HC1047-14-C-4000



    

 


Section B - Supplies or Services and Prices


 


	ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	0001	 	64,000,000	Lot	$1.00	$64,000,000.00
	 	
        Year 1

        FFP

        Pricing is effective 22 October 2013 - 21 October 2014 and is
        in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

        Invoicing: The Contractor shall invoice monthly, in arrears,
        for acceptable services rendered. The Contractor shall invoice $5,333,333.00 for Months 1 through 11 and $5,333,337.00 for Month
        12.

        FOB: Destination 
	 
	 
	 	NET AMT	$64,000,000.00
	 
	 	
        ACRN AA

        CIN: 000000000000000000000000000000
	 	
        $64,000,000.00

         



 


	ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	0002	 	12	Months	$6,000,000.00	$72,000,000.00
	 	
        Year 2

        FFP

        Pricing is effective 22 October 2014 - 21 October 2015 and is
        in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

        Invoicing: The Contractor shall invoice monthly, in arrears,
        for acceptable services rendered.

         

        FOB: Destination 
	 
	 	 	 
	 	NET AMT	$72,000,000.00
	 	 	 	 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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	ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	0003	 	88,000,000	Lot	$1.00	$88,000,000.00
	 	
        Year 3

        FFP

        Pricing is effective 22 October 2015 - 21 October 2016 and is
        in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

        The Contractor shall invoice $7,333,333.00 for Months 1 through
        11 and $7,333,337.00 for Month 12.

        FOB: Destination 
	 
	 	 	 
	 	NET AMT	$88,000,000.00
	 	 	 	 


 


	ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	0004	 	88,000,000	Lot	$1.00	$88,000,000.00
	 	
        Year 4

        FFP

        Pricing is effective 22 October 2016 - 21 October 2017 and is
        in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

        The Contractor shall invoice $7,333,333.00 for Months 1 through
        11 and $7,333,337.00 for Month 12.

         

        FOB: Destination 
	 
	 	 	 
	 	NET AMT	$88,000,000.00
	 	 	 	 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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	ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	0005	 	88,000,000	Lot	$1.00	$88,000,000.00
	 	
        Year 5

        FFP

        Pricing is effective 22 October 2017 - 21 October 2018 and is
        in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

        The Contractor shall invoice $7,333,333.00 for Months 1 through
        11 and $7,333,337.00 for Month 12.

         

        FOB: Destination 
	 
	 	 	 
	 	NET AMT	$88,000,000.00
	 	 	 	 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section C - Descriptions and Specifications


 


SECTION C


PERFORMANCE WORK STATEMENT


 


General Description of Supplies and Services


 


All work performed under this contract shall be provided as
defined within this contract and in the applicable attachments identified and incorporated in Section J. The following document
is provided in Section J and is incorporated by reference into this Section C:


 


		a)	Statement of Work (SOW) entitled Enhanced Mobile Satellite Services Airtime dated 18 October 2013 and as amended (Section J
Attachment 1).



 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section D - Packaging and Marking


 


MARKING REQUIREMENTS


 


PACKAGING AND MARKING OF DELIVERABLES


 


		D-1	Packaging and marking of all deliverables shall be in accordance with the best commercial practice necessary to ensure safe
and timely delivery at destination, in accordance with the applicable security requirements.



 


		D-2	All data and correspondence submitted to the Contracting Officer or the Contracting Officer's Representative (COR) shall reference
the contract number and the name of the Contract Specialist and/or COR as appropriate. A copy of all correspondence sent to the
COR shall be provided to the Contracting Officer.



 


		D-3	Distribution marking shall be in accordance with the latest edition of DOD Directive 5230.24. Technical data submitted with
limited rights, restricted rights, and copyrights shall be marked in accordance with DFARS 252.227-7013 or DFARS 252.227-7015 as
applicable.



 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section E - Inspection and Acceptance


 


INSPECTION AND ACCEPTANCE TERMS


 


Supplies/services will be inspected/accepted at:


 


	CLIN	INSPECT AT	INSPECT BY	ACCEPT AT	ACCEPT BY
	0001	Destination	Government	Destination	Government
	0002	Destination	Government	Destination	Government
	0003	Destination	Government	Destination	Government
	0004	Destination	Government	Destination	Government
	0005	Destination	Government	Destination	Government


 


CLAUSES INCORPORATED BY REFERENCE


 


	52.246-4	Inspection Of Services--Fixed Price	AUG 1996	 


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section F - Deliveries or Performance


 


DELIVERY INFORMATION


 


	CLIN	DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	UIC
	 	 	 	 	 
	0001	
        POP 22-OCT-2013 TO

        21-OCT-2014
	N/A	
        DEFENSE INFORMATION SYSTEMS AGENCY

        BRENDAN MOLLOY

        P.O. BOX 549

        FT. MEADE MD 20755

        301-225-4847

        FOB: Destination
	HC1047
	 	 	 	 	 
	0002	
        POP 22-OCT-2014 TO

        21-OCT-2015
	N/A	
        (SAME AS PREVIOUS LOCATION)

        FOB: Destination
	HC1047
	 	 	 	 	 
	0003	
        POP 22-OCT-2015 TO

        21-OCT-2016
	N/A	
        (SAME AS PREVIOUS LOCATION)

        FOB: Destination
	HC1047
	 	 	 	 	 
	0004	
        POP 22-OCT-2016 TO

        21-OCT-2017
	N/A	
        (SAME AS PREVIOUS LOCATION)

        FOB: Destination
	HC1047
	 	 	 	 	 
	0005	
        POP 22-OCT-2017 TO

        21-OCT-2018
	N/A	
        (SAME AS PREVIOUS LOCATION)

        FOB: Destination
	HC1047


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section G - Contract Administration Data


 


ACCOUNTING AND APPROPRIATION DATA


 


	AA: 97X4930.5F20 000 C1013 0 068142 2F 233003 Y7BXXM EMSBB CMTNSK147011 
	AMOUNT: $64,000,000.00 
	CIN 000000000000000000000000000000: $64,000,000.00 


 


CLAUSES INCORPORATED BY REFERENCE


 


	252.232-7003	Electronic Submission of Payment Requests and Receiving Reports	JUN 2012	 


 


CLAUSES INCORPORATED BY FULL TEXT


 


52.204-9000 Points of Contact (AUG 2005)


 


Contracting Officer


Name: Clare A. Grason


Organization/Office Symbol: DITCO/NCR/PL64


Phone No.: (301)-225-4076


E-Mail Address: clare.a.grason.civ@mail.mil


 


Contract Specialist


Name: Marilena May


Organization/Office Symbol: DITCO/NCR/PL64


Phone No.: (301)-225-4523


E-Mail Address: marilena.j.may.civ@mail.mil


 


Customer/COR/TM Point of Contact


Name: Brendan Molloy


Organization/Office Symbol: NSK1


Phone No.: (301)-225-4847


E-Mail Address: brendan.j.molloy.civ@mail.mil


 


Contractor Point of Contact


Contractor Legal Business Name: Iridium Satellite LLC


DUNS: 148549087


CAGE CODE: 1R7A4


Contractor POC: Scott Scheimreif


E-Mail Address: Scott.Scheimreif@iridium.com


Phone Number: 703-287-7446 OR 202-297-2959


Fax Number: 703-287-7540


 


(End of clause)


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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52.232-9002 ELECTRONIC INVOICING FOR TELECOMMUNICATIONS
SERVICES (DEC 2012)


 


Electronic invoices shall be submitted to the Defense Financial
and Accounting Services (DFAS) for telecommunications services. For further details and instructions go to: http://www.dfas.mil/contractorsvendors/faqs.html,
or contact DFAS Systems Support Operations at CCO-FAB@DFAS.mil or DFAS customer service at 800-756-4571, option 2, then
option 1.


