Exhibit 10.1





Exhibit 10.1 


Portions
of this exhibit marked “[***Redacted***]”
have been omitted pursuant to a request for confidential treatment
filed separately with the Securities and Exchange Commission.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNCLASSIFIED

	 	 	 	 	 	 	 	 	 	 
	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	1. CONTRACT ID CODE	 	 	PAGE OF PAGES
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	3	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. AMENDMENT/MODIFICATION NO.	 	3. EFFECTIVE DATE	 	 	4. REQUISITION/PURCHASE REQ. NO.	 	5. PROJECT NO. (If applicable)
	P00038	 	See Block 16C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6. ISSUED BY	 	CODE	 	 	HM0210	 	 	7. ADMINISTERED BY (If other than Item 6)	 	CODE	 	62LESSERM
M
	Nat’l Geospatial-Intelligence Agen.

ATTN: [**Redacted**]

12310 SUNRISE VALLEY DRIVE

RESTON VA 20191-3449	 	 	P.O.C. [**Redacted**]

Phone: [**Redacted**]

Fax: [**Redacted**]

Email: [**Redacted**]
	 	 	 	 	 	 	 	 	 	 
	8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)	 	 	(x)	 	 	9A. AMENDMENT OF SOLICITATION NO.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIGITALGLOBE, INC.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: DIGITALGLOBE, INC.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1601 DRY CREEK DRIVE SUITE 260	 	 	 	 	 	9B. DATED (SEE ITEM 11)
	LONGMONT CO 805036493	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	x	 	 	10A. MODIFICATION OF CONTRACT/ORDER NO. 

HM157304C0001
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10B. DATED (SEE ITEM 13)

12/09/2003
	CODE	 	 	7896384180000	 	FACILITY CODE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

	 	 	 	 	 	 	 	 	 	 
	o      The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers o is extended, o is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ________ copies of the amendment; (b)
By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE
PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or
letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

	 	 	 	 	 	 	 	 	 	 
	12. ACCOUNTING AND APPROPRIATION DATA (If required)
Not Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
	 	 	 	 	 	 	 	 	 	 
	CHECK ONE	 	 	A.     THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	B.     THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	C.     THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	X	 	 	D.     OTHER (Specify type of modification and authority)

Mutual Agreement of the Parties

	 	 	 	 	 	 	 	 	 	 
	E. IMPORTANT:	Contractor	 	o is not.	 	x is required to sign this document and return 1 copies to the issuing office.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)






Tax ID Number: 31-1420852

DUNS Number: 789638418



The purpose of this modification is to restructure the Option Contract Line Item (CLIN) 0006 option to a three (3) month period (April 1, 2010 through June 30, 2010), with options to extend CLIN 0006 in six single monthly increments (August
2010, September 2010, October 2010, November 2010 and December 2010). If all seven (7) options were exercised (one 3 month period plus six 1 month periods) the total CLIN 0006 performance period would run through December 31, 2010. (CLIN 0006
was structured as a single nine (9) month performance period: April 1, 2010 through December 31, 2010.) Accordingly the contract is modified as follows:



Continued ...



	 	 	 	 	 	 	 	 	 	 
	Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
	 	 	 	 	 	 	 	 	 	 
	15A. NAME AND TITLE OF SIGNER (Type or print)	 	 	16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
	[**Redacted**]	 	 	 	 	 	[**Redacted**]
	 	 	 	 	 	 	 	 	 	 
	15B. CONTRACTOR/OFFEROR

	 	 	15C. DATE SIGNED
	 	 	16B. UNITED STATES OF AMERICA
	 	16C. DATE SIGNED
	[**Redacted**]
(Signature of person authorized to sign)


	 	 	02-08-10
	 	 	[**Redacted**]
(Signature of Contracting Officer)

	 	02-09-10
	 	 	 	 	 	 	 	 	 	 
	NSN 7540-01-152-8070

Previous edition unusable

	 	 	 	 	 	 	STANDARD FORM 30 (REV. 10-83) 

Prescribed by GSA 

FAR (48 CFR) 53.243






UNCLASSIFIED





 














 




UNCLASSIFIED




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	CONTINUATION SHEET	 	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED	 	 	PAGE OF
	 	 	HM157304C0001/P00038
	 	 	 	2	 	 	 	 	3	 
	 	 	 	 	 	 	 	 	 	 
	NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC






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

	 	 	1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Option Line Item 0006-Imagery Acquisition COMMERCIAL IMAGERY (change
page 7A is attached hereto):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	The first paragraph is revised to read: “The scope of effort for this firm fixed price line item is defined in Attachment 1 Statement of Work
Section 4.2 and Appendix D. The total potential CLIN 0006 performance period is from April 1, 2010 through December 31, 2010, on a Service Level
Agreement (SLA) basis. CLIN 0006 will have an initial performance period of three (3)

months, followed by six one (1) month potential Option period extensions (July 1, 2010 through December 31, 2010). This effort is priced at the
amount set forth below.”	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	The total estimated firm fixed price (FFP) is revised to indicate a monthly fee of [**Redacted**].	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	The last paragraph is revised to read:

“Additionally, associated CLINs 0002, 0003, 0004, and 0005 will also be extended as appropriate to match the CLIN 0006 performance period.”	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2. Under Section H, Special Contract
Requirements, Paragraph H.27 Exercise of Options (change page 24A is attached hereto):	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	The requirement to exercise options within thirty (30) days prior to the end of the current contract period is revised to read fifteen (15) days.	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	A second paragraph is added as follows: “For

CLINs 0002, 0003, 0004, 0005, and 0006, the

Option periods will be initially exercised for

three (3) months, followed by potential

extensions in monthly increments through December

31, 2010.”	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	Delivery: 30 Days After Award

Discount Terms: Net 30

Delivery Location Code: NGARESTON	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	Continued ...	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110





UNCLASSIFIED



 


2








 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	CONTINUATION SHEET	 	 	REFERENCE NO. OF DOCUMENT BEING CONTINUED	 	 	PAGE OF
	 	 	HM157304C0001/P00038
	 	 	 	3	 	 	 	 	3	 
	 	 	 	 	 	 	 	 	 	 
	NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC






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

	 	 	Payment:
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	     DFAS Acct. Mtn. & Control/JDAC

     [**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	FOB: Destination

[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	Change Item 0006 to read as follows (amount shown is the obligated amount):	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	0006

	 	 	NextView COMMERCIAL IMAGERY PROGRAM
	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 

	 	 	[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 
	NSN 7540-01-152-8067

	 	OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110





UNCLASSIFIED





 


3









 








UNCLASSIFIED

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS



Part II Imagery Acquisition Activities




SECTION B — SUPPLIES OR SERVICES AND PRICES/COSTS



Scope and Period of Performance. This is fixed price contract for the procurement of imagery and
other items and is conducted pursuant to 10 USC Chapter 137. The period of performance of this
Contract is from 01 October 2006 through 31 July 2009.




B.1 Line Item 0001 – Imagery Acquisition COMMERCIAL IMAGERY



The scope of effort for this firm fixed price line item is defined in Attachment 1 Statement of
Work Section 4.2 and Appendix D. CLIN 0001 performance from November 2007 through December 2007 is
on a Pay-by-Imagery basis. Performance from January 1, 2008 through contract completion is on a
Service Level Agreement (SLA) basis. This effort is priced at the amount set forth below.



WV60 Total Estimated FFP: [**Redacted**]



[**Redacted**]



CLIN 0001 will be incrementally funded in accordance with NGA budget and policy provisions. 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 task order and until the Contractor receives notice of such
availability in writing by the Contracting Officer.




B.2 Government Option 1



The Contracting Officer may exercise Option 1 at any time by written notice to the Contractor not
less than sixty (60) days in advance of the option period of performance start date. Exercise and
performance of this option is subject to the availability of funding. In the event funds are not
available at option exercise, the following terms and conditions apply: “Funds are not presently
available for this option. The Government’s and the Contractor’s 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 may arise until funds are made available to the Contracting
Officer for such option and until the Contractor receives notice of such availability in writing by
the Contracting Officer.”




Line Item 0002 – Government Option 1: IMAGERY DERIVED PRODUCTS AND SERVICES



The scope of effort for this line item is defined in Attachment 1 Statement of Work appendix E.
This effort is estimated at the amount set forth below.




Minimum Amount: $0

Maximum Amount: $265,000,000.00


Estimated Amount: None




Line Item 0002 is an indefinite-quantity line item for the supplies or services and prices as
specified in the Attachment 1 Statement of Work or in separately issued Task Orders (using DD Form
1155), and are effective for the entire period of performance or as specified in the DD Form 1155.
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 in Line Item 0002 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.




UNCLASSIFIED

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




4









 








UNCLASSIFIED

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B.3 Total Contract Price/Total Contract Funding





[**Redacted**]





B.4 Line Item CLIN 0003 — QuickBird New Collections and Imagery Processing







[4 pages **Redacted**]








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WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




5









 





UNCLASSIFIED

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B.5 Line Item CLIN 0004 — Firewire Drives, Other Media and Shipping Expenses



[**Redacted**]




B.6 Line Item CLIN 0005 — System Engineering Services Support



This CLIN is priced at a [**Redacted**]. Line Item 0005 is a time and material level-of-effort
(LOE) item for System Engineering Services Support in accordance with Contract Attachment 5. LOE
support for Attachment 5 paragraphs 1.1.1 through 1.1.6 shall be as directed by the Contracting
Officer’s Representative. Other LOE shall be provided for tasks under paragraph 1.1.7 as directed
by the Contracting Officer.


CLIN 0005 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.



B.7
Option Line Item 0006 — [**Redacted**]




The scope of effort for this firm
fixed price line item is defined in Attachment 1 Statement of Work Section 4.2 and Appendix D.
The total potential CLIN 0006 performance period is from April 1, 2010 through December 31, 2010,
on a Service Level Agreement (SLA) basis. CLIN 0006 will have an initial performance period of
three (3) months, followed by six one (1) month potential Option period extensions
(July 1, 2010 through December 31, 2010).
This effort is priced at the amount set forth below.


Total Estimated FFP: [**Redacted**].



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 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 task order and until the Contractor receives notice of such
availability in writing by the Contracting Officer. Additionally, associated CLINs 0002, 0003, 0004,
and 0005 will also be extended as appropriate to match the CLIN 0006 performance period.








UNCLASSIFIED

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




6









 








UNCLASSIFIED

FOR OFFICIAL USE ONLY

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SECTION C — DESCRIPTION/SPECIFICATIONS/WORK STATEMENT




C.1 — Statement of Work



The Contractor shall provide all personnel, materials, and facilities to furnish the items
specified in Section B of this contract in accordance with the Statement of Work(s), Attachment 1
and Attachment 5.




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FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




7









 








UNCLASSIFIED

FOR OFFICIAL USE ONLY

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SECTION D — PACKAGING AND MARKING



D.1 Packaging and Marking Instructions Preservation, Packaging, Packing, and Marking of Shipments
(Commercially Packaged Items)



Packing, packaging, and marking shall be in accordance with Section C — Statement of Work. In the
event such are not applicable, packing, packaging, and marking shall be in accordance with standard
commercial practice for domestic shipment, as set forth in the Uniform Freight Classification for
commercial practice, to assure arrival at destination in serviceable condition.




