exv10w14



 






Exhibit 10.14




[*****] in this exhibit indicates that a confidential portion of the
exhibit has been omitted; such portion has been filed separately with
the Securities and Exchange Commission.





                              UNCLASSIFIED        HM1573-04-R-0002

FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS









	 	 	 	 	 	 	 	 	 	 
	SOLICITATION, OFFER AND AWARD

	 	 	1. THIS CONTRACT IS A RATED ORDER
UNDER DPAS (15 CFR 350)
	 	 	RATING
	 	 	PAGE            OF           PAGES

1            |           52
	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. CONTRACT (Proc. Inst. Ident.) NO.

HM1573-04-C-0014

	 	 	3. SOLICITATION NO. 

HM1573-04-R-002
	 	 	4. TYPE OF SOLICITATION

oSEALED BID (IFB)

þ NEGOTIATED (RFP)
	 	 	5. DATE ISSUED

15 April 2004
	 	 	6. REQUISITION/PURCHASE NO.
	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	7.
ISSUED BY

CODE

	 	 
	 	 	 
	 	 	8. ADDRESS OFFER TO (If other than item 7)
	NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY

ATTN: [*****]

4600 Sangamore Rd.

Bethesda, MD 20816-5003 Phone: [*****]	 	 	 
	 	 	 	 	 	 	 
	NOTE: In sealed bid solicitation “offer” and “offeror” mean “bid” and “bidder”.
	 	 	 	 	 	 	 
	SOLICITATION
	 	 	 	 	 	 	 
	9. Submit offer as detailed in section L.9.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	10. FOR INFORMATION
CALL:

	 	 	A. NAME:  [*****]
	 	 	B. TELEPHONE (NO OLLECT CALLS)

NUMBER [*****]
	 	 	1. E-MAIL ADDRESS	 	 	 	
[*****]     	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	11. TABLE OF CONTENTS





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(x)

	 	 	SEC.
	 	 	DESCRIPTION
	 	 	PAGE (S)
	 	 	(x)
	 	 	SEC.
	 	 	DESCRIPTION
	 	 	PAGE(S)	 
	 	PART I — THE SCHEDULE	 	 	PART II — CONTRACT CLAUSES	 
	 	X

	 	 	A
	 	 	SOLICITATION/CONTRACT FORM
	 	 	 	 	 	X
	 	 	I
	 	 	CONTRACT CLAUSES	 	 	 	 
	 	X	 	 	B	 	 	SUPPLIES OR SERVICE AND PRICES/COSTS	 	 	 	 	 	PART III — LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH.
	 
	 	X

	 	 	C
	 	 	DESCRIPTION/SPECS/WORK STATEMENT
	 	 	 	 	 	X
	 	 	J
	 	 	LIST OF ATTACHMENTS	 	 	 	 
	 	X	 	 	D	 	 	PACKAGING AND MARKETING	 	 	 	 	 	PART IV — REPRESENTATIONS AND INSTRUCTIONS
	 
	 	X

	 	 	E
	 	 	INSPECTION AND ACCEPTANCE
	 	 	 	 	 	X
	 	 	K
	 	 	REPRESENTATIONS, CERTIFICATIONS, AND	 	 	 	 
	 	X

	 	 	F
	 	 	DELIVERIES OR PERFORMANCE
	 	 	 	 	 	 	 	 	 	 	 	OTHER STATEMENTS OF OFFERORS	 	 	 	 
	 	X

	 	 	G
	 	 	CONTRACT ADMINISTRATION
	 	 	 	 	 	X
	 	 	L
	 	 	INSTRS., COND., AND NOTICES TO OFFERORS	 	 	 	 
	 	X

	 	 	H
	 	 	SPECIAL CONTRACT REQUIREMENTS
	 	 	 	 	 	X
	 	 	M
	 	 	EVALUATION FACTORS FOR AWARD	 	 	 	 
	 	OFFER (Must be fully completed by offeror)	 
	 	NOTE: ITEM 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.	 
	 	12.	 
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	13. DISCOUNT FOR PROMPT PAYMENT

	 	 	10 CALENDAR DAYS
	 	 	20 CALENDAR DAYS
	 	 	30 CALENDAR DAYS
	 	 	CALENDAR DAYS
	 

	 	 	N/A          %
	 	 	N/A          %
	 	 	 N/A          %
	 	 	N/A           %
	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14. ACKNOWLEDGMENT OF AMENDMENTS