 


(End of clause)


 


252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)


 


(a) Definitions. As used in this clause--


 


Department of Defense Activity Address Code (DoDAAC) is a six
position code that uniquely identifies a unit, activity, or organization.


 


Document type means the type of payment request or receiving
report available for creation in Wide Area WorkFlow (WAWF).


 


Local processing office (LPO) is the office responsible for
payment certification when payment certification is done external to the entitlement system.


 


(b) Electronic invoicing. The WAWF system is the method to electronically
process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission


of Payment Requests and Receiving Reports.


 


(c) WAWF access. To access WAWF, the Contractor shall--


 


(1) Have a designated electronic business point of contact in
the Central Contractor Registration at https://www.acquisition.gov; and


 


(2) Be registered to use WAWF at https://wawf.eb.mil/ following
the step-by-step procedures for self-registration available at this Web site.


 


(d) WAWF training. The Contractor should follow the training
instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through


WAWF. Both can be accessed by selecting the “Web Based
Training” link on the WAWF home page at https://wawf.eb.mil/.


 


(e) WAWF methods of document submission. Document submissions
may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.


 


(f) WAWF payment instructions. The Contractor must use the following
information when submitting payment requests and receiving reports in WAWF for this contract/order:


 


(1) Document type. The Contractor shall use the following document
type(s).


Services Only, select “2-n-1 (Services Only)”


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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(Contracting Officer: Insert applicable document type(s). Note:
If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice”
(stand-alone) and


“Receiving Report” (stand-alone) document type may
be used instead.)


 


(2) Inspection/acceptance location. The Contractor shall select
the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.


 


Not Applicable.


 


(3) Document routing. The Contractor shall use the information
in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports
in the


system.


 


	Routing Data Table*
	Field Name in WAWF	 	Data to be entered in WAWF
	 	 	 
	Pay Official DoDAAC	 	HQ0131
	Issue By DoDAAC	 	HC1047
	Admin DoDAAC	 	HC1047
	Inspect By DoDAAC	 	____
	Ship To Code	 	HC1047
	Ship From Code	 	____
	Mark For Code	 	____
	Service Approver (DoDAAC)	 	____
	Service Acceptor (DoDAAC)	 	HC1047
	Accept at Other DoDAAC	 	____
	LPO DoDAAC	 	____
	DCAA Auditor DoDAAC	 	____
	Other DoDAAC(s)	 	____
	 	 	 


 


(4) Payment request and supporting documentation. The Contractor
shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies
delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix
F, (e.g. timesheets) in support of each payment request.


 


(5) WAWF email notifications. The Contractor shall enter the
email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted
in the system.


	Acceptor:	Brendan Molloy
	Name:	Brendan Molloy
	Phone Number:	301-225-4847
	E-Mail:	brendan.j.molloy.civ@mail.mil


 


(g) WAWF point of contact. (1) The Contractor may obtain clarification
regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.


 


http://www.ditco.disa.mil/hq/WAWF/.


 


(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.


 


(End of clause)


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section H - Special Contract Requirements


 


DARS 52.239-9001


52.239-9001 Data Information Assurance Protection


 


DATA INFORMATION ASSURANCE PROTECTION (JULY 2006)


 


(a) The contractor shall protect and safeguard
sensitive Government Provided Information (GFI) and data from inadvertent disclosure, misuse, display, theft, and unauthorized
actions that would destroy or render the information unavailable for specific government use. Should the contractor, or one of
his/her employees, make any inadvertent or any unauthorized disclosure(s) or willfully participate in activities that result in
detrimental harm to the protection and safeguarding of sensitive (GFI) and data, such actions may be considered to be a breach
of this contract and the terms of the Default clause may be invoked. The contractor shall afford safeguarding consistent with
the protection requirements identified by the government until such time the government deems the information/data is no longer
sensitive and provides corresponding written notification to the contractor.


 


(b) All contractor and support contractor personnel
with access to DISA and DOD Information Systems shall complete initial information assurance awareness and annual refresher training
in accordance with DOD Directive, 8570.01, IA Training, Certification, and Workforce Management. Contractors shall
submit their proof training or certification to the Contracting Officer’s Representative within 30 days of contract award.


 


(c) To support IA professionals, the DoD IA Portal
(IA Support Environment (IASE)) provides DOD IA policy-training requirements and DoD sponsored training. The IA Portal is located
at http://iase.disa.mil. This site also provides access to DOD Directive 8500.1, Information Assurance (IA),
and DOD 8570.1-M, Information Assurance Workforce Improvement Program.


 


(End of clause)


 


CONTRACT FUNDING


H1 – Contract Funding


The legal authority for this multi-year contract is 40 USC 501(b)(1)(B)
and DFARS subpart 239.74. This contract may be funded incrementally on an annual basis according to the following schedule:


	CLIN 0001	$64,000,000.00
	CLIN 0002	$72,000,000.00
	CLIN 0003	$88,000,000.00
	CLIN 0004	$88,000,000.00
	CLIN 0005	$88,000,000.00


Iridium shall be entitled to submit monthly invoices in arrears
for services rendered during the PoP of each CLIN in amounts equal to 1/12 of the total price for that CLIN.


 


SUBSCRIPTIONS


H2 – Subscriptions


a) The terms and conditions contained within this clause (“H2”)
pertain to Contract Line Items (CLINs) 0001 through 0005.


b) [***]. The prices agreed to herein are effective regardless
of the actual number of users.


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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c) Any and all DISA-Sponsored subscribers (users) may utilize
this contract. DISA-Sponsored subscribers may include all United States Government Federal Agencies, states and municipalities
within the United States or United States territories, United States Government allies, and other people, organizations or nations
sponsored by DISA.


 


SATELLITE NETWORK ACCESS


H3 – Satellite Network Access


The Government
and Iridium hereby commit to the establishment of fair and reasonable policies for the effective utilization of the Iridium Satellite
Constellation. The intent of these policies will be to explain the proper and optimal use of the services offered herein as improper
use can be detrimental to network performance and therefore service quality. These policies shall include the identification of
limitations and/or constraints associated to enhanced services (specifically [***]
and [***]), mechanisms and procedures for detecting, reporting, interpreting,
and remedying issues or problems specific to subscribers (users) covered under this contract; the remediation of issues or problems
may include a multiple step process up to and including disruption of service.


 


CONTRACT SCOPE


H4 – Contract Scope


The following Iridium airtime services are provided on an unlimited
basis under this contract for an unlimited number of DISA-Sponsored subscribers (users).


1) Voice Data Services: Includes Basic Telephony, Secure Voice,
Facsimile, RUDICS Services, and follow-on or future voice-enabling capabilities.


2) Paging Services: Includes Stand-alone & Follow-Me Paging
Services, and follow-on or future paging-enabling capabilities.


3) Short Burst Data Services and follow-on or future Short Burst
Data-enabling capabilities.


4) Distributed Tactical Communications System (DTCS) or “Multicast”
Services, including existing capabilities and all future evolutions of the service.


5) OpenPort Services for up to ten (10) OpenPort devices. This
Service is effective subject to the separately authorized deployment of OpenPort infrastructure at the EMSS Gateway.


6) [***]


7) Position Location Information (PLI) will be provided for
all applicable services under this contract.


 


PRIORITY OF SERVICE


H5 – Priority of Service


Iridium agrees to provide up to [***] priority SIM cards for
DISA-Sponsored users.


The basis
for Iridium Priority, Precedence, and Pre-Emption (PPP) service is the set of mechanisms designed for, and already implemented
in, the Iridium Satellite Network for signaling and system management purposes. The Iridium Satellite Network utilizes two resource
management functions, Acquisition Class (AC) control and Priority Class (PC) control, to assure access to communication channels
for priority users. PPP service is currently available for Subscriber Information Module (SIM) based services only. Only subscriber
devices with the proper AC are allowed to start the acquisition process. ACs range from [***].
Currently, ACs [***] and [***]
are under SV flow control for non-safety and non-priority Iridium devices. ACs [***]
and [***] are not under SV flow control and can be utilized to designate
priority service over the constellation. DoD priority SIM cards will be assigned AC [***].


