Amendment to Enhanced View Imagery Acquisition Contract



 Exhibit 10.4 
 FOIA CONFIDENTIAL TREATMENT REQUESTED 
 PORTIONS OF THIS EXHIBIT MARKED BY
[**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 
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	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	1. CONTRACT ID CODE	  	PAGE OF PAGES

1          |      
10



															
	 2. AMENDMENT/MODIFICATION NO.

01
	 	 3. EFFECTIVE DATE

See Block 16C
	 	4. REQUISITION/PURCHASE REQ NO.	 	5. PROJECT NO. (if applicable)
	6. ISSUED BY	 	CODE	 	HM0210	 	7. ADMINISTERED BY (If other than Item 6)	 	CODE  	 	62LESSERMM
				 		 
	[**REDACTED**]	 		 		 	[**REDACTED**]	 		 	
				 				 
		 		 		 		 		 		 		 	
	8. NAME AND ADDRESS OF CONTRACTOR INC., (No., street, county, State and ZIP Code)	 	(x)	 	 9A.

 
	 	 AMENDMENT OF SOLICITATION NO.

 
	 	 
		 		 	9B.	 	DATED (SEE ITEM 11)
	DIGITALGLOBE, INC.	 		 		 		 	
	Attn: DIGITALGLOBE, INC.	 	x	 	10A.	 	 MODIFICATION OF CONTRACT/ORDER NO.

	1601 DRY CREEK DRIVE SUITE 260	 		 		 		 	
	LONGMONT CO 805036493	 		 	HM021010C0002
		 		 	 0002
  

		 		 	10B.	 	DATED (SEE ITEM 13) 	 		 	
	CODE    1CGQ7	 	 	 	FACILITY CODE	 	 	 	  

09/21/2011
	 	 	 	 

 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS 
  

	 	q	The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of
Offers                     ̈  is extended.  ̈
is not extended. 


	 	  	Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning              copies of the amendment, (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or
(c) By separate letter of telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY
RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified. 

  

12. ACCOUNTING AND APPROPRIATION DATA (If required) 
 Not Applicable 
  

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

  

					
	 CHECK ONE
	 	  
 A.
	 	  
 THIS CHANGE ORDER
IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
  

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

 

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

 

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

Mutual Agreement of the Parties

	    E.  IMPORTANT:
                            Contractor   ̈is
not,    x  is required to sign this document and return 1 copies to the issuing office.


 14, DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including
solicitation/contract subject matter where feasible.) 
 Tax ID Number: 31-1420852 

DUNS Number: 789638418 
 The purpose of this no-cost modification is to (1) delete the first paragraph from DD Form 1155, Optional Form 336, page 2
of 15 and to replace the second paragraph of the Statement of Work (SOW)[ **REDACTED**] in order to provide clarification [**REDACTED**] and (2) Add [**REDACTED**] as a billable country under item 0001,
Sub-Item 000101, Item 0002, Sub-Item 000201, and Item 0003, Sub-Item 000201. Accordingly, the Order is revised changed as follows: 

Continued ... 

Except as provided heroin, all terms and conditions of the document referenced In Item 9A or 10A as heretofore changed, remains
unchanged and in full force and effect. 

															
	 15h. NAME AND TITLE OF SIGNER (Type or
print)
  
 [**REDACTED**]
	 	 	 	 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or
print)
  
 [**REDACTED**]

 
	 	 
	15B. CONTRACTOR/OFFEROR	 		 		 	16B. UNITED STATES OF AMERICA	 		 	
	 	 	  
 [/s/    **REDACTED**]
 (Signature of person authorized to
sign)
	 	 	 	 15C. DATE SIGNED

 
 10/26/11
	 	 	 	  
 [/s/    **REDACTED**]
 (Signature of
Contracting Officer)
	 	 	 	 16C DATE SIGNED
  

10/31/11




			
	 NSN 7540-01-152-8070
	  	STANDARD FORM 30 (REV. 10-83)
	 Previous edition unusable
	  	Prescribed by GSA
		  	FAR (46 CFR) 53.243

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	  	HM021010C0002/0002/01	  


	
	 NAME OF OFFEROR OR CONTRACTOR
 DIGITALGLOBE, INC.