D.2 Prohibited Packing Materials



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 Markings of Warranted Items



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.




UNCLASSIFIED

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




8









 








UNCLASSIFIED

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




SECTION E — INSPECTION AND ACCEPTANCE



E.1 1 Inspection



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
Section C — Statement of Work and FAR 52.212-4(a).



E.2 Acceptance Period Unless notification of acceptance or rejection is received earlier, the
Government acceptance shall be deemed to have occurred constructively at 30 days after receipt as
defined in the Statement of Work(s), Attachment 1 and Attachment 5.




E.3 52.246-4 Inspection of Services — Fixed-Price



E.4 Acceptance



Acceptance of items produced under this Contract occurs upon delivery as defined in the Statement
of Work(s), Attachment 1 and Attachment 5.




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FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




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UNCLASSIFIED

FOR OFFICIAL USE ONLY

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SECTION F — DELIVERIES OR PERFORMANCE




F.1 52.242-17 Government Delay of Work (Apr 1984)





	(1)	     (a)	 	If the performance of all or any part of the work of this contract is delayed or interrupted
(1) by an act of the Contracting Officer in the administration of this contract that is not
expressly or impliedly authorized by this contract, or (2) by a failure of the Contracting
Officer to act within the time specified in this contract, or within a reasonable time if not
specified, an adjustment (excluding profit) shall be made for any increase in the cost of
performance of this contract caused by the delay or interruption and the contract shall be
modified in writing accordingly. Adjustment shall also be made in the delivery or
performance dates and any other contractual term or condition affected by the delay or
interruption. However, no adjustment shall be made under this clause for any delay or
interruption to the extent that performance would have been delayed or interrupted by any
other cause, including the fault or negligence of the Contractor, or for which an adjustment
is provided or excluded under any other term or condition of this contract.






	 	     (b)	 	A claim under this clause shall not be allowed — (1) For any costs incurred more than 20
days before the Contractor shall have notified
the Contracting Officer in writing of the act or failure to act involved; and






	(2)	 	Unless the claim, in an amount stated, is asserted in writing as soon as practicable after
the termination of the delay or interruption, but not later than the day of final payment
under the contract.




F.2 Place of Performance



The principal place of performance under this Contract shall be the Contractor’s facility located
at 1601 Dry Creek Drive, Suite 260, Longmont. CO 80503.



F.3 Consignee and Address



In the event submitted items are classified TOP SECRET, SI/TK or other compartmented categories
they shall be sent through Government approved courier channels to:




[**Redacted**]



Other agreement documentation or non-compartmented classification through SECRET may be forwarded
by registered mail to:




[**Redacted**]



F.4 Personal Delivery



In the event any item under this Contract is personally delivered to the AOR or Contracting
Officer, the Contractor shall obtain a signed receipt in duplicate from the AOR 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.




UNCLASSIFIED

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WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




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UNCLASSIFIED

FOR OFFICIAL USE ONLY

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F.5 Term of this Contract



This
Contract commences upon execution and continues through 31 March
2010, with one option to extend performance through 31 December
2010 (Line Item 0006). 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 Article. In the event
requirements exceed the minimum contract amount requirements, the Government reserves the right to
compete the additional requirements.




F.6 Place of Delivery:



a. Primary Delivery: Origin



The articles to be furnished hereunder shall be delivered upon placement by the NextView
Contracting Officer or as designated at the time of tasking.



b. Secondary Delivery: Destination



Finished products shall be transmitted electronically upon NGA request after placement into the
DigitalGlobe NGA Product Archive at no additional charge. If requested, NGA may designate another
media type for delivery at additional expense.



F.7 52.242-15 Stop Work Order (Aug 1989)




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SECTION G — CONTRACT ADMINISTRATION DATA




G.1 Authority and Designation of an Contracting Officer’s Representative (COR)



(a) Authority. Performance of this Contract is subject to the technical guidance and review of
the Contracting Officer or the designated representative. As used herein, “technical
guidance” is restricted to scientific, engineering or other technical field of discipline
matters directly related to the work to be performed. Such guidance may be provided for the
purposes of filing in details, clarifying, interpreting or otherwise serving to accomplish the
technical objectives and requirements of the Contract. In addition and unless specified
elsewhere in this Contract, the authority of the designated representative is specifically
limited to the technical administration of this Contract and the inspection of supplies being
produced, services being provided or work being performed to assess compliance with the scope,
the Government’s estimated cost share, schedule and technical requirements of the Contract.



(b) Designation. Designation of a Contracting Officer’s Representative (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.



(c) Notification. The Contracting Officer is the only representative of the government authorized
to negotiate, enter into, modify or take any other action with respect to this Contract.
Therefore, not other employee or representative of the Government has the authority to initiate a
course of action which may alter the terms of this Contract. All revisions to specifications,
requirements or informal commitments that may involve a change in either the total cost/price,
scope, delivery schedule or legal aspects of this Contract must be accomplished by change order or
supplemental Contract, to be negotiated and signed by the Contracting Officer. Should any action
by Government personnel (other that the Contracting Officer) imply a commitment on the part of the
Government, which would effect the terms of this Contract, the Contractor must notify the
Contracting Officer and obtain approval prior to proceeding. Otherwise, the Contractor proceeds at
its own risk.




G.2 Novation/Change of Name Notification Requirement



(a) For the purposes of this Contract, any transfer of all or substantially all of the Contractor’s
assets to a third party, or change to the Contractor’s name will be processed in a centralized
manner. The Contractor shall notify the Contracting Officer of any such proposed change.



(b) The Contractor shall provide written notification to the staff via facsimile within (30) thirty
days of any aforementioned changes. Along with details of the change, the notification shall
provide a point of contact name, title, clearance level, and phone and fax numbers.



(c) After receiving this notification, the Contractor designee will receive a letter with
instructions to assist in the preparation of the novation/change-of-name package. This Agency will
typically recognize Other Government Agency (OGA) Agreements; however, we have unique security
requirements that must be addressed prior to formally accepting these agreements.



(d) The Contractor is reminded that it must continue to invoice under its former name on existing
agreements until this Agency accepts your novation and/or change-of-name agreement by issuance of a
letter recognizing the agreement. In addition, the Contractor is NOT authorized to request changes
to its banking information to recognize a successor company on existing agreements until this
Agency accepts the Contractor’s novation and/or change-of-name agreement. Any delays in submitting
the required information may impact the Contractor’s ability to invoice.



(e) A submission of a novation or name change agreement does not guarantee approval by this
organization and if a change is deemed unacceptable, the Contractor will remain under contractual
obligation to perform. The Contract may be terminated for reasons of default should the Contractor
not perform.




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G.3 52.232-33 Payments Electronic Funds Transfer — Central Contractor Registration (May 1999)



G.4 Contract Administration



The component listed in Block 7 of the face page 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.



G.5 Remittance Address



[**Redacted**]



G.6 Invoices



Invoices for Line Item 0001 shall be submitted on a monthly basis for the deliveries within the
preceding month. At the same time as submittal of the original invoice, the Contractor shall send
a copy of each invoice to:




	 	 	 
	Addressee	 	Address
	Contracting Officer:

	 	[**Redacted**]
	 
	 	 
	Contracting Officer’s Representative (COR)

	 	[**Redacted**]






     Payments for orders shall be made as follows:




	 	(a)	 	Orders placed by the Government on the optional line items may utilize either
credit card payment procedures or DFAS payment procedures. The determination regarding
which method of payment will be used on individual orders will be made by the
Government at the time of order issuance. The Government will suspend the use of
credit card payment procedures upon a determination by the Contracting Officer that the
Contractor is not in compliance with the instructions set forth below. The following
specific instruction is provided for each of these payment procedures:






	 	(i)	 	CREDIT CARD PAYMENT — Orders placed using credit card payment
procedures will specify that credit card payment is authorized. The order will
further specify the ordering Contracting Officer. All necessary credit card
information will be provided in advance for Contractor use. The Contractor
shall charge only the credit card of the ordering Contracting Officer.
	 
	 	 	 	The Contractor shall be responsible for ensuring that the Government order
information is passed through the credit card information network and that
the information is received by the Contracting Officer. This information
shall be entered and passed in accordance with the following example format:





	 	 	 
	AAxxxx
	 	1,2,3,4,5







	 	 	 	Where AAxxxx is the order number, ‘xxxx’ represents the four-digit suffix
and ‘1,2,3,4,5’ represents order line item numbers under the order. Charges
for multiple order line items will identify each line item separated by a
comma with no spaces. The Contractor may charge for a single order line
item or a combination of line items under the same order on a single credit
card charge. When a partial delivery of an order line





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	 	 	 	item number is
authorized, the Contract may charge for partial delivery of an order line
item.
	 
	 	 	 	The credit card charge and the order information passed through the credit
card information network will represent the complete invoice. The
Contractor shall not issue an additional invoice in any form separate from
the credit card charging process.
	 
	 	(ii)	 	DFAS PAYMENT — Order utilizing DFAS as the payment office will
specify the appropriate DFAS payment office if different from the DFAS office
noted in this Contract. Copies of the invoice will be provided to the
following individuals simultaneously:






	 	(1)	 	Contracting Officer specified on each order
	 
	 	(2)	 	DFAS office as specified on each order
	 
	 	(3)	 	Receiving office as specified on each order




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G.8 Accounting and Appropriation Data 




[**Redacted**]




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SECTION H — SPECIAL CONTRACT REQUIREMENTS




H.1 Security Requirements — Contract Classification



The association of the Government with the Contractor is unclassified in accordance with the DD254.
The maximum work to be performed is classified Top Secret/SCI. The maximum classification of
reports is classified Top Secret/SCI. The maximum classification of hardware is classified Top
Secret/SCI. This classified information shall be divulged only on a need to know basis, and then
only to those who have been authorized in writing by the Contracting Officer. Correspondence
originated by the Contractor and/or data to be submitted, the contents of which contain classified
information shall be stamped by you with the appropriate classification in accordance with the
DD254.




H.2 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.




H.3 Compliance With the Constitution and Statutes of the United States



Nothing in this Contract shall be construed to authorize any activity in violation of the
Constitution or Statutes of the United States.




H.4 Organizational Conflict of Interest



(a) 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.



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



(c) 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.5 Intention to Use Consultants



(a) The Government intends to utilize the services of non-governmental engineering organizations in
technical, advisory and consulting roles for overall technical and business review of the
activities. Although the consultants shall not have the right of technical direction, they shall
from time to time and on a frequent basis attend technical reviews, participate in technical
interchange meetings, observe national processing, witness fabrication and assembly, and monitor
testing within the Contractor and Subcontractor facilities. Such consultants will be involved in
providing advice to the Government concerning viability of technical approaches, utilization of
acceptable procedures, value and results of tests, and the like. The consultants will thus require
access to program-related Contractor facilities and documentation. The Contractor agrees to allow
such use and release of its proprietary data by those consultants for purposes directly related to
this Contract. Those consultants are prohibited from using or releasing the Contractor’s
proprietary data for any other purpose.



(b) Should the Contractor have any questions regarding the consultant’s requests, NGA agrees to
facilitate the requests and minimize intrusiveness to the maximum extent possible.