 


The AC
governs which subscriber devices will be permitted access to the satellite constellation while the PC provides continued access
for DoD priority calls. The Iridium Satellite Network supports four Priority Class levels. Each satellite has priority queuing
for both channel assignment of new calls and handoff order of in-progress calls. High priority calls take precedence and are queued
before low priority calls. There are [***] levels of PC that can
be mapped based on DoD requirements:


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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PC [***]


PC [***]


PC [***]


PC [***]


 


Iridium and the Government will coordinate to develop and establish
acceptable Information Assurance (IA) processes which comply with applicable Government Information Assurance regulations and directives
and that also conform to Iridium’s priority of service protocol.


 


SERVICE AVAILABILITY


H6 – Service Availability


Service availability is defined as the ability of an EMSS customer
to be able to obtain and maintain service connectivity for any service under this contract.


Iridium is required to meet the service availability requirements
defined and contained within this contract’s Statement of Work.


[***]


Any credit shall be applied to the invoice for the applicable
month in which the actual service performance did not meet the target service performance metric; provided, however, that in no
event shall the total disincentive payment credits for an individual contract year exceed [***].


The [***]
and [***] exclude any outage that may be caused by: (1) interference
caused by Ka-Band transmissions from other satellite systems; (2) outages resulting from issues in Ka-Band connectivity between
the Iridium constellation and the EMSS Gateway that are capable of being resolved through implementation of a remote Earth Terminal
solution, but excluding outages resulting from Iridium network anomalies that would not be resolved by a remote Earth Terminal
solution; (3) the EMSS Gateway (such as autodialers placed in locations with obscura or the lack of timely coordination with Iridium
for autodialers exhibiting performance issues); and/or (4) outages outside the control of Iridium, such as an act of nature (such
as heavy rainstorms, tropical storms and/or hurricanes), act of Government, act of war, act of terrorism or other force majeure,
all of which will excuse Iridium from meeting the [***] and/or [***]
provided above. The following definitions apply to this clause: [***]


 


The data necessary to be gathered from the DoD Gateway in support
of Iridium's monthly reporting of the [***] and the [***] will be supplied by the Government in a timely manner as mutually agreed
between Iridium and the Government.


 


CANCELLATION OR TERMINATION


H7 – Addendum to DFARs 252.239-7007, “Cancellation
or Termination of Orders”


Iridium agrees that the amount of the Basic Cancellation or
Termination Liability of the Government governed by the clause at DFARS 252.239-7007, “Cancellation or Termination of Orders”
shall be $[***], which constitutes the “mutually agreed schedule” under DFARS 252.239-7007(c). Iridium acknowledges
that: (1) Iridium will not incur any nonrecoverable costs in providing facilities and equipment for which Iridium has no foreseeable
use as described in DFARS 252.239-7007(a); (2) there are no tariffs that govern any cancellation and termination charges under
this contract as described in DFARS 252.239-7007(b); (3) no communication services authorization shall affect the amount of the
Basic Cancellation or Termination Liability of the Government; (4) this clause H7 constitutes an “other contractual document”
as that term is use in DFARS 252.239-7007(c); and (5) the provisions of DFARS 252.239-7007(d), are mooted by the provisions of
this Clause H7. The foregoing notwithstanding, Iridium shall be entitled to receive a partial payment for a prorated portion of
the monthly period during which services were provided prior to the date the Government notifies Iridium that this contract is
cancelled. The Government shall not be liable to pay any amount of the total contract price for services that would have been provided
by Iridium after such notification of the cancellation of this contract.


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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CONTRACT MARKETING


H8 – Contract Marketing


Iridium agrees that it will not enter into competing contracts
that provide the same or similar services covered under this contract with any other United States Government entity, with the
exception of the General Services Administration. Any additional exceptions will be expressly provided by the DISA.


Iridium agrees to apply a “commercially reasonable efforts”
approach to educate and inform the DISA-Sponsored EMSS user community of the benefits pertaining to this contract. This may include
promoting the contract to potential customers at conferences and other events.


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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Section I - Contract Clauses


 


CLAUSES INCORPORATED BY REFERENCE


 


	52.202-1	 	Definitions	 	JAN 2012
	52.203-3	 	Gratuities	 	APR 1984
	52.203-5	 	Covenant Against Contingent Fees	 	APR 1984
	52.203-6 Alt I	 	Restrictions On Subcontractor Sales To The Government  (Sep 2006) -- Alternate I	 	OCT 1995
	52.203-7	 	Anti-Kickback Procedures	 	OCT 2010
	52.203-8	 	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity	 	JAN 1997
	52.203-10	 	Price Or Fee Adjustment For Illegal Or Improper Activity	 	JAN 1997
	52.203-12	 	Limitation On Payments To Influence Certain Federal Transactions	 	OCT 2010
	52.203-13	 	Contractor Code of Business Ethics and Conduct	 	APR 2010
	52.204-2	 	Security Requirements	 	AUG 1996
	52.204-4	 	Printed or Copied Double-Sided on Postconsumer Fiber Content Paper	 	MAY 2011
	52.204-9	 	Personal Identity Verification of Contractor Personnel	 	JAN 2011
	52.204-10	 	Reporting Executive Compensation and First-Tier Subcontract Awards	 	AUG 2012
	52.204-13	 	Central Contractor Registration Maintenance	 	DEC 2012
	52.209-6	 	Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment	 	DEC 2010
	52.209-9	 	Updates of Publicly Available Information Regarding Responsibility Matters	 	FEB 2012
	52.215-2	 	Audit and Records--Negotiation	 	OCT 2010
	52.215-15	 	Pension Adjustments and Asset Reversions	 	OCT 2010
	52.215-18	 	Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions	 	JUL 2005
	52.215-19	 	Notification of Ownership Changes	 	OCT 1997
	52.215-21	 	Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data--Modifications	 	OCT 2010
	52.215-23	 	Limitations on Pass-Through Charges	 	OCT 2009
	52.219-8	 	Utilization of Small Business Concerns	 	JAN 2011
	52.219-9 Alt II	 	Small Business Subcontracting Plan (JAN 2011) Alternate II	 	OCT 2001
	52.219-16	 	 Liquidated Damages-Subcontracting Plan	 	JAN 1999
	52.219-28	 	Post-Award Small Business Program Rerepresentation	 	APR 2012
	52.222-3	 	Convict Labor	 	JUN 2003
	52.222-19	 	Child Labor -- Cooperation with Authorities and Remedies	 	MAR 2012
	52.222-21	 	Prohibition Of Segregated Facilities	 	FEB 1999
	52.222-26	 	Equal Opportunity	 	MAR 2007
	52.222-35	 	Equal Opportunity for Veterans	 	SEP 2010
	52.222-36	 	Affirmative Action For Workers With Disabilities	 	OCT 2010
	52.222-37	 	Employment Reports on Veterans	 	SEP 2010
	52.222-40	 	Notification of Employee Rights Under the National Labor Relations Act	 	DEC 2010
	52.222-50	 	Combating Trafficking in Persons	 	FEB 2009
	52.222-53	 	Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements	 	FEB 2009


