10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended July 31, 2007
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	Commission File Number: 0-7928

(Exact name of registrant as specified in its charter)
Delaware	11-2139466
(State or other jurisdiction of incorporation /organization)	(I.R.S. Employer Identification Number)
68 South Service Road, Suite 230 Melville, New York	11747
(Address of principal executive offices)	(Zip Code)
(631) 962-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.10 per share	NASDAQ Stock Market LLC
Series A Junior Participating Cumulative
Preferred Stock par value $.10 per share	NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
x Yes     o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
o Yes      x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes      o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes      x No

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the NASDAQ National Market on January 31, 2007 was approximately $818,761,000.

The number of shares of the registrant’s common stock outstanding on September 10, 2007 was 23,895,917.

DOCUMENTS INCORPORATED BY REFERENCE.

Certain portions of the document listed below have been incorporated by reference into the indicated Part of this Annual Report on Form 10-K:

Proxy Statement for Annual Meeting of Stockholders to be held December 6, 2007 - Part III

INDEX

ITEM 1.	BUSINESS	1
	Industry Background	1
	Corporate Strategies	2
	Competitive Strengths	2
	Telecommunications Transmission Segment	3
	Mobile Data Communications Segment	5
	RF Microwave Amplifiers Segment	7
	Summary of Key Products, Systems and Services by Business Segment	8
	Acquisitions	9
	Sales, Marketing and Customer Support	9
	Backlog	10
	Manufacturing and Service	10
	Research and Development	10
	Intellectual Property	11
	Competition	11
	Employees	11
	Regulatory Matters	11
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	21
ITEM 2.	PROPERTIES	21
ITEM 3.	LEGAL PROCEEDINGS	21
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	22

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
	STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
	SECURITIES	22
	Stock Performance Graph and Cumulative Total Return	22
	Dividends	23
	Recent Sales of Unregistered Securities	23
	Issuer Purchases of Equity Securities	23
	Approximate Number of Equity Security Holders	23
ITEM 6.	SELECTED CONSOLIDATED FINANCIAL DATA	24

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS	25
	Overview	25
	Recent Acquisitions	26
	Critical Accounting Policies	26
	Results of Operations	28
	Comparison of Fiscal 2007 and 2006	28
	Comparison of Fiscal 2006 and 2005	32
	Liquidity and Capital Resources	34
	Legal Proceedings	35
	Recent Accounting Pronouncements	36
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
	RISK	37
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	37
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
	ACCOUNTING AND FINANCIAL DISCLOSURE	37
ITEM 9A.	CONTROLS AND PROCEDURES	37
ITEM 9B.	OTHER INFORMATION	38

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT	38
ITEM 11.	EXECUTIVE COMPENSATION	38
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	38
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	38

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	39
SIGNATURES		41
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE		F-1

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Note: As used in this Annual Report on Form 10-K, the terms “Comtech,” “we,” “us,” “our” and “our Company” mean Comtech Telecommunications Corp. and Comtech’s subsidiaries.

PART I

ITEM 1. BUSINESS

We design, develop, produce and market innovative products, systems and services for advanced communications solutions. We believe many of our solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable, inefficient or too expensive.

We conduct our business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. We sell our products to a diverse customer base in the global commercial and government communications markets. We believe we are a leader in the market segments that we serve.

In the past several years, we have expanded our product lines, completed tactical acquisitions, increased our research and development efforts and broadened our customer base. These actions have resulted in significant growth over the past five years. Our fiscal 2007 sales of $445.7 million and net income of $65.2 million are the highest in the history of our company. As of July 31, 2007, we have $342.9 million of unrestricted cash and cash equivalents on hand.

Our Internet website is www.comtechtel.com and we make available free of charge, on our website, our annual reports, quarterly reports, current reports and any related amendments. Unless specifically noted, the reference to our website address does not constitute incorporation by reference of the information contained therein into this Annual Report on Form 10-K. In addition, any materials filed with the SEC may be read and copied by the public at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are incorporated in the state of Delaware and were founded in 1967.

Industry Background

The global commercial and government communications markets have experienced rapid technological advances and changes during the past decade. The markets we directly operate in have been affected by many factors including the following:

• The Global Development of Information-Intensive Economies. Businesses, governments and consumers have become increasingly reliant upon the Internet and multimedia applications to communicate voice, video and data to their customers, suppliers, and employees around the world. We expect demand for these high-bandwidth applications to continue to grow.

• Demand for Increased Communications Cost Efficiencies. Due to the significant increase in global voice, video and data communications traffic, communications service providers have been forced to increase their investments in transmission infrastructure in order to maintain the quality and availability of their services. As a result, communications service providers are continually seeking technology solutions that increase the efficiency of their networks in order to reduce overall network operating costs. In light of the relatively high cost of satellite transmission versus other transmission channels, we believe that communications service providers will make their satellite equipment vendor selections based upon the operating efficiency and quality of the products and solutions.

• The Emergence of Information-Based, Network-Centric Warfare. Militaries around the world, including the United States (“U.S.”) military, have become increasingly reliant on information and communications technology to provide critical advantages in battlefield, support and logistics operations. Situational awareness, defined by knowledge of the location and strength of friendly and unfriendly forces during battle, can increase the likelihood of success during a conflict. As evidenced in the recent Iraqi conflict, stretched battle and supply lines have used satellite-based or over-the-horizon microwave communications solutions to span distances that normal radio communications, such as terrestrial-based systems, are unable to cover. We expect the need for these technologies to remain high due to the lack of terrestrial-based communications infrastructure in many parts of the world where the U.S. and other militaries operate.

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• The Need for Developing Countries To Upgrade Their Commercial and Defense Communication Systems. We believe many developing countries are committing greater resources and are now placing a higher priority on developing and upgrading their communications systems than in the past. Many of these countries lack the financial resources to install extensive land-based networks, particularly where they have large geographic areas or unfriendly terrain that make the installation of telecommunications infrastructure more costly. We believe that satellite and over-the-horizon microwave technologies often provide the most affordable and effective solutions to meet the requirements for communications services in these countries.

We continue to respond to these trends across our three business segments by focusing internal and customer funded research and development resources to produce secure, scalable and reliable technologies to meet these evolving market needs.

Corporate Strategies

We manage our business with the following principal corporate business strategies:

• Seek leadership positions in markets where we can provide specialized products and services;

• Identify and participate in emerging technologies that enhance or expand our product portfolio;

• Operate business segments flexibly to maximize responsiveness to our customers;

• Strengthen our diversified and balanced customer base; and

• Pursue acquisitions of businesses and technologies.

We believe that, as a result of these business strategies, we are well positioned to continue to capitalize on growth opportunities in the global commercial and government communications markets.

Competitive Strengths

The successful execution of our principal corporate strategies is based on our competitive strengths, which are described below:

Leadership Positions in All Three Business Segments – In our telecommunications transmission segment, we believe we are the leading provider of satellite earth station modems, over-the-horizon microwave systems, and integrated circuits incorporating Turbo Product Code (“TPC”) forward error correction technology. In our mobile data communications segment, we are the sole supplier of the U.S. Army logistics community’s Movement Tracking System (“MTS”) and continue to integrate our technologies and products with other U.S. military battlefield command and control applications and systems. In our RF microwave amplifiers segment, we believe we are one of the largest independent suppliers of broadband, high-power, high-performance RF microwave amplifiers.

Innovative Leader with Emphasis on Research and Development – We have established a leading technology position in our fields through internal and customer funded research and development activities. We believe we were the first company to begin full-scale deployment of TPC in digital satellite earth station modems, which can significantly reduce satellite transponder lease costs or increase satellite earth station modem data throughput. Our field-proven over-the-horizon microwave systems utilize a proprietary 16 megabits per second (“Mbps”) adaptive digital modem. Our mobile data communications system is the leading L-band satellite-based mobile data communications system used by the U.S. Army logistics community for near real-time messaging and location tracking of mobile assets.

Diverse Customer Base with Long-Standing Relationships – We have established long-standing relationships with leading domestic and international system and network suppliers in the satellite, defense and aerospace industries, as well as the U.S. government and foreign governments. Our products are in service around the globe and we continue to expand our geographic distribution. We believe that our customers recognize our ability to develop new technologies and to meet stringent program requirements.

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Core Manufacturing Expertise That Supports All Three Business Segments – Our high-volume manufacturing center located in Tempe, Arizona utilizes state-of-the-art design and production techniques, including analog, digital and RF microwave production, hardware assembly and full-service engineering. All three of our business segments utilize this manufacturing center for certain high-volume production which allows us to secure volume discounts on key components, control the quality of our manufacturing process and maximize the utilization of our manufacturing capacity.

Successful Acquisition Track Record – We have demonstrated that we can successfully integrate acquired businesses, achieve increased efficiencies and capitalize on market and technological synergies. We believe that our disciplined approach in identifying, integrating and capitalizing on acquisitions provides us with a proven platform for additional growth.

Our Three Business Segments

We conduct our business through three complementary business segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. By operating independently with their own management teams, our business segments are able to maintain a high level of focus on their respective businesses and customers. Our corporate senior management team supports the business segments by, among other things, actively seeking to exploit synergies that exist between the segments, including in areas such as manufacturing, technology, sales, marketing and customer support. Financial information about our business segments is provided in Note 12 to the consolidated financial statements beginning on page F-24.

Telecommunications Transmission Segment

Overview

Our telecommunications transmission segment, which is currently our largest business segment, provides sophisticated equipment and systems that are used to enhance satellite transmission efficiency and that enable wireless communications in environments where terrestrial communications are unavailable, inefficient or too expensive. These products and systems are used in a wide variety of commercial and government applications including the transmission of voice, video and data over the Internet (such as Voice over Internet Protocol (“VoIP”) and broadband video), long distance telephony, the backhaul of cellular traffic using satellites, broadcast, cable and highly secure defense applications.

The following are the key products and systems, along with related markets and applications, for our telecommunications transmission segment:

Satellite Earth Station Equipment and Systems – We provide customers a one-stop shopping approach by offering a broad range of satellite earth station equipment, including modems, frequency converters, power amplifiers, transceivers, access devices, voice gateways, IP encapsulators and media routers that are used in commercial and government satellite applications. We believe we are the leading provider of satellite earth station modems. Our modems incorporate TPC, an advanced form of forward error correction. We believe we were the first company to offer TPC in satellite earth station modems which can significantly reduce satellite transponder lease costs or increase satellite earth station modem data throughput. During the past several years, we have introduced a new line of satellite modems that allow for greater data transmission than ever before. For example, some of our modems now include technology including low density parity check (“LDPC”), a next-generation form of forward error correction, as well as Carrier-in-Carrier^TM, a technique in our modems that allows satellite earth stations to transmit and receive at the same frequency, effectively reducing transponder bandwidth requirements by 50%. Our time division multiple access (“TDMA”) and single channel per carrier (“SCPC”) based communication products and software enable our customers to utilize satellite network bandwidth management techniques to more cost-effectively enable, among others, applications such as video teleconferencing, distance learning, telemedicine and Internet content delivery.

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Over-the-Horizon Microwave Equipment and Systems – We design, develop, produce and market over-the-horizon microwave communications equipment and systems that can transmit signals over unfriendly or inaccessible terrain from 20 to 600 miles by reflecting the transmitted signals off of the troposphere, an atmospheric layer located approximately seven miles above the earth’s surface. Over-the-horizon microwave communications is a cost-effective, secure alternative to satellite communications as it does not require the leasing of satellite transponder space. Traditional end-users of our equipment have included foreign governments who have used our over-the-horizon microwave systems to, among other things, transport radar tracking information from remote border locations, and oil and gas companies, who use our systems to enable communication links for offshore oilrigs and other remote exploration activities. Our continued advancements in over-the-horizon microwave technology are enabling new applications for these systems, such as the transmission of video. The recent introduction of our 16 Mbps adaptive digital troposcatter modem upgrade kit to the U.S. military market resulted in our receipt of significant orders.

Forward Error Correction Technology – We design, develop and market forward error correction integrated circuit solutions which allow for more efficient transmission of voice, video and data in wireless communication channels. We have been issued several U.S. patents relating to our forward error correction technology. We incorporate this technology into our satellite earth station modems, which we believe increases the efficiency of our modems for the transmission of satellite traffic. We have also integrated TPC technology into our over-the-horizon microwave systems. We believe that the cost efficiency to our customers of this technology provides us with a competitive advantage in the markets we serve. In addition, we market data compression integrated circuits which are used by leading manufactures of copiers and data storage products.

Business Strategies

Our telecommunications transmission segment business strategies are as follows:

Expand Leadership Position in Satellite Earth Station Market – Our satellite earth station modems, which incorporate leading technologies and standards such as TPC, LDPC, Digital Video Broadcasting Standard 2 (DVB-S2) and Carrier-in-Carrier,^TM have established us as a leading provider to domestic and international commercial satellite systems and network customers, as well as U.S. and foreign governments. Our product offerings have been expanded to include access devices and voice gateways which allow customers to consolidate multi-service network traffic such as voice, video and data. When combined with our satellite earth station modems, the solution is ideal for backhauling cellular traffic using satellites, which can reduce customer bandwidth requirements by up to 90%. We have recently introduced our CDM-700 satellite modem that will allow our customers to transmit data at 155 Mbps per second – faster than any other modem we have ever developed. In order to better serve the U.S government market, we are focusing sales efforts on the SLM-5650, a high speed, compact, rugged modem that is ideally suited for many government and military applications such as fixed, at-the-halt and on-the-move communications. We expect to continue to expand our leadership position by offering new products and solutions to meet the expected increased demand from commercial, government and defense customers.

Capitalize on Increased Demand for Over-the-Horizon Microwave Systems and Upgrades – As the leading supplier in this specialized product line, we expect to continue to capitalize on increased demand for new systems, as well as demand for upgrades to a large global installed base of older systems. These systems are sometimes referred to as troposcatter systems and are extremely reliable and secure when compared to satellite-based systems. Our systems, which include our patented TPC forward error correction technology, are able to transmit video and other broadband applications at throughput speeds in excess of 16 Mbps. To date, the largest single end-customer for our over-the-horizon microwave systems has been a North African country which we believe is between major phases of a multi-year roll-out of a large project. Although it is difficult for us to predict the timing of future awards relating to the North African country’s project, we are actively bidding on the next stage. In fiscal 2007, the U.S. Department of Defense (“DoD”) began purchasing our 16 Mbps adaptive digital modem upgrade kits to be used on a portion of the DoD’s inventory of AN/TRC-170 digital troposcatter terminals and we are in continuing discussions with the DoD to upgrade additional terminals and other components within the AN/TRC-170. The increased capability of the upgraded AN/TRC-170 terminals could reduce the DoD’s dependence on satellite communications in areas of conflict. As a result of our success with our North African end-customer and the DoD, other foreign countries and militaries have shown interest in our over-the-horizon microwave systems technology and we believe the overall market for our products and systems is expanding.

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Continue to Develop Technology for Efficient Satellite Bandwidth Utilization – As demand for satellite bandwidth continues to increase, technological advances will be needed to provide affordable bandwidth solutions for our customers. We intend to continue to develop next generation advances of our forward error correction technology and believe this will have important utility in responding to the increasing demand for satellite bandwidth utilization, particularly by U.S. military, security and intelligence agencies. We intend to continue to enhance our Internet, TDMA and SCPC-based software and products which enable customers to utilize bandwidth management techniques to enable, among others, applications such as video teleconferencing, distance learning, telemedicine and Internet content delivery. We have introduced our new CDM-Qx modem that incorporates the above-mentioned Carrier-in-Carrier^TM technology. This licensed technology, when combined with our advanced forward error correction and modulation techniques, will enable us to integrate additional bandwidth savings functionality into our satellite modems. In fiscal 2007, we expanded our satellite earth station product offerings and began selling IP encapsulators and media routers, that, when combined with our bandwidth efficient satellite earth station modems, can reduce operating expenses for service providers delivering IP-based broadcast connectivity.

Mobile Data Communications Segment

Overview

Our mobile data communications segment, currently our fastest growing segment, provides customers with an integrated solution to enable global satellite-based communications when mobile, real-time, secure transmission is required. Products and systems include mobile satellite transceivers, the supply and operation of satellite packet data networks (including arranging for and providing satellite capacity), ruggedized computers and satellite earth station network gateways, and associated installation, training and maintenance. Our technology and products have been integrated into several U.S. military logistics and battlefield command and control applications and have been installed on a variety of vehicles including Abrams tanks, Bradley Fighting Vehicles, helicopters such as the Apache, Black Hawk and Chinook helicopters and High Mobility Multipurpose Wheeled Vehicles (“HMMWV”). When equipped with this technology, soldiers operating these vehicles are able to be continually tracked and maintain communications with a command center and fellow soldiers in the field. Our extremely reliable proprietary network service employs full end-to-end path redundancy as well as back-up capability in the event of a major catastrophe, and we maintain a 24 x 7 network operations and customer care center that provides customers with ongoing support any time day and night.

The key products in our mobile data communications segment include the following:

MT-2011 – A single sealed mobile satellite transceiver with no moving parts, the MT 2011 is used by customers to transmit and receive near real-time packet data and is proven to operate under rugged environmental and operating conditions on land, in the air, and on the water. It has a single interface port for connecting the terminal to power and to devices such as mobile and handheld computers. The MT 2011 can operate anywhere in the world over any available L-band satellite systems.

MT-2012 – Incorporating all of the features of our field-proven MT-2011 mobile satellite transceiver, this enhanced transceiver features embedded radio frequency identification devices (“RFID”) and selected availability anti-spoofing modules (“SAASM”). The built-in RFID interrogator provides total asset visibility by communicating with RFID tags attached to inventory, such as cargo containers, and transmits data back to the requesting user. The transceiver also contains an expanded memory buffer which allows the MT-2012 to accept larger data files for transmission over satellite.

MTM-203 – This miniaturized L-band transceiver incorporates the key features of our MT-2011. It incorporates state-of-the-art technology created for users where both restrictions in size and weight are critical. We have recently submitted our MTM-203 satellite transceiver module for Federal Information Processing Standards (“FIPS”) 140-2 validation. We believe we will receive this validation and it will allow for increased sales of the MTM-203 to users who must operate on certain secure military networks.

geoOps^TM Enterprise Location Management System – This web-based software provides an integrated capability to command, control and manage mobile ground vehicles. The software integrates the functions of route planning, transportation control, dispatching, travel and road condition monitoring and is updated via an easy to use electronic map.

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The following are the key applications for our mobile data communications segment’s products and services:

The U.S. Army’s Movement Tracking System (“MTS”) – We have continuously provided a turnkey solution to the U.S. Army’s logistics community since 1999 under a competitively awarded contract. We believe the MTS system, which is currently being used by U.S. forces in Iraq and in certain other areas of the world, is the leading L-band satellite-based mobile data communication system for near real-time messaging and location tracking of logistics-oriented mobile assets. In August 2007, we were awarded a new indefinite delivery/indefinite quantity (“IDIQ”) contract, with a ceiling value of $605.1 million, to continue to provide and support MTS products and services through July 12, 2010. Although we anticipate the roll-out and ongoing maintenance of the MTS system to continue, the contract can be terminated at any time, is not subject to automatic renewal or extension, and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government.

Battlefield Command and Control Applications – Pursuant to various contracts with the U.S. Army Communications Electronics Command (“CECOM”), our technology has been integrated into the U.S. Army’s Force XXI Battle Command, Brigade and Below command and control systems, also known as Blue Force Tracking (“BFT”). Our efforts include the supply of mobile satellite transceivers, the lease of satellite capacity, the supply and operation of the satellite packet data network and network gateways, and associated systems support and maintenance. In August 2007, we were awarded an IDIQ contract to continue to provide products and services in support of the BFT program through December 31, 2011. The BFT contract has a ceiling value of $216.0 million and similar to our MTS contract, it can be terminated at any time, is not subject to automatic renewal or extension, and orders are subject to unpredictable funding, deployment and technology decisions.

Homeland Security and Multi-National Applications – Our products and services can also be used to facilitate communications in the event that natural disasters or other situations, such as a terrorist attack, disable or limit existing terrestrial communications. For example, the Army National Guard has purchased our mobile data communication products for use on the MTS system to better prepare for and react to disaster recovery operations at the local, state and national levels. In addition, the North Atlantic Treaty Organization (“NATO”) is incorporating our geoOps^TM Enterprise Location Management System into a multi-national satellite-based friendly force tracking system. The geoOps^TM software can also be used to share real-time operational data allowing the same view of unfolding operations or emergency scenarios amongst friendly forces.

Commercial Satellite-Based Mobile Data Applications – We believe that there may be opportunities to leverage our core strengths and expertise in satellite-based mobile tracking and messaging services into commercial market applications. These include vehicle tracking and communication for domestic and international transportation companies, private fleets and heavy equipment fleets. We continue to carefully explore this market opportunity and seek to identify markets that have a particular requirement for our high quality, real-time and secure satellite-based communications network. Such markets could include fleet operators whose vehicles transport dangerous or hazardous materials, such as armaments, explosives, or flammable materials (e.g., oil or industrial chemicals). We will continue to market our solutions in a methodical way and target them to those customers whose needs best fit our technology offerings. We do not expect a significant amount of commercial sales in this area in fiscal 2008.

Business Strategies

Our mobile data communications segment business strategies are as follows:

Continue to Capitalize on Opportunities with the U.S. Army – The number of logistics and combat vehicles that use our system, as a percentage of the total number of vehicles the U.S. Army deploys, remains relatively small. We believe that the reliable and effective performance of our system has demonstrated to the U.S. Army the value of a mobile global satellite-based communications network when real-time, secure transmission is required. In fiscal 2007, the BFT program’s prime contractor has awarded a competitor a contract to develop a new prototype network and related equipment to increase network capacity for the U.S. Army’s BFT tracking system. We are currently working closely with the U.S. Army to provide additional enhancements to both our network capabilities and communications performance and believe that we have and are developing new products that provide compelling technological advancement to our existing products and that is, importantly, backwards compatible with the large number of existing BFT and MTS systems in active deployment today. We also continue to develop new products that feature enhancements, including miniaturization and updated software that can provide increased speed, functionality and a more intuitive and easier to use graphical user interface for end-users. Ultimately, we believe that by seeking to work collaboratively with the U.S. Army to ensure that its short-term and long-term needs are addressed, we will enhance our competitive positioning for a potential future recompete, renewal or extension of the MTS and BFT contracts.

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Leverage our Current Installed Base into other Military Commands – In light of the integration of our mobile satellite transceivers into the U.S. Army’s BFT tracking system command and control systems used in Iraq, Afghanistan and elsewhere around the world, we believe and have demonstrated that there are a number of opportunities for us to market our products and solutions to other military commands, both in the U.S. and internationally. The Army National Guard and the First Marine Expeditionary Forces have received funding to purchase our products and services. Both the Republic of Georgia and the Australian Defense Force have recently begun deployments of our products. Also, our geoOps^TM Enterprise Location Management System software platform has been incorporated into NATO’s International Security Assistance Force Tracking System, a satellite-based mobile communication system. We continue to work with a number of other international military commands to increase brand and product awareness. Although the sales cycle relating to these other military commands is long and difficult to predict, we believe that our products and technologies can meet other potential customer country requirements.

Market and Develop New Commercial Satellite-Based Mobile Data Applications – Although the market for commercial satellite-based mobile data applications is extremely competitive, we believe the performance of our system in the military setting may establish our system as an attractive choice for users in certain commercial markets. We are currently focusing our efforts, in a methodical way, on selling to those potential customers whose needs best fit with our technology offerings.

RF Microwave Amplifiers Segment

Overview

We believe we are one of the largest independent companies designing, developing, manufacturing and marketing solid-state, high-power, broadband amplifiers in the microwave and RF spectrums. Our amplifiers reproduce signals with greater power, current or voltage amplitude, and are extremely complex and critical to the performance of the systems into which they are incorporated. We sell our amplifiers to domestic and foreign commercial and government users. The following are the principal markets and applications for our amplifiers:

Defense Applications – U.S. and foreign military customers use our amplifiers in a variety of telecommunications systems (such as transmitting and boosting signals) and electronic warfare systems (such as simulation, radar, jamming and in identification friend or foe (“IFF”) systems). The U.S. military also uses our amplifiers in systems designed to help protect U.S. troops from radio-controlled road side bombs. Our integrated radio frequency assemblies, which consist of one of our high-power RF amplifiers and a UHF radio frequency assembly integrated into a single module, are used in the Enhanced Position Location Reporting System (“EPLRS”). The EPLRS radio network is a highly reliable communication system used by the DoD that automatically reconfigures itself to overcome the line-of-sight limitations of UHF communications, as well as jamming threats. We believe that ongoing military activities and heightened homeland security concerns are resulting in increased interest in our amplifier products.