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H.6 5x52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS



(a) 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 the both
the Secretary of Defense and the Director of Central Intelligence.


(b) 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 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 NOAA operating license conflicts with the terms and
conditions of this contract, the terms and conditions of this NGA contract may be renegotiated.




H.8 SENSITIVE REQUIREMENTS AND PRODUCT HANDLING



NGA has the responsibility to identify its requirements as sensitive or non-sensitive. A sensitive
requirement may be classified or unclassified and yet require transference to the Contractor via
secure communications channels and receive special handling throughout the order fulfillment
process. Once the requirement is received it shall be treated in such a way as to not identify the
customer as NGA throughout the process, and not create any signatures external to the Contractor
that would flag it as “sensitive” or “special.” After the required imagery has been collected and
processed, it shall be delivered to the Contractor-maintained NGA Product Archive for access
without restriction to NGA authorized users. If the sensitive imagery is requested for delivery on
media, it shall be handled in such a manner that it is not intermingled with the shipment of NGA
imagery resulting from conventional (non-sensitive) orders.



Metadata resulting from the collection of sensitive requirements shall not be publicly accessible
from the Contractor’s public metadata catalog while imagery resulting from the collection of
sensitive requirements shall not be publicly accessible. There shall be no visibility to the
existence of the sensitive imagery or metadata by commercial customers, partners and regional
distributors without the specific approval of the government. This is not intended to preclude the
use of ground receiving stations controlled by the CDP. The tasking, receipt, and transfer of
sensitive data shall not make use of Contractor’s regional affiliates and partners for handling the
order and product without specific approval of the government. To control the period of
non-visibility of the sensitive imagery, contractors shall provide NGA with limited exclusive
rights to the products’ use. These rights will be of limited duration. Contractors shall provide
options for indefinite non-visibility. Sensitive requirements shall be specified with the
collection requirement. With the exception of images designated as having limited exclusive
rights, contractors shall be authorized to publish in their catalog and offer for sale, any images
collected, processed, licensed, and delivered to NGA and its customers and its partners.




H.9 LIMITATION OF LIABILITY



(a) THE GOVERNMENT’S MONETARY LIABILITY UNDER THIS CONTRACT AT ANY POINT IN TIME SHALL NOT EXCEED
THE GOVERNMENT FUNDS OBLIGATED UNDER THIS CONTRACT MINUS THE GOVERNMENT FUNDS ALREADY PAID TO THE
CONTRACTOR PURSUANT TO THIS CONTRACT.



(b) The total funding amount obligated and available for payment under this Contract is set forth
in Section B. The total anticipated funding for the performance of this Contract is not presently
available. It is anticipated that from time to time additional funds will become available and
obligated under this Contract until the total funding is available and obligated. However, there
is no guarantee that any additional Government funds other than is currently obligated under this
Contract shall ever become available for the entire effort contemplated by this Contract.



(d) 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 Cause clause of this Contract.



(e) Nothing in this clause shall affect the right of the Government to terminate this contract
pursuant to the Termination for Convenience clause of this Contract.



H.10 CONTRACTOR PERSONNEL



The Contractor agrees to assign only personnel who are citizens of the United States of America to
work on the Government’s premises. Further, only such persons as have been authorized by the
Contracting Officer or the Contracting Officer’s Technical Representative shall be assigned to this
work. In this connection, for identification purposes, the Contractor will be required to submit
the name, address, place and date of birth of all personnel who will work on the Government’s
premises. All Foreign Nationals assigned to work on NextView shall be identified. Non-cleared
personnel shall not be made aware of any association or classified information. Issues regarding
access to classified or sensitive information will be dealt with on a case-by-case basis. NGA is
committed to facilitating the Contractor’s capability to utilize the skills of the best personnel
available.



H.11 TERMINATION LIABILITY



The ceiling for Government liability for Cancellation costs (see section I.54, clause 52.217-2) and
Termination for Convenience costs shall be equivalent to the funds obligated on the contract minus
the payments made under the contract as set forth in the Limitation of Liability clause.



H.12 Security Requirements



(a) The Contractor is obligated to comply with all relevant clauses and provisions incorporated
into this Contract and with the “Contractor Secrecy and Security Contract”, Form 4177, and as
referenced therein, the “National Industrial Security Program Operating Manual (NISPOM)” dated
January 1995 and a special classified compartment area security manual referenced in the Contract
as Addendum A, including any successor documents, revisions, or amendments to either or both
documents when furnished to the Contractor and maintain a security program that meets the
requirements of these documents.



(b) Security requirements are a material condition of this Contract. This Contract shall be subject
to immediate termination for default when it has been determined by the Contracting Officer that a
failure to fully comply with the security requirements of this Contract resulted from the willful
misconduct or lack of good faith on the part of any one of the Contractor’s directors or officers,
or on the part of any of the managers, superintendents, or equivalent representatives of the
Contractor who have supervision or direction of:



(1) All or substantially all of the Contractor’s business, or



(2) All or substantially all of the Contractor’s operations at any one plant or separate location
in which this Contract is being performed, or



(3) A separate and complete major industrial operation in connection with the performance of this
Contract.



(c) When deficiencies in the Contractor’s security program are noted which do not warrant immediate
default, the Contractor shall be provided a written notice of the deficiencies and be given a
period of 90 days in which to take corrective action. If the Contractor fails to take the necessary
corrective action, the Contracting Officer may terminate the whole or any part of this Contract for
default. The Contractor shall maintain and administer, in accordance with all relevant clauses and
provisions set forth or incorporated into this Contract and with a security program that meets the
requirements of these documents.



(d) When it is deemed necessary to disclose classified information to a Subcontractor in order to
accomplish the purposes of this Contract, the Contractor shall request permission of the
Contracting Officer prior to such disclosure. The Contractor agrees to include in all subcontracts
all appropriate security provisions pertaining to this Contract.



(e) Classification Authority — Executive Order 12958 dated 20 April 1995, “Classified National
Security Information,” and implementation directives, provides principles and procedures for the
proper classification and declassification of material. These principles and procedures are
applicable to classified documents or materials generated by the Contractor in performance of this
Contract.



(f) Identification and Markings — The classification of documentation shall comply with the
guidelines set forth in Executive Order 12958.



(g) Each classified document shall indicate which paragraphs or, other portions, including subjects
and titles, are classified and which are unclassified. The symbol “(TS)” for Top Secret, “(S)” for
Secret, “(C)” for Confidential, and “(U)” for Unclassified will be placed at the beginning of the
text to which it applies. Non-text portions of a document, such as photographs, graphs, charts, and
maps, will be marked in a readily discernible manner, as will their captions.



(h) Subjects and titles should be selected so as not to require classification. When a classified
subject or title must be used, a short title or other unclassified identifier should be assigned to
facilitate receipting and reference, if such an identifier (e.g., a report number or registry
number) will not otherwise be assigned.



(i) Downgrading and Declassification — No classified document or material provided by the
Government, or generated by the Contractor pursuant to the Contract, may be downgraded or
declassified unless authorized in writing by the NGA Contracting Officer.



(j) References made to the clause entitled “Non-Publicity” — Violations of this clause constitute
a major breach of Contract and the Contract may be terminated for default, without the requirement
of a 10-day cure notice.



(k) The Contractor shall report all contacts described in the NISPOM section 3-Reporting
Requirements as promptly as possible, but in no event later than two business days after receipt of
such knowledge to the NGA Contracting Officer Representative (COR).



(l) If, subsequent to the date of this Contract, the security requirements under this Contract are
changed by the Government, as provided in this clause, and the security costs or time required for
delivery under this Contract are thereby increased or decreased, the Contract cost, delivery
schedule, or both, and any other provision of this Contract which may be affected shall be subject
to an equitable adjustment in accordance with the procedures in the Changes clause of this
Contract.





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H.13 Security Requirements — Clearances



The Contractor shall request clearances required to perform under this Contract. NGA will
facilitate processing required clearances.



H.14 DISCLOSURE OF FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE



(a) Definitions. As used in this provision:





	 	(1)	 	Effectively owned or controlled means that a foreign entity has the power, either
directly or indirectly, whether exercised or exercisable, to control the election,
appointment, or tenure of the offeror’s officers or a majority of the offeror’s board of
directors by any means, e.g., ownership, contract, or operation of law (or equivalent power
for unincorporated organizations).
	 
	 	(2)	 	Foreign entity includes the state and the government of any country (other than the
United States and its possessions and trust territories); any political subdivision, agency,
or instrumentality thereof; any foreign corporation or other business form; as well as any
foreign individual.
	 
	 	(3)	 	Proscribed information means:






	 	(i)	 	Top Secret information;
	 
	 	(ii)	 	Communications Security (COMSEC) information, except classified keys used to operate
secure telephone units (STU-IIIs);
	 
	 	(iii)	 	Restricted Data as defined in the U.S. Atomic Energy Act of 1954, as amended;
	 
	 	(iv)	 	Special Access Program (SAP) information; or
	 
	 	(v)	 	Sensitive Compartmented Information (SCI).




(b) Disclosure. Offerors responding to this Request for Proposal (RFP) are advised that it is the
Government’s intent to secure services or equipment from firms which are not under foreign
ownership, control, or influence (FOCI) or where any FOCI may, in the opinion of the Government,
adversely impact on security requirements. Accordingly, all offerors responding to this RFP are
required to certify that no foreign ownership or controlling interest exists by submitting one of
the following with their offer: SF 328 Certificate Pertaining to Foreign Interests; or




FOCI Certification (below) that a current SF 328, submitted within the past five years, is on file
with NGA (specify the RFP or contract number for which the form was submitted), and that the
representations and certifications contained in that disclosure have not changed.



H.15 Security Requirements — Software Certification



(a) The Contractor certifies that it will undertake to ensure that any software to be provided or
any Government Furnished Software to be returned, under this Contract will be provided or returned
free from computer virus, which could damage, destroy, or maliciously alter software, firmware, or
hardware, or which could reveal to unauthorized persons any data or other information accessed
through or processed by the software.



(b) The Contractor shall immediately inform the Contracting Officer when it has a reasonable
suspicion that any software provided or returned, to be provided or returned, or associated with
the production may cause the harm described in paragraph (a) above.



(c) If the Contractor intends to include in the delivered software any computer code not essential
to the contractual requirement, this shall be explained in full detail to the Contracting Officer
and COR.




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(d) The Contractor acknowledges its duty to exercise reasonable care, to include the following, in
the course of contract performance:





(1) Using on a regular basis current versions of commercially available anti-virus software
to guard against computer viruses when introducing maintenance, diagnostic, or other
software into computers; and




(2) Prohibiting the use of non-Contract related software on computers, especially from
unknown or unreliable sources.



H.16 152.204-712 Personal Conduct



(a) The Contractor and its employees shall comply with conduct requirements in effect at the
Government’s work site. The Government reserves the right to exclude or remove from the site any
employee of the Contractor or of a subcontractor whom the Government reasonably deems careless,
uncooperative, or whose continued employment on the work is deemed by the Government to be contrary
to the public interest.



(b) The Contractor shall inform its employees that the Agency has a zero tolerance policy for
harassing behavior and that it shall not be tolerated. Any Contractor employee who is found to be
culpable in incidents of harassment shall be immediately escorted from the premises and denied
further access. This policy creates a greater burden upon the conduct of Contractor employees. The
Contractor shall emphasize this fact to its employees.