	 	 	AMENDMENT NO.
	 	 	DATE
	 	 	AMENDMENT NO.
	 	 	DATE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	(The offeror acknowledges receipt of amendments to the

	 	 	 	01	 	 	 	5/21/04	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	solicitation and related documents)
numbered and dated:

	 	 	 	02	 	 	 	5/26/04	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15A. NAME

	 	 	CODE
	 	 	1CGQ7	 	 	FACILITY	 	 	16. NAME AND TITLE OF PERSON AUTHORIZED
	AND

ADDRESS

OF

OFFEROR

	 	ORBIMAGE Inc.
 21700 Atlantic Blvd.

Dulles, VA 20166

CAGE: 1FND1
	 	 	 	 	 	 	 	 	TO SIGN OFFER (Type or print)


Matthew O’Connell

President and Chief Executive Officer








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	15B. TELEPHONE NO. (Include area code)
          
703 480 7524

	 	 	15C. CHECK IF REMITTANCE ADDRESS o IS
DIFFERENT FROM ABOVE — ENTER          SUCH ADDRESS
	 	 	17. SIGNATURE
	 	 	18. OFFER DATE
September 27, 2004
	 	 	 	 	 	 	 	 	 	 
	AWARD (To be completed by Government)

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	19. ACCEPTED AS TO ITEM NUMBERED

	 	 	20. AMOUNT
	 	 	21. ACCOUNTING AND APPROPRIATION
	

	 	 	$	197,125,779.00	 	 	 	TBD
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:	 	 	23. SUBMIT INVOICES TO ADDRESS SHOWN IN	 	 	 	ITEM
	o 10 U.S.C. 2304(c)(          )                    o 41 U.S.C. 253(c)(          )	 	 	See Section G	 	 	 	 	 
	 	 	 	 	 	 	 
	24. ADMINISTRATION BY (If other than Item 7) CODE	 	 	 	 	25. PAYMENT WILL BE MADE BY 
CODE	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	26. NAME OF CONTRACTING
OFFICER (Type or print)

           [*****]	 	 	27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)	 	 	 	 	28. AWARD DATE
	 	 	 	 	 	 	 
	IMPORTANT — Award will be made on this form, or on the Standard Form 26, or by other authorized official written notice.








	 	 	 
	NSN
7540-01-152-8064  9-97)

	 	STANDARD FORM 33
	PREVIOUS EDITION NOT USABLE

	 	Prescribed by GSA






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Part II Post-FOC Activities




SECTION B — SUPPLIES OR SERVICES AND PRICES/COSTS




Scope and Period of Performance. This is Firm-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 the beginning of the Post-FOC period as specified in the Statement of Work April
1, 2007 and for 18 months thereafter and estimated to conclude on September 30, 2008



B.1 Line Item 0001 — Post-FOC COMMERCIAL IMAGERY




The scope of effort for this firm-fixed price line item is defined in Statement of Work Section 4.2
and Appendix D. This effort is priced at the amount set forth below.



Total FFP: $197,125,779




Funds are not presently available for the full amount of CLIN 0001. The Government intends to
incrementally fund CLIN 0001. 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 orders and until the
Contractor receives notice of such availability in writing from 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 Statement of Work appendix E. This effort is
estimated at the amount set forth below.



Minimum Amount: $0

Maximum Amount: $150,000,000 During Post-FOC Period



Estimated Amount: $75,000,000 per year (see note 1) (see note 2)



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Note 1: Line Item 0002 funding is in addition to Line Item 0001.

Note 2: Line Item 0002 funding estimates are for Imagery Derived Products and Services cited
in Table 4-6 of the Cost/Price Volume: Geopositioning, CIB-1, CIB-5, DPPDB, Image City Maps
(ICM), and Orthorectified Mosaics.



Line Item 0002 is an indefinite-quantity line item for the supplies or services. Prices are
specified in the Statement of Work, and are effective for the entire period of performance.
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.