Sophisticated Commercial Applications – Our amplifiers are key components in sophisticated commercial applications. For example, our amplifiers are used in oncology treatment systems that allow doctors to give patients who are suffering from cancer higher doses of radiation while focusing closer on the tumors, thereby avoiding damage to healthy tissue. In addition, our amplifiers are used to amplify signals carrying voice, video or data for air-to-satellite-to-ground communications. For example, our amplifiers, when incorporated as part of an aircraft satellite communication system, can provide passengers with e-mail, Internet access and video conferencing. Manufacturers also use our amplifiers to test their electronic systems for electromagnetic compatibility and susceptibility to interference. Such testing may be used to determine whether the various electronic systems in a commercial aircraft are likely to be affected by the use of laptop computers, wireless telephones or video games by passengers in flight.

Business Strategies

We manage our RF microwave amplifiers segment with the following principal strategies:

Continue to Penetrate the Market for Outsourced Amplifier Production – Because solid-state, high-power, broadband amplifiers are important to the performance of the larger systems into which they are incorporated, many large systems companies often prefer to manufacture these amplifiers in-house. We believe that our focus on and expertise in designing and manufacturing solid-state, high-power, broadband amplifiers, as well as our high-volume manufacturing capability, often make us a cost-effective and technologically superior alternative to such in-house  manufacturing. Our  current  customers  include  Rockwell   Collins, Inc., Thales  Group, European Aeronautic Defense

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and Space Company, Telephonics Corporation, Northrop Grumman Corporation, BAE Systems PLC, EDO Corporation and Raytheon.

Expand Marketing and Sales Efforts in the Defense Market – We believe there are a number of long-term opportunities in the defense and military markets, particularly for solid-state, high-power, broadband amplifiers used in electronic warfare applications, and that we can increase our share of this market by pursuing partnering arrangements with existing and new prime contractors. For example, we were recently selected by one of our customers to participate in the Counter Remote Controlled Improvised Explosive Device Electronic Warfare 2.1 program (“CREW 2.1”) and are supplying broadband, solid-state high-power radio signal jamming amplifiers and switches to be used to help protect U.S. troops from the ever-evolving threat of radio controlled road side bombs. The participation in this program allows us to demonstrate our latest developments in the next generation of amplifier technology and our high volume production capabilities.

Enhance Position as an Innovative Supplier by Increasing Research and Development – We will continue to pursue customer funded research and development to fuel new product development, as well as continue our internally funded research and development activities. We expect this emphasis on research and development to enhance our existing product lines, develop new capabilities and solidify and strengthen our position in our principal markets.

Summary of Key Products, Systems and Services by Business Segment

Business Segment	Products/Systems and Services	Representative Customers	End-User Applications
Telecommunications transmission	Satellite earth station equipment and systems including: analog and digital modems, frequency converters, power amplifiers, transceivers, access devices, voice gateways and network management systems	Satellite systems integrators, wireless and other communication service providers and defense contractors such as Intelsat and Globecom, as well as U.S. and foreign governments	Commercial and defense applications including the transmission of voice, video and data over the Internet, broadband, long distance telephone, broadcast and cable, distance learning and telemedicine
	Over-the-horizon microwave systems and 16 Mbps adaptive modems	Military customers and related prime manufacturers, as well as oil companies such as BP Amoco	Secure defense applications, such as transmission of military data, and commercial applications such as the transmission of voice and data to and from oil platforms
	Forward error correction technology such as TPC, LDPC and data compression technology	Satellite and wireless equipment providers and leading manufacturers of copier and data storage products, such as Sony	Enables more efficient transmission of voice, video and data in wireless communication channels
Mobile data communications	Mobile satellite transceivers, network services, installation, training and maintenance	U.S. Army logistics community, CECOM, foreign governments, and prime contractors to the U.S. Armed Forces and commercial customers	Two-way satellite-based mobile tracking, messaging services (U.S. Army’s MTS), battlefield command and control applications (BFT), RFID applications and commercial applications such as fleet tracking
RF microwave amplifiers	Solid-state, high-power, broadband RF microwave amplifiers	Domestic and international defense customers, prime contractors and system suppliers such as Raytheon, EDO Corporation and Thales, medical equipment companies such as Varian, and aviation industry system integrators such as Rockwell Collins	Defense applications including communications, radar, jamming and IFF and commercial applications such as medical applications (oncology treatment systems) and satellite communications (including air-to- satellite-to-ground communications)

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Acquisitions

We have made acquisitions of businesses and enabling technologies during the past three years and have followed a disciplined approach in identifying, executing and capitalizing on these acquisitions.

In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (“Tolt”) for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. In fiscal 2006, we significantly de-emphasized stand-alone sales of Tolt’s turnkey employee mobility solutions, and are focusing our efforts on selling commercial satellite-based mobile data applications. This operation is part of our mobile data communications segment.

In August 2006, we acquired certain assets and assumed certain liabilities of Insite Consulting, Inc. (“Insite”), a logistics application software company, for $3.2 million, including transaction costs of $0.3 million. As of July 31, 2007, we have paid $2.9 million and, in the first quarter of fiscal 2008, we made the final guaranteed payment of $0.3 million. In addition to the guaranteed purchase price, we may be required to make certain earn-out payments based on the achievement of future sales targets. The first part of the earn-out cannot exceed $1.4 million and is limited to a five-year period ending August 2011. The second part of the earn-out, which is for a ten-year period ending August 2016, is unlimited and based on a per unit future sales target primarily relating to new commercial satellite-based mobile data communications markets. Insite has developed the geoOps™ Enterprise Location Monitoring System, a software-based solution that allows customers to integrate legacy data systems with near-real time logistics and operational data systems. This operation was combined with our existing business and is part of our mobile data communications segment.

In February 2007, we acquired certain assets and assumed certain liabilities of Digicast Networks, Inc. (“Digicast”), a manufacturer of digital video broadcasting equipment, for $1.0 million. This operation was combined with our existing business and is part of our telecommunications transmission segment.

Sales, Marketing and Customer Support

Sales and marketing strategies vary with particular markets served and include direct sales through sales, marketing and engineering personnel, sales through independent representatives, value-added resellers or a combination of the foregoing. We intend to continue to expand international marketing efforts by engaging additional independent sales representatives, distributors and value-added resellers and by establishing additional foreign sales offices. As appropriate and as guided by corporate senior management, our three business segments capitalize on manufacturing, technology, sales, marketing and customer support synergies between them.

Our management, technical and marketing personnel establish and maintain relationships with customers. Our strategy includes a commitment to provide ongoing customer support for our systems and equipment. This support involves providing direct access to engineering staff or trained technical representatives to resolve technical or operational issues.

Our over-the-horizon microwave systems, mobile data communications products and services, solid-state, high-power, broadband RF microwave amplifier product lines and satellite earth station products that use relatively new technology have long sales cycles. Once a product is designed into a system, customers may be reluctant to change the incumbent supplier due to the extensive qualification process and potential redesign required in using alternative sources. Accordingly, management is actively involved in key aspects of relations with our major customers.

Sales by geography and customer type, as a percentage of consolidated net sales, are as follows:

	Fiscal Years Ended July 31,
		2007		2006		2005
United States
U.S. government		61.3	%	47.3	%	42.1	%
Commercial customers		12.5	%	17.1	%	13.9	%
Total United States		73.8	%	64.4	%	56.0	%
International
North African country		3.0	%	9.7	%	13.2	%
Other international customers		23.2	%	25.9	%	30.8	%
Total International		26.2	%	35.6	%	44.0	%

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International sales include sales to U.S. domestic companies for inclusion in products that will be sold to international customers. One customer, a prime contractor, represented 5.4% of consolidated net sales in fiscal 2007 and 10.2% of consolidated net sales in both fiscal 2006 and 2005.

Backlog

Our backlog as of July 31, 2007 and 2006 was $129.0 million and $186.0 million, respectively. We expect that a majority of the backlog as of July 31, 2007 will be recognized as sales during fiscal 2008. At July 31, 2007, 47.9% of the backlog consisted of U.S. government contracts, subcontracts and government funded programs, 42.9% consisted of orders for use by international customers (including sales to U.S. domestic companies for inclusion in products that will be sold to international customers) and 9.2% consisted of orders for use by U.S. commercial customers.

Almost all of the contracts in our backlog are subject to cancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract. Backlog for our U.S. government customers includes amounts appropriated by Congress and allotted to the contract by the procuring government agency. Our backlog does not include the value of options that may be exercised in the future on multi-year contracts, nor does it include the value of additional purchase orders that we may receive under IDIQ contracts or basic ordering agreements. Almost all of our U.S. government revenues in fiscal 2007, 2006 and 2005 were derived from firm fixed-price contracts. Under these types of contracts, we perform for an agreed-upon price and we can derive benefits from cost savings, but bear the risk of cost overruns. Our cost-plus-fixed-fee contracts, which to date have been insignificant, typically provide for reimbursement of allowable costs incurred plus a negotiated fee.

Variations in backlog from time to time are attributable, in part, to the timing of contract proposals, the timing of contract awards and the delivery schedules on specific contracts. Our satellite earth station equipment product line operates under short lead times and usually generates sales out of inventory. As a result, we believe our backlog at any point in the fiscal year is not necessarily indicative of the total sales anticipated for any particular future period.

Manufacturing and Service

Our manufacturing operations consist principally of the assembly and testing of electronic products that we design and build from purchased fabricated parts, printed circuits and electronic components.

We consider our facilities to be well maintained and adequate for current and planned production requirements. All of our manufacturing facilities, including those that serve the military market, must comply with stringent customer specifications. We employ formal quality management programs and other training programs, including the International Standard Organization’s (“ISO-9000”) quality procedure registration programs.

Our ability to deliver products to customers on a timely basis is dependent, in part, upon the availability and timely delivery by subcontractors and suppliers (including the U.S. government) of the components and subsystems that we use in manufacturing our products. Electronic components and raw materials used in our products are generally obtained from independent suppliers. Some components are standard items and are available from a number of suppliers. Others are manufactured to our specifications by subcontractors. Although we obtain certain components and subsystems from a single source or a limited number of sources, we believe that most components and equipment are available from multiple sources. Certain U.S. government contracts require us to incorporate government furnished parts into our products. Delays in our receipt of such parts can adversely impact the timing of our performance on the related contracts.

Research and Development

We reported research and development expenses for financial reporting purposes of $32.5 million, $25.8 million and $21.2 million in fiscal 2007, 2006 and 2005, respectively, representing 7.3%, 6.6% and 6.9% of total net sales, respectively, for these periods.

A portion of our research and development efforts relates to the adaptation of our basic technology to specialized customer requirements and is recoverable under contracts, and such expenditures are not included in our research and development expenses for financial reporting purposes. During fiscal 2007, 2006 and 2005, we were reimbursed by customers for such activities in the amounts of $4.2 million, $4.4 million and $3.0 million, respectively. Our aggregate research and development expenditures (internal and customer funded) were $36.6 million, $30.2 million and $24.2 million or 8.2%, 7.7% and 7.8% of total net sales in fiscal 2007, 2006 and 2005, respectively.

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Intellectual Property

We rely upon trade secrets, technical know-how and continuing technological innovation to develop and maintain our competitive position. The products we sell require significant engineering design and manufacturing expertise. The majority of these technological capabilities, however, are not protected by patents and licenses. We rely on the expertise of our employees and our learned experiences in both the design and manufacture of our products and the delivery of our services.

Some of our telecommunications transmission technology is protected by patents, which are significant to protecting our proprietary technology. We have been issued several U.S. patents relating to forward error correction technology that is utilized in our TPC-enabled satellite modems. The earliest of these patents expires in 2012.

Competition

Our businesses are highly competitive and are characterized by rapid technological change. A significant technological breakthrough by others, including new companies or our customers, could have a material adverse effect on our business. Our growth and financial condition depend on, among other things, our ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of electronic equipment users and transmission technologies.

Certain of our competitors are substantially larger, have significantly greater financial, marketing, research and development, technological and operating resources and broader product lines than we do. The competitors in our telecommunications transmission segment include ViaSat, Inc., Radyne Corporation, Miteq Inc., iDirect, Inc. and Paradise Datacom LLC. The competitors in our mobile data communications segment include Qualcomm, Inc. and EMS Technologies, Inc. The competitors in our RF microwave amplifiers segment include Herley Industries, Inc., Aethercomm and Empower RF Systems, Inc. Some large companies such as Raytheon Company, General Dynamics Corporation and Northrop Grumman Corporation have subsidiaries or divisions that compete against us in one or more business segments. In addition, new and potential competitors are always emerging.

Certain of our customers, such as prime contractors who currently outsource their engineering and manufacturing requirements to us, have technological capabilities in our product areas and could choose to replace our products with their own. In some cases, we partner or team with companies (both large and mid-tier) to compete against other teams for large defense programs. In some cases, these same companies may be competitors as it relates to certain aspects of our business.

We believe that competition in all of our markets is based primarily on technology innovation, product performance, reputation, delivery times, customer support and price. Due to our flexible organizational structure and proprietary know-how, we believe we have the ability to develop, produce and deliver products on a cost-effective basis faster than many of our competitors.

Employees

At July 31, 2007, we had 1,230 employees (including temporary employees and contractors), 693 of whom were engaged in production and production support, 312 in research and development and other engineering support and 225 in marketing and administrative functions. None of our employees are represented by a labor union. We believe that our employee relations are good.

Regulatory Matters

We are subject to a variety of local, state and federal governmental regulations. Our products that are incorporated into wireless communications systems must comply with various governmental regulations, including those of the Federal Communications Commission (“FCC”). Our manufacturing facilities, which may store, handle, emit, generate and dispose of hazardous substances that are used in the manufacture of our products, are subject to a variety of local, state and federal regulations, including those issued by the Environmental Protection Agency. Our international sales are subject to U.S. and foreign regulations and may require licenses (including export licenses) from U.S. government agencies or require the payment of certain tariffs. In addition, we are subject to recent directives by the European Union (“EU”) related to the recycling of electrical and electronic equipment. Our financial reporting, corporate governance, public disclosure and compliance  practices  are governed  by  laws  such as the Sarbanes-Oxley Act of 2002 and rules and  regulations issued   by  the  Securities  and   Exchange  Commission  (“SEC”).  As  a   U.S.  government  contractor   and subcontractor, we are subject to a variety of rules and regulations,

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such as the Federal Acquisition Regulations. To date, we have incurred costs in connection with compliance with these regulations in the normal course of business.

ITEM 1A. RISK FACTORS

Forward-Looking Statements

This Form 10-K contains “forward-looking statements” including statements concerning the future of our industry, product development, business strategy, continued acceptance of our products, market growth, and dependence on significant customers. These statements can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-K. However, the risks described in this Form 10-K are not the only risks that we face. Additional risks and uncertainties, not currently known to us or that do not currently appear to be material, may also materially adversely affect our business, financial condition and/or operating results in the future. The risk factors noted below and other factors noted throughout this Form 10-K could cause our actual financial condition or results to differ significantly from those contained in any forward-looking statement.

Due to many factors, including the amount of business represented by large contracts, new orders, net sales and our operating results are difficult to forecast and may be volatile.

We have experienced, and will experience in the future, significant fluctuations in new orders, net sales and operating results, including our net income and earnings per share, from quarter-to-quarter. One reason for this is that a significant portion of our business — primarily the over-the-horizon microwave systems of our telecommunications transmission segment, our RF microwave amplifiers segment and our mobile data communications segment — is derived from a limited number of relatively large customer contracts, the timing of which cannot be predicted. Our new orders, net sales and operating results, including our net income and earnings per share, also may vary significantly from period-to-period because of the following factors: product mix sold; fluctuating market demand; price competition; new product introductions by our competitors; fluctuations in foreign currency exchange rates; unexpected changes in delivery of components or subsystems; political instability; regulatory developments; changes in income tax rates or tax credits; the price and expected volatility of our stock (which will impact, among other items, the amount of stock-based compensation expense we may record); and general economic conditions. Accordingly, you should not rely on period-to-period comparisons as indications of our future performance because these comparisons may not be meaningful.

Our business, results of operations, liquidity and financial position depend on our ability to maintain our level of U.S. government business.

In recent years, we have increased our dependence on U.S. government business. Our sales to the U.S. government (including sales to prime contractors to the U.S. government) accounted for approximately 61.3%, 47.3% and 42.1% of our consolidated net sales for the fiscal years ended July 31, 2007, 2006 and 2005, respectively. Approximately 47.9% of our backlog at July 31, 2007 consisted of orders from the U.S. government. We expect such business to represent a significant portion of our consolidated net sales for the foreseeable future. U.S. government business exposes us to various risks, including:

• unexpected contract or project terminations or suspensions;

• unpredictable order placements, reductions or cancellations;

• reductions in government funds available for our projects due to government policy changes, budget cuts and other spending priorities;

• penalties arising from post-award contract audits;

• cost audits in which the value of our contracts may be reduced;

• higher-than-expected final costs, particularly relating to software and hardware development, for work performed under contracts where we commit to specified deliveries for a fixed price; and

• unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract deliverables by the customer and contract close out procedures, including government approval of final indirect rates.

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All of our U.S. government contracts can be terminated by the U.S. government for its convenience. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on work completed prior to termination. In addition to the right of the U.S. government to terminate, U.S. government contracts are conditioned upon the continuing approval by Congress of the necessary spending. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. Consequently, at the beginning of a major program, the contract may not be fully funded, and additional monies are normally committed to the contract only if, and when, appropriations are made by Congress for future fiscal years.

We obtain U.S. government contracts through a competitive bidding process. We cannot assure you that we will continue to win competitively awarded contracts or that awarded contracts will generate sufficient net sales to result in profitability.

If we are unable to comply with complex U.S. government regulations governing security and contracting practices, we could be disqualified as a supplier to the U.S government.

As a supplier to the U.S. government we must comply with numerous regulations, including those governing security and contracting practices. Failure to comply with these procurement regulations and practices could result in fines being imposed against us or our suspension for a period of time from eligibility for bidding on, or for award of, new government contracts. If we are disqualified as a supplier to government agencies, we would lose most, if not all, of our U.S. government customers and revenues from sales of our products would decline significantly. Among the potential causes for disqualification are violations of various statutes, including those related to procurement integrity, export control, U.S. government security regulations, employment practices, protection of the environment, accuracy of records in the recording of costs, and foreign corruption. The government could investigate and make inquiries of our business practices and conduct audits of contract performance and cost accounting. Based on the results of such audits, the U.S. government could adjust our contract-related costs and fees. Depending on the results of these audits and investigations, the government could make claims against us, and if it were to prevail, certain incurred costs would not be recoverable by us.

Our dependence on international sales and international sales agents may adversely affect us.

Sales for use by international customers (including sales to U.S. domestic companies for inclusion in products that will be sold to international customers) represented approximately 26.2%, 35.6% and 44.0% of our consolidated net sales for the fiscal years ended July 31, 2007, 2006 and 2005, respectively. Approximately 42.9% of our backlog at July 31, 2007 consisted of orders for use by foreign customers. Direct and indirect sales to a North African country during the fiscal years ended July 31, 2007, 2006 and 2005, respectively, were 3.0%, 9.7% and 13.2% of consolidated net sales. We expect that international sales will continue to be a substantial portion of our consolidated net sales.

These sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make our products less price-competitive), political and economic instability, exposure to public health epidemics, availability of suitable export financing, tariff regulations, and other U.S. and foreign regulations that may apply to the export of our products and the generally greater difficulties of doing business abroad.

We attempt to reduce the risk of doing business in foreign countries by seeking subcontracts with large systems suppliers, contracts denominated in U.S. dollars, advance or milestone payments and irrevocable letters of credit in our favor. However, we may not be able to reduce the economic risk of doing business in foreign countries, in all instances. In such cases, billed and unbilled receivables relating to international sales are subject to increased collectibility risk and may result in significant write-offs, which could have a material adverse impact on our business, results of operations and financial condition.

In some countries, such as the aforementioned North African country, we rely upon one international sales agent. We attempt to reduce our reliance on sales agents by establishing additional foreign sales offices and by engaging, where practicable, more than one independent sales representative in a territory.

Foreign defense contracts generally contain provisions relating to termination at the convenience of the government. In addition, certain of our products and systems may require licenses from U.S. government agencies for export from the U.S., and some of our products are not permitted to be exported. We cannot be sure of our ability to gain any licenses that may be required to export our products, and failure to receive required licenses could materially reduce our ability to sell our products outside the U.S.

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All of our businesses are subject to rapid technological change; we must keep pace with changes to compete successfully.

We are engaged in businesses characterized by rapid technological change, evolving industry standards, frequent new product announcements and enhancements, and changing customer demands. The introduction of products and services embodying new technologies and the emergence of new industry standards could render any of our products and services obsolete or non-competitive. The technology used in our products and services evolves rapidly, and our business position depends, in large part, on the continuous refinement of our scientific and engineering expertise and the development, either through internal research and development or acquisitions, of new or enhanced products and technologies. We may not have the economic or technological resources to be successful in such efforts and we may not be able to identify and respond to technological improvements made by our competitors in a timely or cost-effective fashion. A significant technological breakthrough by others, including smaller competitors or new firms, could have a material adverse impact on our business, results of operations and financial condition.

Reductions in telecommunications equipment and systems spending may negatively affect our revenues, profitability and the recoverability of our assets, including intangible assets.

For the last several years, the U.S. and global economies have been growing and our revenues and profits have increased as our customers have increased their spending on telecommunications equipment and systems. However, in the fourth quarter of fiscal 2007, adverse conditions in the U.S. consumer mortgage market appear to have spread to the commercial loan market and nearly all businesses, including ours, are facing uncertain economic environments. Some economists are now predicting a recession.

Our businesses have been negatively affected in the past by uncertain economic environments both in the overall market, and more specifically in the telecommunications sector. If the economy slows, some of our customers may reduce their budgets for spending on telecommunications equipment and systems. As a consequence, our current customers and other prospective customers may postpone, reduce or even forego the purchase of our products and systems, which could adversely affect our revenues, profitability and the recoverability of our assets, including intangible assets.

In the third quarter of fiscal 2007, bookings of our satellite earth station products were below our expectations. We believe this was most likely due to inherent order flow fluctuations that exist in any communications technology book and ship business; and in fact, during the fourth quarter of 2007, bookings regained their strength and met our expectations. Although we remain confident that the long-term demand drivers for our businesses, including our satellite earth station products, remain strong, it is currently difficult to assess whether or not future bookings will meet or exceed the levels experienced in fiscal 2007.

Our mobile data communications business is subject to unique risks.

Although sales and earnings have increased significantly in the past few years, our mobile data communications business has a relatively limited operating history compared to our other business segments. Our mobile data communications business segment is reliant upon just a few contracts and it is subject to many of the risks inherent in the operation of a new business enterprise. In addition to the other risk factors described in this section, the risk factors applicable to our mobile data communications business include the following:

• Our mobile data communications segment’s revenues and profits are primarily derived from the Movement Tracking Systems (“MTS”) contract and the U.S. Army’s Force XXI Battle Command, Brigade and Below command and control systems (also known as Blue Force Tracking (“BFT”)) contract. Both of these contracts can be terminated at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Because both these contracts are indefinite delivery/indefinite quantity (“IDIQ”) contracts, the U.S. Army is not obligated to purchase any equipment or services under the contracts.

• Our MTS and BFT contracts are not subject to automatic renewal or extension upon their scheduled expiration on July 12, 2010 and December 31, 2011, respectively. In addition, the U.S. Army may decide to award future orders, at any time, to other parties. If another party is awarded future orders or if one or both of our contracts are not renewed, extended or if we fail to succeed in a recompete process, it would have a material adverse impact on our business and results of operations.

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• The BFT program’s prime contractor, Northrop Grumman Corporation, has awarded a contract to a competitor to develop a new prototype network and related equipment to increase network capacity for the U.S. Army’s BFT tracking system. Although we are currently working closely with the U.S. Army to provide additional enhancements to our network capabilities and communications performance and believe that we have and are developing new products that provide compelling technological advancement to our existing products and that is, importantly, backwards compatible with the large number of existing BFT and MTS systems in active deployment today, it is possible that the U.S. Army (including our MTS customers) will ultimately cease or reduce its ordering levels of our products and services. If this occurs, it would have a material adverse impact on our business and results of operations.

• We currently anticipate that we will continue to maintain a substantial inventory in order to provide products to our customers on a timely basis. Certain components required in our production process have purchasing lead-times of four months or longer, and the delivery timetables on our contracts require us to provide products in shorter timeframes after we receive an order. If forecasted orders are not received, we may be left with large inventories of slow moving or unusable parts or terminals that would result in an adverse impact on our business, results of operations and financial position.

• We lease the satellite capacity necessary to operate our system from a limited number of third party satellite networks. Our ability to grow and remain profitable depends on the ability of our satellite network providers to provide sufficient network capacity, reliability and security to our customers. If our satellite network providers were to increase the prices of their services, or to suffer operational or technical failures, our business, results of operation and financial condition could be adversely affected.