(c) Exclusion under the circumstances described in this clause shall not relieve the Contractor
from full performance of the requirements of this Contract, nor will it provide the basis for any
claims against the Government.



H.17 Incorporation of Section K, Representation Certifications, and Other Statements of Offeror



SECTION K dated October 30, 2003 is incorporated herein by reference and made a part of this
Contract.



H.18 Reserved



H.19 Key Personnel



[**Redacted**].



H.20 Reserved



H.21 NextView IMAGERY END USER LICENSE AGREEMENT



a. General Terms




     1. 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.



     2. 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. 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) 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) 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. Licensed Users




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



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


State Governments

Local Governments


Foreign Governments and inter-governmental organizations

NGO’s and other non-profit organizations




     3. 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.22 Warranty



DigitalGlobe 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. DigitalGlobe’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 DigitalGlobe 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.
DIGITALGLOBE 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
DIGITALGLOBE OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR
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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 clause of this contract.



H.23 Government Property



(a) The Government shall deliver to the Contractor, at the time and locations stated in this
Agreement, the Government-furnished property in “as is” condition described in the Schedule or
specifications.
(b) Title to Government-furnished property shall remain in the Government. The Contractor shall use
the Government-furnished property only in connection with the performance of work under this
Agreement. The Contractor shall maintain adequate property control records in accordance with sound
industrial practice and will make such records available for Government inspection at all
reasonable times.
(c) Upon delivery of Government-furnished property to the Contractor, the Contractor assumes the
risk and responsibility for its loss or damage, except-




     (1) For reasonable wear and tear;



     (2) To the extent property is consumed in performing this Agreement; or



     (3) As otherwise provided for by the provisions of this Agreement.


(d) Upon completing this Agreement, the Contractor shall follow the instructions of the Agreements
Officer regarding the disposition of all Government-furnished property not consumed in performing
this Agreement or previously delivered to the Government. The Contractor shall prepare for
shipment, deliver f.o.b. origin, or dispose of the Government property, as may be directed or
authorized by the Agreements Officer. The net proceeds of any such disposal shall be credited to
the Agreement price or shall be paid to the Government as directed by the Agreements Officer.




(e) If this contract is to be performed outside the Untied States and its outlying areas, the words
“Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as
“United States Government” and “United States Government-furnished,” respectively.



H.24 Non-Publicity



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. This shall include, but
is not limited to, the use of the terms “ISSA” or “ISA” or any other sponsor specific terms in any
public employment advertisements. 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.



H.25 Warranty of Services (May 2001)



(a) Definitions. “Acceptance,” as used in this clause, means the act of an authorized
representative of the Government by which the Government assumes for itself, or as an agent of
another approves specific services, as partial or complete performance of the contract.



(b) Notwithstanding inspection and acceptance by the Government or any provision concerning the
conclusiveness thereof, the Contractor warrants that all services performed under this contract
will, at the time of acceptance, be free from defects in workmanship and conform to the
requirements of this contract. The Contracting Officer shall give written notice of any defect or
nonconformance to the Contractor “within 30 days from the date of acceptance by the Government for
the service provided.” This notice shall state either —



(1) That the Contractor shall correct or reperform any defective or nonconforming services within a
period of 90 days; or



(2) That the Government does not require correction or reperformance.




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(c) If the Contractor is required to correct or reperform, it shall be at no cost to the
Government, and any services corrected or reperformed by the Contractor shall be subject to this
clause to the same extent as work initially performed. If the Contractor fails or refuses to
correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace
with similar services and charge to the Contractor the cost occasioned to the Government thereby,
or make an equitable adjustment in the contract price or the Contract Line Item may be terminated.




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H.26 NGA: 5X52.227-9001 Activities That Affect U.S. Persons (DEC 2004)




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 DoD 5240.1-R





H.27 Exercise of Options




Any option under this contract shall be exercised by a unilateral contract modification signed by the Contracting
Officer. Specific contract line items or sub-line items delineating a description of the supplies or services, quantity
requirements, and a corresponding delivery schedule for the exercised options shall be identified in the unilateral
contract modification. An option shall be exercised by issuance, within 30 days prior to the end of the current
contract period, of a unilateral modification for the subsequent option requirements.





For CLINs 0002, 0003, 0004, 0005, and 0006, the Option periods will be
initially exercised for three (3) months,
followed by potential extensions in monthly increments through December 31, 2010.


H.28 Segregation of Costs




The Contractor agrees to segregate and bill costs incurred under this contract by CLIN. Separate
invoices shall be submitted for each individual CLIN.




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SECTION I — CONTRACT CLAUSES




Contract Terms and Conditions — Commercial Items (Oct. 2003)




(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform
to the requirements of this contract. The Government reserves the right to inspect or test any
supplies or services that have been tendered for acceptance. The Government may require repair or
replacement of nonconforming supplies or reperformance of nonconforming services at no increase in
contract price. The Government must exercise its post-acceptance rights — (1) Within a reasonable
time after the defect was discovered or should have been discovered; and (2) Before any substantial
change occurs in the condition of the item, unless the change is due to the defect in the item.



(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a
result of performance of this contract to a bank, trust company, or other financing institution,
including any Federal lending agency in accordance with the Assignment of Claims Act (31
U.S.C.3727). However, when a third party makes payment (e.g., use of the Government wide commercial
purchase card), the Contractor may not assign its rights to receive payment under this contract.



(c) RESERVED.



(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C.
601-613). Failure of the parties to this contract to reach agreement on any request for equitable
adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute
to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated
herein by reference. The Contractor shall proceed diligently with performance of this contract,
pending final resolution of any dispute arising under the contract.



(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.



(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of the Contractor and without its fault or negligence
such as, acts of God or the public enemy, acts of the Government in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe
weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in
writing as soon as it is reasonably possible after the commencement of any excusable delay, setting
forth the full particulars in connection therewith, shall remedy such occurrence with all
reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the
cessation of such occurrence.



(g) Invoice.




	 	(1)	 	The Contractor shall submit an original invoice and three copies (or electronic
invoice, if authorized) to the address designated in the contract to receive invoices. An
invoice must include —






	 	(i)	 	Name and address of the Contractor;
	 
	 	(ii)	 	Invoice date and number;
	 
	 	(iii)	 	Contract number, contract line item number and, if applicable, the order
number;
	 
	 	(iv)	 	Description, quantity, unit of measure, unit price and extended price of
the items delivered;
	 
	 	(v)	 	Shipping number and date of shipment, including the bill of lading number
and weight of shipment if shipped on Government bill of lading;





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	 	(vi)	 	Terms of any discount for prompt payment offered;
	 
	 	(vii)	 	Name and address of official to whom payment is to be sent;
	 
	 	(viii)	 	Name, title, and phone number of person to notify in event of defective invoice;
and
	 
	 	(ix)	 	Taxpayer Identification Number (TIN). The Contractor shall include its TIN
on the invoice only if required elsewhere in this contract.
	 
	 	(x)	 	Electronic funds transfer (EFT) banking information.






	 	(A)	 	The Contractor shall include EFT banking information on the invoice
only if required elsewhere in this contract.
	 
	 	(B)	 	If EFT banking information is not required to be on the invoice, in
order for the invoice to be a proper invoice, the Contractor shall have submitted
correct EFT banking information in accordance with the applicable solicitation
provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds
Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds
Transfer-Other Than Central Contractor Registration), or applicable agency
procedures.
	 
	 	(C)	 	EFT banking information is not required if the Government waived the
requirement to pay by EFT.






	 	(2)	 	Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903)
and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.





(h) Patent indemnity. Not applicable – the Government is not granting the Contractor authorization
or consent to infringe patents or copyrights.



(i) Payment.




(1) Items accepted. Payment shall be made for items accepted by the Government that
have been delivered to the delivery destinations set forth in this contract.




(2) Prompt Payment. The Government will make payment in accordance with the Prompt
Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.




(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see
52.212-5(b) for the appropriate EFT clause.




(4) Discount. In connection with any discount offered for early payment, time shall be
computed from the date of the invoice. For the purpose of computing the discount
earned, payment shall be considered to have been made on the date which appears on the
payment check or the specified payment date if an electronic funds transfer payment is
made.




(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or
invoice payment or that the Government has otherwise overpaid on a contract financing
or invoice payment, the Contractor shall immediately notify the Contracting Officer
and request instructions for disposition of the overpayment.



(j) Risk of loss. 52.246-16 — Responsibility for Supplies. (a) Title to supplies furnished
under this contract shall pass to the Government upon acceptance, regardless of when or where the
Government takes physical possession, unless the contract specifically provides for earlier passage
of title as found in Section E, Acceptance.



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(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.



(l) Termination for the Government’s convenience. The Government reserves the right to terminate
this contract, or any part hereof, for its sole convenience. In the event of such termination, the
Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its
suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor
shall be paid a percentage of the contract price reflecting the percentage of the work performed
prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the
satisfaction of the Government using its standard record keeping system, have resulted from the
termination. The Contractor shall not be required to comply with the cost accounting standards or
contract cost principles for this purpose. This paragraph does not give the Government any right to
audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs
incurred which reasonably could have been avoided.



(m) Termination for cause. The Government may terminate this contract, or any part hereof, for
cause in the event of any default by the Contractor, or if the Contractor fails to comply with any
contract terms and conditions, or fails to provide the Government, upon request, with adequate
assurances of future performance. In the event of termination for cause, the Government shall not
be liable to the Contractor for any amount for supplies or services not accepted, and the
Contractor shall be liable to the Government for any and all rights and remedies provided by law.
If it is determined that the Government improperly terminated this contract for default, such
termination shall be deemed a termination for convenience.



(n) Title. Unless specified elsewhere in this contract, title to items furnished under this
contract shall pass to the Government upon acceptance, regardless of when or where the Government
takes physical possession. This provision does not apply to items licensed under this contract.



(o) Limitation of Contractor’s liability. Except as otherwise provided by an express warranty, the
Contractor will not be liable to the Government for consequential damages resulting from any defect
or deficiencies in accepted items.



(p) Other compliances. The Contractor shall comply with all applicable Federal, State and local
laws, executive orders, rules and regulations applicable to its performance under this contract.



(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31
U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal
contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract
Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and
10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C.
423 relating to procurement integrity.



(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by
giving precedence in the following order:




	 	(1)	 	The schedule of supplies/services.
	 
	 	(2)	 	The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance
with Laws Unique to Government Contracts paragraphs of this clause.
	 
	 	(3)	 	The clause at 52.212-5.
	 
	 	(4)	 	Addenda to this solicitation or contract, including any license agreements for
computer software.
	 
	 	(5)	 	Solicitation provisions if this is a solicitation.





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	 	(6)	 	Other paragraphs of this clause.
	 
	 	(7)	 	The Standard Form 1449.
	 
	 	(8)	 	Other documents, exhibits, and attachments.
	 
	 	(9)	 	The specification.





(s) Central Contractor Registration (CCR).