  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 1. The first paragraph from DD Form 1155, Optional Form 336, page 2 of 15:

 
 [**REDACTED**]

 
 is deleted in its entirety without replacement.

 
 [**REDACTED**]

 
 is deleted and replaced with the following new paragraph:

 
 [**REDACTED**]

 
 The date on the SOW is changed from 03 August 2011 to 21 October 2011 under Items
0001, 0002,
  
 Continued ...
	  		  		  		  	


  

			
	            NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Prescribed by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
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PAGE    OF
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	  	HM021010C0002/0002/01	  


	
	 NAME OF OFFEROR OR CONTRACTOR
 DIGITALGLOBE, INC.


  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 0003 and 0004.
  

3. [**REDACTED**] is added to Item 0001, Sub-Item 000101, Item 0002, Sub-Item 000201, and Item 0003, Sub-Item 000301.

 
 The total funding available and the total value of Order 0002 remains
unchanged.
  
 Discount Terms:

 
 Net 30

 
 Payment:

 
 [**REDACTED**]

 
 FOB: Destination

 
 Change Item 0001 to read as follows (amount shown is the obligated
amount):
  
 Enhanced GEOINT Delivery - Foundation GEOINT(FG)

 
 Layer: [**REDACTED**] This item also includes expenses associated with the
dissemination of imagery and image products on media.
	  		  		  		  	
						
	0001	  	 1. The contractor shall provide all personnel, materials, facilities and equipment to complete this requirement.

 
 2. This Item is an Indefinite Quantity Cost Item. The sum of all products invoiced
for under this Item shall not exceed $[**REDACTED**]. The Government Contracting Officer’s Representative
  
 Continued ...
	  		  		  		  	[**REDACTED**]


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Prescribed by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	
PAGE    OF
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	  	HM021010C0002/0002/01	  


	
	 NAME OF OFFEROR OR CONTRACTOR
 DIGITALGLOBE, INC.


  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 (COR) or the EGD Technical Points of Contact (POC) will identify areas to be produced.

 
 3. The contractor shall invoice for the basic FG imagery product delivered under
this item at the fixed rate of $[**REDACTED**] for quarter cells and at the fixed rate of $[**REDACTED**] for full cells. Additional associated product pricing shall be invoiced at the rates in the Attachment entitled EGD Product Price
List.
  
 4. When invoicing, the contractor shall segregate and cite the
following specific Accounting Classification Reference Numbers (ACRN) for deliveries associated with the following countries by the indicated informational Sub-Item numbers:

 
 Sub-Item 000101, [**REDACTED**]

 
 Sub-Item 000102, [**REDACTED**]

 
 Sub-Item 000103, [**REDACTED**] 

 
 Sub-Item 000104, [**REDACTED**]

 
 Sub-Item 000105, [**REDACTED**] 

 
 Sub-Item 000106, [**REDACTED**]

 
 5. All deliverables shall be unclassified and shall carry the NextView
license.
  
 6. The Government will incrementally fund this Item, as such,
no legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any requirement placed under this Item may arise until funds are made available by the Contracting Officer for such
requirement and until the Contractor receives notice of such availability in writing from the Contracting Officer.
  
 Award Type: Cost
 Total Estimated
Cost:                [**REDACTED**]
 CLIN VALUE
[**REDACTED**]
 Product/Service Code: 7640
 Product/Service Description: MAPS, ATLASES,
 CHARTS, & GLOBES

 
 Period of Performance: 09/15/2011 to 09/14/2012

 
 Change Item 000101 to read as follows (amount shown is the obligated
amount):
  
 FG Layer – [**REDACTED**]

 
	  		  		  		  	[**REDACTED**]
	000101	  	Continued ...	  		  		  		  	


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


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 UNCLASSIFIED 

 

							
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PAGE    OF
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	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	QUANTITY
(C)	  	UNIT
(D)	  	UNIT PRICE
(E)	  	AMOUNT
(F)
		  	 Award Type: Cost
 Total
Estimated Cost:            [**REDACTED**]
 CLIN VALUE
[**REDACTED**]
 Incrementally Funded Amount:    [**REDACTED**]

Product/Service Code: 7640
 Product/Service
Description: MAPS, ATLASES, CHARTS, & GLOBES
  
 Period of Performance:
09/15/2011 to 09/14/2012
  
 Change Item 0002 to read as follows (amount
shown is the obligated amount):
	  		  		  		  	
						
	0002	  	 Enhanced GEOINT Delivery - Image Strip Layer:
 [**REDACTED**] This item also includes expenses associated with the dissemination of imagery and image products on media.