• Our systems occasionally experience downtime. All satellite communications are subject to the risk that a satellite or ground station failure or a natural disaster may interrupt service. Interruptions in service could have a material adverse impact on our business, results of operations and financial condition. Should we be required to restore service on another system in the event of a satellite failure, our costs could increase which would have a material adverse effect on our business, results of operations and financial condition.

• To date, commercial satellite-based mobile data applications have not been a material part of our business. Our future success in commercial markets will depend on, among other things, our ability to access the best distribution channels, the development or licensing of applications which create value for the customer and our ability to attract and retain qualified personnel. We may have to increase our operating expenses to be successful in the commercial satellite-based mobile data market.

• There are several existing and potential commercial and defense-related competitors, such as Qualcomm, Inc. and Northrop Grumman Corporation, that participate in the mobile data communications market and who have much greater financial resources than us. Existing competitors, including terrestrial-based service providers, are also aggressively pricing their products and services and may continue to do so in the future. Competitors such as ViaSat, Inc. and Harris Corporation continue to offer new value-added products and services, which we may be unable to match on a timely or cost effective basis. Increased competition may adversely impact margins throughout the industry. We anticipate that new competitors will also enter the mobile data communications market in the future. This could adversely impact our existing business, results of operations and financial condition and could also impair our ability to penetrate the commercial market in a significant way.

Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory.

We currently have a backlog of orders, mostly under contracts that the customer may modify or terminate. Almost all of the contracts in our backlog are subject to cancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract. We cannot assure you that our backlog will result in net sales.

We record a provision for excess and obsolete inventory based on historical and future usage trends and other factors including the consideration of the amount of backlog we have on hand at any particular point in time. If our backlog is canceled or modified, our estimates of future product demand may prove to be inaccurate, in which case we may have understated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory is overvalued, we will be required to recognize such costs in our financial statements at the time of such determination. Any such charges could be material to our results of operations and financial condition.

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Our dependence on component availability, government furnished equipment, subcontractor availability and performance and key suppliers, including the core manufacturing expertise of our high-volume technology manufacturing center located in Tempe, Arizona, may adversely affect us.

None of our business segments generally maintain a substantial inventory of components and subsystems. Although we obtain certain components and subsystems from a single source or a limited number of sources, we believe that most components and subsystems are available from alternative suppliers and subcontractors. A significant interruption in the delivery of such items, however, could have a material adverse impact on our business, results of operations and financial condition.

In recent years, we have increased the company-wide dependency on our high-volume technology manufacturing center located in Tempe, Arizona, which is part of our telecommunications transmission segment. In fiscal 2007, 2006 and 2005, intersegment sales by the telecommunications transmission segment to the mobile data communications segment were $78.3 million, $55.7 million and $19.5 million, respectively. Intersegment sales in fiscal 2007, 2006 and 2005 by the telecommunications transmission segment to the RF microwave amplifiers segment were $6.5 million, $7.5 million and $8.6 million, respectively. If a natural disaster or other business interruption occurred, we do not have immediate access to other manufacturing facilities, and as a result, our business would suffer. In addition, if our high-volume technology manufacturing center is unable to produce sufficient product or maintain quality, it could have a material adverse impact on all three of our business segments, our results of operations and our financial condition.

Throughout fiscal 2007, the U.S. government experienced delays in the receipt of certain components that are ultimately provided to us for incorporation into our satellite transceivers that we ship to the U.S. government. If we do not receive these government furnished components in a timely manner, we could experience delays in fulfilling orders from our customers.

Contract cost growth on our fixed price contracts and other contracts that cannot be justified as an increase in contract value due from customers exposes us to reduced profitability and the potential loss of future business and other risks.

Almost all of our products and services are sold under fixed price contracts. This means that we bear the risk of unanticipated technological, manufacturing, supply or other problems, price increases or other increases in the cost of performance. Operating margin is adversely affected when contract costs that cannot be billed to the customer are incurred. This cost growth can occur if initial estimates used for calculating the contract price were incorrect, or if estimates to complete increase. The cost estimation process requires significant judgment and expertise. Reasons for cost growth may include unavailability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in performance, availability and timing of funding from the customer, natural disasters, and the inability to recover any claims included in the estimates to complete. A significant change in an estimate on one or more programs could have a material impact on our business, results of operations and financial condition.

Adverse regulatory changes could impair our ability to sell products.

Our products are incorporated into wireless communications systems that must comply with various U.S. government regulations, including those of the FCC, as well as international laws and regulations. Regulatory changes, including changes in the allocation and availability of frequency spectrum, and in the military standards and specifications that define the current satellite networking environment, could materially harm our business by (i) restricting development efforts by us and our customers, (ii) making our current products less attractive or obsolete, or (iii) increasing the opportunity for additional competition.

Changes in, or our failure to comply with, applicable laws and regulations could materially harm our business. In addition, the increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards and reassign bandwidth for these products and services. The reduced number of available frequencies for other products and services and the time delays inherent in the government approval process of new products and services have caused and may continue to cause our customers to cancel, postpone or reschedule their installation of communications systems including their satellite, over-the-horizon microwave, or terrestrial line-of-sight microwave communication systems. This, in turn, could have a material adverse effect on our sales of products to our customers.

The EU has adopted two directives to facilitate the recycling of electrical and electronic equipment sold in the EU. The first of these is the Waste from Electrical and Electronic Equipment directive, which directs EU member states to enact laws, regulations, and administrative provisions to ensure that producers of electrical and electronic  equipment are  financially  responsible  for  the  collection, recycling,  treatment,  and  environmentally sound disposal of

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certain products placed on the market after August 13, 2005, and from products in use prior to that date that are being replaced. The EU has also adopted the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) directive. The RoHS directive restricts the use of lead, mercury, and certain other substances in electrical and electronic products placed on the market in the EU after July 1, 2006.

Similar laws and regulations have been or may be enacted in other regions, including in the U.S., China and Japan. Other environmental regulations may require us to reengineer our products to utilize components that are more environmentally compatible, and such reengineering and component substitution may result in additional costs to us. There can be no assurance that such existing or future laws will not have a material adverse effect on our business.

Acquisitions and strategic investments may divert our resources and management attention; results may fall short of expectations.

We intend to continue pursuing selected acquisitions of and investments in businesses, technologies and product lines as a key component of our growth strategy. Any future acquisition or investment may result in the use of significant amounts of cash, potentially dilutive issuances of equity securities, incurrence of debt and amortization expenses or in process research and development charges related to intangible assets. Acquisitions involve numerous risks, including:

• difficulties in the integration and assimilation of the operations, technologies, products and personnel of an acquired business;

• diversion of management’s attention from other business concerns;

• increased expenses associated with the acquisition; and

• loss of key employees or customers of any acquired business.

We cannot assure you that our acquisitions will be successful and will not adversely affect our business, results of operations or financial condition.

We have investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income.

Goodwill recorded on our balance sheet as of July 31, 2007 was $24.4 million. We evaluate the recoverability of recorded goodwill amounts annually, or when evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Changes in our operating performance or business conditions, in general, could result in an impairment of goodwill which could be material to our results of operations.

The loss of key technical or management personnel could adversely affect our business.

Our success depends on the continued contributions of key technical management personnel, including the key corporate and operating unit management at each of our subsidiaries. Many of our key personnel, particularly the key engineers of our subsidiaries, would be difficult to replace, and are not subject to employment or noncompetition agreements. Our growth and future success will depend in large part upon our ability to attract and retain highly qualified engineering, sales and marketing personnel. Competition for such personnel from other companies, academic institutions, government entities and other organizations is intense. Although we believe that we have been successful to date in recruiting and keeping key personnel, we may not be successful in attracting and retaining the personnel we will need to continue to grow and operate profitably. Also, the management skills that have been appropriate for us in the past may not continue to be appropriate if we continue to grow and diversify.

Our business and operating results may be negatively impacted if we are unable to continue to manage growth of our businesses.

Certain of our businesses have experienced periods of rapid growth that have placed, and may continue to place, significant demands on our managerial, operational and financial resources. In order to manage this growth, we must continue to improve and expand our management, operational and financial systems and controls. We also need to continue to recruit and retain personnel and train and manage our employee base. We must carefully manage research and development capabilities and production and inventory levels to meet product demand, new product introductions and product and technology transitions. If we are not able to timely and effectively manage our growth and maintain the quality standards required by our existing and potential customers, we could experience a material adverse impact on our business, results of operations and financial condition.

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Our markets are highly competitive.

The markets for our products are highly competitive. We cannot assure you that we will be able to successfully compete or that our competitors will not develop new technologies and products that are more effective than our own. We expect the DoD’s increased use of commercial off-the-shelf products and components in military equipment will encourage new competitors to enter the market. Also, although the implementation of advanced telecommunications services is in its early stages in many developing countries, we believe competition may intensify as businesses and foreign governments realize the market potential of telecommunications services. Many of our competitors have financial, technical, marketing, sales and distribution resources greater than ours.

Protection of our intellectual property is limited; we are subject to the risk of third party claims of infringement.

Our businesses rely in large part upon our proprietary scientific and engineering “know-how” and production techniques. Historically, patents have not been an important part of our protection of our intellectual property rights. We rely upon the laws of unfair competition, restrictions in licensing agreements and confidentiality agreements to protect our intellectual property. We limit access to and distribution of our proprietary information. These efforts allow us to rely upon the knowledge and experience of our management and technical personnel to market our existing products and to develop new products. The departure of any of our key management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us or the failure to achieve our intellectual property objectives may have a material adverse impact on our business, results of operations and financial condition.

Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. We may fail to do so. In addition, the laws of certain countries in which our products are or may be sold may not protect our products and intellectual property rights to the same extent as the laws of the U.S.

We believe that we own or have licensed all intellectual property rights necessary for the operation of our businesses as currently contemplated. If the technology we use is found to infringe on protected technology, we could be required to change our business practices, license the protected technology, and/or pay damages or other compensation to the infringed party. If we are unable to license protected technology that we use in our business or if we are required to change our business practices, we could be prohibited from making and selling our products or providing certain telecommunications services.

Our operations are subject to environmental laws and regulations and we may be subject to environmental liabilities.

We engage in manufacturing and are subject to a variety of local, state and federal governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used to manufacture our products, such as the fabrication of fiberglass antennas by our Comtech Antenna Systems, Inc. subsidiary. We are also subject to the RoHS directive which restricts the use of lead, mercury and other substances in electrical and electronic products. The failure to comply with current or future environmental requirements could result in the imposition of substantial fines, suspension of production, alteration of our manufacturing processes or cessation of operations that could have a material adverse impact on our business, results of operations and financial condition.

In addition, the handling, treatment or disposal of hazardous substances by us or our predecessors may have resulted or could in the future result in contamination requiring investigation or remediation, or leading to other liabilities, any of which could have a material adverse impact on our business, results of operations and financial condition.

Our fiscal 2004 Federal income tax return is being audited by the Internal Revenue Service, other returns may be selected for audit and a resulting tax assessment or settlement could have a material adverse impact on our results of operations and financial position.

We are subject to income taxes in both the U.S. and certain foreign jurisdictions, including Canada. Significant judgment is required in determining the provision for income taxes. Although we believe our tax estimates are reasonable, the final determination of tax examinations and any related litigation could be materially different than what is reflected in historical income tax provisions and accruals.

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In fiscal 2006, we were informed by the Internal Revenue Service that our Federal income tax return for the fiscal year ended July 31, 2004 was selected for a general tax audit. The audit is ongoing and additional income tax returns for other fiscal years may be examined. If the outcome of the audit differs materially from our original income tax provisions, it could have a material impact on our results of operations and financial condition.

Recently enacted securities laws and regulations are increasing our costs.

The Sarbanes-Oxley Act of 2002 required changes in some of our corporate governance, public disclosure and compliance practices. For example, the SEC has promulgated new rules on a variety of subjects. In addition, the NASDAQ Stock Market LLC (“NASDAQ”) has revised its requirements for companies, such as us, that are listed on the NASDAQ. These changes are increasing our legal and financial compliance costs including making it more difficult and more expensive for us to obtain director and officer liability insurance or maintain our current liability coverage. We believe that these new laws and regulations could make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee, and qualified executive officers.

We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002. Identification of material weaknesses in internal controls, if identified, could indicate a lack of proper controls to generate accurate financial statements.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules, we are required to furnish a report of management’s assessment of the effectiveness of our internal controls as part of our Annual Report on Form 10-K. Our independent registered accountants are required to attest to and report on management’s assessment, as well as provide a separate opinion. To issue our report, we document our internal control design and the testing processes that support our evaluation and conclusion, and then we test and evaluate the results. There can be no assurance, however, that we will be able to remediate material weaknesses, if any, that may be identified in future periods, or maintain all of the controls necessary for continued compliance. There likewise can be no assurance that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.

Changes in financial accounting standards related to stock-based awards are expected to continue to have a significant effect on our reported results.

In fiscal 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” a revised standard that requires that we record compensation expense in the statement of operations for employee and director stock-based awards using a fair value method. The adoption of the new standard had a significant effect on our reported earnings, and could adversely impact our ability to provide accurate guidance on our future reported financial results due to the variability of the factors used to estimate the value of stock-based awards. As a result, the ongoing application of this standard could impact the future value of our common stock and may result in greater stock price volatility.

In addition, since our inception, we have used stock-based awards as a fundamental component of our employee compensation packages. We believe that stock-based awards directly motivate our employees to maximize long-term stockholder value and, through the use of long-term vesting, encourage employees to remain with us. To the extent that this accounting standard makes it less attractive to grant stock-based awards to employees, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, each of which could have a material adverse impact on our business, results of operations and financial condition.

We face risks from the uncertainty of prevailing political conditions.

Current global political conditions are uncertain. Because the accuracy of our budgeting and forecasting process relies on stable political conditions, the prevailing political environment renders estimates of future income and expenses even more difficult than usual to formulate. The future direction of the political environment could have a material adverse impact on our business, results of operations and financial condition.

Terrorist attacks and threats, and government responses thereto, and threats of war elsewhere may negatively impact all aspects of our operations, revenues, costs and stock price.

Terrorist attacks, the U.S. government’s and other governments’ responses thereto, and threats of war could adversely impact our business, results of operations and financial condition. Any escalation in these events or similar or future events may disrupt our operations or those  of  our customers and may affect the  availability of

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materials needed to manufacture our products or the means to transport those materials to manufacturing facilities and finished products to customers. In addition, these could have an adverse impact on the U.S. and world economy in general.

Provisions in our corporate documents, stockholder rights plan, and Delaware law could delay or prevent a change in control of Comtech.

We have taken a number of actions that could have the effect of discouraging, delaying or preventing a merger or acquisition involving Comtech that our stockholders may consider favorable. For example, we have a classified board and the employment contract of our chief executive officer provides for a substantial payment in the event of a change of control of Comtech. We also adopted a stockholder rights plan that could cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on terms not approved by our Board of Directors. These provisions could prevent us from being acquired. In addition, our certificate of incorporation grants our Board of Directors the authority to fix the rights, preferences and privileges of and issue up to 2,000,000 shares of preferred stock without stockholder action. Although we have no present intention to issue shares of preferred stock, such an issuance of any class or series of our preferred stock could have rights which would adversely affect the voting power of the common stock or which could delay, defer, or prevent a change in control of Comtech. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this statute provides that except in certain limited circumstances a corporation shall not engage in any “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, for purposes of Section 203 of the Delaware General Corporation Law, an “interested stockholder” is a person who, together with affiliates, owns, or within three years did own, 15% or more of the corporation’s voting stock. This provision could have the effect of delaying or preventing a change in control of Comtech.

Our debt service obligations may adversely affect our cash flow.

The higher level of indebtedness resulting from the issuance of our 2.0% convertible senior notes increases the risk that we may default on our debt obligations. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt.

The level of our indebtedness, among other things, could:
	•	make it difficult for us to make payments on our debt;
	•	make it difficult for us to obtain any necessary financing in the future for working capital, acquisitions, capital expenditures, debt service requirements or other purposes;
	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
	•	make us more vulnerable in the event of a downturn in our business.

Our stock price is volatile.

The stock market in general, and the stock prices of technology-based companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock has fluctuated significantly in the past and is likely to fluctuate significantly in the future as well. Factors that could have a significant impact on the market price of our stock are described throughout the Risk Factors section and include:

• strategic transactions, such as acquisitions and divestures;

• future announcements concerning us or our competitors;

• receipt or non-receipt of substantial orders for products and services;

• quality deficiencies in services or products;

• results of technological innovations;

• new commercial products;

• changes in recommendations of securities analysts;

• government regulations;

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• proprietary rights or product or patent litigation;

• changes in economic conditions generally, particularly in the telecommunications sector;

• changes in securities market conditions, generally;

• energy blackouts;

• acts of terrorism or war;

• inflation or deflation; and

• rumors or allegations regarding our financial disclosures or practices.

Shortfalls in our sales or earnings in any given period relative to the levels expected by securities analysts could immediately, significantly and adversely affect the trading price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters are located in an office building complex in Melville, New York. The lease, which is for 9,600 square feet, provides for our use of the premises for seven years through July 2013.

Our RF microwave amplifiers segment is primarily located in a 46,000 square foot engineering and manufacturing facility on more than two acres of land in Melville, New York. We lease this facility from a partnership controlled by our Chairman, Chief Executive Officer and President. The lease, as amended, provides for our use of the premises as they now exist for a term of ten years through December 2011. We have a right of first refusal in the event of a sale of the facility. The base annual rent under the lease is subject to customary adjustments.

Although primarily used for our satellite earth station product lines which are part of the telecommunications transmission segment, all three of our business segments utilize our four high-volume technology manufacturing facilities located in Tempe, Arizona. These manufacturing facilities comprising 146,000 square feet utilize state-of-the-art design and production techniques, including analog, digital and RF microwave production, hardware assembly and full service engineering. The leases for these facilities expire in fiscal 2011 and in each lease we have the option to extend the term of the lease for an additional five-year period.

Our telecommunications transmission segment leases an additional twelve facilities, six of which are located in the U.S. The U.S. facilities (excluding our Tempe, Arizona facility) aggregate 126,000 square feet and are primarily utilized for manufacturing, engineering, and general office use. Our telecommunications transmission segment also operates six small offices in China, India, North Africa, Thailand, the United Kingdom and Canada that are primarily utilized for customer support, engineering and sales.

Our mobile data communications segment operates in a leased 31,000 square foot facility located in Germantown, Maryland. Our lease expires in fiscal 2008. We have signed a letter of intent to renew the lease and expect to finalize the terms of the lease in the near future.

The terms for all of our leased facilities are generally for multi-year periods and we believe that we will be able to renew these leases or find comparable facilities elsewhere.

ITEM 3. LEGAL PROCEEDINGS

Hurricane-Related Proceedings
During fiscal 2005, two of our leased facilities located in Florida experienced hurricane damage to both leasehold improvements and personal property. As of July 31, 2007, we have completed all restoration efforts relating to the hurricane damage and have recorded a $0.8 million insurance recovery receivable and accrued a total of $2.2 million for hurricane related costs. Despite a written agreement with the general contractor that we believe limits our liability for the cost of the repairs to the amount of insurance proceeds ultimately received from our insurance company, a dispute has arisen with the general contractor and a certain subcontractor over the subcontractor’s demand for payment directly from us (by virtue of a purported assignment of rights and other grounds) in an amount exceeding the insurance proceeds by $0.8 million, plus late charges, interest, fees, costs and certain treble damages. As a result of this dispute, we deposited approximately $1.4 million, representing the balance of the insurance proceeds received, in our attorneys’ trust account and filed a complaint for declaratory judgment in the 9th Judicial Circuit Court for Orange County, Florida. The general contractor and the subcontractor have filed separate and

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independent actions  against us and our  insurance company, all of which have now been consolidated under our original action. The Court has postponed the trial date several times and has not scheduled a new trial date. We have also filed a cross-claim against our insurance company asserting that the insurer is responsible for whatever liability, if any, we are ultimately adjudged to have to the general contractor or the subcontractor. However, to the extent that insurance recoveries are inadequate, we might be required to fund the shortfall. All parties have held and are currently engaged in mediation and settlement discussions. However, to date, no agreements have been reached. We do not expect that the outcome of this matter will have a material adverse effect on our consolidated financial position.

Other Legal Proceedings
In March 2007, a lawsuit was brought against us in the Federal District Court for the Western District of Texas by a company that claims that it was a consultant and a reseller of certain of our products and that it is owed damages for alleged lost profits, as well as punitive damages, costs and attorney’s fees. We believe that we have substantial legal and factual defenses to the plaintiff’s allegations and we intend to vigorously defend ourselves in this matter. We do not expect that the ultimate outcome of this matter will have a material adverse effect on our consolidated financial position.

We are party to certain other legal actions, which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these actions will not have a material adverse effect on our consolidated financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our stockholders during the fourth quarter of the fiscal year ended July 31, 2007.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Performance Graph and Cumulative Total Return

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P’s 500 Index and the NASDAQ Telecommunications Index for each of the last five fiscal years ended July 31, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Comtech Telecommunications Corp., The S&P 500 Index
And The NASDAQ Telecommunications Index

* $100 invested on 7/31/02 in stock or index-including reinvestment of dividends. Fiscal year ending July 31.

Copyright © 2007, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm

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Our common stock trades on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “CMTL.” The following table shows the quarterly range of the high and low sale prices for our common stock as reported by the NASDAQ. Such prices do not include retail markups, markdowns or commissions.

	Common Stock
	High		Low
Fiscal Year Ended July 31, 2006
First Quarter	$	43.36	$	30.60
Second Quarter		45.65		29.42
Third Quarter		33.44		27.40
Fourth Quarter		33.80		25.67
Fiscal Year Ended July 31, 2007
First Quarter		36.96		26.88
Second Quarter		39.86		33.56
Third Quarter		40.23		33.21
Fourth Quarter		48.94		37.93

Dividends

We have never paid cash dividends on our common stock. Although we currently expect to use earnings and cash on hand to finance the development and expansion of our businesses, our Board of Directors reviews our dividend policy periodically. The payment of dividends in the future will depend upon our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during fiscal 2007.

Approximate Number of Equity Security Holders

As of September 11, 2007, there were approximately 782 holders of our common stock. Such number of record owners was determined from our shareholder records and does not include beneficial owners of our common stock held in the name of various security holders, dealers and clearing agencies.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following table shows selected historical consolidated financial data for our Company. During the fiscal quarter ended January 31, 2005, the Company adopted Emerging Issues Task Force (“EITF”) Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share.” The Company has restated, for comparative purposes, the historical share and per share data, including earnings per share (“EPS”), to reflect the impact of the assumed conversion of the Company’s 2.0% convertible senior notes in calculating diluted EPS. No restatement of EPS for periods prior to fiscal 2004 was required since the convertible senior notes were not outstanding during these periods. In addition, effective August 1, 2005, we adopted the provisions of SFAS No. 123(R), “Share-Based Payment” using the modified prospective method and, as a result, periods prior to August 1, 2005 do not reflect the recognition of stock-based compensation expense.

All share and per share amounts have also been adjusted to reflect the three-for-two stock splits of the Company’s common shares that occurred in April 2005 and July 2003. Detailed historical financial information is included in the audited consolidated financial statements for fiscal 2007, 2006 and 2005.

	Fiscal Years Ended July 31, (In thousands, except per share amounts)
	2007			2006			2005			2004			2003
Consolidated Statement of Operations Data:
Net sales	$	445,684			391,511			307,890			223,390			174,035
Cost of sales		252,389			232,210			180,524			135,858			114,317
Gross profit		193,295			159,301			127,366			87,532			59,718
Expenses:
Selling, general and administrative		73,312			67,071			51,819			36,016			28,045
Research and development		32,469			25,834			21,155			15,907			12,828
In-process research and development		—			—			—			940			—
Amortization of intangibles		2,592			2,465			2,328			2,067			2,039
		108,373			95,370			75,302			54,930			42,912
Operating income		84,922			63,931			52,064			32,602			16,806
Other expenses (income):
Interest expense		2,731			2,687			2,679			1,425			2,803
Interest income and other		(14,208	)		(9,243	)		(4,072	)		(921	)		(275	)
Income before provision for income taxes		96,399			70,487			53,457			32,098			14,278
Provision for income taxes		31,186			25,218			16,802			10,271			4,569
Net income	$	65,213			45,269			36,655			21,827			9,709
Net income per share:
Basic	$	2.81			1.99			1.69			1.03			0.57
Diluted	$	2.42			1.72			1.42			0.92			0.53
Weighted average number of common shares outstanding - basic		23,178			22,753			21,673			21,178			17,168
Weighted average number of common and common equivalent shares outstanding assuming dilution – diluted		27,603			27,324			27,064			24,781			18,290

(continued)

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	Fiscal Years Ended July 31, (In thousands)
	2007		2006		2005		2004		2003
Other Consolidated Operating Data:
Backlog at period-end	$	129,044		186,007		153,314		83,549		100,142
New orders		388,721		424,204		377,655		206,797		230,056
Research and development expenditures - internal and customer funded		36,639		30,243		24,156		21,656		16,504

	As of July 31, (In thousands)
	2007		2006		2005		2004		2003
Consolidated Balance Sheet Data:
Total assets	$	556,342		455,266		382,403		306,390		164,250
Working capital		397,083		308,986		254,690		201,218		74,801
Convertible senior notes		105,000		105,000		105,000		105,000		—
Other long-term obligations		108		243		396		158		393
Stockholders’ equity		345,768		254,242		196,629		142,398		117,568

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We design, develop, produce and market innovative products, systems and services for advanced communications solutions. We believe many of our solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable or ineffective.