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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	52.222-54	 	Employment Eligibility Verification	 	JUL 2012
	52.223-6	 	Drug-Free Workplace	 	MAY 2001
	52.223-18	 	Encouraging Contractor Policies To Ban Text Messaging While Driving	 	AUG 2011
	52.225-13	 	Restrictions on Certain Foreign Purchases	 	JUN 2008
	52.227-1 Alt II	 	Authorization and  Consent (Dec 2007) - Alternate II	 	APR 1984
	52.227-2	 	Notice And Assistance Regarding Patent And Copyright Infringement	 	DEC 2007
	52.229-4	 	Federal, State, And Local Taxes (State and Local Adjustments)	 	FEB 2013
	52.230-6	 	Administration of Cost Accounting Standards	 	JUN 2010
	52.232-6	 	Payment Under Communication Service Contracts with Common Carriers	 	APR 1984
	52.232-8	 	Discounts For Prompt Payment	 	FEB 2002
	52.232-11	 	Extras	 	APR 1984
	52.232-17	 	Interest	 	OCT 2010
	52.232-19	 	Availability Of Funds For The Next Fiscal Year	 	APR 1984
	52.232-23	 	Assignment Of Claims	 	JAN 1986
	52.232-25	 	Prompt Payment	 	OCT 2008
	52.232-33	 	Payment by Electronic Funds Transfer--Central Contractor Registration	 	OCT 2003
	52.233-1 Alt I	 	Disputes (Jul 2002) -  Alternate I	 	DEC 1991
	52.233-3	 	Protest After Award	 	AUG 1996
	52.233-4	 	Applicable Law for Breach of Contract Claim	 	OCT 2004
	52.237-3	 	Continuity Of Services	 	JAN 1991
	52.239-1	 	Privacy or Security Safeguards	 	AUG 1996
	52.242-13	 	Bankruptcy	 	JUL 1995
	52.242-15	 	Stop-Work Order	 	AUG 1989
	52.242-17	 	Government Delay Of Work	 	APR 1984
	52.243-1 Alt I	 	Changes--Fixed Price (Aug 1987) -  Alternate I	 	APR 1984
	52.244-6	 	Subcontracts for Commercial Items	 	DEC 2010
	52.246-25	 	Limitation Of Liability--Services	 	FEB 1997
	52.249-4	 	Termination For Convenience Of The Government (Services) (Short Form)	 	APR 1984
	52.249-8	 	Default (Fixed-Price Supply & Service)	 	APR 1984
	52.249-14	 	Excusable Delays	 	APR 1984
	52.252-2	 	Clauses Incorporated By Reference	 	FEB 1998
	52.252-4	 	Alterations in Contract	 	APR 1984
	52.252-6	 	Authorized Deviations In Clauses	 	APR 1984
	52.253-1	 	Computer Generated Forms	 	JAN 1991
	252.201-7000	 	Contracting Officer's Representative	 	DEC 1991
	252.203-7000	 	Requirements Relating to Compensation of Former DoD Officials	 	SEP 2011
	252.203-7002	 	Requirement to Inform Employees of Whistleblower Rights	 	JAN 2009
	252.203-7003	 	Agency Office of the Inspector General	 	DEC 2012
	252.203-7004	 	Display of Fraud Hotline Poster(s)	 	DEC 2012
	252.204-7000	 	Disclosure Of Information	 	DEC 1991
	252.204-7003	 	Control Of Government Personnel Work Product	 	APR 1992
	252.204-7004 Alt A	 	Central Contractor Registration Alternate A	 	FEB 2013
	252.204-7005	 	Oral Attestation of Security Responsibilities	 	NOV 2001
	252.205-7000	 	Provision Of Information To Cooperative Agreement Holders	 	DEC 1991
	252.209-7004	 	Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country	 	DEC 2006


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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	252.212-7001 (Dev)	 	Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items (Deviation)	 	DEC 2010
	252.215-7000	 	Pricing Adjustments	 	DEC 2012
	252.215-7002	 	Cost Estimating System Requirements	 	DEC 2012
	252.219-7003	 	Small Business Subcontracting Plan (DOD Contracts)	 	AUG 2012
	252.222-7006	 	Restrictions on the Use of Mandatory Arbitration Agreements	 	DEC 2010
	252.223-7004	 	Drug Free Work Force	 	SEP 1988
	252.225-7004	 	Report of Intended Performance Outside the United States and Canada--Submission after Award	 	OCT 2010
	252.225-7006	 	Quarterly Reporting of Actual Contract Performance Outside the United States	 	OCT 2010
	252.225-7012	 	Preference For Certain Domestic Commodities	 	FEB 2013
	252.225-7012	 	Preference For Certain Domestic Commodities	 	FEB 2013
	252.226-7001	 	Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns	 	SEP 2004
	252.227-7013	 	Rights in Technical Data--Noncommercial Items	 	JUN 2013
	252.227-7014	 	Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation	 	MAY 2013
	252.227-7015	 	Technical Data--Commercial Items	 	JUN 2013
	252.237-7010	 	Prohibition on Interrogation of Detainees by Contractor Personnel	 	NOV 2010
	252.237-7023	 	Continuation of Essential Contractor Services	 	OCT 2010
	252.239-7002	 	Access	 	DEC 1991
	252.239-7004	 	Orders For Facilities And Services	 	NOV 2005
	252.239-7005	 	Rates, Charges, And Services	 	NOV 2005
	252.239-7006	 	Tariff Information	 	JUL 1997
	252.239-7008	 	Reuse Arrangements	 	DEC 1991
	252.239-7016	 	Telecommunications Security Equipment, Devices, Techniques, And Services	 	DEC 1991
	252.243-7001	 	Pricing Of Contract Modifications	 	DEC 1991
	252.243-7002	 	Requests for Equitable Adjustment	 	DEC 2012
	252.244-7000	 	Subcontracts for Commercial Items and Commercial Components (DoD Contracts)	 	MAR 2013
	252.247-7023	 	Transportation of Supplies by Sea	 	MAY 2002


 


CLAUSES INCORPORATED BY FULL TEXT


 


52.204-9001 Contract/Order Closeout—Fixed-Price, Time-and-Materials,
or Labor-Hours


 


Timely contract closeout is a priority under this contract/order.
The Contractor shall submit a final invoice within ninety (90) calendar days after the expiration of this contract/order, unless
the Contractor requests and is granted an extension by the Contracting Officer, in writing. In addition, and concurrent with the
submission of the final invoice, the Contractor shall notify the Contracting Officer of the amount of excess funds that can be
deobligated from this contract/order so the closeout process can begin as soon as possible upon expiration of this contract/order.
A bilateral contract/order closeout modification will be forwarded to the Contractor by the Contracting Officer and must be signed
by the Contractor and returned to the Contracting Officer within thirty (30) calendar days of issuance of the modification. A Contractor’s
failure to respond and/or sign the bilateral closeout modification within thirty (30) calendar days of receipt will constitute
approval of the terms of the modification and the modification will subsequently be processed unilaterally by the Contracting Officer
to deobligate excess funds and close this contract/order.


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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If this contract/order contains option periods, the Contractor
is required to submit an invoice within ninety (90) calendar days after expiration of the base period of performance and the expiration
of each exercised option period of performance to allow for deobligation of excess funds that were obligated in those respective
periods of performance.


(End of clause)


 


52.209-9000 ORGANIZATIONAL AND CONSULTANT CONFLICTS OF INTEREST
(OCCI)   (DEC 2005)


 


(a) An offeror shall identify in its proposal, quote, bid or
any resulting contract, any potential or actual Organizational and Consultant Conflicts of Interest (OCCI) as described in FAR
Subpart 9.5. This includes actual or potential conflicts of interests of proposed subcontractors. If an offeror identifies in its
proposal, quote, bid or any resulting contract, a potential or actual conflict of interests the offeror shall submit an Organizational
and Consultant Conflicts of Interest Plan (OCCIP) to the contracting officer. The OCCIP shall describe how the offeror addresses
potential or actual conflicts of interest and identify how they will avoid, neutralize, or mitigate present or future conflicts
of interest.


 


(b) Offerors must consider whether their involvement and participation
raises any OCCI issues, especially in the following areas when:


 


(1) Providing systems engineering and technical direction.


 


(2) Preparing specifications or work statements and/or objectives.


 


(3) Providing evaluation services.