 
 1. The contractor shall provide all personnel, materials, facilities and equipment
to complete this requirement.
  
 2. This Item is an Indefinite Quantity
Cost Item. The sum of all products invoiced for under this Item shall not exceed $[**REDACTED**]. The Government COR or the EGD Technical POC will identify areas to be produced.

 
 3. The contractor shall invoice for the basis image strip imagery product delivered
under this item at the fixed rate of $[**REDACTED**].
  
 Additional
associated product pricing shall be invoiced at the rates in the Attachment entitled EGD Product Price List.
  
 4. When invoicing, the contractor shall segregate and cite the following specific Accounting Classification Reference Numbers

 
 Continued ...
	  		  		  		  	[**REDACTED**]


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


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 UNCLASSIFIED 

 

							
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	
PAGE    OF
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	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 (ACRN) for deliveries associated with the following countries by the indicated informational Sub-Item numbers:

 
 Sub-Item 000201, [**REDACTED**]

 
 Sub-Item 000202, [**REDACTED**]

 
 Sub-Item 000203, [**REDACTED**]

 
 Sub-Item 000204, [**REDACTED**] 

 
 Sub-Item 000205, [**REDACTED**] 

 
 Sub-Item 000206, [**REDACTED**]

 
 5. All deliverables shall be unclassified and shall carry the NextView
license.
  
 6. The Government will incrementally fund this Item, as such,
no legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any requirement placed under this Item may arise until funds are made available by the Contracting Officer for such
requirement and until the Contractor receives notice of such availability in writing from the Contracting Officer.
  
 Award Type: Cost
 Total Estimated
Cost:            [**REDACTED**]
 CLIN VALUE [**REDACTED**]

Product/Service Code: 7640
 Product/Service
Description: MAPS, ATLASES,
 CHARTS, & GLOBES
  

Period of Performance: 09/15/2011 to 09/14/2012
  

Change Item 000201 to read as follows (amount shown is the obligated amount):

 
 Image Strip Layer - [**REDACTED**]

Award Type: Cost
	  		  		  		  	
	000201	  	 Total Estimated Cost:            [**REDACTED**] 

CLIN VALUE [**REDACTED**]
 Incrementally
Funded Amount:    [**REDACTED**]
 Product/Service Code: 7640
 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES
  
 Period of Performance: 09/15/2011 to 09/14/2012
  
 Change Item 0003 to read as follows (amount shown is the obligated amount):
  
 Continued ...
	  		  		  		  	[**REDACTED**]


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
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PAGE    OF
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	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

	0003	  	 Enhanced GEOINT Delivery - Rapid Response Ortho
 (RRO) Service: [**REDACTED**] This item also includes expenses associated with the dissemination of imagery and image products on media.

 
 1. The contractor shall provide all personnel, materials, facilities and equipment
to complete this requirement.
  
 2. This Item is an Indefinite Quantity
Cost Item. The sum of all products invoiced for under this Item shall not exceed [**REDACTED**]. The Government COR or the EGD Technical POC will identify areas to be produced.

 
 3. The contractor shall invoice for products delivered under this item using the
RRO pricing list in the Attachment entitled EGD Product Price List.
  
 4.
When invoicing, the contractor shall segregate and cite the following specific Accounting Classification Reference Numbers (ACRN) for deliveries associated with the following countries by the indicated informational Sub-Item numbers:

 
 Sub-Item 000301, [**REDACTED**]

 
 Sub-Item 000302, [**REDACTED**]

 
 Sub-Item 000303, [**REDACTED**] 

 
 Sub-Item 000304, [**REDACTED**] 

 
 Sub-Item 000305, [**REDACTED**]

 
 Sub-Item 000306, [**REDACTED**]

 
 5. All deliverables shall be unclassified and shall carry the NextView
license.
  
 The Government will incrementally fund this

 
 Continued ...
	  		  		  		  	[**REDACTED**]


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	
PAGE    OF
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	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 Item, as such, no legal liability on the part of the Government for any payment or on the part of the Contractor for any performance
under any requirement placed under this Item may arise until funds are made available by the Contracting Officer for such requirement and until the Contractor receives notice of such availability in writing from the Contracting Officer.