	 	(1)	 	Unless exempted by an addendum to this contract, the Contractor is responsible
during performance and through final payment of any contract for the accuracy and
completeness of the data within the CCR database, and for any liability resulting from
the Government’s reliance on inaccurate or incomplete data. To remain registered in the
CCR database after the initial registration, the Contractor is required to review and
update on an annual basis from the date of initial registration or subsequent updates its
information in the CCR database to ensure it is current, accurate and complete. Updating
information in the CCR does not alter the terms and conditions of this contract and is
not a substitute for a properly executed contractual document.
	 
	 	(2)(i)	 	 If a Contractor has legally changed its business name, “doing business as” name, or
division name (whichever is shown on the contract), or has transferred the assets used in
performing the contract, but has not completed the necessary requirements regarding
novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the
responsible Contracting Officer a minimum of one business day’s written notification of
its intention to:






	 	(A)	 	Change the name in the CCR database;
	 
	 	(B)	 	Comply with the requirements of Subpart 42.12 of the FAR;
	 
	 	(C)	 	Agree in writing to the timeline and procedures specified by the
responsible Contracting Officer. The Contractor must provide with the notification
sufficient documentation to support the legally changed name.






	 	(ii)	 	If the Contractor fails to comply with the requirements of paragraph (t)(2)(i)
of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this
clause, and, in the absence of a properly executed novation or change-of-name
agreement, the CCR information that shows the Contractor to be other than the
Contractor indicated in the contract will be considered to be incorrect information
within the meaning of the “Suspension of Payment” paragraph of the electronic funds
transfer (EFT) clause of this contract.






(6) The Contractor shall not change the name or address for EFT payments or manual
payments, as appropriate, in the CCR record to reflect an assignee for the purpose of
assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be
separately registered in the CCR database. Information provided to the Contractor’s
CCR record that indicates payments, including those made by EFT, to an ultimate
recipient other than that Contractor will be considered to be incorrect information
within the meaning of the “Suspension of payment” paragraph of the EFT clause of this
contract.




	 	(7)	 	Offerors and Contractors may obtain information on registration and annual
confirmation requirements via the Internet at http://www.ccr.gov or by calling
1-888-227-2423, or 269-961-5757.





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Contract Terms and Conditions Required to Implement Statutes or Executive

Orders—Commercial Items (Oct. 2003)




(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clause,
which is incorporated in this contract by reference, to implement provisions of law or Executive
orders applicable to acquisitions of commercial items: 52.233-3, Protest after Award (AUG 1996) (31
U.S.C. 3553).



(b) 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 as appropriate.]



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



___(2) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).



___(3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN
1999) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C.
657a).



___(4)(i) 52.219-5, Very Small Business Set-Aside (JUNE 2003) (Pub.L. 103- 403, section 304, Small
Business Reauthorization and Amendments Act of 1994).



___(ii) Alternate I (MAR 1999) of 52.219-5.



___(iii) Alternate II (JUNE 2003) of 52.219-5.



___(5)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).



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



___(6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).



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



_X___(7) 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C. 637(d)(2) and (3)).



___(8)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2002) (15 U.S.C. 637(d)(4)).



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



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



___(9) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).



___(10)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business
Concerns (JUNE 2003) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to
waive the adjustment, it shall so indicate in its offer).



___(ii) Alternate I (JUNE 2003) of 52.219-23.



___(11) 52.219-25, Small Disadvantaged Business Participation Program— Disadvantaged Status and
Reporting (OCT 1999) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323).



___(12) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting
(OCT 2000) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323).



___X (13) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).



___X(14) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (SEP 2002) (E.O. 13126).



___(15) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).



___X(16) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).



___X (17) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).



___X (18) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).



___X(19) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).



___(20)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated
Products (AUG 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).



___(ii) Alternate I (AUG 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).



___(21) 52.225-1, Buy American Act—Supplies (JUNE 2003) (41 U.S.C. 10a- 10d).



___(22)(i) 52.225-3, Buy American Act—North American Free Trade Agreement— Israeli Trade Act
(JUNE 2003) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note).



___(ii) Alternate I (MAY 2002) of 52.225-3.



___(iii) Alternate II (MAY 2002) of 52.225-3.



___X(23) 52.225-5, Trade Agreements (Oct 2003) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).



___X (24) 52.225-13, Restrictions on Certain Foreign Purchases (Oct. 2003) (E.o.s, proclamations,
and statutes



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administered by the Office of Foreign Assets Control of the Department of the Treasury).



___(25) 52.225-15, Sanctioned European Union Country End Products (FEB 2000) (E.O. 12849).



___(26) 52.225-16, Sanctioned European Union Country Services (FEB 2000) (E.O. 12849).



___(27) 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)).



___(28) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10
U.S.C. 2307(f)).



___X (29) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (OCT
2003) (31 U.S.C. 3332).



___(30) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration
(MAY 1999) (31 U.S.C. 3332).



___(31) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).



___(32) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).



___(33)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (APR 2003) (46
U.S.C. Appx 1241 and 10 U.S.C. 2631).



___(ii) Alternate I (APR 1984) of 52.247-64.



(c) 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 as appropriate.]



___(1) 52.222-41, Service Contract Act of 1965, as Amended (MAY 1989) (41 U.S.C. 351, et seq.).



___(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.).



___(3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple
Year and Option Contracts) (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).



___(4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (February
2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).



___(5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to Successor Contract Pursuant
to Predecessor Contractor Collective Bargaining Agreements (CBA) (May 1989) (41 U.S.C. 351, et
seq.).



(d) 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)(1) 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 paragraphs
(i) through (vi) of this paragraph in a subcontract for commercial items. Unless otherwise
indicated below, the extent of the flow down shall be as required by the clause—



(i) 52.219-8, Utilization of Small Business Concerns (October 2000) (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 $500,000 ($1,000,000 for construction of any
public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer
subcontracting opportunities.



(ii) 52.222-26, Equal Opportunity (April 2002) (E.O. 11246).



(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and
Other Eligible Veterans (December 2001) (38 U.S.C. 4212).



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



(v) 52.222-41, Service Contract Act of 1965, as Amended (May 1989), flow down required for all
subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.).



(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (April 2003) (46 U.S.C.
Appx 1241 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.4 52.243-1 Changes—Fixed Price (Aug 1897)



52.211-15 Defense Priority and Allocation Requirements (Sep 1990)




Audits and Records — Negotiation




a) As used in this clause, records includes books, documents, accounting procedures and practices,
and other data, regardless of type and regardless of whether such items are in written form, in the
form of computer data, or in any other form.



(b) Examination of costs. If this is a cost-reimbursement, incentive, time- and-materials,
labor-hour, or price redeterminable contract, or any combination of these, the Contractor shall
maintain and the Contracting Officer, or an authorized representative of the Contracting Officer,
shall have the right to examine and audit all records and other evidence sufficient to reflect
properly all costs claimed to have been incurred or anticipated to be incurred directly or
indirectly in performance of this contract. This right of examination shall include inspection at
all reasonable times of the Contractor’s plants, or parts of them, engaged in performing the
contract.



(c) Cost or pricing data. If the Contractor has been required to submit cost or pricing data in
connection with any pricing action relating to this contract, the Contracting Officer, or an
authorized representative of the Contracting Officer, in order to evaluate the accuracy,
completeness, and currency of the cost or pricing data, shall have the right to examine and audit
all of the Contractor’s records, including computations and projections, directly related to—



(1) The proposal for the modification;



(2) The discussions conducted on the proposal(s), including those related to negotiating;



(3) Pricing of the modification; or



(4) Performance of the modification.



(d) Comptroller General.



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



(2) This paragraph may not be construed to require the Contractor or subcontractor to create or
maintain any record that the Contractor or subcontractor does not maintain in the ordinary course
of business or pursuant to a provision of law.



(e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the
Contracting Officer or an authorized representative of the Contracting Officer shall have the right
to examine and audit the supporting records and materials, for the purpose of evaluating



(1) the effectiveness of the Contractor’s policies and procedures to produce data compatible with
the objectives of these reports and



(2) the data reported.



(f) Availability. The Contractor shall make available at its office at all reasonable times the
records, materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of this
clause, for examination, audit, or reproduction, until 3 years after final payment under this
contract or for any shorter period specified in Subpart 4.7, Contractor Records Retention, of the
Federal Acquisition Regulation (FAR), or for any longer period required by statute or by other
clauses of this contract. In addition—



(1) If this contract is completely or partially terminated, the Contractor shall make available the
records relating to the work terminated until 3 years after any resulting final termination
settlement; and



(2) The Contractor shall make available records relating to appeals under the Disputes clause or to
litigation or the settlement of claims arising under or relating to this contract until such
appeals, litigation, or claims are finally resolved.



(g) The Contractor shall insert a clause containing all the terms of this clause, including this
paragraph (a), in all subcontracts under this contract that exceed the simplified acquisition
threshold and—



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(1) That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable
type or any combination of these;



(2) For which cost or pricing data are required; or



(3) That require the subcontractor to furnish reports as discussed in paragraph (e) of this clause.



52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (Oct 1997)




52.216-22 Indefinite Quantity (Oct 1995) (applicable to CLINs 0002 and 0003)




(a) 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) 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) 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.



(d) 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 December 31, 2012.



I.54 52.217-2 Cancellation Under Multi-Year Contracts (OCT 1997)(Modified)





	(1)	 	“Cancellation,” as used in this clause, means that the Government is canceling its
requirements for all supplies or services in program years subsequent to that in which notice
of cancellation is provided.






	 	(a)	 	Except for cancellation under this clause or termination under the Default clause,
any reduction by the Contracting Officer in the requirements of this contract shall be
considered a termination under the Termination for Convenience of the Government clause.
	 
	 	(b)	 	The ceiling for Government liability for cancellation costs and termination for
convenience costs shall be equivalent to the funds obligated on the Contract at the time
of termination minus the payments made under the Contract.
	 
	 	(c)	 	The cancellation charge shall be computed and the claim submitted as if the claim
were being made under the Termination for Convenience of the Government clause of this
contract. The Contractor shall submit the claim promptly but no later than 1 year from
the date — (1) Of notification of the nonavailability of funds; or (2) Specified in the
Schedule by which notification of the availability of additional funds for the next
succeeding program year is required to be issued, whichever is earlier, unless extensions
in writing are granted by the Contracting Officer.
	 
	 	(d)	 	The Contractor’s claim may include —





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	 	(e)	    	(1)	 	Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition
Regulation) which are applicable to and normally would have been amortized in all
supplies or services which are multi-year requirements;






	 	(2)	 	Allocable portions of the costs of facilities acquired or
established for the conduct of the work, to the extent that it is impracticable
for the Contractor to use the facilities in its commercial work, and if the costs
are not charged to the contract through overhead or otherwise depreciated;






	 	(3)	 	Costs incurred for the assembly, training, and transportation to and from the
job site of a specialized work force; and






	 	(4)	 	Costs not amortized solely because the cancellation had precluded anticipated
benefits of Contractor or subcontractor learning.








	 	(f)	 	The claim shall not include —






	 	(1)	 	Labor, material, or other expenses incurred by the Contractor or subcontractors
for performance of the canceled work;
	 
	 	(2)	 	Any cost already paid to the Contractor;
	 
	 	(3)	 	Anticipated profit or unearned fee on the canceled work; or
	 
	 	(4)	 	For service contracts, the remaining useful commercial life of facilities.
“Useful commercial life” means the commercial utility of the facilities rather than
their physical life with due consideration given to such factors as location of
facilities, their specialized nature, and obsolescence.