 


(4) Obtaining access to proprietary information.


 


(c) If a prime contractor or subcontractor breaches any of the
OCCI restrictions, or does not disclose or misrepresents any relevant facts concerning its conflict of interest, the government
may take appropriate action, including terminating the contract, in additional to any remedies that may be otherwise permitted
by the contract or operation of law.


 


(End of clause)


 


52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)


 


The Government may require continued performance of any services
within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing
labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of
performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor
within 15 days prior to the expiration of the contract.


 


(End of clause)


 


252.239-7007 CANCELLATION OR TERMINATION OF ORDERS (NOV 2005)


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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(a)If the Government cancels any of the services ordered under
this agreement/contract, before the services are made available to the Government, or terminates any of these services after they
are made available to the Government, the Government shall reimburse the Contractor for the actual nonrecoverable costs the Contractor
has reasonably incurred in providing facilities and equipment for which the Contractor has no foreseeable reuse.


 


(b)The amount of the Government's liability upon cancellation
or termination of any of the services ordered under this agreement/contract will be determined under applicable tariffs governing
cancellation and termination charges which--


 


(1)Are filed by the Contractor with a governmental regulatory
body, as defined in the Rates, Charges, and Services clause of this agreement/contract;


 


(2) Are in effect on the date of termination; and


 


(3)Provide specific cancellation or termination charges for
the facilities and equipment involved or show how to determine the charges.


 


(c)The amount of the Government's liability upon cancellation
or termination of any of the services ordered under this agreement/contract, which are not subject to a governmental regulatory
body, will be determined under a mutually agreed schedule in the communication services authorization (CSA) or other contractual
document.


 


(d)If no applicable tariffs are in effect on the date of cancellation
or termination or set forth in the applicable CSA or other contractual document, the Government's liability will be determined
under the following settlement procedures--


 


(1)The Contractor agrees to provide the Contracting Officer,
in such reasonable detail as the Contracting Officer may require, inventory schedules covering all items of property or facilities
in the Contractor's possession, the cost of which is included in the Basic Cancellation or Termination Liability for which the
Contractor has no foreseeable reuse.


 


(2)The Contractor shall use its best efforts to sell property
or facilities when the Contractor has no foreseeable reuse or when the Government has not exercised its option to take title under
the Title to Telecommunications Facilities and Equipment clause of this agreement/contract. The Contractor shall apply any proceeds
of the sale to reduce any payments by the Government to the Contractor under a cancellation or termination settlement.


 


(3)The Contractor shall record actual nonrecoverable costs under
established accounting procedures prescribed by the cognizant governmental regulatory authority or, if no such procedures have
been prescribed, under generally accepted accounting procedures applicable to the provision of telecommunication services for public
use.


 


(4)The actual nonrecoverable costs are the installed costs of
the facilities and equipment, less cost of reusable materials, and less net salvage value. Installed costs shall include the actual
cost of equipment and materials specifically provided or used, plus the actual cost of installing (including engineering, labor,
supervision, transportation, rights-of-way, and any other items which are chargeable to the capital accounts of the Contractor)
less any costs the Government may have directly reimbursed the Contractor under the Special Construction and Equipment Charges
clause of this agreement/contract. Deduct from the Contractor's installed cost, the net salvage value (salvage value less cost
of removal). In determining net salvage value, give consideration to foreseeable reuse of the facilities and equipment by the Contractor.
Make allowance for the cost of dismantling, removal, reconditioning, and disposal of the facilities and equipment when necessary
either to the sale of facilities or their reuse by the Contractor in another location.


 


(5)The Basic Cancellation Liability is defined as the actual
nonrecoverable cost which the Government shall reimburse the Contractor at the time services are cancelled. The Basic Termination
Liability is defined as the nonrecoverable cost amortized in equal monthly increments throughout the liability period. Upon termination
of services, the Government shall reimburse the Contractor for the nonrecoverable cost less such costs amortized to the date services
are terminated. Establish the liability period as mutually agreed to but not to exceed ten years.


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




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(6)When the Basic Cancellation or Termination Liability established
by the CSA or other contractual document is based on estimated costs, the Contractor agrees to settle on the basis of actual cost
at the time of termination or cancellation.


 


(7)The Contractor agrees that, if after settlement but within
the termination liability period of the services, should the Contractor make reuse of equipment or facilities which were treated
as nonreusable or nonsalvable in the settlement, the Contractor shall reimburse the Government for the value of the equipment or
facilities.


 


(8) The Contractor agrees to exclude--


 


(i)Any costs which are not included in determining cancellation
and termination charges under the Contractor's standard practices or procedures; and


 


(ii)Charges not ordinarily made by the Contractor for similar
facilities or equipment, furnished under similar circumstances.


 


(e)The Government may, under such terms and conditions as it
may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the cancelled
or terminated portion of this agreement/contract. The Government may make these payments if in the opinion of the Contracting Officer
the total of the payments is within the amount the Contractor is entitled. If the total of the payments is in excess of the amount
finally agreed or determined to be due under this clause, the Contractor shall pay the excess to the Government upon demand.


 


(f)Failure to agree shall be a dispute concerning a question
of fact within the meaning of the Disputes clause.


 


(End of clause)


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




    	Page 21 of 22



    	HC1047-14-C-4000



    

 


Section J - List of Documents, Exhibits and Other Attachments


 


ATTACHMENTS


 


LIST OF ATTACHMENTS


 


		1.	Statement of Work entitled Enhanced Mobile Satellite Services Airtime dated 18 Oct 2013 is incorporated into this contract.



 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 




    	Page 22 of 22



    	 



    






 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


Defense Information
System Network 


Enhanced
Mobile Satellite Services (EMSS) Airtime


Statement
of Work


 





 


18
Oct 2013


 


Defense
Information Systems Agency (DISA)


Enhance Mobile
Satellite Service (EMSS), NSK1


6910
Cooper Ave, Ft. Meade, Md 20735


 


FOR
OFFICAL USE ONLY


SOURCE
SELECTION INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 


 




    	Page 1 of 20



    	 



    

 


Table
of Contents


 


	1.0 Overview	4
	 	 
	1.1 Background	4
	1.2 Contract Scope	4
	1.2.1 Definitions	5
	Subscriber	5
	Follow-Me Paging	5
	Stand-Alone Paging	6
	SIM	6
	Short Burst Data	6
	Multicast	6
	Global Multicast	6
	Global Data Broadcast	6
	OpenPort	7
	L-Band Transceiver	7
	Help Services	7
	 	 
	2.0 EMSS CONTRACT REQUIREMENTS	7
	 	 
	2.1 EMSS PROGRAM MANAGEMENT	8
	2.1.2 Progress Reporting	8
	2.1.3  Semi-Annual Planning and Design Review	8
	2.2 Configuration Management Controls	9
	2.3 EMSS SERVICES	10
	2.3.1 EMSS Connection Services	10
	2.3.2 Priority of Service	11
	2.3.3 Service Availability	11
	2.3.4 Quality of Service	12
	2.3.4.1 [***]	12
	2.3.5 Outage Reporting	13
	2.3.6 Host Nation and Franchise Operation Rights	13
	2.4 Emergency Management	13
	2.5 Security Incident Reporting	14
	2.6 Implementation of Planned EMSS System Enhancements	14
	 	 
	3.0 Place Of Performance	15
	 	 
	4.0 Period Of Performance	16
	 	 
	5.0 Deliverables	16
	 	 
	6.0 Security Requirements	17
	 	 
	6.1 Facility Security Clearance	17
	6.2 Security Clearance and Information Technology (IT) Level	17
	6.3 Investigation Requirements	17
	6.4 Visit Authorization Letters	18
	6.5 Information Security and other miscellaneous requirements	18
	6.6 COMSEC	18







 


29
April 2013


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 2 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 





	6.7 Defense Courier Service (DCS)	18
	6.8 GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI)	19
	 	 
	7.0 OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS	19
	 	 
	7.1 Delivered Materials	19
	7.2 Identification of Possible Follow-on Work	19
	7.3 Identification of Potential Conflicts of Interest (COI)	19
	7.4 Identification of Non-Disclosure Requirements	20
	7.5 Packaging, Packing and Shipping Instructions	20
	7.6 Inspection and Acceptance Criteria	20
	 	 
	8.0 SECTION 508 ACCESSIBILITY STANDARDS	20







 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 3 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


ENHANCED
MOBILE SATELLITE SERVICES AIRTIME


STATEMENT
OF WORK


 


1.0 Overview


 


This
Statement of Work (SOW) defines requirements for Enhanced Mobile Satellite Services (EMSS) acquisition to serve the Department
of Defense (DOD) and other United States Government (USG) users throughout the world by leveraging the commercial Iridium Satellite
LLC, hereinafter “Iridium” satellite constellation. Specifically, this SOW provides the DISA-Sponsored subscribers
with EMSS airtime service utilizing the Iridium constellation.