B.3 Total Contract Price/Total Contract Funding




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Line Item	 	 	Maximum Total	 	 	 	 	 	 	 	 	Obligated	 	 	 	Unfunded	 	 
	 	#	 	 	Price	 	 	 	Current Total Price	 	 	 	Amount	 	 	 	Amount	 	 
	 	0001
	 	 	$	197,125,779	 	 	 	$	197,125,779	 	 	 	$	0	 	 	 	$[fill-in]	 
	 	0002
	 	 	$	150,000,000	 	 	 	$	150,000,000	 	 	 	 	N/A	 	 	 	 	   N/A	 	 
	 	Total
	 	 	$	347,125,779	 	 	 	$	347,125,779	 	 	 	$	0	 	 	 	$[fill-in]	 
	 





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SECTION C — DESCRIPTION/SPECIFICATIONS/WORK STATEMENT




C.1 — Statement of Requirements




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 dated September
27, 2004.



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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.



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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.



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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

	 
	 	(c)	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 21700 Atlantic Blvd, Dulles, VA 20166.



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:



[*****]




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



[*****]




F.4 Personal Delivery




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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.



F.5 Term of this Contract




This Contract commences upon execution and is estimated to continue through 30 September 2008.
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: Destination




The articles to be furnished hereunder shall be delivered in accordance with the instructions of
the NextView Contracting Officer or as designated at the time or tasking.



 



			
	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 a 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.



(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, no 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



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(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.



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




     Wire payments should be sent to the benefit of: ORBIMAGE Inc.



21700 Atlantic Blvd

Dulles, VA

20166




	 	 	 
	ABA Routing:

	 	026009593  
	BIC:

	 	bofaus3n  
	Account Name:

	 	Orbital Imaging Corporation 
	DUNS Number:

	 	824842249  
	Account Number:

	 	4122850189  
	Tax ID:

	 	54-1660268  






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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:



	 	 	 
	

	 	Address






Contracting Officer: [*****]




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




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 Contracting Officer receives the information. 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



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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 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)  



(2)  


(3)  	Contracting Officer specified on each order



DFAS office as specified on each order



Receiving office as specified on each order





G.7 Advance Payment




Advance payment of 15% of the annual commitment under CLIN 0001 will be due at the beginning of
each contract year of performance, 15 November, pending the Contracting Officer’s acceptance of the
Contractor’s security for advance payments. The advance payment will be liquidated by invoicing
85% of the monthly invoice.



Advance payment of 15% of orders placed under CLIN 0002 will be due at the time of order placement.
The Contractor shall coordinate with the Contracting Officer prior to the placement of any charges
for advance payments. Subsequent to the processing of charges for any advance payment, the
Contractor shall submit a signed certification containing the following information:



(1) Contractor
name


(2) Contract and applicable CLIN numbers


(3) For each specific charge processed




	 	   	a            Credit
card number charged


b            Cardholder
name


c            Date
charge processed


d            Amount





(4) Total of all charges processed



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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 Secret Collateral. The maximum classification of
reports is classified Secret Collateral. The maximum classification of hardware is classified
Secret Collateral. 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, the Contracting
Officer 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, witness fabrication and assembly, and monitor



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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.



H.6 552.227-9000 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
Director, National Geospatial-Intelligence Agency, knowingly use the words “National
Geospatial-Intelligence Agency” the initials “NGA” the seal of the National Geospatial Intelligence
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 Director, NGA.



(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 such final determination, enter such
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



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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 successive six-month extension and 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



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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 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 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.



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(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.



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:



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	 	(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 June 15, 2004 is incorporated herein by reference and made a part of this Contract.




H.18 Reserved




H.19 Key Personnel




(a) The Contractor shall identify the key technical, management and administrative personnel to be
assigned to work under this Contract:



	 	 	 
	Name	 	Title
	Lee F. Demitry

	 	Vice President Space Systems Engineering and 
	 

	 	 NextView Program Manager
	Alex Fox

	 	Deputy Program Manager and IPT
	Tony Anzilotti

	 	Finance Lead
	Patricia Manghelli

	 	Contracts Lead
	John Spuria

	 	Space & Launch Segment Development Manager
	Richard Blumberg

	 	Ground Segment Development Manager
	Robert Ferraro

	 	Satellite Operations Lead
	Dennis Holdman

	 	Imaging Operations Lead
	Aaron Cole

	 	Tasking & Collection Lead
	Chuck Tremper

Mike Schmidt

	 	Imaging Processing Lead

Product Dissemination & Distribution Lead






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(b) The personnel specified above are considered to be essential to the work performed hereunder.
Prior to diverting any of the specified individuals to other programs, the Contractor shall provide
advance notification of at least thirty (30) calendar days to the Contracting Officer and shall
submit resumes of the proposed substitutes in sufficient detail to permit evaluation of the impact
on the program. No diversion from the above procedure shall be made by the Contractor without the
written consent of the Contracting Officer, provided that the Contracting Officer may ratify in
writing such diversion and such ratification shall constitute the consent of the Contracting
Officer required by this clause.