(g) In no case shall no case shall government cost accounting standards be applicable to this
clause or Contract. In the event that the clause refers to cost accounting standard, the
parties will substitute GAAP.



I.55 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
during the Pre-FOC phase and or the Imagery Acquisition phase.
	 
	(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 6 years.





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SECTION J — LIST OF ATTACHMENTS




	 	 	 	 	 
	Attachment	 	 	Description





[**Redacted**]




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ATTACHMENT
1




NEXTVIEW
STATEMENT OF WORK (SOW)




[**Redacted**]





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SOW TABLE OF CONTENTS








	 	 	 	 	 	 	 
	SOW — 1.

	 	Introduction
	 	 	1	 
	SOW — 2.

	 	Scope
	 	 	1	 
	SOW — 3.

	 	Terminology
	 	 	1	 
	SOW — 4.

	 	Program Requirements
	 	 	2	 
	 

	 	SOW — 4.1. Business Management
	 	 	2	 
	 

	 	SOW — 4.2. Technical Capability
	 	 	5	 
	Appendix A —

	 	Classified Requirements
	 	 	9	 
	Appendix B —

	 	Data Deliverables and Reports
	 	 	10	 
	 

	 	Shipping Instructions — AOR (Pre-FOC) or COR
(Imagery Acquisition Period)
Directed
	 	 	10	 
	Appendix C —

	 	Pre-FOC Milestones and Success Criteria
	 	 	11	 
	 

	 	Pre-FOC Payment Milestones
	 	 	11	 
	 

	 	Business Milestone Completion Criteria
	 	 	11	 
	 

	 	Schedule Milestone Completion Criteria
	 	 	12	 
	 

	 	Management Milestone Completion Criteria
	 	 	12	 
	 

	 	[***Redacted***]
	 	 	 	 
	Appendix D —

	 	Imagery Acquisition
	 	 	13	 
	 

	 	[***Redacted***]
	 	 	 	 
	 

	 	Preservation, Packaging and Marking:
	 	 	13	 
	Appendix E —

	 	Option 1: Value-Added Products
	 	 	13	 
	 

	 	[***Redacted***]
	 	 	 	 
	 

	 	Orthomosaics:
	 	 	13	 
	 

	 	[***Redacted***]
	 	 	 	 
	 

	 	CIB-1®:
	 	 	13	 
	 

	 	CIB-5TM:
	 	 	13	 
	 

	 	[***Redacted***]
	 	 	 	 
	 

	 	Digital Point Positioning Data Base (DPPDB):
	 	 	14	 
	Appendix F —

	 	NCDRD Assumptions, Exceptions and Applicable
Documents
	 	 	15	 
	Appendix G —

	 	Compliance Documents
	 	 	16	 
	[***Redacted***]
	 	 	 	 
	Appendix J —

	 	System Engineering LOE Support Effort
	 	 	17	 









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SOW — 1. Introduction




SOW — 2. Scope




This SOW provides the requirements for both the Pre-FOC effort and the NextView imagery acquisition
periods.



SOW  — 3. Terminology




Within the context of this SOW, the following definitions apply:




	 	•	 	“Unprocessed Sensor Data” refers to the data that is collected and directly downlinked
from the collector to receive points and processing stations on the ground.
	 
	 	•	 	“Imagery” refers to a literal representation obtained from raw visible, infrared, or
radar sensor measurements of a scene, together with associated metadata. The
representation integrates the sensor’s data across time and across spectral regions and may
be presented on film, electronic display devices or other media.
	 
	 	•	 	“Imagery-Derived Products” refers to a literal (image-like) or graphic representation of
an original image or information extracted from the image. The purposes of imagery-derived
products are to: 1) create value-added products that highlight specific types of
information in the image; 2) merge reconnaissance imagery with data from other sources; 3)
create imagery products or data that can be declassified; or 4) compress imagery data for
more efficient transmission
	 
	 	•	 	“Imagery Support Data” refers to the management data necessary to support image
collection, processing, exploitation and the generation of image products. Imagery Support
Data includes the orbital position of the satellite over time during the imagery collection
window, the start and stop time for the collection window, attitude position and sensor
pointing position over time during the image collection, geolocation coordinates of the
pixels as they’re being collected over time, and sun position with respect to the orbital
and attitude position of the satellite. Imagery Support Data may also include the list of
images to be or already collected, the cloud-freeness of this imagery, the collection plan
and the data related to tasking, collection, processing, and dissemination
	 
	 	•	 	“Imagery Services” includes imagery processing such as geopositioning, color enhancing,
ortho-rectification, generation of 3-D imaging products, and similar capabilities.
	 
	 	•	 	“Pre-FOC” refers to the first period of the NextView program, covered by the Other
Transaction Agreement (Part I), prior to Final Operational Capability (“FOC”), during which
the contractor researches, develops, deploys and tests its NextView-requirements responsive
system (including ground, software and collection system components) and imagery for
requirements compliancy.
	 
	 	•	 	“Imagery Acquisition Period” (previously known as Post-FOC period) refers to the second
period of the NextView program, covered by the FAR contract (Part II), during which the
contractor delivers unprocessed sensor data; and processes and delivers
requirements-compliant imagery,





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	 	 	 	imagery services, imagery-derived products, and imagery support data to NGA.






	 	•	 	“Tasking Priority” refers to the ranking process for satisfying customer’s tasking
requirements.
	 
	 	•	 	“Imagery Acquisition Period Fiscal Performance Plan (FPP)” Requirement deleted.
	 
	 	•	 	“DAP” is the Direct Access Program. [***Redacted***]
	 
	 	•	 	“DAF” means Direct Access Facility [***Redacted***]
	 
	 	•	 	“DG Minutes” refers to [***Redacted***] minutes withheld [***Redacted***] from NGA
capacity [***Redacted***]
	 
	 	 	 	DigitalGlobe shall declare a reservation to use DG Minutes [***Redacted***] before the
minutes are to be used [***Redacted***] DigitalGlobe will notify an NGA-designated
person/location(s) via e-mail of [***Redacted***] the pass to be reserved.
	 
	 	 	 	[***Redacted***]
	 
	 	 	 	DigitalGlobe will use DG Minutes globally and will make its best effort not to use all DG
Minutes in a single, concentrated area of the world.
	 
	 	•	 	“DG DAP Minutes” refers to a portion of the DG Minutes which DigitalGlobe shall, at its
sole discretion, assign to an unrestricted number of DAP customers. [***Redacted***]





Further particulars and specifics describing these products and related data and deliverables will
be delineated in subsequent sections of this SOW.



SOW — 4. Program Requirements




SOW — 4.1. Business Management



The contractor shall research and develop the capability to provide the needed unprocessed sensor
data; and requirements-compliant imagery, imagery services, imagery-derived products, and imagery
support data by NGA’s required date and sustain the provision of the same through the Imagery
Acquisition period of performance.



Components of Business Management for which status shall be provided to NGA include, but may not be
limited to, business plan progress, current operational metrics, business development metrics,
financial reports, status of financing arrangements and projections, commercial market performance
and future strategies, sales projections, market analysis, and business risk analysis.



SOW  — 4.1.1. Schedule




The contractor shall begin delivery of unprocessed sensor data and requirements-compliant imagery,
imagery services, imagery-derived products, and/or imagery support data from its U.S. commercial
imaging satellites, in compliance with NextView requirements (unless otherwise noted),
[***Redacted***]



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SOW  — 4.1.2. Status Information




SOW — 4.1.2.1. The contractor shall support the following regular exchanges of overall business
and program status information to NGA:




	 	•	 	Pre-FOC: Weekly Teleconferences between NGA AOR (or designee) and the contractor’s
program manager (or designee), except that this telecon will not be required in those weeks
containing either a PMR or a Milestone review.
	 
	 	•	 	Pre-FOC: Monthly Program Management Reviews (PMRs) to review WorldView satellite and
ground system development status and risks, held via teleconference or meeting (scheduled
at mutually convenient time; combined with major milestone reviews when they happen in the
same month). Approximately once per quarter, the PMR will occur face-to-face (in lieu of
telecon), at a mutually agreeable location and generally will be combined with major
milestone reviews when they happen in the same month.
	 
	 	•	 	Pre-FOC: A DigitalGlobe Business Review shall be included as a component of the PMR with
the Business Review occurring no more than once per quarter (as part of the face-to-face
PMR), except where the Business Review is explicitly identified as being part of a payment
Milestone Review in Appendix C, in which case the Business Review shall be part of the
payment Milestone Review and not the corresponding PMR. The information contained in a
Business Review shall be updated quarterly; if two milestones occur in the same quarter,
the same Business Review material may be presented in conjunction with both milestones.
	 
	 	•	 	Pre-FOC: Milestone reviews as identified in Appendix C.
	 
	 	 	 	Pre-FOC and Imagery Acquisition Period: Accommodations for an on-site NGA representative at
the contractor’s facility, with the ability to accommodate up to three on-site USG
representatives in the imagery acquisition phase during surge situations.
	 
	 	•	 	Pre- and Post-FOC: Accommodations for an on-site NGA representative at the contractor’s
facility, with the ability to accommodate up to three on-site USG representatives in the
post-FOC phase during surge situations.
	 
	 	 	 	DigitalGlobe shall provide office space, facility access, and access to available secure
telecommunications.
	 
	 	•	 	Pre-FOC: Online access by NGA or designee to contractor’s WorldView documentation,
metrics, action items, risk list, NextView meeting minutes, program management reports,
etc. via web-based tools and/or electronic dissemination methods such as ftp.
	 
	 	•	 	Pre-FOC and Imagery Acquisition Period: Online access by NGA or designee to a
contractor-maintained action item list metrics, action items, risk list, NextView meeting
minutes, program management reports, etc. via web-based tools and/or electronic
dissemination methods such as ftp.
	 
	 	•	 	Imagery Acquisition Period: Monthly PMRs that include reviews of the performance
metrics and other items as mutually agreed upon, held via teleconference or meeting
(scheduled at mutually convenient time).






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	 	 	 	Approximately once per quarter, the PMR will occur face-to-face (in lieu of telecon), at a
mutually agreeable location.





SOW — 4.1.2.2. The contractor shall provide overall status information to NGA or designee when
requested, as well as support USG-requested meetings with senior members of NGA. Expected requests
for information include, but are not limited to, overall business, finances, schedule, technical,
risk identification and mitigation, and operational status, as well as information on relevant
issues or details of high interest to NGA, the contractors, and/or their investors.



SOW — 4.1.2.3. Payments in the pre-FOC phase shall be tied to the milestones listed in Appendix C,
upon USG approval of the success criteria identified for each milestone in Appendix C, which shall
not be unreasonably withheld.







SOW — 4.1.2.4. The Service Level Agreement (SLA) commences on January 1, 2008 and payments in the SLA Imagery Acquisition phase shall
be made each month in the amount of $12,500,000.