 


1.1 Background


 


The
DOD/USG has validated requirements for voice and data communications to support missions in polar regions, special operations,
Very Important Person (VIP) communications, search and rescue operations, disaster relief efforts and other Command, Control,
Communications and Intelligence (C3I) efforts worldwide. These communications may be located within line of sight, over the horizon,
at a distant theater location, or at a distant CONUS or OCONUS location. To support many of these missions, these communications
will require end-to-end security interoperability with the existing embedded base of Type I Secure equipment. The communications
network required to support these locations must provide global coverage from 90 degrees North to 90 degrees South. To allow user
mobility, the secure handset must be small and light weight. EMSS provides a means to accommodate many, if not all, of the war
fighter and other mission requirements.


 


1.2 Contract Scope


 


This contract provides
DOD/USG with a global satellite communication services for handset, pager, Subscriber Identification Module (SIM)-based and SIM-less
short burst data (SBD), Distributed Tactical Communications System (DTCS) push-to-talk (PTT) or like services and other potential
mobile/stationary configurations. Future services and/or capabilities may be developed for the Iridium / EMSS gateway and may
be incorporated into this contract. This contract provides for unlimited airtime services, or some other variation thereof as
further defined in the contract. The Contractor shall provide access service to individual Government subscribers who may possess
pagers, handsets, SBD-enabled devices, or other devices and equipment.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 4 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


Manufacturing, ordering
and provisioning of handsets, secure sleeves, pagers and other communication devices and accessories will be accomplished under
a separate contract. In addition, the day-to-day operation and maintenance (O&M) of the Government Gateway used to support
Iridium services for the DOD/USG and to provide connectivity to the global Defense Information System Network (DISN) will be accomplished
under a separate contract.


 


The
Contractor shall ensure the Government is allowed complete access to the global Iridium system and services utilizing full Government
unique functionality.


 


The Contractor shall cooperate
and coordinate with other EMSS contractors on the Gateway operation on user account information, provisioning, troubleshooting
and any other information essential to EMSS.


 


1.2.1 Definitions


 


Subscriber


A government Iridium
service subscriber is an individual who uses a voice or data device or pager. Each telephone device that uses a SIM card,
each L-Band Transceiver (LBT), each stand alone pager, and each SIM-less SBD device registered and activated for service
to the DOD Gateway will be counted as a separate subscriber. Pagers registered and activated for use in a follow-me pager
mode in conjunction with a handset will not be counted as a separate subscriber.


 


Follow-Me Paging 


Follow-me paging
means that the pager works in conjunction with an Iridium handset to maintain the user’s location, and therefore, eliminates
the need to update message delivery areas.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 5 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


Stand-Alone Paging


Stand-alone paging
is independent of voice service, and applies where a subscriber can specify up to three delivery areas where the pager will
receive messages.


 


SIM 


Subscriber
Identification Module (SIM) is a smart card roughly the size of a postage stamp that securely stores the key identifying a mobile
phone service subscriber, as well as, subscription information,saved telephone numbers, preferences, text messages
and other information.


 


Short Burst Data


Short Burst Data (SBD)
is a data service that enables wireless data applications to cost-effectively send and receive short data transactions efficiently
over the Iridium network using either the 9522 LBT or 9600 series Talladega SBD modem or future SBD modems


 


Multicast


Multicast
(commonly referred to as DTCS) provides the sender the ability to transmit a single voice and/or data message to a select group
of recipients on the network. Multicast networks will not be counted as a subscriber.


 


Global Multicast


This capability may
be incorporated into other handsets or devices that utilize the Iridium network. Multicast networks will not be counted
as a subscriber.


 


Global Data Broadcast


Global Data Broadcast
(GDB) is a satellite-based wireless broadcast service. The GDB service allows data providers to reach an unlimited number of subscribers
quickly and efficiently. Any type of digital data can be delivered to discrete locations, single and/or multiple non-contiguous
regions, or globally. Users can be part of one or more broadcast groups and receive multiple subscriber services simultaneously


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 6 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


OpenPort 


OpenPort currently offers
3 phone circuits and one data circuit (up to 128 kbs) on a single platform.


 


L-Band Transceiver


The L-Band Transceiver
(LBT) transmits and receives data messages across theIridium satellite network utilizing inter-satellite links to reach
the Iridium gateway where it communicates with the host system via an e-mail interface.


 


Help Services 


Resolution of trouble
assistance calls pertaining to the Iridium services. The Contractor shall provide a centralized point of contact for reporting
service troubles on a 24/7 basis. Reporting shall be done by telephone, email, or fax.


 


2.0 EMSS CONTRACT REQUIREMENTS


 


The
Contractor shall furnish the necessary personnel, materials, facilities, and services to provide Iridium services throughout the
world in accordance with (IAW) this SOW. The Contractor shall furnish all commercial components, software and services delivered
under this contract according to the commercial standards applicable to such items.


 


References
to "the Government" in this SOW shall be interpreted to mean an authorized Government representative as designated by
the EMSS Contracting Officer.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 7 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


2.1 EMSS PROGRAM MANAGEMENT


 


The Contractor shall monitor,
evaluate, and report on the EMSS program activities and technical status to the Government. The Contractor shall develop a monthly
status report that identifies significant activities, network problems, and network performance reports to include identification
of service interruptions or downtimes during the reporting period.


 


2.1.2Progress Reporting


 


The Contractor shall report
the EMSS program activities and technical status to the Contracting Officer and Contracting Officer Representative (COR) and any
office as directed by the COR no later than the 5th of each month. At a minimum, the monthly report will include items
stated in paragraph 2.1 above.


 


The Contractor shall provide
the Government with the status of the health and performance of the Iridium constellation on a quarterly basis.


 


Deliverable:


Monthly Progress Report


Quarterly Health and Performance
Report


 


2.1.3 Semi-Annual
Planning and Design Review


 


The Contractor shall participate
in semi-annual reviews conducted at the Contractor’s facility or as directed by the Government. The Contractor shall address
the status of available EMSS services and the Contractor shall assess the potential for changes that can reduce costs, improve
end-user services, or enhance administrative and management systems. The Contractor shall prepare and present analyses and data
in briefing format to support the Planning and Design Review to include, but may not be limited to such topics as:


 


		·	Current
                                         network design and engineering data



		·	Growth
                                         analyses and resources allocations



		·	Trend
                                         analyses and projections



		·	Advanced
                                         planning data and contingency plans



		·	Security
                                         of the EMSS services, Government User Terminals and Gateway



 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 8 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


		·	Analyses
                                         of changes in technology that may be inserted into the underlying network that provides
                                         EMSS services



		·	Status
                                         of Host Nation Agreements and Commercial Franchise Rights



 


			The Contractor shall also recommend potential
                                         EMSS service improvements that can be initiated and/or implemented in the coming year.
                                         The first semi-annual review shall be conducted six months after contract award. The
                                         Contractor and Government shall jointly prepare an agenda for each review meeting. The
                                         Contractor shall prepare and submit semi-annual planning review minutes and presentations
                                         for review and approval by the Government.