We conduct our business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. We sell our products to a diverse customer base in the global commercial and government communications markets. We believe we are a leader in the market segments that we serve.

Our telecommunications transmission segment, which is currently our largest business segment, provides sophisticated equipment and systems that are used to enhance satellite transmission efficiency and that enable wireless communications in environments where terrestrial communications are unavailable, inefficient or too expensive. Our mobile data communications segment, currently our fastest growing segment, provides customers with an integrated solution, including mobile satellite transceivers and satellite network support, to enable global satellite-based communications when mobile, real-time, secure transmission is required for applications including logistics, support and battlefield command and control. Our RF microwave amplifiers segment designs, manufactures and markets solid-state, high-power, broadband RF microwave amplifier products.

A substantial portion of our sales may be derived from a limited number of relatively large customer contracts, such as our Movement Tracking System (“MTS”) contract with the U.S. Army and our U.S. Army’s Force XXI Battle Command, Brigade and Below command and control systems (also known as Blue Force Tracking (“BFT”)) contract, for which the timing of revenues cannot be predicted. Quarterly and period-to-period sales and operating results may be significantly affected by one or more of such contracts. In addition, our gross profit is affected by a variety of factors, including the mix of products, systems and services sold, production efficiencies, estimates of warranty expense, price competition and general economic conditions. Our gross profit may also be affected by the impact of any cumulative adjustments to contracts that are accounted for under the percentage-of-completion method. Our contracts with the U.S. government can be terminated at any time and orders are subject to unpredictable funding, deployment and technology decisions by the U.S. government. Some of these contracts, such as the MTS and BFT contracts, are indefinite delivery/indefinite quantity (“IDIQ”) contracts, and as such, the U.S. Army is not obligated to purchase any equipment or services under the contracts. Accordingly, we can experience significant fluctuations in sales and operating results from quarter-to-quarter and period-to-period comparisons may not be indicative of a trend or future performance.

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Revenue from the sale of our products is generally recognized when the earnings process is complete, upon shipment or customer acceptance. Revenue from contracts relating to the design, development or manufacture of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts is generally recognized using the percentage-of-completion method. Revenue from contracts that contain multiple elements that are not accounted for under the percentage-of-completion method are generally accounted for in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” Revenue from these contracts is allocated to each respective element based on each element’s relative fair value and is recognized when the respective revenue recognition criteria for each element are met.

Recent Acquisitions

In February 2005, we acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (“Tolt”) for an aggregate purchase price of $3.7 million, including transaction costs of $0.2 million. In fiscal 2006, we significantly de-emphasized stand-alone sales of Tolt’s turnkey employee mobility solutions, and are focusing our efforts on selling commercial satellite-based mobile data applications. This operation was combined with our existing business in 2006 and is part of our mobile data communications segment.

In August 2006, we acquired certain assets and assumed certain liabilities of Insite Consulting, Inc. (“Insite”), a logistics application software company, for $3.2 million, including transaction costs of $0.3 million. Insite has developed the geoOps™ Enterprise Location Monitoring System, a software-based solution that allows customers to integrate legacy data systems with near-real time logistics and operational data systems. This operation was combined with our existing business and is part of our mobile data communications segment.

In February 2007, we acquired certain assets and assumed certain liabilities of Digicast Networks, Inc. (“Digicast”), a manufacturer of digital video broadcasting equipment, for $1.0 million. This operation was combined with our existing business and is part of the telecommunications transmission segment.

Critical Accounting Policies

We consider certain accounting policies to be critical due to the estimation process involved in each.

Revenue Recognition on Long-Term Contracts. Revenues and related costs from long-term contracts relating to the design, development or manufacture of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts are recognized in accordance with AICPA Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” (“SOP 81-1”). We primarily apply the percentage-of-completion method and generally recognize revenue based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered. Profits expected to be realized on such contracts are based on total estimated sales for the contract compared to total estimated costs, including warranty costs, at completion of the contract. These estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. Long-term U.S. government cost-reimbursable type contracts are also specifically covered by Accounting Research Bulletin No. 43 “Government Contracts, Cost-Plus Fixed-Fee Contracts” (“ARB 43”), in addition to SOP 81-1.

We have been engaged in the production and delivery of goods and services on a continual basis under contractual arrangements for many years. Historically, we have demonstrated an ability to accurately estimate revenues and expenses relating to our long-term contracts. However, there exist inherent risks and uncertainties in estimating revenues, expenses and progress toward completion, particularly on larger or longer-term contracts. If we do not accurately estimate the total sales, related costs and progress towards completion on such contracts, the estimated gross margins may be significantly impacted or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial position.

In addition, most government contracts have termination for convenience clauses that provide the customer with the right to terminate the contract at any time. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial position. Historically, we have not experienced material terminations of our long-term contracts.

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We also address customer acceptance provisions in assessing our ability to perform our contractual obligations under long-term contracts. Our inability to perform on our long-term contracts could materially impact our results of operations and financial condition. Historically, we have been able to perform on our long-term contracts.

Accounting for Stock-Based Compensation. As discussed further in “Notes to Consolidated Financial Statements – Note 1(j) Accounting for Stock-Based Compensation,” we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) on August 1, 2005 using the modified prospective method. Through July 31, 2005, we accounted for our stock option and employee stock purchase plans under the intrinsic value method of Accounting Principles Board (“APB”) Opinion No. 25, and as a result no compensation costs had been recognized in our historical consolidated statements of operations.

We have used and expect to continue to use the Black-Scholes option pricing model to compute the estimated fair value of stock-based awards. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. The assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. We estimate expected volatility by considering the historical volatility of our stock, the implied volatility of publicly traded stock options in our stock and our expectations of volatility for the expected term of stock-based compensation awards. As a result, if other assumptions or estimates had been used for options granted, stock-based compensation expense that was recorded could have been materially different. Furthermore, if different assumptions are used in future periods, stock-based compensation expense could be materially impacted in the future.

Impairment of Goodwill and Other Intangible Assets. As of July 31, 2007, our company’s goodwill and other intangible assets aggregated $30.1 million. In assessing the recoverability of goodwill and other intangibles, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods. Any such resulting impairment charges could be material to our results of operations.

Provision for Warranty Obligations. We provide warranty coverage for most of our products, including products under long-term contracts, for a period of at least one year from the date of shipment. We record a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Some of our warranties are provided under long-term contracts, the costs of which are incorporated into our estimates of total contract costs. There exist inherent risks and uncertainties in estimating warranty expenses, particularly on larger or longer-term contracts. As such, if we do not accurately estimate our warranty costs, any changes to our original estimates could be material to our results of operations and financial condition.

Accounting for Income Taxes. Our deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The provision for income taxes is based on domestic and international statutory income tax rates in the tax jurisdictions where we operate, permanent differences between financial reporting and tax reporting and available credits and incentives. The U.S. Federal government is our most significant income tax jurisdiction. Significant judgment is required in determining income tax provisions and tax positions. We may be challenged upon review by the applicable taxing authority and positions taken by us may not be sustained. We provide tax reserves for tax exposures relating to periods subject to audit. The development of reserves for these exposures requires consideration of timing and judgments about tax issues and potential outcomes, and is a subjective critical estimate. In certain circumstances, the ultimate outcome of exposures and risks involves significant uncertainties. It is our policy to recognize interest and penalties related to uncertain tax positions in income tax expense. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations and financial position. As discussed in “Notes to Consolidated Financial Statements – Note 1(h) Income Taxes and Note 9 Income Taxes”, on August 1, 2007 we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”).

Provisions for Excess and Obsolete Inventory. We record a provision for excess and obsolete inventory based on historical and future usage trends. Other factors may also influence our provision, including decisions to exit a product line, technological change and new product development. These factors could result in a change in the amount of excess and obsolete inventory on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if we determine that our inventory was overvalued, we would be required to recognize such costs in our financial statements at the time of such determination. Any such charges could be material to our results of operations and financial condition.

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Allowance for Doubtful Accounts. We perform credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness, as determined by our review of our customers’ current credit information. Generally, we will require cash in advance or payment secured by irrevocable letters of credit before an order is accepted from an international customer that we do not do business with regularly. In addition, we seek to obtain insurance for certain international customers. We monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. While such credit losses have historically been within our expectations and the allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.

Results of Operations

The following table sets forth, for the periods indicated, certain income and expense items expressed as a percentage of our consolidated net sales:

	Fiscal Years Ended July 31,
	2007		2006		2005
Net sales	100.0	%	100.0	%	100.0	%
Gross margin	43.4		40.7		41.4
Selling, general and administrative expenses	16.4		17.1		16.8
Research and development expenses	7.3		6.6		6.9
Amortization of intangibles	0.6		0.6		0.8
Operating income	19.1		16.3		16.9
Interest expense (income), net	(2.5	)	(1.7	)	(0.5	)
Income before provision for income taxes	21.6		18.0		17.4
Net income	14.6		11.6		11.9

Comparison of Fiscal 2007 and 2006

Net Sales. Consolidated net sales were $445.7 million and $391.5 million for fiscal 2007 and 2006, respectively, representing an increase of $54.2 million, or 13.8%. The increase in net sales reflects growth in our telecommunications transmission and mobile data communications segments, partially offset by lower net sales in our RF microwave amplifiers segment.

Net sales in our telecommunications transmission segment were $219.9 million and $197.9 million for fiscal 2007 and 2006, respectively, an increase of $22.0 million, or 11.1%. The increase in net sales in this segment primarily reflects increased sales of our over-the-horizon microwave systems and satellite earth station products. Sales of our over-the-horizon microwave systems for fiscal 2007 were higher than fiscal 2006 due to deliveries of our new 16 Mbps troposcatter modem upgrade kits for use on the U.S. Department of Defense’s (“DoD”) AN/TRC-170 digital troposcatter terminals. On the other hand, sales of our over-the-horizon microwave systems, both direct and indirect, to our North African country end-customer were lower during fiscal 2007 as we believe the end-customer is between major phases of a multi-year roll-out of a large project. Net sales in fiscal 2007 include sales of $1.2 million relating to a gross profit adjustment, as discussed below, on a large over-the-horizon microwave system contract. Sales of satellite earth station products in fiscal 2007 were higher than fiscal 2006 as we continued to benefit from demand for our bandwidth efficient satellite earth station modems, including those used to support cellular backhaul applications. Our telecommunications transmission segment represented 49.3% of consolidated net sales for fiscal 2007 as compared to 50.5% for fiscal 2006.

Although sales in our telecommunications transmission segment can fluctuate from period-to-period based on the strength of our satellite earth station bookings and the receipt of and performance on large over-the-horizon microwave system contracts, we currently believe that net sales in our telecommunications transmission segment should increase in fiscal 2008. We believe that the demand drivers for our satellite earth station products remain strong and that we will receive at least one large over-the-horizon microwave system contract in fiscal 2008.

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Net sales in our mobile data communications segment were $189.6 million and $149.5 million for fiscal 2007 and 2006, respectively, an increase of $40.1 million, or 26.8%. The increase in net sales was due to an increase in deliveries to the U.S. Army and Army National Guard for ongoing support of MTS program activities and higher sales of battlefield command and control applications to the U.S. military. This increase was partially offset by a decline in net sales of $17.3 million related to the impact of our decision, made in fiscal 2006, to significantly de-emphasize stand-alone sales of low margin turnkey employee mobility solutions. Net sales in fiscal 2007 and 2006 include sales of $1.1 million and $9.5 million, respectively, relating to gross profit adjustments on our original MTS contract, discussed below. Our mobile data communications segment represented 42.6% of consolidated net sales for fiscal 2007 as compared to 38.2% for fiscal 2006.

Our original (and subsequently extended) $463.2 million MTS contract expired in August 2007. We ultimately received total orders against the original MTS contract of $459.8 million. In August 2007, we were awarded a new IDIQ contract, with a ceiling value of $605.1 million, to continue to provide and support MTS products and services through July 12, 2010. In addition to our new MTS contract, we were also awarded a separate IDIQ contract to continue to provide our mobile data communication products and services in support of the U.S. Army’s BFT tracking system. This contract has a ceiling value of $216.0 million and continues through December 31, 2011. Although it is difficult to predict the timing and amount of funding that we expect to ultimately receive on our new MTS and BFT contracts, we currently anticipate that our mobile data communications segment will experience continued growth in fiscal 2008. Sales and profitability in our mobile data communications segment can fluctuate dramatically from period-to-period due to many factors including unpredictable funding, deployment and technology decisions by the U.S. government. Also, we are aware that the U.S. government has experienced delays in the receipt of certain components that are provided to us for incorporation into our mobile satellite transceivers. If we do not receive these U.S. government furnished components in a timely manner, we could experience delays in fulfilling funded and anticipated orders from our customers.

Net sales in our RF microwave amplifiers segment were $36.2 million for fiscal 2007 compared to $44.1 million for fiscal 2006, a decrease of $7.9 million, or 17.9%. The decrease in net sales was due to lower sales of our amplifiers that are incorporated into improvised explosive device jamming systems, as well as certain orders currently in backlog that are now expected to ship in fiscal 2008. A portion of our backlog is comprised of more complex amplifiers employing newer technology which has resulted in longer than expected production times to ensure that these amplifiers meet our customers’ specifications. Our RF microwave amplifiers segment represented 8.1% of consolidated net sales for fiscal 2007 as compared to 11.3% for fiscal 2006.

Based on the amount of our current backlog and anticipated future orders, we currently expect sales in our RF microwave amplifiers segment to increase in fiscal 2008. In the second half of fiscal 2007, we were selected by one of our customers to participate in the Counter Remote Controlled Improvised Explosive Device Electronic Warfare (“CREW”) program and we expect to receive additional orders for these types of amplifiers in fiscal 2008.

International sales (which include sales to U.S. companies for inclusion in products which are sold to international customers) represented 26.2% and 35.6% of consolidated net sales for fiscal 2007 and 2006, respectively. Domestic commercial sales represented 12.5% and 17.1% of consolidated net sales for fiscal 2007 and 2006, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 61.3% and 47.3% of consolidated net sales for fiscal 2007 and 2006, respectively.

During fiscal 2007 and 2006, one customer, a prime contractor, represented 5.4% and 10.2% of consolidated net sales, respectively.

Gross Profit. Gross profit was $193.3 million and $159.3 million for fiscal 2007 and 2006, respectively, representing an increase of $34.0 million, or 21.3%. The increase in gross profit was primarily attributable to the increase in net sales discussed above, as well as an increase in the gross profit percentage to 43.4% for fiscal 2007 from 40.7% for 2006.

As discussed further below, we recorded favorable cumulative adjustments relating to certain long-term contracts, which were partially offset by a firmware-related warranty provision in both periods. Excluding the impact of these adjustments and the firmware-related warranty provision, to both net sales and gross profit, our gross profit as a percentage of sales for fiscal 2007 and 2006 would have been 41.0% and 39.8%, respectively. The increase in the adjusted gross profit percentage was primarily due to increased gross margins within our telecommunications transmission segment, primarily due to the benefit of higher sales of our new 16 Mbps troposcatter modem upgrade kits, and increased operating efficiencies in our mobile data communications segment, including  the benefit of our  decision  to  significantly de-emphasize  stand-alone sales  of  low  margin turnkey employee mobility solutions. The

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increase in gross margins was offset, in part, by lower gross margins in our RF microwave amplifiers segment primarily due to lower sales and product mix.

During fiscal 2007 and 2006, we recorded favorable cumulative gross profit adjustments of $11.8 million (of which $10.7 million related to the mobile data communications segment and $1.1 million related to the telecommunications transmission segment) and $9.1 million (of which $8.5 million related to the mobile data communications segment and $0.6 million related to the RF microwave amplifiers segment), respectively, relating to our ongoing review of total estimated contract revenues and costs, and the related gross margin at completion, on long-term contracts. Offsetting these adjustments, in our mobile data communications segment and included in cost of sales for fiscal 2007 and 2006, is a firmware-related warranty provision of $0.1 million and $1.7 million, respectively.

The favorable cumulative gross profit adjustments recorded in both periods in our mobile data communications segment resulted from the increase in the estimated gross profit at completion on our original MTS contract. The adjustments are primarily related to increased operating efficiencies and, as it relates to fiscal 2007, the finalization of our total contract costs (including estimates for warranty obligations) relating to the completion of the original MTS contract. The favorable cumulative gross profit adjustment recorded in our telecommunications transmission segment during fiscal 2007 related to an increase in the estimated gross profit at completion on a large over-the-horizon microwave system contract. The favorable cumulative gross profit adjustment recorded in our RF microwave amplifiers segment during fiscal 2006 related to a U.S. military contract that was substantially completed in fiscal 2006.

Included in cost of sales for fiscal 2007 and 2006 are provisions for excess and obsolete inventory of $4.5 million and $2.0 million, respectively. As discussed in our “Critical Accounting Policies – Provisions for Excess and Obsolete Inventory,” we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $73.3 million and $67.1 million for fiscal 2007 and 2006, respectively, representing an increase of $6.2 million, or 9.2%. The increase in expenses was primarily attributable to higher payroll-related expenses (including amortization of stock-based compensation) and increased other costs associated with the growth of our business. This increase was offset, in part, by lower expenses in our mobile data communications segment as we continue to de-emphasize stand-alone sales of low margin turnkey employee mobility solutions. As a percentage of consolidated net sales, selling, general and administrative expenses were 16.4% and 17.1% for fiscal 2007 and 2006, respectively.

Amortization of stock-based compensation expense recorded as selling, general and administrative expenses increased to $5.8 million in fiscal 2007 from $4.6 million in fiscal 2006.

Research and Development Expenses. Research and development expenses were $32.5 million and $25.8 million for fiscal 2007 and 2006, respectively, representing an increase of $6.7 million, or 26.0%. Approximately $21.0 million and $19.0 million of such amounts, respectively, related to our telecommunications transmission segment, with the remaining expenses primarily related to our mobile data communications segment and, to a lesser extent, our RF microwave amplifiers segment. As a percentage of consolidated net sales, research and development expenses were 7.3% and 6.6% for fiscal 2007 and 2006, respectively.

As an investment for the future, we are continually enhancing our existing products and developing new products and technologies. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During fiscal 2007 and 2006, customers reimbursed us $4.2 million and $4.4 million, respectively, which is not reflected in the reported research and development expenses, but is included in net sales with the related costs included in cost of sales.

Amortization of stock-based compensation expense recorded as research and development expenses increased to $1.1 million in fiscal 2007 from $0.7 million in fiscal 2006.

Amortization of Intangibles. Amortization of intangibles for fiscal 2007 and 2006 was $2.6 million and $2.5 million, respectively. The amortization primarily relates to intangibles with finite lives that we acquired in connection with various acquisitions (including the acquisitions of Insite and Digicast that occurred in fiscal 2007).

Operating Income. Operating income for fiscal 2007 and 2006 was $84.9 million and $63.9 million, respectively. The $21.0 million, or 32.9% increase, was primarily the result of the higher sales and gross profit, discussed above.

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Operating income in our telecommunications transmission segment increased to $59.2 million for fiscal 2007 from $49.8 million for fiscal 2006, as a result of increased net sales and gross profit, partially offset by increased operating expenses. In addition, as discussed above under “Gross Profit,” included in operating income for fiscal 2007 is a cumulative adjustment related to a large over-the-horizon microwave systems contract which favorably impacted operating income by $0.9 million.

Our mobile data communications segment generated operating income of $45.4 million for fiscal 2007 compared to $21.7 million for fiscal 2006. The increase in operating income was primarily due to the increase in net sales and operating efficiencies achieved, including the benefit of lower selling, general and administrative expenses as we continue to de-emphasize stand-alone sales of low margin turnkey employee mobility solutions. In addition, as discussed above under “Gross Profit,” included in operating income for fiscal 2007 and 2006, are positive impacts from the cumulative adjustments, net of the respective firmware-related warranty provisions, of $9.1 million and $5.8 million, respectively.

Operating income in our RF microwave amplifiers segment decreased to $3.7 million for fiscal 2007 from $8.3 million for fiscal 2006 due primarily to lower net sales and lower gross margins. In addition, as discussed above under “Gross Profit,” included in operating income for fiscal 2006 is a cumulative adjustment which favorably impacted operating income by $0.5 million.

Unallocated operating expenses increased to $23.3 million for fiscal 2007 from $15.9 million for fiscal 2006 due primarily to higher payroll-related expenses (including increased amortization of stock-based compensation), as well as increased other costs associated with growing our business. Amortization of stock-based compensation expense increased to $7.4 million in fiscal 2007 from $5.7 million in fiscal 2006. This increase is primarily attributable to an increase in both the number and related fair value of stock-based awards that are being amortized over their respective service periods for fiscal 2007 as compared to fiscal 2006. Amortization of stock-based compensation is expected to increase in fiscal 2008 as a result of ongoing amortization of awards currently outstanding (including those issued through September 18, 2007).

Interest Expense. Interest expense was $2.7 million for both fiscal 2007 and 2006. Interest expense primarily relates to our 2.0% convertible senior notes.

Interest Income and Other. Interest income and other for fiscal 2007 was $14.2 million, as compared to $9.2 million for fiscal 2006. The $5.0 million increase was primarily due to an increase in interest rates and additional investable cash since July 2006.

Provision for Income Taxes. The provision for income taxes was $31.2 million and $25.2 million for fiscal 2007 and 2006, respectively. Our effective tax rate was 32.4% and 35.8% for fiscal 2007 and 2006, respectively.

The decrease in the effective tax rate was primarily attributable to the passage of legislation, in fiscal 2007, extending the Federal research and experimentation credit, including $0.6 million of tax benefits related to the retroactive application of the credit to fiscal 2006, and the approval by our stockholders of an amendment to the 2000 Stock Incentive Plan (the “Plan”) which will permit us to claim tax deductions for cash incentive awards anticipated to be paid under the Plan without limitation under §162(m) of the Internal Revenue Code. In addition, we also recorded incremental tax benefits aggregating $2.0 million during fiscal 2007 including a $1.0 million tax benefit due to the expiration of applicable statutes of limitations. Our tax rate for fiscal 2006 was favorably impacted by the recording of a net benefit of $0.6 million primarily relating to the favorable settlement of a state tax matter. Excluding adjustments, our effective tax rate for fiscal 2007 approximated 35.0%.

We currently expect that our fiscal 2008 effective tax rate will be approximately 35.0%. The expected increase in the effective tax rate from the 32.4% experienced in fiscal 2007 is primarily the result of (i) the items impacting the 2007 tax rate discussed above, (ii) the expiration, in December 2007, of the Federal research and experimentation credit, (iii) the repeal, in December 2006, of the extraterritorial income exclusion, offset by (iv) the scheduled phase-in of the deduction for domestic production activities.

Our Federal income tax return for the fiscal year ended July 31, 2004 is currently being audited by the Internal Revenue Service. Additional income tax returns for other fiscal years may also be examined. If the outcome of the audit differs materially from our original income tax provisions, it could have a material adverse effect on our results of operations and financial position.

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Comparison of Fiscal 2006 and 2005

Net Sales. Consolidated net sales were $391.5 million and $307.9 million for fiscal 2006 and 2005, respectively, representing an increase of $83.6 million, or 27.2%. The increase in net sales was driven by an increase in our telecommunications transmission and our mobile data communications segments, partially offset by lower net sales in our RF microwave amplifiers segment.

Net sales in our telecommunications transmission segment were $197.9 million and $174.5 million for fiscal 2006 and 2005, respectively, an increase of $23.4 million, or 13.4%. The growth in this segment resulted primarily from an increase in demand for our satellite earth station products and sales related to a contract with a third-party commercial customer to outsource its manufacturing. Fiscal 2005 also includes a $4.0 million cumulative adjustment to net sales which resulted from lower than anticipated costs on two large over-the-horizon microwave system contracts. Sales in the over-the-horizon microwave systems product line can fluctuate dramatically from period to period based on the receipt of large contracts and our performance thereon. Our telecommunications transmission segment represented 50.5% of consolidated net sales for fiscal 2006 as compared to 56.7% for fiscal 2005.