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 by Licensed Users, 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:



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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




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



H.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



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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.




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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;



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(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;




(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.



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(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. Unless the contract specifically provides otherwise, risk of loss or damage to
the supplies provided under this contract shall remain with the Contractor until, and shall pass to
the Government upon:





(1) Delivery of the supplies to a carrier, if transportation is f.o.b.
origin; or




(2) Delivery of the supplies to the Government at the destination
specified in the contract, if transportation is f.o.b. destination.



(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




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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.




(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



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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.



Contract Terms and Conditions Required to Implement Statutes or Executive

Orders—Commercial Items (Oct. 2003)




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(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




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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 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




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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).




(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
miNGAl number of additional clauses necessary to satisfy its contractual obligations.




52.243-1 Changes—Fixed Price (Aug 1987)




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




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




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-




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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—




(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




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paragraph (e) of this clause.




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 —






	 	(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



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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.



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 Post-FOC 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	 
	1

	 	 NextView Statement of Work (SOW) dated 27 September 2004	 
	 
	2

	 	Government Furnished Property	 
	 
	3

	 	DD254, Contract Security Classification Specification	 
	 
	4

	 	List of Data Delivered with Government Purpose Rights	 
	 
	5

	 	List of Data with Limited Rights	 






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SECTION J - LIST OF ATTACHMENTS

Pre-FOC Agreements # HM1573-04-3-0001/Post-FOC Contract # HM1573-04-C-0014




	 	 	 
	Attachment	 	Description
	 
	 	 
	1

	 	NextView Statement of Work (SOW) dated 12 November 2004
	 
	2

	 	Government Furnished Property
	 
	3

	 	DD254, Contract Security Classification Specification
	 
	4

	 	List of Data Delivered with Government Purpose Rights
	 
	5

	 	List of Data with Limited Rights






 









 






ATTACHMENT 1

STATEMENT OF WORK




 









 








NextView-ORBIMAGE




Volume 8.0_ Revised Version 6


Statement of Work




	 	 	 
	For:

	 	By:
	National Geospatial-Intelligence Agency

	 	ORBIMAGE Inc.
	4600 Sangamore Road

	 	21700 Atlantic Boulevard
	Bethesda, MD 20816-5003

	 	Dulles, VA 20166






12 November 2004









In Response to:

Contract # HM1573-04-3-0001




Restrictions on Use, Publication, or Disclosure of Proprietary

Information




This document contains information proprietary to ORBIMAGE Inc. or to third parties to which
ORBIMAGE Inc. may have a legal obligation to protect such information from unauthorized
disclosure, use or duplication. Any disclosure, use or duplication of this document or of any
of the information contained herein for other than the specific purpose for which it was
disclosed is expressly prohibited, except as ORBIMAGE Inc. may otherwise agree to in writing.




WARNING: The export of technical data without approval from the U.S. Department of State is
prohibited by the Arms Export Control Act, Title 22, U.S.C., Sec. 2751, et seq. and the
International Traffic in Arms





 









 








Regulations (ITAR), 22 C.F.R. Sec 120, et seq. Violations of these laws and regulations carry
severe criminal penalties.




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[Note: 48 pages have been omitted.]





 









 








ATTACHMENT 2

GOVERNMENT FURNISHED PROPERTY




 









 








	 	 	 
	UNCLASSIFIED

	 	HM1573-04-3-0001





FOR OFFICIAL USE ONLY



WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS




Attachment 2 – Government Furnished Property List




The following items shall be furnished by the Government for the performance of the subject legal
instrument.




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ATTACHMENT 3

DD254, CONTRACT SECURITY CLASSIFICATION SPECIFICATION




 









 








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ATTACHMENT 4

LIST OF DATA DELIVERED WITH GOVERNMENT PURPOSE RIGHTS




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ATTACHMENT 5

LIST OF DATA DELIVERED WITH LIMITED PURPOSE RIGHTS




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