SOW — 4.1.2.5. The contractor shall provide to NGA a camera description [***Redacted***]




SOW — 4.1.2.6. The contractor shall provide an initial baseline and updates to the system design;
system integration plan; and system, subsystem and component testing plan and activities.
[***Redacted***]



SOW — 4.1.2.7. The contractor also shall notify NGA of any changes to the system design,
integration and system, subsystem and component testing during development and operations.



SOW — 4.1.2.8. [***Redacted***]



SOW — 4.1.3. Security




The contractor shall accomplish the following tasks in accordance with the DD254.



The contractor shall provide electronic communications with NGA at the unclassified, collateral
Secret and Sensitive Compartmented Information (SCI) levels. [***Redacted***]



SOW — 4.1.3.1. The contractor shall ensure proper handling, storage, and use of all limited
distribution and classified USG Furnished Information.



SOW — 4.1.3.2. The contractor shall provide a sufficient number of personnel cleared at the
collateral Secret level to ensure compliance with these requirements.



SOW — 4.1.3.3. The contractor shall ensure proper handling, storage and use of all limited
distribution imagery and limited distribution and/or classified imagery-derived products that may
be deliverables under this contract.



SOW — 4.1.3.4. [***Redacted***]



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SOW — 4.1.3.5. The contractor shall allow NGA security personnel or designee to conduct inspections
of all their ground facilities used in performance under this agreement.



SOW — 4.1.3.6. The contractor shall provide the required security plan(s) and update these as
required.



SOW  — 4.1.4. License to Operate U.S. Commercial Imaging Satellites




The contractor has obtained and will maintain a license(s) from the U.S. Department of Commerce
(DoC) and FCC license(s) to build and operate a high-resolution satellite system capable of
providing imagery that meets the requirements of the WorldView system.



SOW  — 4.2. Technical Capability




The contractor shall have the technical capabilities to ensure collection and delivery to NGA of
unprocessed sensor data; and requirements-compliant imagery, imagery services, imagery-derived
products and imagery support data. Expected technical capabilities shall satisfy the requirements
for Imagery Type; Imagery Quality; Imagery Quantity; Geographic Access Characteristics; Tasking,
Collection, Processing & Dissemination Robustness, Agility and Flexibility; Imagery Support Data;
and End-to-End Timelines.



[***Redacted***]



SOW — 4.2.1. Imagery Acquisition Period Imagery Type




SOW — 4.2.1.1. The contractor shall provide electro-optical (EO) panchromatic imagery.
[***Redacted***]



SOW — 4.2.1.2. Spectral Imagery. [***Redacted***] Minor changes to the bandpass and band shape
of the multispectral bands may be made by the contractor as needed to address manufacturing issues
and minimize schedule risk.



SOW — 4.2.2. Imagery Acquisition Period Imagery Quality
[***Redacted***]




SOW — 4.2.2.4. Civil Commercial Applications Program (CCAP)



The contractor shall assist NGA in the further development of applicable CCAP test/inspection plans
and procedures that NGA will execute to verify that the basic imagery shall meet the criteria
established in SOW -4.2.2. including the Classified Appendix A — Classified Requirements. These
test/inspection plans and procedures shall be derived from existing USG procedures currently in use
in the ClearView program. The recommended subset of CCAP procedures is subject to USG approval.
NGA reserves the right to require the full set of ClearView test/inspection procedures be executed
with NextView imagery; however, achieving FOC for the WorldView system configurations requires
successful execution of only that subset of CCAP procedures required to meet the criteria
established in SOW-4.2.2.



SOW — 4.2.2.4.1. The contractor shall provide initial CCAP procedures at the System Summary and
Satellite Preliminary Design Review (PDR) and shall provide



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updates at the System Summary and Satellite CDR, the Pre-Ship Review, and the Launch Readiness
Review.



SOW — 4.2.2.4.2. Data used, test plan executed and evaluation results shall be provided to the USG
for independent CCAP evaluations and validation prior to the declaration of WorldView system FOC.
[***Redacted***] The USG shall use its best efforts to support the contractor’s CCAP certification
plan and timeline so as not to delay achievement of WorldView system FOC.



SOW — 4.2.3. Imagery Purchase Period Imagery Quantity
[***Redacted***]




SOW — 4.2.4. Imagery Acquisition Period Geographic Access
Characteristics




SOW — 4.2.4.1. The contractor shall be capable of imaging any location on the earth between 80
degrees North Latitude and 80 degrees South Latitude.



SOW — 4.2.4.2. [***Redacted***]



SOW — 4.2.5. Imagery Acquisition Period Tasking, Collection, Processing
and Dissemination Robustness, Agility and Flexibility




SOW — 4.2.5.1. Tasking and Collection



SOW — 4.2.5.1.1. Electronic Tasking. The contractor shall accept electronic tasking and
collection updates from NGA via the PMAA interface being developed as documented in the NGA
Commercial Data Definition Document (NCDDD), and the NGA DG-PMAA ICD (IF1AF52) (see Appendix G for
latest revisions). The accumulation of tasking requirements from NGA is referred to as the “tasked
list” and represents the collection plan from NGA.



[***Redacted***]



The contractor shall also accept orders via telephone, faxes and emails through the INTERNET or
other networks from NGA-authorized USG personnel. It is the presumption of NGA and the contractor
that the predominant method of ordering will be electronic. [***Redacted***]



SOW — 4.2.5.1.2. Frequency of Action. The contractor shall act upon daily and ad hoc updates from
NGA to the tasked list of desired imagery and collection characteristics (size, area covered,
spatial resolution, and priority). An ad hoc update shall be defined as a change to the currently
tasked list of desired imagery and their characteristics.



SOW — 4.2.5.1.3. [***Redacted***]



SOW — 4.2.5.2. Processing



At FOC, the contractor shall provide NextView compliant imagery and imagery-derived products in the
formats defined in the latest approved revisions of the NGA NITF 2.0 Dataset Definition Document
(NNDDD) and/or the NITF 2.1 Commercial Dataset Requirements Document (NCDRD) (see Appendix G for
latest revisions) with the following exceptions:



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[***Redacted***]



Supported NITF formats shall include support for NGA-preferred JPEG2000 NPJE encoding compliant
with BPJ2K01.00, NGA-preferred commercial Tagged Record Extensions (TREs) and Data Extension
Segments (DESs) pursuant to the exceptions and assumptions listed in Appendix F of the SOW.



[***Redacted***]



The JITC will certify implementation compliance for the Contractor-supported NITF 2.1 formats. The
contractor shall provide NextView-compliant imagery in the previous formats or GeoTIFF, as
specified by individual imagery acquisition period imagery orders. The Contractor shall support
these formats in imagery delivered electronically and on media.



[***Redacted***]



The list of offered value-added products, specifications and imagery services shall be as defined
in Appendix E.



SOW — 4.2.5.2.1.2. Quality Associated with Datasets. The contractor shall provide imagery meeting
the quality standards to support the production of Controlled Image Base at 1 and 5 meter
(CIB-1®, CIB-5TM) levels and imagery-derived products such as Digital Point Positioning
Data Bases (DPPDB)



[***Redacted***]



In
accordance with RFC N99-0013 and the associated Contractor ECP D2005-606, the Contractor shall
support coordination with Government personnel in planning for
installation of new GFE
communications equipment/capacity at the DigitalGlobe facility in
Longmont, Colorado, to support
testing of that equipment/capacity, and provide other related support
as per the negotiated final
ECP. The Contractor shall support an early interface test event as
identified in the Commercial
Imagery Systems Integration Working Group (CI SI WG) schedule. The
Contractor shall support a Beta
1 integration test event as identified in the CI SI WG schedule.



The Contractor shall use industry standard web services for
interactive delivery, including XML
interfaces to all the NGA systems that support XML.
The Contractor shall interface with PMAA in accordance with SOW section 4.2.5.1.1.




[***Redacted***]



SOW  — 4.2.6. Imagery Acquisition Period Imagery Support Data




SOW — 4.2.6.1. The contractor shall interactively work with NGA to develop an initial collection
deck. The objective is to provide a refined PMAA-ingestible standing collection deck prior to the
start of the imagery acquisition period and, subsequently, incremental collection deck updates
prior to the Worldview satellite launches.



SOW — 4.2.6.2. [***Redacted***]




SOW — 4.2.6.5. The contract reporting period shall start on January 1,



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2008. DigitalGlobe will make its best effort to deliver metric reports as soon as they are
available and starting not later than February 29, 2008. These metrics will be reported monthly
and the performance criteria will be rated monthly and on a global basis. [***Redacted***]



Metric Reports:




	•	 	Number of Tasking, Archive and Mixed orders — by region
	 
	•	 	Number of confirmed orders — by tasking level — by region
	 
	•	 	Number of km2 collected by tasking level — by region
	 
	•	 	Number of km2 collected by cloud cover — by region
	 
	•	 	Number of products by type delivered to NGA
	 
	•	 	Number of products by km2 delivered to NGA
	 
	•	 	[***Redacted***]





SOW  — 4.2.7 End-to-End Timelines




The timelines in this section represent a requirement for system capability for electronic
delivery, with the time a product is delivered defined as the time when the contractor transmits
electronically the last data bit of a product [***Redacted***]



SOW — 4.2.7.1 Except as identified in 4.2.7.2 below, all imagery requested by NGA for delivery as
a product and meeting the cloud-free requirements shall be electronically delivered to NGA
[***Redacted***]









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Appendix A — Classified Requirements



This Section Intentionally Left Blank. Please refer to “Classified Requirements — Geolocation
Accuracies”.



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Appendix B — Data Deliverables and Reports



Data Deliverables shall consist of the Interface Control Documents necessary for the interface
between the WorldView system and NGA systems.



 The
following table lists the reports that will be provided.


[***Redacted***]




Shipping Instructions — AOR (Pre-FOC) or COR (Imagery Acquisition Period) Directed




Reports and data submissions shall be delivered in accordance with instructions to be provided by
the Agreement Officer’s Representative (AOR)/Contracting Officer’s Representative (COR)



Additional Reporting Requirements




In addition to reporting requirements identified above, the contractor shall provide the following
items in support of imagery ordered and delivered:



Daily Operation Capability Report




A Daily Operation Capability Report for all operational satellites that are under contract to NGA
for data delivery. The Daily Operational Capability Report shall be in the same format as the
current DigitalGlobe — NGA Operational Capability Status Report.



[***Redacted***]












NextView Quality Plan




DigitalGlobe shall publish and maintain an Imagery Acquisition Period Quality Plan, applicable to
imagery CLINs, product CLINs, and product or service delivery orders. [***Redacted***]



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Appendix C — Pre-FOC Milestones and Success Criteria




The contractor shall develop, deliver and execute test/inspection plans and procedures for Pre-FOC
space and ground segments as required to meet the success criteria of major milestones as defined
within this section.
Pre-FOC Milestones (marked by ** within the tables) are met by conduct of the review. The
contractor shall provide the reports one to five days in advance of the meetings, on a
non-interference basis. NGA recognizes that these materials are subject to additional change
without notice. These reports will be made available to NGA and NGA consultants, subject to such
consultants being bound by appropriate nondisclosure agreements to protect contractor’s proprietary
and business confidential information.
Conduct of the review shall consist of:




	 	1.	 	NextView team notification of intent, date and place to host the review.
	 
	 	2.	 	Holding a review meeting addressing the subject materials in a manner consistent with
standard commercial practices, including in each review a status of open action items.
	 