Net sales in our mobile data communications segment were $149.5 million and $86.1 million for fiscal 2006 and 2005, respectively, an increase of $63.4 million, or 73.6%. The increase in net sales was due to (i) higher sales on the MTS contract, including $9.5 million of sales relating to the gross profit adjustment discussed below under “Gross Profit,” (ii) higher sales of battlefield command and control applications to the U.S. military, and (iii) our acquisition of Tolt in February 2005 which contributed $18.7 million of net sales for fiscal 2006 compared to $11.3 million of net sales for fiscal 2005. In the second half of fiscal 2006, we significantly de-emphasized stand-alone sales of Tolt’s low margin turnkey employee mobility solutions to further focus its sales efforts on commercial satellite-based mobile data applications. Stand-alone sales of these low margin turnkey employee mobility solutions during fiscal 2006 were approximately $15.0 million. Net sales for fiscal 2005 were positively impacted by a favorable cumulative adjustment associated with the change from the usage method to the straight-line method of accounting for MTS prepaid service time revenue, which contributed $3.8 million to net sales. Period-to-period sales and profitability in our mobile data communications segment can fluctuate dramatically due to funding fluctuations. Our mobile data communications segment represented 38.2% of consolidated net sales for fiscal 2006 as compared to 27.9% for fiscal 2005.

Net sales in our RF microwave amplifiers segment were $44.1 million for fiscal 2006 compared to $47.3 million for fiscal 2005, a decrease of $3.2 million, or 6.8%. The decrease in net sales was due primarily to lower sales of our amplifiers that are incorporated into improvised explosive device jamming systems, partially offset by increased demand for other defense-related products in this segment. Our RF microwave amplifiers segment represented 11.3% of consolidated net sales for fiscal 2006 as compared to 15.4% for fiscal 2005.

International sales (which include sales to U.S. companies for inclusion in products which are sold to international customers) represented 35.6% and 44.0% of consolidated net sales for fiscal 2006 and 2005, respectively. Domestic commercial sales represented 17.1% and 13.9% of consolidated net sales for fiscal 2006 and 2005, respectively. Sales to the U.S. government (including sales to prime contractors to the U.S. government) represented 47.3% and 42.1% of consolidated net sales for fiscal 2006 and 2005, respectively.

One customer, a prime contractor, represented 10.2% of consolidated net sales in both fiscal 2006 and 2005. Direct and indirect sales to a North African country, including certain sales to the prime contractor mentioned above, represented 9.7% and 13.2% of consolidated net sales for fiscal 2006 and 2005, respectively.

Gross Profit. Gross profit was $159.3 million and $127.4 million for fiscal 2006 and 2005, respectively, representing an increase of $31.9 million, or 25.0%. Our gross profit percentage was 40.7% for fiscal 2006 as compared to 41.4% for fiscal 2005.

Excluding the impact of adjustments to both net sales and gross profit in both periods, as discussed below, our adjusted gross profit as a percentage of net sales for fiscal 2006 and 2005 would have been 39.8% and 40.5%, respectively. This decrease was primarily due to a higher proportion of our consolidated net sales being in the mobile data communications segment, which typically realizes lower gross margins than sales in our other two segments. In addition, fiscal 2006 includes higher sales relating to Tolt’s turnkey employee mobility solutions, which have lower gross margins than any of our other product lines. The decline in gross margin percentage due to the change in product mix was partially offset by continued increased operating efficiencies associated with increased usage of our high-volume technology manufacturing facility during fiscal 2006.

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During fiscal 2006, we recorded favorable cumulative gross profit adjustments of $9.1 million (of which $8.5 million relates to the mobile data communications segment and $0.6 million relates to the RF microwave amplifiers segment). The adjustment in our mobile data communications segment was primarily the result of increased MTS funding from the U.S. Army, as well as improved operating efficiencies. The adjustment in our RF microwave amplifiers segment related to a military contract that was substantially completed in fiscal 2006. These favorable adjustments were partially offset by a $1.7 million warranty provision in our mobile data communications segment relating to certain of our firmware that had to be modified. During fiscal 2005, we recorded cumulative adjustments related to two large over-the-horizon microwave system contracts and the MTS contract with an aggregate impact of $5.8 million on gross profit (of which $2.2 million relates to the mobile data communications segment and $3.6 million relates to the telecommunications transmission segment).

Included in cost of sales for fiscal 2006 and 2005 are provisions for excess and obsolete inventory of $2.0 million and $2.1 million, respectively. As discussed under “Critical Accounting Policies – Provisions for Excess and Obsolete Inventory,” we regularly review our inventory and record a provision for excess and obsolete inventory based on historical and projected usage assumptions.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $67.1 million and $51.8 million for fiscal 2006 and 2005, respectively, representing an increase of $15.3 million, or 29.5%. The increase in expenses was primarily attributable to (i) the increased level of net sales and activity in our telecommunications transmission and mobile data communications segments, (ii) the recording of $4.6 million of stock-based compensation expense during fiscal 2006, and (iii) a full year of expenses associated with Tolt, which was acquired in February 2005. There was no stock-based compensation expense included in selling, general and administrative expenses in fiscal 2005. As a percentage of consolidated net sales, selling, general and administrative expenses were 17.1% and 16.8% for fiscal 2006 and 2005, respectively.

Research and Development Expenses. Research and development expenses were $25.8 million and $21.2 million for fiscal 2006 and 2005, respectively, representing an increase of $4.6 million, or 21.7%. Approximately $19.0 million and $17.7 million of such amounts, respectively, related to our telecommunications transmission segment, with the remaining expenses primarily related to our mobile data communications segment and, to a lesser extent, our RF microwave amplifiers segment. In addition, during fiscal 2006, we recorded $0.7 million of stock-based compensation expense in research and development expenses. There was no stock-based compensation expense included in research and development expenses in fiscal 2005. As an investment for the future, we are continually enhancing our existing products and developing new products and technologies. Whenever possible, we seek customer funding for research and development to adapt our products to specialized customer requirements. During fiscal 2006 and 2005, customers reimbursed us $4.4 million and $3.0 million, respectively, which is not reflected in the reported research and development expenses, but is included in net sales with the related costs included in cost of sales.

Amortization of Intangibles. Amortization of intangibles for fiscal 2006 and 2005 was $2.5 million and $2.3 million, respectively. The amortization primarily relates to intangibles with finite lives that we acquired in connection with various acquisitions.

Operating Income. Operating income for fiscal 2006 and 2005 was $63.9 million and $52.1 million, respectively. The $11.8 million, or 22.6% increase, was the result of the higher sales and gross profit, discussed above, partially offset by higher operating expenses.

Operating income in our telecommunications transmission segment increased to $49.8 million for fiscal 2006 from $40.2 million for fiscal 2005, as a result of increased net sales and gross profit, partially offset by increased operating expenses. In addition, fiscal 2005 included a $3.1 million positive impact on operating income from the cumulative gross margin adjustments discussed above under “Gross Profit” related to two large over-the-horizon microwave system contracts.

Our mobile data communications segment generated operating income of $21.7 million for fiscal 2006 compared to $11.9 million for fiscal 2005 due primarily to the significant increase in net sales and gross profit, partially offset by increased operating expenses, including increased research and development expenses. The operations relating to Tolt, which incurred an operating loss of $5.0 million in fiscal 2006, have been combined into our network operations center facility. In addition, fiscal 2006 and 2005 included positive impacts on operating income from the cumulative gross margin adjustments, net of the warranty provision in the fiscal 2006 period, discussed above under “Gross Profit” of $5.8 million and $2.0 million, respectively.

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Operating income in our RF microwave amplifiers segment increased to $8.3 million for fiscal 2006 from $8.2 million for fiscal 2005. Operating income for fiscal 2006 includes a $0.5 million benefit from a positive gross margin adjustment on a contract discussed above under “Gross Profit.”

Unallocated operating expenses increased to $15.9 million for fiscal 2006 from $8.2 million for fiscal 2005 due primarily to the recording of $5.7 million of stock-based compensation expense associated with SFAS No. 123(R) and increased incentive compensation costs in connection with the significant increase in pre-tax income.

Interest Expense. Interest expense was $2.7 million for both fiscal 2006 and 2005. Interest expense primarily relates to our 2.0% convertible senior notes issued in January 2004.

Interest Income. Interest income for fiscal 2006 was $9.2 million, as compared to $4.1 million for fiscal 2005. The $5.1 million increase was due primarily to an increase in interest rates and additional investable cash, primarily provided by our operating cash flow.

Provision for Income Taxes. The provision for income taxes was $25.2 million and $16.8 million for fiscal 2006 and 2005, respectively. Our effective tax rate for fiscal 2006 was 35.8% as compared to 31.4% for fiscal 2005.

The increase in the effective tax rate was primarily attributable to (i) the increased level of pre-tax profit, (ii) the nondeductibility of stock-based compensation expense in fiscal 2006 relating to incentive stock options, (iii) the expiration, in December 2005, of the Federal research and experimentation credit, and (iv) the scheduled phase-out of the extraterritorial income exclusion which was slightly offset by the scheduled phase-in of the deduction for domestic production activities.

In fiscal 2006, we recorded a net tax benefit of $0.6 million primarily relating to the favorable settlement of a state tax matter. In fiscal 2005, we recorded a $1.1 million tax benefit related to the reduction in the valuation allowance that was established for the extended write-off period of acquired in-process research and development.

Liquidity and Capital Resources

Our unrestricted cash and cash equivalents increased to $342.9 million at July 31, 2007 from $251.6 million at July 31, 2006, representing an increase of $91.3 million.

Net cash provided by operating activities was $89.2 million for fiscal 2007 compared to $44.3 million for fiscal 2006. This increase is primarily attributable to increased net income, depreciation, amortization (including the amortization of stock-based compensation) and advanced payments received from customers offset by net changes in other working capital accounts.

Net cash used in investing activities for fiscal 2007 was $16.1 million, of which $12.1 million was for purchases of property, plant and equipment including expenditures related to the continued expansion of our high-volume technology manufacturing center located in Tempe, Arizona, and continued enhancements to our network operations facility in Germantown, Maryland. In fiscal 2007 we paid $3.9 million relating to our acquisitions of Insite and Digicast. We currently expect capital expenditures for fiscal 2008 to be between $14 million and $15 million.

Net cash provided by financing activities was $18.1 million for fiscal 2007, primarily due to the exercises of stock-based awards, including the related income tax benefit.

Financing Arrangement

On January 27, 2004, we issued $105.0 million of our 2.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. For further information concerning this financing, see “Notes to Consolidated Financial Statements – Note 8 - 2.0% Convertible Senior Notes due 2024.”

Commitments

In the normal course of business, we routinely enter into binding and non-binding purchase obligations primarily covering anticipated purchases of inventory and equipment. We do not expect that these commitments as of July 31, 2007 will materially adversely affect our liquidity.

34

At July 31, 2007, we had contractual cash obligations to repay our 2.0% convertible senior notes, capital lease and operating lease obligations (including satellite lease expenditures relating to our mobile data communications segment contracts) and the financing of a purchase of proprietary technology. Payments due under these long-term obligations, excluding interest on the 2.0% convertible senior notes, are as follows:

	Obligations Due by Fiscal Years
	Total		2008		2009 and 2010		2011 and 2012		After 2012
2.0% convertible senior notes	$	105,000,000		—		—		—		105,000,000
Operating lease commitments		21,760,000		11,946,000		6,306,000		3,102,000		406,000
Other obligations		263,000		150,000		113,000		—		—
Total contractual cash obligations	$	127,023,000		12,096,000		6,419,000		3,102,000		105,406,000

As further discussed in “Notes to Consolidated Financial Statements – Note 8 - 2.0% Convertible Senior Notes due 2024,” we may, at our option, redeem some or all of the notes on or after February 4, 2009. Holders of our 2.0% convertible senior notes will have the right to require us to repurchase some or all of the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2019 and upon certain events. The notes can be converted, at the option of the noteholders, during the conversion period of September 17, 2007 through December 14, 2007. Upon receiving notification of a noteholder’s intent to convert, we, in accordance with the provisions of the indenture, will inform the noteholder of our intention to deliver shares of common stock or cash, or a combination thereof.

We have entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At July 31, 2007, the balance of these agreements was $3.4 million.

We believe that our cash and cash equivalents will be sufficient to meet our operating cash requirements for the foreseeable future. In the event that we identify a significant acquisition that requires additional cash, we would seek to borrow funds or raise additional equity capital.

Legal Proceedings

Hurricane-Related Proceedings
During fiscal 2005, two of our leased facilities located in Florida experienced hurricane damage to both leasehold improvements and personal property. As of July 31, 2007, we have completed all restoration efforts relating to the hurricane damage and have recorded a $0.8 million insurance recovery receivable and accrued a total of $2.2 million for hurricane related costs. Despite a written agreement with the general contractor that we believe limits our liability for the cost of the repairs to the amount of insurance proceeds ultimately received from our insurance company, a dispute has arisen with the general contractor and a certain subcontractor over the subcontractor’s demand for payment directly from us (by virtue of a purported assignment of rights and other grounds) in an amount exceeding the insurance proceeds by $0.8 million, plus late charges, interest, fees, costs and certain treble damages. As a result of this dispute, we deposited approximately $1.4 million, representing the balance of the insurance proceeds received, in our attorney’s trust account and filed a complaint for declaratory judgment in the 9th Judicial Circuit Court for Orange County, Florida. The general contractor and the subcontractor have filed separate and independent actions against us and our insurance company, all of which have now been consolidated under our original action. The Court has postponed the trial date several times and has not scheduled a new date. We have also filed a cross-claim against our insurance company asserting that the insurer is responsible for whatever liability, if any, we are ultimately adjudged to have to the general contractor or the subcontractor. However, to the extent that insurance recoveries are inadequate, we might be required to fund the shortfall. All parties have held and are currently engaged in mediation and settlement discussions. However, to date, no agreements have been reached. We do not expect that the outcome of this matter will have a material effect on our consolidated financial condition.

Other Legal Proceedings
In March 2007, a lawsuit was brought against us in the Federal District Court for the Western District of Texas by a company that claims that it was a consultant and a reseller of certain of our products and that it is owed damages for alleged lost profits, as well as punitive damages, costs and attorney’s fees. We believe that we have substantial legal and factual defenses to the plaintiff’s allegations and we intend to vigorously defend ourselves in this matter. We do

35

not expect that the ultimate outcome of this matter will have a material adverse effect on our consolidated financial condition.

We are party to certain other legal actions, which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, we believe that the outcome of these actions will not have a material effect on our consolidated financial condition or results of operations.

Recent Accounting Pronouncements

In February 2007, the FASB released SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”) to provide companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No. 159 is to reduce both the complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 is effective as of the beginning of our fiscal 2009. Early adoption is permitted. We are not yet in a position to determine what, if any, effect SFAS No. 159 will have on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) to clarify the definition of fair value, establish a framework for measuring fair value and expand the disclosures on fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 will be effective for our first quarter of fiscal 2009 and we are currently evaluating the impact its adoption will have on our consolidated financial statements.

In September 2006, the SEC issued SAB No. 108 (“SAB No. 108”) which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. We adopted SAB No. 108 in the fourth quarter of fiscal 2007 and its adoption had no impact on our consolidated financial statements.

In July 2006, the FASB released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law and prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. FIN 48 prescribes a two-step evaluation process for tax positions. The first step is recognition based on a determination of whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure a tax position that meets the more-likely-than-not threshold. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. We adopted FIN 48 on August 1, 2007 and its adoption had no material impact on our consolidated financial statements.

In June 2006, the EITF reached a consensus on EITF 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement” (“EITF 06-3”). EITF 06-3 provides that taxes imposed by a governmental authority on a revenue producing transaction between a seller and a customer should be shown in the income statement on either a gross or a net basis, based on the entity’s accounting policy, which should be disclosed pursuant to APB Opinion No. 22, “Disclosure of Accounting Policies.” We adopted EITF 06-3 in the first quarter of fiscal 2007 and continue to present taxes within the scope of EITF 06-3 on a net basis. As such, the adoption of EITF 06-3 did not have any effect on our consolidated financial statements.

36

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings and cash flows are subject to fluctuations due to changes in interest rates, primarily from our investment of available cash balances. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. If the interest rate we receive on our investment of available cash balances were to change by 10%, our interest income would be impacted by approximately $1.7 million.

Our 2.0% convertible senior notes bear a fixed rate of interest. As such, our earnings and cash flows are not sensitive to changes in interest rates on our long-term debt.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reports of Independent Registered Public Accounting Firm, Consolidated Financial Statements, Notes to Consolidated Financial Statements and Related Financial Schedule are listed in the Index to Consolidated Financial Statements and Schedule annexed hereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was carried out by the Company under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control Over Financial Reporting

Management of Comtech is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accounted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2007. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on our assessment, we determined that, as of July 31, 2007, the Company’s internal control over financial reporting was effective based on those criteria.

KPMG LLP (“KPMG”), our independent registered public accounting firm, has performed an audit of our assessment of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2007. This audit is required to be performed in accordance with the standards of the Public Company Accounting Oversight

37

Board (United States). Our independent auditors were given unrestricted access to all  financial  records and related data. KPMG’s audit reports appear on pages F-2 and F-3 of this annual report.

Changes In Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during our fiscal quarter ended July 31, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Certain information concerning directors and officers is incorporated by reference to our Proxy Statement for the Annual Meeting of Stockholders to be held December 6, 2007 (the “Proxy Statement”) which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding securities authorized for issuance under equity compensation plans and certain information regarding security ownership of certain beneficial owners and management is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year.

38

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	(1) The Registrant’s financial statements together with a separate index are annexed hereto.
	(2) The Financial Statement Schedule listed in a separate index is annexed hereto.
	(3) Exhibits required by Item 601 of Regulation S-K are listed below.

Exhibit Number	Description of Exhibit	Incorporated By Reference to Exhibit
3(a)(i)	Restated Certificate of Incorporation of the Registrant
3(a)(ii)	Amended and Restated By-Laws of the Registrant	Exhibit 3(c) to the Registrant’s 1998 Form 10-K
4(a)	Rights Agreement dated as of December 15, 1998 between the Registrant and American Stock Transfer and Trust Company, as Rights Agent	Exhibit 4(1) to the Registrant’s Form 8-A/A dated December 23, 1998
4(b)	Indenture by and between the Registrant and The Bank of New York, as trustee, dated as of January 27, 2004, including form of Note	Exhibit 4.2 to the Registrant’s Form S-3 (File No. 333-114268)
4(c)	Registration Rights Agreement dated as of January 27, 2004, between the Registrant and Bear, Stearns & Co. Inc., as Initial Purchaser	Exhibit 4.4 to the Registrant’s Form S-3 (File No. 333-114268)
10(a)*	Amended and restated Employment Agreement dated September 17, 2007, between the Registrant and Fred Kornberg
10(b)*	Amended and restated Employment Agreement dated September 17, 2007, between the Registrant and Robert G. Rouse
10(c)*	Form of Change in Control Agreement between the Registrant and Richard L. Burt, Robert L. McCollum, Michael D. Porcelain and Daniel S. Wood
10(d)*	Amended and restated 1993 Incentive Stock Option Plan	Appendix A to the Registrant’s Proxy Statement dated November 3, 1997
10(e)*	Amended and restated 2000 Stock Incentive Plan	Exhibit 10.1 to Registrant’s Form 8-K filed December 11, 2006
10(f)*	Form of Stock Option Agreement pursuant to the 2000 Stock Incentive Plan	Exhibit 10(f)(7) to the Registrant’s 2005 Form 10-K
10(g)*	Form of Stock Option Agreement for Non-employee Directors pursuant to the 2000 Stock Incentive Plan	Exhibit 10(f)(8) to the Registrant’s 2006 Form 10-K
10(h)*	2001 Employee Stock Purchase Plan	Appendix B to the Registrant’s Proxy Statement dated November 6, 2000
10(i)	Lease and amendment thereto on the Melville, New York Facility	Exhibit 10(k) to the Registrant’s 1992 Form 10-K
10(j)	Movement Tracking System Contract between Comtech Mobile Datacom Corporation and the U.S. Army’s Contract Agency dated August 31, 2007†

39

Exhibit Number	Description of Exhibit	Incorporated By Reference to Exhibit
10(k)	Blue Force Tracking System Contract between Comtech Mobile Datacom Corporation and the U.S. Army CECOM dated August 31, 2007†
10(l)	Form of Indemnification Agreement between the Registrant and Richard L. Burt, Robert L. McCollum, Michael D. Porcelain and Daniel S. Wood	Exhibit 10.1 to Registrant’s 8-K filed on March 8, 2007
21	Subsidiaries of the Registrant
23	Consent of Independent Registered Public Accounting Firm
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Management contract or compensatory plan or arrangement.
†	Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Exhibits to this Annual Report on Form 10-K are available from the Company upon request and payment to the Company for the cost of reproduction. The information is also available on our Internet website at www.comtechtel.com.

40

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMTECH TELECOMMUNICATIONS CORP.
September 19, 2007	By:	/s/Fred Kornberg
(Date)	Fred Kornberg, Chairman of the Board
	and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature	Title
September 19, 2007	/s/Fred Kornberg	Chairman of the Board
		Chief Executive Officer and President
(Date)	Fred Kornberg	(Principal Executive Officer)
September 19, 2007	/s/Michael D. Porcelain	Senior Vice President and
		Chief Financial Officer
(Date)	Michael D. Porcelain	(Principal Financial and Accounting Officer)
September 19, 2007	/s/Richard L. Goldberg	Director
(Date)	Richard L. Goldberg
September 19, 2007	/s/Edwin Kantor	Director
(Date)	Edwin Kantor
September 19, 2007	/s/Ira Kaplan	Director
(Date)	Ira Kaplan
September 19, 2007	/s/Gerard R. Nocita	Director
(Date)	Gerard R. Nocita
September 19, 2007	/s/Robert G. Paul	Director
(Date)	Robert G. Paul

41

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES

Index to Consolidated Financial Statements and Schedule

		Page
Reports of Independent Registered Public Accounting Firm		F-2, F-3
Consolidated Financial Statements:
	Balance Sheets as of July 31, 2007 and 2006	F-4
	Statements of Operations for each of the years in the three-year period ended July 31, 2007	F-5
	Statements of Stockholders’ Equity and Comprehensive Income for each of the years in the
	three-year period ended July 31, 2007	F-6
	Statements of Cash Flows for each of the years in the three-year period ended July 31, 2007	F-7, F-8
	Notes to Consolidated Financial Statements	F-9 to F-36
Additional Financial Information Pursuant to the Requirements of Form 10-K:
	Schedule II – Valuation and Qualifying Accounts and Reserves	S-1

Schedules not listed above have been omitted because they are either not applicable or the required information has been provided elsewhere in the consolidated financial statements or notes thereto.

F-1

                                KPMG LLP
                                Suite 200
                                1305 Walt Whitman Road
                                Melville, NY 11747-4302

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Comtech Telecommunications Corp.:

We have audited the accompanying consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Notes 1(j) to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”, effective August 1, 2005.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Comtech Telecommunications Corp.’s internal control over financial reporting as of July 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 18, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, the Company’s internal control over financial reporting.

Melville, New York
September 18, 2007

F-2

                                KPMG LLP
                                Suite 200
                                1305 Walt Whitman Road
                                Melville, NY 11747-4302

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Comtech Telecommunications Corp.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Comtech Telecommunications Corp.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Comtech Telecommunications Corp. maintained effective internal control over financial reporting as of July 31, 2007, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Comtech Telecommunications Corp. maintained, in all material respects, effective internal control over financial reporting as of July 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended July 31, 2007, and our report dated September 18, 2007, expressed an unqualified opinion on those consolidated financial statements. Our report, dated September 18, 2007, refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”, effective August 1, 2005.