 


			Deliverable:



			Semi-Annual Planning and Design Review



 


2.2 Configuration Management
Controls


 


			The Contractor shall provide configuration
                                         management and control of all Iridium constellation network software/firmware required
                                         to interface to and to maintain operation of the constellation under the terms of this
                                         contract for the entire contract performance period. The Contractor shall also notify
                                         the Government of any hardware or software changes or upgrades needed to maintain an
                                         interface to the network.



 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 9 of 20



    	 



    

 


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


 


2.3 EMSS SERVICES


 


2.3.1EMSS Connection
Services


 


The
services include, but are not limited to, the following:


 


		·	Global
                                         access to the EMSS system with operating parameters of commercial system operation



 


		·	End-to-end
                                         voice communications, including Type 1 voice encryption



 


		·	End-to-end
                                         data/facsimile services



 


		·	Messaging
                                         services to include Paging



 


		·	Supplemental
                                         Services



 


		·	Future
                                         Services (upon availability)



 


		·	Supplemental
                                         services include, but are not limited to:



 


		·	Call
                                         forwarding



 


		·	Call
                                         hold



 


		·	Call
                                         waiting



 


		·	Blocking
                                         of all incoming calls, Closed user groups



 


		·	Multi-party
                                         service (call conferencing), SBD and RUDICS.



 


		·	Global
                                         Positioning Service (GPS)



 


		·	Multicast



 


		·	OpenPort



 


		·	Global
                                         Broadcast Data



 


		·	Optional
                                         Supplemental Services include, but are not limited to:



 


		·	K-Band



 


[***] will not be levied
against the government or its authorized service provisionary.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 10 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


2.3.2 Priority of Service


 


In any geographical area/region
or at any time when satellite bandwidth may be limited, Government Gateway subscribers who have been provisioned with priority
SIM cards as provided in the contract will have Priority over all other users.


 


2.3.3 Service Availability


 


Service Availability is
defined as the ability of an EMSS customer to be able to obtain and maintain service connectivity for any service under this contract.
The acceptable overall service availability is [***] as further defined below. Outages outside the control of the Contractor will
not count against service availability.


 


Service availability
is measured by the following factors:


1. Gateway Connectivity


2. Voice Connectivity


3. Data Connectivity


 


Gateway Connectivity


 


The Contractor shall provide
service advisories to the Government in a timely manner on the status of the constellation, service-affecting outages, scheduled
outages, constellation service gaps and predictions of constellation service. The Contractor shall maintain these records on-line
for 90 calendar days and archive off-line for an additional 2 years.


 


The
Contractor shall also provide the EMSS Gateway Operators with advisories of significant service-affecting events and problems
relating to all service including the ground segment via telephone or electronically within 24 hours of occurrence.


 


Voice Connectivity


 


The
Contractor shall ensure a satellite phone voice availability rate of a minimum of [***] as measured by [***]. This rate excludes
any outage that may be caused by the DOD gateway as provided in the contract. The contractor shall ensure the Iridium services
are supported with a [***] of a minimum of [***] and a [***] of no greater than [***] based on a [***] with the exception of the
final year of the contract whereupon these metrics change to [***] and [***], respectively.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 11 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


Data Connectivity


 


The
Contactor shall ensure that data is transmitted via the constellation to and from the gateway and end user device in an efficient
manner.


 


2.3.4 Quality of Service


 


The
Contractor shall provide voice/data traffic that is intelligible and usable. Quality of service performance is to include
voice recognition, bit error rates, and call set-up times shall be in accordance with the Contractor’s standard commercial
practices for the network.


 


2.3.4.1 [***]


 


The following
table defines the [***] for each contract year.


 


	 	[***]	[***]
	 Year
    1	[***]	[***]
	Year
    2	[***]	[***]
	Year
    3	[***]	[***]
	Year
    4	[***]	[***]
	Year
    5	[***]	[***]


 


The [***] will
be established by utilizing [***]. The [***] at the [***] will be configured to [***]. The [***] and [***] will be a [***].


 


Deliverable:


Monthly [***] Report


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 


 




    	Page 12 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


2.3.5 Outage Reporting


 


2.3.5.1 Unscheduled Outages


 


The Contractor shall notify
the Government of any unscheduled outage within 30 minutes or less of the Contractor’s confirmation of the outage while
the outage persists, the Contractor shall provide data to the Government by either fax or email on a daily basis. This includes
the status of the constellation, service-affecting outages, and constellation service gaps (blackouts). If applicable, reporting
shall include predictions of constellation service gaps for the next 30 days. This information shall be reported from the Iridium
Satellite Network Operations Center (SNOC) to the DOD Gateway. The Contractor shall maintain these records for 2 years and upon
request, deliver these records to the Government.


 


2.3.5.2 Scheduled Outages


 


The
Contractor shall provide the DOD Gateway Operators with advisories of scheduled outages and events that may potentially negatively
impact US Government Iridium services. These advisories shall be provided via telephone, fax or email no later than 30 days before
the scheduled outage. For scheduled outages occurring within the 30 day window, the Contractor will notify the Government as quickly
as possible.


 


2.3.6 Host Nation and
Franchise Operation Rights


 


The Contractor shall conduct
negotiations and attain approvals for Host Nation/Landing Rights and commercial franchise operations rights, to provide the Government
with complete EMSS system access and service operation on a global basis from 90 degrees North to 90 degrees South. This access
includes full utilization of all unique Gateway services and features. The Contractor shall provide status to the Government on
progress in obtaining Host Nation/Landing Rights and commercial franchise operations rights as part of the Semi-Annual Planning
and Design Reviews.


 


2.4 Emergency Management


 


The
Contractor shall attempt to maintain service and network management operations under emergency and damage conditions and shall
provide the capability to expand EMSS services to meet these conditions, subject to the commercial system limitations. The Contractor
shall notify the Contracting Officer or the Contracting Officer Representative immediately whenever, an emergency or damage situation
arises. To the extent that the commercial EMSS system complies with the procedures, guidance, and regulations in Reference 3,
FCC Memorandum and Order No. 88-341, the Contractor shall ensure that the Gateway also complies, subject to any limitations that
may result from a DISN-only interconnection. The Contractor shall facilitate the rapid expansion of the Government EMSS services
in an emergency situation, subject to the limitations imposed by the commercial EMSS system. The Contractor shall cooperate and
coordinate with the Government in responding to emergencies on 24 hours per day, 7 days per week basis.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 13 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


2.5 Security Incident
Reporting


 


The Contractor shall provide
reports on security management that include, but are not limited to, daily and monthly summaries of attempted system break-ins
that affect (or could affect) the operation and management of Government EMSS services. Security incident reporting will provide
the capability to log all security-related events (to include the detection of attempted system break-ins), which affect (or could
affect) the operation and management of backbone transmission services and could therefore affect services provided to the DISN
customers through this contract. At a minimum, the Government should receive a monthly Security Incident Report and this report
should be provided to the Contracting Officer and to the COR. Critical instrusion attempts may warrant more frequent reports.