	 	3.	 	Posting review materials from the meeting, consisting of






	 	a.	 	All presented materials and data
	 
	 	b.	 	Salient meeting notes, and
	 
	 	c.	 	Updates to the NextView program Action Items if appropriate






	 	4.	 	Completion of a Meeting Summary Checklist which certifies all criteria met, on a
line-item basis and serves as a single sign-off document for NGA





In the above, “demonstrates” means that DigitalGlobe will present test data, analysis, or other
evidence that reasonably supports the stated conclusion, in accordance with normal commercial
practices.



Pre-FOC Payment Milestones




The table below (Table 3) represent the payment dates (by milestone) with the associated cost
contributions for the contractor and NGA. Non-cost share payment milestones are shown in Table 5.



The Technical Milestone Completion Criteria and the associated schedule (referred to as the “Master
Schedule” during PMRs) — required to be completed before payment can be made — are detailed in
Table 6.



[3 pages ***Redacted***]




Business Milestone Completion Criteria




DigitalGlobe will provide the USG with relevant financial information at a mutually agreed upon
level of detail in or for the Government to monitor the progress of DigitalGlobe’s Business Plan
without hindering the execution of the plan. Both the USG and DigitalGlobe recognize that
forecasts and business plans are subject to review and adjustment over time. Reports on the status
of the Business Plan will be presented at each technical milestone achievement review. Submission
of these reports will satisfy this information requirement.



DigitalGlobe Goals



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The following information will be provided as demonstration of DigitalGlobe’s performance against
DigitalGlobe’s business plan.




	•	 	Comparison of actual to forecasted performance, as presented in the business plan.
	 
	•	 	Discussion of financing options available to DigitalGlobe in order to fulfill the
requirements under NextView.
	 
	•	 	Review the performance of commercial revenues sources and exploration of new and
emergent revenue sources.





     [***Redacted***]



Schedule Milestone Completion Criteria




The following Schedule Milestone criteria will be met for each Milestone. Presents an integrated
master schedule that demonstrates progress to date, identifies schedule risk, and describes margin
adjustments that allows Contractor to successfully reach the FOC defined in the statement of work
(see SOW 4.1.1). This criteria applies to all milestones.



Management Milestone Completion Criteria




The following Management Milestone criteria will be met for each Milestone. Contractor will
demonstrate that the execution of the Management Plan (staffing levels, facilities, security, key
personnel, risk management,) is sufficient to meet NextView program requirements. Contractor shall
implement an effective risk management process which identifies program risks, the probability and
associated impact of those risks, with mitigation strategies to ensure successful program
execution. These criteria apply to all milestones.



[8 pages ***Redacted***]










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Appendix D — Imagery Acquisition



Imagery Acquisition Period Payment and Pricing Schedules are contained in the NextView Imagery
Purchase agreement.



[4 pages ***Redacted***]




Preservation, Packaging and Marking:




(a) Preservation, packaging, packing, and marking shall be in accordance with standard practice for
commercial packaging. Marking shall include:




Nomenclature




Quantity




Government Contract Number




From: (Contractor name, address, and telephone number)




To: (Name and address of place of shipment)




“NOT FOR OUTSIDE USE”



Appendix E — Option 1: Value-Added Products




This appendix provides product descriptions and pricing for all value-added products under the
NextView agreement. [***Redacted***]



Orthomosaics:








Orthomosaic products are radiometrically corrected, sensor corrected, geometrically corrected,
orthorectified, and mapped to a cartographic projection and datum. Geometric corrections remove
spacecraft orbit position and attitude uncertainty, earth rotation and curvature, and panoramic
distortion.







[8 pages ***Redacted***]




CIB-1®:




Controlled Image Base 1 (CIB-1®) is a 1-meter, seamless data set of grayscale
ortho-corrected imagery. CIBs are produced from digital source images and are compressed and
reformatted to conform to the Raster Product Format (RPF) standard.



[***Redacted***]




CIB-5TM:




Controlled Image Base 5 (CIB-5TM) is a 5-meter, seamless data set of grayscale ortho-corrected
imagery. CIBs are produced from digital source images and are compressed and reformatted to
conform to the Raster Product Format (RPF) standard.



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[***Redacted***]




Digital Point Positioning Data Base (DPPDB):




DPPDB is a classified image product consisting of high-resolution digital stereo image pairs which
enable trained personnel to derive accurate three-dimensional coordinates for any identifiable
ground feature within the database area. The DPPDB consists of three main components: imagery
support data, digital reference map graphics, and stereo imagery.



[***Redacted***]










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Appendix F — NCDRD Assumptions, Exceptions and Applicable Documents




This appendix provides the exceptions and assumptions under which the contractor shall provide
NextView compliant imagery and imagery-derived products in the formats defined in the latest
approved revisions to the NGA NITF 2.0 Dataset Definition Document (NNDDD) and/or the NITF 2.1
Commercial Dataset Requirements Document (NCDRD) (see Appendix G) as outlined in SOW 4.2.5.2.



Assumptions and Exceptions:

Supported NITF formats shall include support for NGA-preferred JPEG2000 NPJE encoding compliant
with BPJ2K01.00, NGA-preferred commercial Tagged Record Extensions (TREs) and Data Extension
Segments (DESs) pursuant to the exceptions and assumptions.




	 	•	 	Contractor shall include NITF 2.1 TREs and DESs in accordance with contractor’s
NITF2.1 specifications and Contractor will add the new NCDRD mod 1 (dated October 21,
2004) TREs and DESs.
	 
	 	•	 	CSDIDA, as it is defined in section 3 of the NCDRD mod 1 (dated October 21, 2004),
is not unique for a product. IID2 is assumed to be unique.
	 
	 	•	 	FTITLE is a free-form defined by the CDP.
	 
	 	•	 	Contractor will package imagery exceeding 9.3GB into separate files.
	 
	 	•	 	Contractor is not implementing YCrCb J2K.
	 
	 	•	 	Contractor will pad J2K tiles/blocks to 1024 x 1024 boundaries. If partial tiles
are required for a particular product they will be produced. However, the delivery
timeline for that product will not be guaranteed. Contractor will be able to support
one product containing partial tiles per day up to a 9.3GB size.
	 
	 	•	 	Contractor will tie the origin upper left corner lat/long point of the cloud cover
grid to the upper left corner pixel of the product made.
	 
	 	•	 	In the case of the irregular polygon, CSCRNA will use the Minimum Bounding Rectangle
(MBR) and the corners described in the TRE might be blackfill pixels. Contractor will
set the FBKGC field = 7E 7E 7E (soft gray) and Pad/Fill pixels = 0 (black).
	 
	 	•	 	Attitude, Ephemeris and field alignments will be provided in a Basic product on an
acquisition basis and will not cover multiple NITF files.
	 
	 	•	 	GEOLOB and GEOPSB will follow the DIGEST Annex D definitions.
	 
	 	•	 	Shape files will be in lat/long WGS84 and will range from 3 to 1000 points.
	 
	 	•	 	Contractor will calculate the estimated NIIRS based on the product delivered
regardless whether the imagery is Panchromatic, Multi-spectral or Pan Sharpened.
	 
	 	•	 	Contractor will follow its commercial implementation of J2K-NPJE included in the
NextView baseline.





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Appendix G — Compliance Documents




This appendix lists the compliance documents and their location in the Statement of Work.



	 	 	 
	SOW Reference	 	Compliance Document
	4.2.5.1;

	 	DigitalGlobe (WorldView) to NGA Production Management
	4.2.5.3.1

	 	Alternative Architecture (PMAA) Segment Interface Control
Document, Revision F.
	 
	 	 
	4.2.5.2;

	 	NGA NITF 2.0 Dataset Definition Document (NNDDD)
	Appendix F

	 	(NSG-STD-001-05), dated 16 February 2006 as baselined in RFC
N01-0441
	 
	 	 
	4.2.5.2;

	 	NGA NITF 2.1 Commercial Dataset Requirements Document
	Appendix F

	 	(NCDRD) (STDI-0006), dated 16 February 2006 and as baselined
in RFC N01-0441
	 
	 	 
	4.2.5.3.1

	 	NGA DigitalGlobe to Unclassified National Information
Library Interface Control Document (IF1AF19), dated 16
February 2006 and as baselined in RFC N01-0441
	 
	 	 
	4.2.5.1.1

	 	NGA DigitalGlobe (DG) to Production Management Alternate
Architecture (PMAA) Interface Control Document (IF1AF52),
dated 16 February 2006 and as baselined in RFC N01-0441
	 
	 	 
	4.2.5.1.1

	 	NGA Commercial Data Definition Document
(NCDDD)(NSG-STD-002-05), dated 16 February 2006 and as
baselined in RFC N01-0441
	 
	 	 
	Appendix J

	 	NGA Joint Interface Control Process Guidebook, dated 3
November 2005





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[***Redacted***]



Section II — Consideration:




[5 pages ***Redacted***]




Appendix J — System Engineering LOE Support Effort




[***Redacted***]




Statement of Work




Task 1 — System Engineering Support




1.1 End-to-End Integration and Testing Support




	 	•	 	DG shall work with the Government Program Office and NSG segment developers to
identify and prioritize representative sample sets of NextView compliant test data.
	 
	 	•	 	DG will support the preparation of test data sets, interface testing plans and
procedures, and will provide support for test readiness reviews, test execution, and
testing of the interfaces as well as testing of functional changes that potentially
affect the interfaces. This will verify that changes to DigitalGlobe’s commercial system
do not perturb the NGA controlled formats as part of the overall effort to ensure that
the integrity of the contractually binding interface is maintained and sustained.
	 
	 	•	 	[***Redacted***]






1.2 Change Management/JICPG Support




	 	•	 	In accordance with the Interface Change Management process defined in the Joint
Interface Control Process Guidebook, Revision 1, dated 3 November 2005, DG shall provide
on-going systems engineering support to review and assess impacts of proposed future
revisions to the contractually binding interface and data formatting specifications
identified as compliance documents in Appendix G of the latest baselined revision of the
NextView SOW.
	 
	 	•	 	[***Redacted***]





Deliverables:





	 	•	 	DG will provide a summary at monthly PMRs reporting the cumulative number of hours and
dollars expended against each task, [***Redacted***]
	 
	 	•	 	DG shall provide a Master Suite of Test Data Sets based on mutual agreement between
the NV program Office and DG. This Master Test Set will cover the most likely set of
products to be ordered under the NV data purchase, [***Redacted***]






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ATTACHMENT 2

GOVERNMENT FURNISHED PROPERTY LIST




[**Redacted**]

[NOTE: 7 pages have been omitted]




UNCLASSIFIED

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ATTACHMENT 3

DD254 REVISION 2 DATED 04 DECEMBER 2007




[**Redacted**]

[NOTE: 14 pages have been omitted]




UNCLASSIFIED

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ATTACHMENT 4

LIST OF DATA DELIVERED WITH LIMITED RIGHTS




[**Redacted**]




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WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS





5









 








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ATTACHMENT 5

STATEMENT OF WORK FOR SYSTEMS ENGINEERING SERVICES




[**Redacted**]

[NOTE: 3 pages have been omitted]




UNCLASSIFIED

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