Melville, New York
September 18, 2007

F-3

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
As of July 31, 2007 and 2006

	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	342,903,000			251,587,000
Restricted cash		—			1,003,000
Accounts receivable, net		73,585,000			70,047,000
Inventories, net		61,987,000			61,043,000
Prepaid expenses and other current assets		6,734,000			7,178,000
Deferred tax asset – current		9,380,000			7,591,000
Total current assets		494,589,000			398,449,000
Property, plant and equipment, net		29,282,000			24,732,000
Goodwill		24,387,000			22,244,000
Intangibles with finite lives, net		5,717,000			6,855,000
Deferred financing costs, net		1,903,000			2,449,000
Other assets, net		464,000			537,000
Total assets	$	556,342,000			455,266,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	26,137,000			28,337,000
Accrued expenses and other current liabilities		47,332,000			41,230,000
Customer advances and deposits		20,056,000			3,544,000
Deferred service revenue		—			9,896,000
Current installments of other obligations		135,000			154,000
Interest payable		1,050,000			1,050,000
Income taxes payable		2,796,000			5,252,000
Total current liabilities		97,506,000			89,463,000
Convertible senior notes		105,000,000			105,000,000
Other obligations, less current installments		108,000			243,000
Deferred tax liability – non-current		7,960,000			6,318,000
Total liabilities		210,574,000			201,024,000
Commitments and contingencies (See Note 13)
Stockholders’ equity:
Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000		—			—
Common stock, par value $.10 per share; authorized 100,000,000 shares; issued 24,016,329 shares and 23,052,593 shares at July 31, 2007 and 2006, respectively		2,402,000			2,305,000
Additional paid-in capital		165,703,000			139,487,000
Retained earnings		177,848,000			112,635,000
		345,953,000			254,427,000
Less:
Treasury stock (210,937 shares)		(185,000	)		(185,000	)
Total stockholders’ equity		345,768,000			254,242,000
Total liabilities and stockholders’ equity	$	556,342,000			455,266,000

See accompanying notes to consolidated financial statements.

F-4

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Statements of Operations
Fiscal Years Ended July 31, 2007, 2006 and 2005

	2007			2006			2005
Net sales	$	445,684,000			391,511,000			307,890,000
Cost of sales		252,389,000			232,210,000			180,524,000
Gross profit		193,295,000			159,301,000			127,366,000
Expenses:
Selling, general and administrative		73,312,000			67,071,000			51,819,000
Research and development		32,469,000			25,834,000			21,155,000
Amortization of intangibles		2,592,000			2,465,000			2,328,000
		108,373,000			95,370,000			75,302,000
Operating income		84,922,000			63,931,000			52,064,000
Other expenses (income):
Interest expense		2,731,000			2,687,000			2,679,000
Interest income and other		(14,208,000	)		(9,243,000	)		(4,072,000	)
Income before provision for income taxes		96,399,000			70,487,000			53,457,000
Provision for income taxes		31,186,000			25,218,000			16,802,000
Net income	$	65,213,000			45,269,000			36,655,000
Net income per share (See Note 1(i)):
Basic	$	2.81			1.99			1.69
Diluted	$	2.42			1.72			1.42
Weighted average number of common shares outstanding – basic		23,178,000			22,753,000			21,673,000
Weighted average number of common and common equivalent shares outstanding assuming dilution – diluted		27,603,000			27,324,000			27,064,000

See accompanying notes to consolidated financial statements.

F-5

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity and Comprehensive Income
Fiscal Years Ended July 31, 2007, 2006 and 2005

	Common Stock					Additional Paid-in Capital						Treasury Stock				Stockholders’ Equity			Comprehensive Income
	Shares		Amount						Retained Earnings			Shares	Amount
Balance July 31, 2004	21,557,002		$	2,156,000		$	109,716,000			$	30,711,000	210,937	$	(185,000	)	$	142,398,000
Proceeds from exercise of options	1,209,799			121,000			7,116,000				—	—		—			7,237,000			$	—
Proceeds from issuance of employee stock purchase plan shares	28,827			3,000			517,000				—	—		—			520,000				—
Termination of unvested restricted shares	(13,950	)		(2,000	)		(75,000	)			—	—		—			(77,000	)			—
Income tax benefit from stock award exercises	—			—			9,896,000				—	—		—			9,896,000				—
Net income	—			—			—				36,655,000	—		—			36,655,000				36,655,000
Balance July 31, 2005	22,781,678			2,278,000			127,170,000				67,366,000	210,937		(185,000	)		196,629,000				36,655,000
Equity-classified stock award compensation	—			—			5,742,000				—	—		—			5,742,000				—
Proceeds from exercise of options	244,737			24,000			1,839,000				—	—		—			1,863,000				—
Proceeds from issuance of employee stock purchase plan shares	26,178			3,000			671,000				—	—		—			674,000				—
Excess income tax benefit from stock award exercises	—			—			4,065,000				—	—		—			4,065,000				—
Net income	—			—			—				45,269,000	—		—			45,269,000				45,269,000
Balance July 31, 2006	23,052,593			2,305,000			139,487,000				112,635,000	210,937		(185,000	)		254,242,000				45,269,000
Equity-classified stock award compensation	—			—			7,408,000				—	—		—			7,408,000				—
Proceeds from exercise of options	938,000			94,000			9,441,000				—	—		—			9,535,000				—
Proceeds from issuance of employee stock purchase plan shares	25,736			3,000			755,000				—	—		—			758,000				—
Excess income tax benefit from stock award exercises	—			—			8,612,000				—	—		—			8,612,000				—
Net income	—			—			—				65,213,000	—		—			65,213,000				65,213,000
Balance July 31, 2007	24,016,329		$	2,402,000		$	165,703,000			$	177,848,000	210,937	$	(185,000	)	$	345,768,000			$	65,213,000

See accompanying notes to consolidated financial statements.

F-6

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Fiscal Years Ended July 31, 2007, 2006 and 2005

	2007			2006			2005
Cash flows from operating activities:
Net income	$	65,213,000			45,269,000			36,655,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		7,536,000			6,242,000			5,315,000
Amortization of intangible assets with finite lives		2,592,000			2,465,000			2,328,000
Amortization of stock-based compensation		7,401,000			5,681,000			—
Amortization of deferred financing costs		546,000			546,000			546,000
Loss on disposal of property, plant and equipment		203,000			36,000			284,000
(Benefit from) provision for allowance for doubtful accounts		(375,000	)		748,000			287,000
Provision for excess and obsolete inventory		4,491,000			2,030,000			2,098,000
Income tax benefit from stock award exercises		—			—			9,896,000
Excess income tax benefit from stock award exercises		(7,990,000	)		(4,065,000	)		—
Deferred income tax (benefit) expense		(147,000	)		832,000			2,768,000
Changes in assets and liabilities, net of effects of acquisitions:
Restricted cash securing letter of credit obligations		1,003,000			31,000			3,020,000
Accounts receivable		(3,163,000	)		(14,743,000	)		(13,337,000	)
Inventories		(4,818,000	)		(17,909,000	)		(7,236,000	)
Prepaid expenses and other current assets		492,000			(2,791,000	)		(2,373,000	)
Other assets		73,000			(260,000	)		69,000
Accounts payable		(2,200,000	)		4,760,000			14,011,000
Accrued expenses and other current liabilities		5,608,000			7,733,000			12,532,000
Customer advances and deposits		16,512,000			(1,738,000	)		(2,008,000	)
Deferred service revenue		(9,896,000	)		1,686,000			(5,506,000	)
Interest payable		—			—			(23,000	)
Income taxes payable		6,156,000			7,777,000			(3,272,000	)
Net cash provided by operating activities		89,237,000			44,330,000			56,054,000
Cash flows from investing activities:
Purchases of property, plant and equipment		(12,075,000	)		(12,327,000	)		(9,532,000	)
Purchases of other intangibles with finite lives		(38,000	)		(197,000	)		(75,000	)
Payments for business acquisitions		(3,937,000	)		(1,000,000	)		(2,735,000	)
Net cash used in investing activities		(16,050,000	)		(13,524,000	)		(12,342,000	)
Cash flows from financing activities:
Principal payments on other obligations		(154,000	)		(234,000	)		(271,000	)
Excess income tax benefit from stock award exercises		7,990,000			4,065,000			—
Proceeds from exercises of stock options		9,535,000			1,863,000			7,160,000
Proceeds from issuance of employee stock purchase plan shares		758,000			674,000			520,000
Net cash provided by financing activities		18,129,000			6,368,000			7,409,000

(Continued)

F-7

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
Years ended July 31, 2007, 2006 and 2005

	2007		2006		2005
Net increase in cash and cash equivalents	$	91,316,000		37,174,000		51,121,000
Cash and cash equivalents at beginning of period		251,587,000		214,413,000		163,292,000
Cash and cash equivalents at end of period	$	342,903,000		251,587,000		214,413,000
Supplemental cash flow disclosure
Cash paid during the period for:
Interest	$	2,150,000		2,142,000		2,156,000
Income taxes	$	24,778,000		16,573,000		7,456,000
Non cash investing activities:
Purchase of proprietary technology through financing obligation	$	—		—		509,000
Accrued business acquisition payments (See Note 2)	$	290,000		—		1,000,000

See accompanying notes to consolidated financial statements.

F-8

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1)	Summary of Significant Accounting and Reporting Policies
	(a)	Principles of Consolidation
		The accompanying consolidated financial statements include the accounts of Comtech Telecommunications Corp. and its subsidiaries (“the Company”), all of which are wholly-owned. All significant intercompany balances and transactions have been eliminated in consolidation.
	(b)	Nature of Business
		The Company designs, develops, produces and markets innovative products, systems and services for advanced communications solutions.
		The Company’s business is highly competitive and characterized by rapid technological change. The Company’s growth and financial position depends, among other things, on its ability to keep pace with such changes and developments and to respond to the sophisticated requirements of an increasing variety of electronic equipment users. Many of the Company’s competitors are substantially larger, and have significantly greater financial, marketing and operating resources and broader product lines than the Company. A significant technological breakthrough by others, including smaller competitors or new companies, could have a material adverse effect on the Company’s business. In addition, certain of the Company’s customers have technological capabilities in the Company’s product areas and could choose to replace the Company’s products with their own.
		International sales expose the Company to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make the Company’s products less price competitive), political and economic instability, availability of suitable export financing, export license requirements, tariff regulations, and other United States (“U.S.”) and foreign regulations that may apply to the export of the Company’s products, as well as the generally greater difficulties of doing business abroad. The Company attempts to reduce the risk of doing business in foreign countries by seeking contracts denominated in U.S. dollars, advance or milestone payments, credit insurance and irrevocable letters of credit in its favor.
		The Company currently provides mobile data communications products and services to the U.S. government under contracts which can be terminated at any time and are not subject to automatic renewals or extension. The loss of these contracts would have a material adverse effect on the Company’s future business, results of operations and financial condition.
	(c)	Revenue Recognition
		Revenue is generally recognized when the earnings process is complete, upon shipment or customer acceptance. Revenue from contracts relating to the design, development or manufacturing of complex electronic equipment to a buyer’s specification or to provide services relating to the performance of such contracts is generally recognized in accordance with AICPA Statement of Position No. 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” (“SOP No. 81-1”). The Company primarily applies the percentage-of-completion method and generally recognizes revenue based on the relationship of total costs incurred to total projected costs, or, alternatively, based on output measures, such as units delivered. Profits expected to be realized on such contracts are based on total estimated sales for the contract compared to total estimated costs, including warranty costs, at completion of the contract. These estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Provision for anticipated losses on uncompleted contracts is made in the period in which such losses become evident. Long-term U.S. government cost-reimbursable type contracts are also specifically covered by Accounting Research Bulletin No. 43 “Government Contracts, Cost-Plus-Fixed-Fee Contracts” (“ARB 43”), in addition to SOP No. 81-1.

F-9

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

	The Company has historically demonstrated an ability to estimate contract revenues and expenses in applying the percentage-of-completion method of accounting. However, there exist risks and uncertainties in estimating future revenues and expenses, particularly on larger or longer-term contracts. Changes to such estimates could have a material effect on the Company’s consolidated financial position and results of operations.
	Revenue recognized in excess of amounts billable under long-term contracts accounted for under the percentage-of-completion method are recorded as unbilled receivables in the accompanying consolidated balance sheets. Unbilled receivables are billable upon various events, including the attainment of performance milestones, delivery of hardware, submission of progress bills based on time and materials, or completion of the contract.
	In the case of the Company’s mobile data communications segment’s MTS and BFT contracts with the U.S. Army, the Company utilizes the percentage-of-completion method. The Company does not recognize revenue, or record unbilled receivables, until it receives fully funded orders.
	Almost all of the Company’s U.S. government revenues in fiscal 2007, 2006 and 2005 are derived from firm fixed-price contracts. Under these types of contracts, the Company performs for an agreed-upon price and derives benefits from cost savings, but bears the risk of cost overruns. The Company’s cost-plus-fixed-fee contracts, which to date have been insignificant, typically provide for reimbursement of allowable costs incurred plus a negotiated fee.
	Most government contracts have termination for convenience clauses that provide the customer with the right to terminate the contract at any time. Historically, the Company has not experienced material contract terminations or write-offs of unbilled receivables. The Company addresses customer acceptance provisions in assessing its ability to perform its contractual obligations under long-term contracts. Historically, the Company has been able to perform on its long-term contracts.
	Revenue from contracts that contain multiple elements that are not accounted for under the percentage-of-completion method are accounted for in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” Revenue from these contracts is allocated to each respective element based on each element’s relative fair value, if determinable, and is recognized when the respective revenue recognition criteria for each element are met.
(d)	Cash, Cash Equivalents and Restricted Cash
	The Company’s cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and that have insignificant risk of change in value because of changes in interest rates. The Company’s cash equivalents, as of July 31, 2007 and 2006, amounted to $330,008,000 and $231,261,000, respectively, and primarily consist of money market funds and U.S. Treasury securities (with maturities at the time of purchase of three months or less). Cash equivalents are carried at cost, which approximates fair market value. Restricted cash as of July 31, 2006 represents the amount the Company had pledged against guarantees of performance on certain of its contracts.
(e)	Inventories
	Work-in-process inventory reflects all accumulated production costs, which are comprised of direct production costs and overhead, and is reduced by amounts recorded in cost of sales as the related revenue is recognized. These inventories are reduced to their estimated net realizable value by a charge to cost of sales in the period such excess costs are determined.
	Raw materials and components and finished goods inventory are stated at the lower of cost or market, computed on the first-in, first-out (“FIFO”) method.

F-10

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(f)	Long-Lived Assets
	The Company’s machinery and equipment, which are recorded at cost, are depreciated or amortized over their estimated useful lives (three to eight years) under the straight-line method. Capitalized values of properties and leasehold improvements under leases are amortized over the life of the lease or the estimated life of the asset, whichever is less.
	Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. In accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized. The Company periodically, at least on an annual basis, reviews goodwill, considering factors such as projected cash flows and revenue and earnings multiples, to determine whether the carrying value of the goodwill is impaired. If the goodwill is deemed to be impaired, the difference between the carrying amount reflected in the financial statements and the estimated fair value is recognized as an expense in the period in which the impairment occurs. The Company defines its reporting units to be the same as its segments.
	The Company assesses the recoverability of the carrying value of its other long-lived assets, including identifiable intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates the recoverability of such assets based upon the expectations of undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount.
(g)	Research and Development Costs
	The Company charges research and development costs to operations as incurred, except in those cases in which such costs are reimbursable under customer funded contracts. In fiscal 2007, 2006 and 2005, the Company was reimbursed by customers for such activities in the amount of $4,170,000, $4,409,000 and $3,001,000, respectively.
(h)	Income Taxes
	Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense.
	In July 2006, the FASB released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law and prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. FIN 48 prescribes a two-step evaluation process for tax positions. The first step is recognition based on a determination of whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is to measure a tax position that meets the more-likely-than-not threshold. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. The Company adopted FIN 48 on August 1, 2007 and its adoption had no material impact on the Company’s consolidated results of operations or financial condition.

F-11

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(i)	Earnings Per Share
	The Company calculates earnings per share (“EPS”) in accordance with SFAS No. 128, “Earnings per Share.” Basic EPS is computed based on the weighted average number of shares outstanding. Diluted EPS reflects the dilution from potential common stock issuable pursuant to the exercise of stock awards and convertible senior notes, if dilutive, outstanding during each period. Equity-classified stock-based awards to purchase 706,000, 712,000 and 49,000 shares for fiscal 2007, 2006 and 2005, respectively, were not included in the EPS calculation because their effect would have been anti-dilutive.
	Liability-classified stock-based awards do not impact and are not included in the denominator for EPS calculations.
	In accordance with EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” the Company has (i) included the impact of the assumed conversion of its 2.0% convertible senior notes in calculating diluted EPS commencing in the fiscal quarter ended January 31, 2005, and (ii) restated prior periods’ diluted EPS.
	The following table reconciles the numerators and denominators used in the basic and diluted EPS calculations:

	Fiscal Years Ended July 31,
	2007		2006		2005
Numerator:
Net income for basic calculation	$	65,213,000		45,269,000		36,655,000
Effect of dilutive securities:
Interest expense (net of tax) on convertible senior notes		1,667,000		1,662,000		1,817,000
Numerator for diluted calculation	$	66,880,000		46,931,000		38,472,000
Denominator:
Denominator for basic calculation		23,178,000		22,753,000		21,673,000
Effect of dilutive securities:
Stock options		1,092,000		1,238,000		2,058,000
Conversion of convertible senior notes		3,333,000		3,333,000		3,333,000
Denominator for diluted calculation		27,603,000		27,324,000		27,064,000

(j)

Accounting for Stock-Based Compensation

Effective August 1, 2005, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment,” which establishes the accounting for employee stock-based awards. Under the provisions of SFAS No. 123(R), stock-based compensation for both equity and liability-classified awards is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The fair value of liability-classified awards is remeasured at the end of each reporting period until the award is settled, with changes in fair value recognized pro-rata for the portion of the requisite service period rendered. The Company adopted SFAS No. 123(R) using the modified prospective method and, as a result, periods prior to August 1, 2005 have not been restated.

F-12

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The Company recognized stock-based compensation for awards issued under the Company’s Stock Option Plans and 2001 Employee Stock Purchase Plan (the “ESPP”) in the following line items in the Consolidated Statements of Operations:

	Fiscal Years Ended
	July 31, 2007			July 31, 2006
Cost of sales	$	539,000			385,000
Selling, general and administrative expenses		5,793,000			4,585,000
Research and development expenses		1,069,000			711,000
Stock-based compensation expense before income tax benefit		7,401,000			5,681,000
Income tax benefit		(2,394,000	)		(1,312,000	)
Net stock-based compensation expense	$	5,007,000			4,369,000

Of the total stock-based compensation expense before income tax benefit recognized in fiscal 2007 and 2006, $170,000 and $163,000, respectively, relates to stock-based awards issued pursuant to the ESPP. Of the total stock-based compensation expense before income tax recognized in fiscal 2007 and 2006, $38,000 and $0, respectively, related to awards of SARs. Stock-based compensation that was capitalized and included in ending inventory at July 31, 2007 and 2006 was $106,000 and $61,000, respectively.

During fiscal 2005 (and for periods prior to August 1, 2005), the Company recorded compensation expense for employee stock-based awards based upon their intrinsic value on the date of grant pursuant to Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Since the exercise price for such stock-based awards was equal to the fair market value of the Company’s stock at the date of grant, the stock-based awards had no intrinsic value upon grant and, therefore, no expense was recorded in the Consolidated Statements of Operations for fiscal 2005 and prior.

Stock-based compensation expense, net of the related income tax benefit, resulted in a decrease of $0.22 and $0.15 in basic and diluted earnings per share, respectively, for fiscal 2007. Stock-based compensation expense, net of the related income tax benefit, resulted in a decrease of $0.19 and $0.14 in basic and diluted earnings per share, respectively, for fiscal 2006.

Had the compensation cost of the Company’s stock-based award plans for fiscal 2005 been determined in accordance with SFAS No. 123, the Company’s pro forma net income and net income per share would have been:

			Fiscal Year Ended
			July 31, 2005
Net income, as reported			$	36,655,000
Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects				(4,236,000	)
Pro forma net income			$	32,419,000
Net income per share:
	As reported	Basic	$	1.69
		Diluted	$	1.42
	Pro forma	Basic	$	1.50
		Diluted	$	1.28

F-13

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Under the modified prospective method, SFAS No. 123(R) applies to new awards and to awards outstanding on the effective date that are subsequently modified or cancelled. Compensation expense for outstanding awards for which the requisite service had not been fully rendered as of July 31, 2005 is being recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS No. 123. Through July 31, 2007, the Company valued graded vesting awards based on vesting tanches. Prior to the adoption of SFAS No. 123(R), the Company valued graded vesting awards based on the entire award for purposes of pro forma disclosure. The Company amortizes the fair values of all awards on a straight-line basis over the total requisite service period. Cumulative compensation expense recognized at any date will at least equal the grant date fair value of the vested portion of the award at that time. Additionally, the Company includes the excess hypothetical tax benefit related to stock-based awards which were fully vested upon adoption of SFAS No. 123(R) when calculating earnings per share.

The Company estimates the fair value of stock-based awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model includes assumptions regarding dividend yield, expected volatility, expected option terms and risk-free interest rates. The assumptions used in computing the fair value of stock-based awards reflect the Company’s best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of its control. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive stock-based awards.

The per share weighted average grant-date fair value of stock-based awards granted during fiscal 2007, 2006 and 2005 was $10.85, $14.03 and $8.52, respectively. In addition to the exercise and grant-date prices of the awards, certain weighted average assumptions that were used to estimate the fair value of stock-based awards in the respective periods are listed in the table below:

	Fiscal Years Ended July 31,
	2007			2006			2005
Expected dividend yield		0	%		0	%		0	%
Expected volatility		45.14	%		51.44	%		64.83	%
Risk-free interest rate		4.87	%		4.20	%		3.70	%
Expected life (years)		3.63			3.63			5.00

Stock-based awards granted during fiscal 2007 and 2006 have exercise prices equal to the fair market value of the stock on the date of grant, a contractual term of five years and a vesting period of three years. All stock-based awards granted through July 31, 2005 had exercise prices equal to the fair market value of the stock on the date of grant, a contractual term of ten years and generally a vesting period of five years. The Company settles employee stock option exercises with new shares. All SARs granted through July 31, 2007 may only be settled with cash.

The Company estimates expected volatility by considering the historical volatility of the Company’s stock, the implied volatility of publicly traded stock options in the Company’s stock and the Company’s expectations of volatility for the expected term of stock-based compensation awards. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant. The expected option term is the number of years that the Company estimates that options will be outstanding prior to exercise. The expected life of the awards issued after July 31, 2005 and through July 31, 2007 was determined using the “simplified method” prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107.

F-14

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The following table provides the components of the actual income tax benefit recognized for tax deductions relating to the exercise of stock-based awards:

	Fiscal Years Ended
	July 31, 2007			July 31, 2006
Actual income tax benefit recorded for the tax deductions relating to the exercise of stock-based awards	$	9,366,000			4,065,000
Less: Tax benefit initially recognized on exercised stock-based awards vesting subsequent to the adoption of SFAS No. 123(R)		(754,000	)		—
Excess income tax benefit recorded as an increase to additional paid-in capital in the Company’s Consolidated Statements of Stockholders’ Equity and Comprehensive Income		8,612,000			4,065,000
Less: Tax benefit initially disclosed but not previously recognized on exercised equity-classified stock-based awards vesting prior to the adoption of SFAS No. 123(R)		(622,000	)		—
Excess income tax benefit from exercised equity-classified stock-based awards reported as a cash flow from financing activities in the Company’s Consolidated Statements of Cash Flows	$	7,990,000			4,065,000

At July 31, 2007, total remaining unrecognized compensation cost related to unvested stock-based awards was $11,849,000, net of estimated forfeitures of $1,054,000. The net cost is expected to be recognized over a weighted average period of 1.8 years.

In August 2007, the Company authorized, in accordance with the Company’s 2000 Stock Incentive Plan, 588,000 stock-based awards (including 9,500 SARs). Total unrecognized stock-based compensation, net of estimated forfeitures, related to these awards was approximately $8,784,000. These awards have exercise prices equal to the fair market value of the stock on the date of grant, a contractual term of five years and a vesting period of five years. In accordance with SAB No. 107, the Company no longer utilized the “simplified method,” rather, it valued these awards based on the expected life of the total award with the expected life determined by employee groups with sufficiently distinct behavior patterns.

(k)	Financial Instruments
	The Company believes that the book value of its current monetary assets and liabilities approximates fair value as a result of the short-term nature of such assets and liabilities. The Company further believes that the fair market value of its capital lease obligations does not differ materially from the carrying value. As of July 31, 2007, the Company estimates the fair market value of its 2.0% convertible senior notes to be approximately $150,000,000 based on recent trading activity.
(l)	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. The Company makes significant estimates in many areas of its accounting, including but not limited to the following: long-term contracts, stock-based compensation, intangible assets, provision for excess and obsolete inventory, allowance for doubtful accounts, warranty obligations and income taxes. Actual results may differ from those estimates.