 


Deliverable:


Security Incident Report


 


2.6 Implementation of
Planned EMSS System Enhancements


 


The Contractor shall,
to the maximum extent practical, consider enhancements in its overall EMSS architecture and design for the Government Gateway.
The ability of the Contractor to exercise any of these enhancements will be dependent upon commercial system approvals for such
enhancements and modifications to the commercial EMSS system. The Contractor shall notify the Government when such upgrades, software
patches, point releases, major releases and enhancements become commercially available and/or allowed to be implemented in the
Government Gateway. The Government will request that the Contractor submit a separate proposal for implementation of these enhancements.
The Government reserves the right to exercise any, not one, or all of these enhancements in the future. These enhancements may
include, but shall not be limited to, the following:


 


		·	Billing
                                         System Modifications



		·	User
                                         Information/Access Control Capability



 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 14 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


		·	Gateway
                                         Network Management Functions



		·	Signaling
                                         Encryption Capability



		·	Subscriber
                                         Location Query



		·	Short
                                         Burst Messaging



		·	Host
                                         Nation Approvals



		·	Defense
                                         Messaging System Interface



		·	High
                                         Data Rate Transmission (Ka Band Feeder Link)



		·	Clear
                                         and Type I Encrypted Push-to-Talk Netted Service



		·	Encrypted
                                         End-to-End Data/Facsimile/Messaging Services



 


3.0 Place Of Performance


 


The places of performance
for this contract will be at the Contractor’s facilities in Leesburg, Virginia and Tempe and Chandler, Arizona and/or the
DOD Gateway Facilities in Wahiawa, Hawaii.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 15 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


4.0 Period Of Performance


 


The Period of Performance is from
22 October 2013 to 21 October 2018.


 


5.0 Deliverables


 


The following table represents
the required deliverables under this contract. The contractor-determined format must be approved by the COR. This list may be
updated as new deliverables are added or modified:


 


 


	SOW

    Task#	 	Deliverable Title	 	Format	 	Number	 	Calendar

    Days 
	2.1.2	 	Health & performance	 	Contractor-Determined Format	 	Standard Distribution *	 	Quarterly
	2.1.2	 	Progress, Status, Usage & Management Report	 	Contractor-Determined Format	 	Standard Distribution*	 	Monthly (5th of each month)
	2.1.3	 	Semi-Annual Planning & Design Review	 	Contractor-Determined Format	 	Standard Distribution*	 	Semi-Annual
	2.3.4.1	 	[***] Report	 	Contractor-Determined Format	 	Standard Distribution*	 	Monthly (10th of each month)
	2.5	 	Security Management Report	 	Contractor-Determined Format	 	Standard Distribution*	 	Monthly


* Standard Distribution: 1 copy
of the Deliverable to


Clare Grason Clare.a.Grason.civ@mail.mil


Marilena May Marilena.j.May.civ@mail.mil


Brendan Molloy Brendan.J.Molloy.civ@mail.mil


Jennifer Singley Jennifer.m.Singley2.civ@mail.mil


Michael Nicholas Michael.A.Nichols16.civ@mail.mil


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 16 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


6.0 Security Requirements


 


Contractor personnel will
be escorted when rights of entry and exit from the Government facilities are required for performance of work under this contract.
Contractor employees shall comply with all applicable directives and policies regarding conduct of personnel and operation of
the facility. Contractor personnel will be required to "sign in" upon entry to and "sign out" upon exit from
any Government facility.


 


a) A clearance is not required
for this contract. Contractor personnel will be escorted at all times when access to the facility is required.


 


b) The contractor may be
required to access Sensitive but Unclassified and For Official Use Only information and data in order to perform the work necessary
on this contract.


 


c) The contractor does
not require access to any CLASSIFIED data, documents, maps, planning documents and other information resources and data in order
to perform under the specifications of the contract.


 


6.1 Facility Security
Clearance


 


NONE.


 


6.2 Security Clearance
and Information Technology (IT) Level


 


Not Applicable.


 


6.3 Investigation Requirements


 


Not Applicable.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 17 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


6.4 Visit Authorization
Letters


 


All Contractors shall be
escorted while on site. Prior to the start of the project, the contractor shall submit a visit request for all personnel. No cell
phones, two way pagers, memory sticks or other recordable media will be allowed in the building where work will be performed.
Contractor laptops and other tools used to conduct the installation may be allowed after a thorough security check by EMSS Security
Officer.


 


The Contractor shall be
responsible with providing all employee information to the EMSS Security Officer in order to complete a visitor request. The visit
request must be on a company/agency letterhead and sent to EMSS DoD Gateway Security Officer by fax at 808-653-4049 (visitors
CANNOT carry it with them). Requests must be received by EMSS DoD Gateway Security Officer at least two weeks prior to
visit.


 


6.5 Information Security
and other miscellaneous requirements


 


Contractor personnel must
comply with local security requirements for entry and exit control for personnel and property at the government facility. Contractor
employees will be required to comply with all Government security regulations and requirements. Initial and periodic security
training and briefings will be provided by Government security personnel. Failure to comply with security requirements can be
cause for termination of employment.


 


The Contractor shall not
divulge any information about DoD files, data processing activities or functions, user identifications, passwords, or any other
knowledge that may be gained, to anyone who is not authorized to have access to such information. The Contractor shall observe
and comply with the security provisions in effect at the DoD facility. Identification shall be worn and displayed as required.


 


6.6 COMSEC


 


Not Applicable.


 


6.7 Defense Courier Service
(DCS)


 


Not Applicable.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 18 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


6.8 GOVERNMENT-FURNISHED
EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI)


 


NONE.


 


7.0 OTHER PERTINENT INFORMATION
OR SPECIAL CONSIDERATIONS


 


7.1 Delivered Materials


 


All delivered materials
shall become and remain the property of the U.S. Government under control of the EMSS PMO COR.


 


7.2 Identification of
Possible Follow-on Work


 


NONE.


 


7.3 Identification of
Potential Conflicts of Interest (COI)


 


FAR Part 9.501 defines
“organizational COI” as a situation where because of other relationships or activities a person (company) is unable
or potentially unable to render impartial assistance or advice to the Government or cannot objectively perform contract work or
has an unfair competitive advantage. FAR 9.502 states that “an organization COI may result when factors create an actual
or potential conflict of interest on an instant contract, or when the nature of the work to be performed on the instant contract
creates an actual or potential COI on a future acquisition.” An “organizational COI” exists when the nature
of the work to be performed may, without some restriction on future activities, (1) result in an unfair competitive advantage
to the contractor on other contracts or (2) impair the contractor’s objectivity in performing the contract work. The primary
burden is on the contractor to identify any organizational COI, however, the Government has the responsibility to identify and
evaluate such conflicts. The KO is charged with avoiding, neutralizing or mitigating such potential conflicts. The customer must
make a determination that no COI exist, or identify any potential COI that may exist for the execution of this contract/TO.


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




    	Page 19 of 20



    	 



    

 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


7.4 Identification of
Non-Disclosure Requirements


NONE.


 


7.5 Packaging, Packing
and Shipping Instructions


FAR clauses related to
this article may be incorporated into the contract.


 


7.6 Inspection and Acceptance
Criteria


The Government will inspect
and accept all deliverables under this contract.


 


8.0 SECTION 508 ACCESSIBILITY
STANDARDS


 


The following Section 508
Accessibility Standard(s) (Technical Standards and Functional Performance Criteria) are applicable (if box is checked) to this
acquisition.


 


Technical
Standards


 


 ̈
1194.21 - Software Applications and Operating Systems


 ̈
1194.22 - Web Based Intranet and Internet Information and Applications


 ̈
1194.23 - Telecommunications Products


 ̈
1194.24 - Video and Multimedia Products


 ̈
1194.25 - Self-Contained, Closed Products


 ̈
1194.26 - Desktop and Portable Computers


 ̈
1194.41 - Information, Documentation and Support


 


The Technical Standards
above facilitate the assurance that the maximum technical standards are provided to the contractor. Functional Performance Criteria
is the minimally acceptable standards to ensure Section 508 compliance. This block is checked to ensure that the minimally acceptable
electronic and information technology (E&IT) products are proposed.


 


Functional
Performance Criteria


 


 ̈
1194.31 - Functional Performance Criteria 


 


FOR OFFICAL
USE ONLY


SOURCE SELECTION
INFORMATION – SEE FAR 2.101 AND 3.104


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


 




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