 
 Award Type: Cost
 Total Estimated Cost:            [**REDACTED**]
 CLIN VALUE [**REDACTED**]
 Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES,

CHARTS, & GLOBES
  
 Period of Performance: 09/15/2011 to 09/14/2012
  
 Change Item 000301 to read as follows (amount shown is the obligated amount):
	  		  		  		  	
						
	000301	  	 RRO - [**REDACTED**]

Award Type: Cost
 Total Estimated
Cost:            [**REDACTED**] 
 CLIN VALUE [**REDACTED**]

Incrementally Funded Amount:    [**REDACTED**]
 Product/Service Code: 7640
 Product/Service Description: MAPS, ATLASES, CHARTS, &
GLOBES
  
 Period of Performance: 09/15/2011 to 09/14/2012

 
 Change Item 0004 to read as follows (amount shown is the obligated
amount):
	  		  		  		  	[**REDACTED**]
						
	0004	  	 Enhanced GEOINT Delivery, LongView Support - [**REDACTED**]

 
 Continued ...
	  		  		  		  	[**REDACTED**]


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	
PAGE    OF
 9        |        10

	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 [**REDACTED**]. This item also includes expenses associated with the dissemination of imagery and image products on
media.
  
 1. The contractor shall provide all personnel, materials,
facilities and equipment to complete this requirement.
  
 2. This Item is
an Indefinite Quantity Cost Item. The sum of all products invoiced for under this Item shall not exceed [**REDACTED**]. The Government COR or the EGD Technical POC will identify areas to be produced.

 
 3. The contractor shall invoice for any product delivered under this item at the
fixed rate based on the level of daily take delivered under this item using the pricing list in the Attachment entitled EGD Product Price List, including delivery expenses, which are incorporated into the sqnmi price.

 
 4. All deliverables shall be unclassified and shall carry the NextView
license.
  
 5. This item is subject to the availability of funds. As such,
the Government will incrementally fund this Item, as such, no legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any requirement placed under this Item may arise until funds are
made available by the Contracting Officer for such requirement and until the Contractor receives notice of such availability in writing from the Contracting Officer.
  

Award Type: Cost
 Total Estimated
Cost:            [**REDACTED**]
 CLIN VALUE [**REDACTED**]

Incrementally Funded Amount:    [**REDACTED**] 
 Product/Service Code: 7640
  

Continued ...
	  		  		  		  	


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 UNCLASSIFIED 

 

							
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	
PAGE    OF
 10        |        10

	  	HM021010C0002/0002/01	  
	 NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.
	  	 	  	 

  

											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

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

 
 Accounting Info:
 TBD
 [**REDACTED**] (Subject to Availability of
Funds)
 Period of Performance: 09/15/2011
	  		  		  		  	


  

			
	NSN 7540-01-152-8067	  	 OPTIONAL FORM 336 (4-86)            

Sponsored by GSA
 FAR (48 CFR)
53.110


 UNCLASSIFIED 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION 
 UNCLASSIFIED 
 National Geospatial-Intelligence Agency 
 Imagery and Production Services

 Statement of Work 
 Enhanced GEOINT Delivery (EGD) 
 21 October 2011 

1.0 Scope 

[**REDACTED**] 
 2.0
Background 
 [**REDACTED**] 
 3.0 Production Requirements 
 [**REDACTED**] 

 

  

			
	SOW Enhanced GEOINT Delivery 21 October 2011	  	Page 1 of 12


UNCLASSIFIED 

UNCLASSIFIED 








 FOIA CONFIDENTIAL TREATMENT REQUESTED 

PORTIONS OF THIS EXHIBIT MARKED BY [**REDACTED**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION 
 UNCLASSIFIED 
 [**REDACTED**] 
 7.0 Web Services 

[**REDACTED**] 
 7.1 Additional Product Requirements 
 [**REDACTED**] 

8.0 LongView Support 
  

  

			
	SOW Enhanced GEOINT Delivery 21 October 2011	  	Page 10 of 12


UNCLASSIFIED 

UNCLASSIFIED