F-15

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

	(m)	Comprehensive Income
		The Company has adopted SFAS No. 130, “Reporting Comprehensive Income,” which requires companies to report all changes in equity during a period, except those resulting from investment by owners and distribution to owners, for the period in which they are recognized. Comprehensive income is the total of net income and all other non-owner changes in equity (or other comprehensive income) such as unrealized gains/losses on securities classified as available-for-sale, foreign currency translation adjustments and minimum pension liability adjustments. Comprehensive income was the same as net income in fiscal 2007, 2006 and 2005.
	(n)	Reclassifications
		Certain reclassifications have been made to previously reported consolidated financial statements to conform to the fiscal 2007 presentation.
(2)	Acquisitions

In February 2005, the Company acquired certain assets and assumed certain liabilities of Tolt Technologies, Inc. (“Tolt”). Sales and income for fiscal 2005 relating to the Tolt assets acquired would not have been material to the Company’s results of operations for such period. The purchase price of the business was $3,735,000, including transaction costs of $235,000. Of the total purchase price excluding transaction costs, $2,500,000 was paid at closing and the remaining $1,000,000 was paid in fiscal 2006.

In August 2006, the Company acquired certain assets and assumed certain liabilities of Insite Consulting, Inc. (“Insite”), a logistics application software company, for $3,227,000, including transaction costs of $256,000. To date, the Company has paid $2,937,000 and has accrued business acquisition payments of $290,000. In the first quarter of fiscal 2008, the Company made its final guaranteed payment. In addition to the guaranteed purchase price, the Company may be required to make certain earn-out payments based on the achievement of future sales targets. The first part of the earn-out cannot exceed $1,350,000 and is limited to a five-year period. The second part of the earn-out, which is for a ten-year period, is unlimited and based on a per unit future sales target primarily relating to new commercial satellite-based mobile data communication markets. Insite has developed the geoOps™ Enterprise Location Management System, a software-based solution that allows customers to integrate legacy data systems with near-real time logistics and operational data systems. Sales and income for fiscal 2007, 2006 and 2005 relating to the Insite assets acquired would not have been material to the Company’s results of operations for those periods. This operation was combined with the Company’s existing business and is part of the mobile data communications segment.

In February 2007, the Company acquired certain assets and assumed certain liabilities of Digicast Networks, Inc. (“Digicast”), a manufacturer of digital video broadcasting equipment, for $1,000,000. Sales and income for fiscal 2007, 2006 and 2005 related to the Digicast assets acquired would not have been material to the Company’s results of operations for those periods. This operation was combined with the Company’s existing business and is part of the telecommunications transmission segment.

F-16

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The Company allocated the purchase price of these acquisitions as follows:

	Tolt		Insite		Digicast		Estimated Useful Lives
Fair value of net tangible
assets acquired	$	4,000		335,000		408,000
Adjustments to record
intangible assets at fair
value:
Existing technology		—		447,000		—	7 years
Other intangibles		160,000		302,000		592,000	1 to 10 years
Goodwill		3,571,000		2,143,000		—	Indefinite
		3,731,000		2,892,000		592,000
Aggregate purchase price	$	3,735,000		3,227,000		1,000,000

The valuation of existing technology was based primarily on the discounted capitalization of royalty expense saved because the Company now owns the asset. The valuation of other intangibles was primarily based on the value of the discounted cash flows that the related assets could be expected to generate in the future.

(3) Accounts Receivable

Accounts receivable consist of the following at July 31, 2007 and 2006:

	2007		2006
Accounts receivable from commercial customers	$	33,859,000		36,700,000
Unbilled receivables on contracts-in-progress		1,638,000		10,361,000
Amounts receivable from the U.S. government and its agencies		38,773,000		24,362,000
		74,270,000		71,423,000
Less allowance for doubtful accounts		685,000		1,376,000
Accounts receivable, net	$	73,585,000		70,047,000

There was no retainage included in unbilled receivables at July 31, 2007 or 2006.

(4) Inventories

Inventories consist of the following at July 31, 2007 and 2006:

	2007		2006
Raw materials and components	$	32,669,000		35,835,000
Work-in-process and finished goods		37,822,000		31,331,000
		70,491,000		67,166,000
Less reserve for excess and obsolete inventories		8,504,000		6,123,000
Inventories, net	$	61,987,000		61,043,000

Inventories directly related to long-term contracts were $6,547,000 and $8,349,000 at July 31, 2007 and 2006, respectively. Included in the inventory balance above, at July 31, 2007 and 2006, is $2,286,000 and $3,406,000, respectively, related to a contract from a third party commercial customer to outsource its manufacturing.

F-17

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(5) Property, Plant and Equipment
	Property, plant and equipment consists of the following at July 31, 2007 and 2006:

	2007			2006
Machinery and equipment		$	64,562,000		54,305,000
Leasehold improvements			5,185,000		4,338,000
Equipment financed by capital lease			243,000		522,000
			69,990,000		59,165,000
Less accumulated depreciation and amortization			40,708,000		34,433,000
Property, plant and equipment, net		$	29,282,000		24,732,000

	Depreciation and amortization expense on property, plant and equipment amounted to approximately $7,536,000, $6,242,000 and $5,315,000 for the fiscal years ended July 31, 2007, 2006 and 2005, respectively.
(6) Accrued Expenses and Other Current Liabilities
	Accrued expenses and other current liabilities consist of the following at July 31, 2007 and 2006:

	2007			2006
Accrued wages and benefits		$	20,657,000		17,361,000
Accrued commissions			5,360,000		5,745,000
Accrued warranty			9,685,000		10,468,000
Accrued hurricane related costs (See Note 13(c))			2,240,000		2,240,000
Accrued business acquisition payments			290,000		—
Other			9,100,000		5,416,000
Accrued expenses and other current liabilities		$	47,332,000		41,230,000

The Company provides warranty coverage for most of its products for a period of at least one year from the date of shipment. The Company records a liability for estimated warranty expense based on historical claims, product failure rates and other factors. Some of the Company’s product warranties are provided under long-term contracts, the costs of which are incorporated into the Company’s estimates of total contract costs. Changes in the Company’s product warranty liability during the fiscal years ended July 31, 2007 and 2006 were as follows:

	2007			2006
Balance at beginning of period	$	10,468,000			7,910,000
Provision for warranty obligations		5,417,000			7,260,000
Reversal of warranty liability		(1,056,000	)		—
Charges incurred		(5,144,000	)		(4,702,000	)
Balance at end of period	$	9,685,000			10,468,000

F-18

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(7) Other Obligations
	Other obligations consist of the following at July 31, 2007 and 2006:

	2007		2006
Obligations under capital leases and for technology purchase	$	243,000		397,000
Less current installments		135,000		154,000
	$	108,000		243,000

Other obligations in both years related to certain equipment and a technology license. The net carrying value of assets acquired under these obligations was $589,000 and $830,000 at July 31, 2007 and 2006, respectively.

          Future minimum lease payments under other obligations as of July 31, 2007 are as follows:

Fiscal years ending July 31,
2008	$	150,000
2009		113,000
Total minimum lease payments		263,000
Less amounts representing interest (at a rate of 8.0%)		20,000
		243,000
Less current installments		135,000
Other obligations, net of current installments	$	108,000

(8) 2.0% Convertible Senior Notes due 2024

On January 27, 2004, the Company issued $105,000,000 of its 2.0% convertible senior notes in a private offering pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from this transaction were $101,179,000 after deducting the initial purchaser’s discount and other transaction costs of $3,821,000.

The notes bear interest at an annual rate of 2.0% and, during certain periods, the notes are convertible into shares of the Company’s common stock at an initial conversion price of $31.50 per share (a conversion rate of 31.7460 shares per $1,000 original principal amount of notes), subject to adjustment in certain circumstances. The notes may be converted if, during a conversion period on each of at least 20 trading days, the closing sale price of the Company’s common stock exceeds 120% of the conversion price in effect. Upon conversion of the notes, in lieu of delivering common stock, the Company may, in its discretion, deliver cash or a combination of cash and common stock. The notes can be converted, at the option of the noteholders, during the conversion period of September 17, 2007 through December 14, 2007. Upon receiving notification of a noteholder’s intent to convert, the Company, in accordance with the provisions of the indenture, will inform the noteholder of its intention to deliver shares of common stock or cash, or a combination thereof. The Company may, at its option, redeem some or all of the notes on or after February 4, 2009. Holders of the notes will have the right to require the Company to repurchase some or all of the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2019 and upon certain events, including a change in control. If not redeemed by the Company or repaid pursuant to the holders’ right to require repurchase, the notes mature on February 1, 2024. The notes have substantive conversion features as defined by EITF No. 05-1, “Accounting for the Conversion of an Instrument that Becomes Convertible Upon the Issuers Exercise of a Call Option.” Accordingly, the Company will not recognize a gain or loss if it issues common stock upon the conversion and settlement of these notes.

The 2.0% interest is payable in cash, semi-annually, through February 1, 2011. After such date, the 2.0% interest will be accreted into the principal amount of the notes. Also, commencing with the six-month period beginning February 1, 2009, if the average note price for the applicable trading period equals 120% or more of the accreted principal amount of such notes, the Company will pay contingent interest at an annual rate of 0.25%.

F-19

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The notes are general unsecured obligations of the Company, ranking equally in right of payment with all of its other existing and future unsecured senior indebtedness and senior in right of payment to any of its future subordinated indebtedness. All of Comtech Telecommunications Corp.’s (the “Parent”) wholly-owned subsidiaries have issued full and unconditional guarantees in favor of the holders of the Company’s 2.0% convertible senior notes (the “Guarantor Subsidiaries”), except for the subsidiary that purchased Memotec, Inc. in fiscal 2004 (the “Non-Guarantor Subsidiary”). Tolt, which was purchased in February 2005, became a guarantor in July 2005. These full and unconditional guarantees are joint and several. Other than supporting the operations of its subsidiaries, the Parent has no independent assets or operations and there are currently no significant restrictions on its ability, or the ability of the guarantors, to obtain funds from each other by dividend or loan. Consolidating financial information regarding the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiary can be found in Note 16 to the consolidated financial statements beginning on page F-29.

The net proceeds of the offering are being used for working capital and general corporate purposes and potentially may be used for future acquisitions of businesses or technologies or repurchases of the Company’s common stock. The Company filed a registration statement with the Securities and Exchange Commission (“SEC”), which has become effective, for the resale of the notes and the shares of common stock issuable upon conversion of the notes.

(9) Income Taxes

Income before provision for income taxes consists of the following:

		Fiscal Years Ended July 31,
	2007				2006		2005
U.S.		$	97,215,000			68,024,000		53,942,000
Foreign			(816,000	)		2,463,000		(485,000	)
		$	96,399,000			70,487,000		53,457,000

The provision for income taxes included in the accompanying consolidated statements of operations consists of the following:

	Fiscal Years Ended July 31,
	2007				2006			2005
Federal – current		$	29,388,000			22,085,000			13,135,000
Federal – deferred			(628,000	)		854,000			2,605,000
State and local – current			2,091,000			1,539,000			931,000
State and local – deferred			509,000			85,000			163,000
Foreign – current			(146,000	)		762,000			(32,000	)
Foreign – deferred			(28,000	)		(107,000	)		—
		$	31,186,000			25,218,000			16,802,000

F-20

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

The provision for income taxes differed from the amounts computed by applying the U.S. Federal income tax rate as a result of the following:

	Fiscal Years Ended July 31,
	2007							2006						2005
	Amount				Rate			Amount			Rate			Amount			Rate
Computed “expected” tax expense		$	33,740,000			35.0	%		24,670,000			35.0	%		18,710,000			35.0	%
Increase (reduction) in income taxes resulting from:
Nondeductible compensation			51,000			0.1			961,000			1.4			906,000			1.7
State and local income taxes, net of Federal benefit			1,678,000			1.8			922,000			1.3			711,000			1.3
Nondeductible stock-based compensation			529,000			0.5			615,000			0.9			—			—
Extraterritorial income exclusion			(666,000	)		(0.7	)		(726,000	)		(1.0	)		(1,862,000	)		(3.5	)
Domestic production activities deduction			(806,000	)		(0.8	)		(646,000	)		(0.9	)		—			—
Research and experimentation credits			(3,400,000	)		(3.5	)		(415,000	)		(0.6	)		(694,000	)		(1.3	)
Change in the beginning of the year valuation allowance for deferred tax assets			(50,000	)		(0.1	)		(111,000	)		(0.2	)		(1,189,000	)		(2.2	)
Other			110,000			0.1			(52,000	)		(0.1	)		220,000			0.4
		$	31,186,000			32.4	%		25,218,000			35.8	%		16,802,000			31.4	%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at July 31, 2007 and 2006 are presented below.

	2007			2006
Deferred tax assets:
Allowance for doubtful accounts receivable	$	210,000			404,000
Intangibles		715,000			675,000
Inventory and warranty reserves		5,871,000			5,025,000
Compensation and commissions		2,632,000			2,049,000
State research and experimentation credits		1,162,000			1,162,000
Stock-based compensation		3,057,000			1,312,000
Other		1,134,000			1,245,000
Less valuation allowance		(1,312,000	)		(1,362,000	)
Total deferred tax assets		13,469,000			10,510,000
Deferred tax liabilities:
Convertible senior notes		(8,899,000	)		(6,374,000	)
Plant and equipment		(3,150,000	)		(2,863,000	)
Total deferred tax liabilities		(12,049,000	)		(9,237,000	)
Net deferred tax assets	$	1,420,000			1,273,000

The Company provides for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability based approach in accounting for income taxes. In assessing the realizability of deferred tax assets and liabilities, management considers whether it is more likely than not that some portion or all of them will not be realized. As of July 31, 2007 and 2006, the Company’s deferred tax asset has been offset by a valuation allowance primarily related to state research and experimentation credits which may not be utilized in future periods. The Company must generate approximately $41,100,000 of taxable income to fully utilize its deferred tax assets. Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets.

F-21

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

In fiscal 2006, the Company’s Federal income tax return for the fiscal year ended July 31, 2004 was selected for audit by the Internal Revenue Service. The audit is ongoing and additional income tax returns for other fiscal years may be examined. If the outcome of the audit differs materially from the Company’s original income tax provisions, the Company’s results of operations and financial position could be materially impacted. The years that remain open to examination by the U.S. Federal tax authorities are fiscal 2004 and forward. In addition, the Company is subject to taxes in various states and its Canadian subsidiary is subject to Canadian Federal and Provincial taxes. In general, these returns are open for examination by the applicable tax authorities for fiscal 2004 and forward.

(10)	Stockholders’ Equity
	(a)	Stock Split
		In April 2005, the Company completed a three-for-two stock split, which was effected in the form of a 50% stock dividend. All share and per share information in the consolidated financial statements and notes thereto has been adjusted to reflect the stock split.
	(b)	Stock Option Plans and Employee Stock Purchase Plan
		The Company issues stock-based awards pursuant to the following plans:

1993 Incentive Stock Option Plan – The 1993 Incentive Stock Option Plan, as amended, provided for the granting to key employees and officers of incentive and non-qualified stock options to purchase up to 2,345,625 shares of the Company’s common stock at prices generally not less than the fair market value at the date of grant with the exception of anyone who, prior to the grant, owns more than 10% of the voting power, in which case the exercise price cannot be less than 110% of the fair market value. In addition, it provided formula grants to non-employee members of the Company’s Board of Directors. The term of the options could be no more than ten years. However, for incentive stock options granted to any employee who, prior to the granting of the option, owns stock representing more than 10% of the voting power, the option term could be no more than five years. As of July 31, 2007, the Company had granted stock-based awards representing the right to purchase an aggregate of 2,016,218 shares (net of 428,441 canceled awards) at prices ranging between $0.67 - $5.31 per share, of which 146,337 are outstanding at July 31, 2007. To date, 1,869,881 shares have been exercised. Outstanding awards have been transferred to the 2000 Stock Incentive Plan. The terms applicable to these awards prior to the transfer continue to apply. The plan was terminated by the Company’s Board of Directors in December 1999 due to the approval by the shareholders of the 2000 Stock Incentive Plan.

2000 Stock Incentive Plan – The 2000 Stock Incentive Plan, as amended, provides for the granting to all employees and consultants of the Company (including prospective employees and consultants) non-qualified stock options, SARs, restricted stock, performance shares, performance units and other stock-based awards. In addition, employees of the Company are eligible to be granted incentive stock options. Non-employee directors of the Company are eligible to receive non-discretionary grants of nonqualified stock options subject to certain limitations. The aggregate number of shares of common stock which may be issued may not exceed 5,737,500 plus the shares that were transferred to the Plan relating to outstanding awards that were previously granted under the 1982 Incentive Stock Option Plan and the 1993 Incentive Stock Option Plan. The Stock Option Committee of the Company’s Board of Directors, consistent with the terms of the Plan, will determine the types of awards to be granted, the terms and conditions of each award and the number of shares of common stock to be covered by each award. Grants of incentive and non-qualified stock options may not have a term exceeding ten years or no more than five years in the case of an incentive stock option granted to a stockholder who owns stock representing more than 10% of the voting power. As of July 31, 2007, the Company had granted stock-based awards representing the right to purchase an aggregate of 4,861,885 shares (net of 547,415 canceled awards) at prices ranging between $3.13 - $44.75 of which 2,353,680 are outstanding at July 31, 2007. As of July 31, 2007, 2,508,205 stock-based awards have been exercised. All stock-based awards granted through July 31, 2005 had exercise prices equal to the fair market value of the stock on the date of grant and a term of ten years. All stock-based

F-22

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

awards granted since August 1, 2005 have had exercise prices equal to the fair market value of the stock on the date of grant and a term of five years.

The following table summarizes certain stock option plan activity during the three years ended July 31, 2007:

	Number of Shares Underlying Stock-Based Awards			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at July 31, 2004		3,105,906			$	7.11
Granted		732,750				15.20
Expired/canceled		(61,975	)			10.25
Exercised		(1,209,799	)			5.98
Outstanding at July 31, 2005		2,566,882				9.87
Granted		706,000				35.30
Expired/canceled		(108,903	)			16.00
Exercised		(244,737	)			7.61
Outstanding at July 31, 2006		2,919,242				15.99
Granted		716,600				27.91
Expired/canceled		(197,825	)			14.90
Exercised		(938,000	)			10.17
Outstanding at July 31, 2007		2,500,017			$	21.67		4.5	$	54,498,000
Exercisable at July 31, 2007		425,517			$	19.09		4.8	$	10,372,000
Expected to vest at July 31, 2007		1,986,755			$	22.17		4.4	$	42,319,000

Included in the number of shares underlying stock-based awards outstanding at July 31, 2007, in the above table, are 15,500 SARs with an aggregate intrinsic value of $137,000.

The total intrinsic value of stock-based awards exercised during the years ended July 31, 2007, 2006 and 2005 was $27,302,000, $6,602,000 and $32,590,000, respectively.

2001 Employee Stock Purchase Plan – The ESPP was approved by the shareholders on December 12, 2000, and 675,000 shares of the Company’s common stock were reserved for issuance. The ESPP is intended to provide eligible employees of the Company the opportunity to acquire common stock in the Company at 85% of fair market value at date of issuance through participation in the payroll-deduction based ESPP. Through fiscal 2007, the Company issued 260,587 shares of its common stock to participating employees in connection with the ESPP.

F-23

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(11)	Customer and Geographic Information
	Sales by geography and customer type, as a percentage of consolidated net sales, are as follows:

	Fiscal Years Ended July 31,
		2007		2006		2005
United States
U.S. government		61.3	%	47.3	%	42.1	%
Commercial customers		12.5	%	17.1	%	13.9	%
Total United States		73.8	%	64.4	%	56.0	%
International
North African country		3.0	%	9.7	%	13.2	%
Other international customers		23.2	%	25.9	%	30.8	%
Total International		26.2	%	35.6	%	44.0	%

	International sales include sales to U.S. domestic companies for inclusion in products that will be sold to international customers. One customer, a prime contractor, represented 5.4% of consolidated net sales in fiscal 2007 and 10.2% of consolidated net sales in both fiscal 2006 and 2005.
(12)	Segment Information
	Reportable operating segments are determined based on the Company’s management approach. The management approach, as defined by SFAS No. 131, is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. While the Company’s results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the enterprise in three operating segments: (i) telecommunications transmission, (ii) mobile data communications and (iii) RF microwave amplifiers. Telecommunications transmission products include satellite earth station products (such as analog and digital modems, frequency converters, power amplifiers, and voice gateways) and over-the-horizon microwave communications products and systems. Mobile data communications products include satellite-based mobile location, tracking and messaging hardware and related services. RF microwave amplifier products include solid-state, high-power, broadband amplifier products that use the microwave and radio frequency spectrums.
	Unallocated expenses result from such corporate expenses as legal, accounting and executive compensation. In addition, for fiscal 2007 and 2006, unallocated expenses include $7,401,000 and $5,681,000 of stock-based compensation expense, respectively. There was no stock-based compensation expense recorded for fiscal 2005. Interest expense (which includes amortization of deferred financing costs) associated with the Company’s 2.0% convertible senior notes is not allocated to the operating segments. Depreciation and amortization includes amortization of stock-based compensation. Unallocated assets consist principally of cash, deferred financing costs and deferred tax assets. Substantially all of the Company’s long-lived assets are located in the U.S.

F-24

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Corporate management defines and reviews segment profitability based on the same allocation methodology as presented in the segment data tables below.

	Fiscal Year Ended July 31, 2007
(in thousands)	Telecommunications Transmission			Mobile Data Communications		RF Microwave Amplifiers		Unallocated			Total
Net sales	$	219,935			189,575		36,174		—		$	445,684
Operating income (expense)		59,205			45,403		3,658		(23,344	)		84,922
Interest income and other		(59	)		22		—		14,245			14,208
Interest expense		48			37		—		2,646			2,731
Depreciation and amortization		6,995			1,556		1,392		7,586			17,529
Expenditure for long-lived assets, including intangibles		8,616			5,858		1,298		114			15,886
Total assets at July 31, 2007		118,300			48,275		34,993		354,774			556,342

	Fiscal Year Ended July 31, 2006
(in thousands)	Telecommunications Transmission		Mobile Data Communications		RF Microwave Amplifiers		Unallocated			Total
Net sales	$	197,891		149,463		44,157		—		$	391,511
Operating income (expense)		49,797		21,730		8,311		(15,907	)		63,931
Interest income and other		48		2		—		9,193			9,243
Interest expense		38		—		3		2,646			2,687
Depreciation and amortization		6,086		1,193		1,317		5,792			14,388
Expenditure for long-lived assets, including intangibles		8,914		1,545		1,477		588			12,524
Total assets at July 31, 2006		134,567		45,641		24,588		250,470			455,266

	Fiscal Year Ended July 31, 2005
(in thousands)	Telecommunications Transmission			Mobile Data Communications		RF Microwave Amplifiers		Unallocated			Total
Net sales	$	174,488			86,084		47,318		—		$	307,890
Operating income (expense)		40,194			11,848		8,224		(8,202	)		52,064
Interest income and other		(2	)		1		3		4,070			4,072
Interest expense		22			—		11		2,646			2,679
Depreciation and amortization		5,497			796		1,262		88			7,643
Expenditure for long-lived assets, including intangibles		6,962			5,344		1,604		65			13,975
Total assets at July 31, 2005		99,197			32,827		25,320		225,059			382,403

Intersegment sales in fiscal 2007, 2006 and 2005 by the telecommunications transmission segment to the RF microwave amplifiers segment were $6,495,000, $7,512,000 and $8,579,000, respectively. In fiscal 2007, 2006 and 2005, intersegment sales by the telecommunications transmission segment to the mobile data communications segment were $78,319,000, $55,667,000 and $19,466,000, respectively. Intersegment sales have been eliminated from the tables above.

F-25

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(13)	Commitments and Contingencies
	(a)	Operating Leases
		The Company is obligated under noncancellable operating lease agreements, including satellite lease expenditures relating to its mobile data communications segment contracts. At July 31, 2007, the future minimum lease payments under operating leases are as follows:

2008	$	11,946,000
2009		3,335,000
2010		2,971,000
2011		2,076,000
2012		1,026,000
Thereafter		406,000
Total	$	21,760,000

Lease expense charged to operations was $3,871,000, $3,379,000 and $3,018,000 in fiscal 2007, 2006 and 2005, respectively. Lease expense excludes satellite lease expenditures incurred of approximately $15,456,000, $13,382,000 and $11,854,000 in fiscal 2007, 2006 and 2005, respectively, relating to the Company’s mobile data communications segment. Satellite lease expenditures are allocated to individual contracts and expensed to cost of sales.

	In December 1991, the Company and a partnership controlled by the Company’s Chairman, Chief Executive Officer and President entered into an agreement in which the Company leases from the partnership its Melville, New York production facility. The lease was for an initial term of ten years. In December 2001, the Company exercised its option for an additional ten-year period. For financial reporting purposes, the lease for the extension period is an operating lease. The annual rentals, of approximately $552,000 for fiscal 2007, are subject to annual adjustments equal to the lesser of 5% or the change in the Consumer Price Index.
(b)	United States Government Contracts
	Certain of the Company’s contracts are subject to audit by applicable governmental agencies. Until such audits are completed, the ultimate profit on these contracts cannot be determined; however, it is management’s belief that the final contract settlements will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.
(c)	Legal Proceedings
	Hurricane-Related Proceedings
	During fiscal 2005, two of the Company’s leased facilities located in Florida experienced hurricane damage to both leasehold improvements and personal property. As of July 31, 2007, the Company has completed all restoration efforts relating to the hurricane damage and has recorded an $816,000 insurance recovery receivable and accrued a total of $2,240,000 for hurricane related costs. Despite a written agreement with the general contractor that the Company believes limits its liability for the cost of the repairs to the amount of insurance proceeds ultimately received from its insurance company, a dispute has arisen with the general contractor and a certain subcontractor over the subcontractor’s demand for payment directly from the Company (by virtue of a purported assignment of rights and other grounds) in an amount exceeding the insurance proceeds by $816,000, plus late charges, interest, fees, costs and certain treble damages. As a result of this dispute, the Company deposited $1,422,000, representing the balance of the insurance proceeds it has received, in its attorneys’ trust account and filed a complaint for declaratory judgment in the 9th Judicial Circuit Court for Orange County, Florida. The general contractor and the subcontractor have filed separate and independent actions against the Company and its insurance company, all of which have now been consolidated under the Company’s original action. The Court has postponed its anticipated trial date several times and has not scheduled a new trial date. The Company has also filed a cross-claim against its insurance company asserting that the insurer is responsible for whatever liability, if any, the Company is

F-26

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

ultimately adjudged to have to the general contractor or the subcontractor. However, to the extent that insurance recoveries are inadequate, the Company might be required to fund the shortfall. All parties have held and are currently engaged in mediation and settlement discussions. However, to date, no agreements have been reached. The Company does not expect that the outcome of this matter will have a material adverse effect on its consolidated financial condition.

Other Legal Proceedings

In March 2007, a lawsuit was brought against the Company in the Federal District Court for the Western District of Texas by a company that claims that it was a consultant and a reseller of certain of the Company’s products and that it is owed damages for alleged lost profits, as well as punitive damages, costs and attorney’s fees. The Company believes that it has substantial legal and factual defenses to the plaintiff’s allegations and intends to vigorously defend itself in this matter. The Company does not expect that the ultimate outcome of this matter will have a material adverse effect on its consolidated financial condition.

The Company is subject to certain other legal actions, which arise in the normal course of business. Although the ultimate outcome of litigation is difficult to accurately predict, the Company believes that the outcome of these actions will not have a material adverse effect on its consolidated financial condition or results of operations.

	(d)	Employment and Change of Control Agreements
		The Company has employment agreements with its Chairman of the Board, Chief Executive Officer and President, and its Executive Vice President and Chief Operating Officer. The employment agreements generally provide for an annual salary and bonus award. The Company has also entered into change of control agreements with certain of its officers. All of the agreements may require payments, in certain circumstances, in the event of a change in control of the Company.
(14)	Stockholder Rights Plan
		On December 15, 1998, the Company’s Board of Directors approved the adoption of a stockholder rights plan in which one stock purchase right (“Right”) was distributed as a dividend on each outstanding share of the Company’s common stock to stockholders of record at the close of business on January 4, 1999. Under the plan, the Rights will be exercisable only if triggered by a person or group’s acquisition of 15% or more of the Company’s common stock. If triggered, each Right, other than Rights held by the acquiring person or group, would entitle its holder to purchase a specified number of the Company’s common shares for 50% of their market value at that time. Unless a 15% acquisition has occurred, the Rights may be redeemed by the Company at any time prior to the termination date of the plan.
		This Right to purchase common stock at a discount will not be triggered by a person or group’s acquisition of 15% or more of the common stock pursuant to a tender or exchange offer which is for all outstanding shares at a price and on terms that the Company’s Board of Directors determines (prior to acquisition) to be adequate and in the best interest of the Company and its stockholders. The Rights will expire on December 15, 2008.

F-27

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(15)	Intangible Assets
		Intangible assets with finite lives arising from acquisitions as of July 31, 2007 and 2006 are as follows:

		2007				2006
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Existing technology	7.22	$	12,903,000		11,168,000		12,456,000		9,494,000
Proprietary, core and licensed technology	8.31		5,851,000		2,326,000		5,145,000		1,554,000
Other	5.61		975,000		518,000		834,000		532,000
Total		$	19,729,000		14,012,000		18,435,000		11,580,000

Amortization expense for the years ended July 31, 2007, 2006 and 2005 was $2,592,000, $2,465,000 and $2,328,000, respectively. The estimated amortization expense for the fiscal years ending July 31, 2008, 2009, 2010, 2011 and 2012 is $1,430,000, $1,397,000, $1,282,000, $1,120,000 and $262,000, respectively.

The changes in carrying amount of goodwill by segment for the year ended July 31, 2007 are as follows:

	Telecommunications Transmission		Mobile Data Communications		RF Microwave Amplifiers		Total
Balance at July 31, 2006		$ 8,817,000		5,005,000		8,422,000		$ 22,244,000
Acquisition of Insite (See Note 2)		—		2,143,000		—		2,143,000
Balance at July 31, 2007		$ 8,817,000		7,148,000		8,422,000		$ 24,387,000

F-28

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16)	Consolidating Financial Information
		The consolidating financial information presented below reflects information regarding the Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiary of the Company’s 2.0% convertible senior notes. Tolt is included in the guarantor column for all periods presented. The Parent’s expenses associated with supporting the operations of its subsidiaries are allocated to the respective Guarantor Subsidiaries and Non-Guarantor Subsidiary. The consolidating financial information presented herein is not utilized by the chief operating decision-maker in making operating decisions and assessing performance.

                  The following reflects the consolidating balance sheet as of July 31, 2007:

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	340,617,000			983,000		1,303,000			—		$	342,903,000
Accounts receivable, net		—			66,240,000		7,345,000			—			73,585,000
Inventories, net		—			61,337,000		650,000			—			61,987,000
Prepaid expenses and other current assets		1,868,000			4,311,000		555,000			—			6,734,000
Deferred tax asset – current		645,000			8,735,000		—			—			9,380,000
Total current assets		343,130,000			141,606,000		9,853,000			—			494,589,000
Property, plant and equipment, net		844,000			27,796,000		642,000			—			29,282,000
Investment in subsidiaries		248,952,000			4,755,000		—			(253,707,000	)		—
Goodwill		—			23,440,000		947,000			—			24,387,000
Intangibles with finite lives, net		—			4,972,000		745,000			—			5,717,000
Deferred tax asset – non-current		—			—		190,000			(190,000	)		—
Deferred financing costs, net		1,903,000			—		—			—			1,903,000
Other assets, net		56,000			386,000		22,000			—			464,000
Intercompany receivables		—			126,210,000		—			(126,210,000	)		—
Total assets	$	594,885,000			329,165,000		12,399,000			(380,107,000	)	$	556,342,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	374,000			25,616,000		147,000			—		$	26,137,000
Accrued expenses and other current liabilities		10,340,000			36,378,000		614,000			—			47,332,000
Customer advances and deposits		—			15,189,000		4,867,000			—			20,056,000
Current installments of other obligations		—			135,000		—			—			135,000
Interest payable		1,050,000			—		—			—			1,050,000
Income taxes payable		3,283,000			—		(487,000	)		—			2,796,000
Total current liabilities		15,047,000			77,318,000		5,141,000			—			97,506,000
Convertible senior notes		105,000,000			—		—			—			105,000,000
Other obligations, less current installments		—			108,000		—			—			108,000
Deferred tax liability – non-current		5,363,000			2,787,000		—			(190,000	)		7,960,000
Intercompany payables		123,707,000			—		2,503,000			(126,210,000	)		—
Total liabilities		249,117,000			80,213,000		7,644,000			(126,400,000	)		210,574,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—		—			—			—
Common stock		2,402,000			4,000		—			(4,000	)		2,402,000
Additional paid-in capital		165,703,000			81,410,000		5,187,000			(86,597,000	)		165,703,000
Retained earnings (deficit)		177,848,000			167,538,000		(432,000	)		(167,106,000	)		177,848,000
		345,953,000			248,952,000		4,755,000			(253,707,000	)		345,953,000
Less:
Treasury stock		(185,000	)		—		—			—			(185,000	)
Total stockholders’ equity		345,768,000			248,952,000		4,755,000			(253,707,000	)		345,768,000
Total liabilities and stockholders’ equity	$	594,885,000			329,165,000		12,399,000			(380,107,000	)	$	556,342,000

F-29

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16) Consolidating Financial Information (continued)

                  The following reflects the consolidating balance sheet as of July 31, 2006:

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiary		Consolidating Entries			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	238,298,000			9,949,000		3,340,000		—		$	251,587,000
Restricted cash		—			1,003,000		—		—			1,003,000
Accounts receivable, net		—			66,025,000		4,022,000		—			70,047,000
Inventories, net		—			61,043,000		—		—			61,043,000
Prepaid expenses and other current assets		1,101,000			5,565,000		512,000		—			7,178,000
Deferred tax asset – current		551,000			7,040,000		—		—			7,591,000
Total current assets		239,950,000			150,625,000		7,874,000		—			398,449,000
Property, plant and equipment, net		914,000			23,295,000		523,000		—			24,732,000
Investment in subsidiaries		191,046,000			5,496,000		—		(196,542,000	)		—
Goodwill		—			21,297,000		947,000		—			22,244,000
Intangibles with finite lives, net		—			5,933,000		922,000		—			6,855,000
Deferred tax asset – non-current		—			—		174,000		(174,000	)		—
Deferred financing costs, net		2,449,000			—		—		—			2,449,000
Other assets, net		56,000			459,000		22,000		—			537,000
Intercompany receivables		—			59,824,000		—		(59,824,000	)		—
Total assets	$	434,415,000			266,929,000		10,462,000		(256,540,000	)	$	455,266,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	390,000			27,497,000		450,000		—		$	28,337,000
Accrued expenses and other current liabilities		6,683,000			32,806,000		1,741,000		—			41,230,000
Customer advances and deposits		—			3,502,000		42,000		—			3,544,000
Deferred service revenue		—			9,896,000		—		—			9,896,000
Current installments of other obligations		—			154,000		—		—			154,000
Interest payable		1,050,000			—		—		—			1,050,000
Income taxes payable		4,428,000			—		824,000		—			5,252,000
Total current liabilities		12,551,000			73,855,000		3,057,000		—			89,463,000
Convertible senior notes		105,000,000			—		—		—			105,000,000
Other obligations, less current installments		—			243,000		—		—			243,000
Deferred tax liability – non-current		4,707,000			1,785,000		—		(174,000	)		6,318,000
Intercompany payables		57,915,000			—		1,908,000		(59,823,000	)		—
Total liabilities		180,173,000			75,883,000		4,965,000		(59,997,000	)		201,024,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—		—		—			—
Common stock		2,305,000			4,000		—		(4,000	)		2,305,000
Additional paid-in capital		139,487,000			81,410,000		5,187,000		(86,597,000	)		139,487,000
Retained earnings		112,635,000			109,632,000		310,000		(109,942,000	)		112,635,000
		254,427,000			191,046,000		5,497,000		(196,543,000	)		254,427,000
Less:
Treasury stock		(185,000	)		—		—		—			(185,000	)
Total stockholders’ equity		254,242,000			191,046,000		5,497,000		(196,543,000	)		254,242,000
Total liabilities and stockholders’ equity	$	434,415,000			266,929,000		10,462,000		(256,540,000	)	$	455,266,000

F-30

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16)    Consolidating Financial Information (continued)

               The following reflects the consolidating statement of operations for the year ended July 31, 2007:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Net sales	$	—			436,075,000			10,045,000			(436,000	)	$	445,684,000
Cost of sales		—			247,364,000			5,461,000			(436,000	)		252,389,000
Gross Profit		—			188,711,000			4,584,000			—			193,295,000
Expenses:
Selling, general and administrative		—			69,613,000			3,699,000			—			73,312,000
Research and development		—			30,633,000			1,836,000			—			32,469,000
Amortization of intangibles		—			2,415,000			177,000			—			2,592,000
		—			102,661,000			5,712,000			—			108,373,000
Operating income (loss)		—			86,050,000			(1,128,000	)		—			84,922,000
Other expense (income):
Interest expense		2,646,000			73,000			12,000			—			2,731,000
Interest income and other		(14,245,000	)		76,000			(39,000	)		—			(14,208,000	)
Income (loss) before provision for benefit from income taxes and equity in undistributed earnings (loss) of subsidiaries		11,599,000			85,901,000			(1,101,000	)		—			96,399,000
Provision for (benefit from) income taxes		4,292,000			27,253,000			(359,000	)		—			31,186,000
Net earnings (loss) before equity in undistributed earnings (loss) of subsidiaries		7,307,000			58,648,000			(742,000	)		—			65,213,000
Equity in undistributed earnings (loss) of subsidiaries		57,906,000			(742,000	)		—			(57,164,000	)		—
Net income (loss)	$	65,213,000			57,906,000			(742,000	)		(57,164,000	)	$	65,213,000

                    The following reflects the consolidating statement of operations for the year ended July 31, 2006:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary		Consolidating Entries			Consolidated Total
Net sales	$	—			377,003,000			14,971,000		(463,000	)	$	391,511,000
Cost of sales		—			227,042,000			5,631,000		(463,000	)		232,210,000
Gross Profit		—			149,961,000			9,340,000		—			159,301,000
Expenses:
Selling, general and administrative		—			61,467,000			5,604,000		—			67,071,000
Research and development		—			24,392,000			1,442,000		—			25,834,000
Amortization of intangibles		—			2,288,000			177,000		—			2,465,000
		—			88,147,000			7,223,000		—			95,370,000
Operating income		—			61,814,000			2,117,000		—			63,931,000
Other expense (income):
Interest expense		2,646,000			41,000			—		—			2,687,000
Interest income and other		(9,193,000	)		(60,000	)		10,000		—			(9,243,000	)
Income before provision for income taxes and equity in undistributed earnings of subsidiaries		6,547,000			61,833,000			2,107,000		—			70,487,000
Provision for income taxes		2,435,000			22,133,000			650,000		—			25,218,000
Net earnings before equity in undistributed earnings of subsidiaries		4,112,000			39,700,000			1,457,000		—			45,269,000
Equity in undistributed earnings of subsidiaries		41,157,000			1,457,000			—		(42,614,000	)		—
Net income	$	45,269,000			41,157,000			1,457,000		(42,614,000	)	$	45,269,000

F-31

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16)    Consolidating Financial Information (continued)

               The following reflects the consolidating statement of operations for the year ended July 31, 2005:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Net sales	$	—			301,749,000			6,334,000			(193,000	)	$	307,890,000
Cost of sales		—			178,099,000			2,618,000			(193,000	)		180,524,000
Gross Profit		—			123,650,000			3,716,000			—			127,366,000
Expenses:
Selling, general and administrative		—			48,710,000			3,109,000			—			51,819,000
Research and development		—			20,261,000			894,000			—			21,155,000
Amortization of intangibles		—			2,076,000			252,000			—			2,328,000
		—			71,047,000			4,255,000			—			75,302,000
Operating income (loss)		—			52,603,000			(539,000	)		—			52,064,000
Other expense (income):
Interest expense		2,646,000			33,000			—			—			2,679,000
Interest income and other		(4,070,000	)		(14,000	)		12,000			—			(4,072,000	)
Income (loss) before provision for (benefit from) income taxes and equity in undistributed earnings (loss) of subsidiaries		1,424,000			52,584,000			(551,000	)		—			53,457,000
Provision for (benefit from) income taxes		530,000			16,318,000			(46,000	)		—			16,802,000
Net earnings (loss) before equity in undistributed earnings (loss) of subsidiaries		894,000			36,266,000			(505,000	)		—			36,655,000
Equity in undistributed earnings (loss) of subsidiaries		35,761,000			(505,000	)		—			(35,256,000	)		—
Net income (loss)	$	36,655,000			35,761,000			(505,000	)		(35,256,000	)	$	36,655,000

F-32

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16)	Consolidating Financial Information (continued)
	The following reflects the consolidating statement of cash flows for the year ended July 31, 2007:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	65,213,000			57,906,000			(742,000	)		(57,164,000	)	$	65,213,000
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, plant and equipment		185,000			7,129,000			222,000			—			7,536,000
Amortization of intangible assets with finite lives		—			2,415,000			177,000			—			2,592,000
Amortization of stock-based compensation		2,932,000			4,430,000			39,000			—			7,401,000
Amortization of deferred financing costs		546,000			—			—			—			546,000
Loss on disposal of property, plant and equipment		—			201,000			2,000			—			203,000
Benefit from allowance for doubtful accounts		—			(308,000	)		(67,000	)		—			(375,000	)
Provision for (benefit from) excess and obsolete inventory		—			4,519,000			(28,000	)		—			4,491,000
Excess income tax benefit from stock award exercises		(7,990,000	)		—			—			—			(7,990,000	)
Deferred income tax expense (benefit)		562,000			(693,000	)		(16,000	)		—			(147,000	)
Equity in undistributed (earnings) loss of subsidiaries		(57,906,000	)		742,000			—			57,164,000			—
Intercompany accounts		70,268,000			(70,861,000	)		593,000			—			—
Changes in assets and liabilities, net of effects of acquisitions:
Restricted cash securing letter of credit obligations		—			1,003,000			—			—			1,003,000
Accounts receivable		—			93,000			(3,256,000	)		—			(3,163,000	)
Inventories		—			(4,196,000	)		(622,000	)		—			(4,818,000	)
Prepaid expenses and other current assets		(767,000	)		1,302,000			(43,000	)		—			492,000
Other assets		—			73,000			—			—			73,000
Accounts payable		(16,000	)		(1,881,000	)		(303,000	)		—			(2,200,000	)
Accrued expenses and other current liabilities		3,657,000			3,116,000			(1,165,000	)		—			5,608,000
Customer advances and deposits		—			11,687,000			4,825,000			—			16,512,000
Deferred service revenue		—			(9,896,000	)		—			—			(9,896,000	)
Income taxes payable		7,467,000			—			(1,311,000	)		—			6,156,000
Net cash provided by (used in) operating activities		84,151,000			6,781,000			(1,695,000	)		—			89,237,000
Cash flows from investing activities:
Purchases of property, plant and equipment		(115,000	)		(11,618,000	)		(342,000	)		—			(12,075,000	)
Purchase of other intangibles with finite lives		—			(38,000	)		—			—			(38,000	)
Payments for business acquisitions		—			(3,937,000	)		—			—			(3,937,000	)
Net cash used in investing activities		(115,000	)		(15,593,000	)		(342,000	)		—			(16,050,000	)
Cash flows from financing activities:
Principal payments on other obligations		—			(154,000	)		—			—			(154,000	)
Excess income tax benefit from stock award exercises		7,990,000			—			—			—			7,990,000
Proceeds from exercises of stock options		9,535,000			—			—			—			9,535,000
Proceeds from issuance of employee stock purchase plan shares		758,000			—			—			—			758,000
Net cash provided by (used in) financing activities		18,283,000			(154,000	)		—			—			18,129,000
Net increase (decrease) in cash and cash equivalents		102,319,000			(8,966,000	)		(2,037,000	)		—			91,316,000
Cash and cash equivalents at beginning of period		238,298,000			9,949,000			3,340,000			—			251,587,000
Cash and cash equivalents at end of period	$	340,617,000			983,000			1,303,000			—		$	342,903,000

F-33

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16)	Consolidating Financial Information (continued)
	The following reflects the consolidating statement of cash flows for the year ended July 31, 2006:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Cash flows from operating activities:
Net income	$	45,269,000			41,157,000			1,457,000			(42,614,000	)	$	45,269,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		111,000			6,019,000			112,000			—			6,242,000
Amortization of intangible assets with finite lives		—			2,289,000			176,000			—			2,465,000
Amortization of stock-based compensation		2,176,000			3,495,000			10,000			—			5,681,000
Amortization of deferred financing costs		546,000			—			—			—			546,000
Loss on disposal of property, plant and equipment		—			35,000			1,000			—			36,000
Provision for allowance for doubtful accounts		—			556,000			192,000			—			748,000
Provision for excess and obsolete inventory		—			1,981,000			49,000			—			2,030,000
Excess income tax benefit from stock award exercises		(4,065,000	)		—			—			—			(4,065,000	)
Deferred income tax expense (benefit)		1,013,000			(74,000	)		(107,000	)		—			832,000
Equity in undistributed earnings of subsidiaries		(41,157,000	)		(1,457,000	)		—			42,614,000			—
Intercompany accounts		7,876,000			(9,822,000	)		1,946,000			—			—
Changes in assets and liabilities, net of effects of acquisition:
Restricted cash securing letter of credit obligations		31,000			—			—			—			31,000
Accounts receivable		—			(11,775,000	)		(2,968,000	)		—			(14,743,000	)
Inventories		—			(17,860,000	)		(49,000	)		—			(17,909,000	)
Prepaid expenses and other current assets		(213,000	)		(2,262,000	)		(316,000	)		—			(2,791,000	)
Other assets		(56,000	)		(195,000	)		(9,000	)		—			(260,000	)
Accounts payable		39,000			4,392,000			329,000			—			4,760,000
Accrued expenses and other current liabilities		1,181,000			5,271,000			1,281,000			—			7,733,000
Customer advances and deposits		—			(1,780,000	)		42,000			—			(1,738,000	)
Deferred service revenue		—			1,686,000			—			—			1,686,000
Income taxes payable		6,953,000			—			824,000			—			7,777,000
Net cash provided by operating activities		19,704,000			21,656,000			2,970,000			—			44,330,000
Cash flows from investing activities:
Purchases of property, plant and equipment		(587,000	)		(11,387,000	)		(353,000	)		—			(12,327,000	)
Purchase of other intangibles with finite lives		—			(197,000	)		—			—			(197,000	)
Payments for business acquisition		—			(1,000,000	)		—			—			(1,000,000	)
Net cash used in investing activities		(587,000	)		(12,584,000	)		(353,000	)		—			(13,524,000	)
Cash flows from financing activities:
Principal payments on other obligations		—			(234,000	)		—			—			(234,000	)
Excess income tax benefit from stock award exercises		4,065,000			—			—			—			4,065,000
Proceeds from exercises of stock options		1,863,000			—			—			—			1,863,000
Proceeds from issuance of employee stock purchase plan shares		674,000			—			—			—			674,000
Net cash provided by (used in) financing activities		6,602,000			(234,000	)		—			—			6,368,000
Net increase in cash and cash equivalents		25,719,000			8,838,000			2,617,000			—			37,174,000
Cash and cash equivalents at beginning of period		212,579,000			1,111,000			723,000			—			214,413,000
Cash and cash equivalents at end of period	$	238,298,000			9,949,000			3,340,000			—		$	251,587,000

F-34

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(16) Consolidating Financial Information (continued)

               The following reflects the consolidating statement of cash flows for the year ended July 31, 2005:

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Consolidating Entries			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	36,655,000			35,761,000			(505,000	)		(35,256,000	)	$	36,655,000
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		145,000			5,087,000			83,000			—			5,315,000
Amortization of intangible assets with finite lives		—			2,076,000			252,000			—			2,328,000
Amortization of deferred financing costs		546,000			—			—			—			546,000
Loss on disposal of property, plant and equipment		—			284,000			—			—			284,000
Provision for allowance for doubtful accounts		—			287,000			—			—			287,000
Provision for excess and obsolete inventory		—			2,081,000			17,000			—			2,098,000
Income tax benefit from stock award exercises		9,896,000			—			—			—			9,896,000
Deferred income tax expense		2,164,000			604,000			—			—			2,768,000
Equity in undistributed (earnings) loss of subsidiaries		(35,761,000	)		505,000			—			35,256,000			—
Intercompany accounts		33,407,000			(34,162,000	)		755,000			—			—
Changes in assets and liabilities, net of effects of acquisition:
Restricted cash securing letter of credit obligations		10,000			3,010,000			—			—			3,020,000
Accounts receivable		—			(12,674,000	)		(663,000	)		—			(13,337,000	)
Inventories		—			(7,267,000	)		31,000			—			(7,236,000	)
Prepaid expenses and other current assets		(478,000	)		(1,731,000	)		(164,000	)		—			(2,373,000	)
Other assets		—			74,000			(5,000	)		—			69,000
Accounts payable		22,000			13,914,000			75,000			—			14,011,000
Accrued expenses and other current liabilities		1,884,000			10,385,000			127,000			136,000			12,532,000
Customer advances and deposits		—			(2,008,000	)		—			—			(2,008,000	)
Deferred service revenue		—			(5,506,000	)		—			—			(5,506,000	)
Interest payable		(23,000	)		—			—			—			(23,000	)
Income taxes payable		(3,272,000	)		—			—			—			(3,272,000	)
Net cash provided by operating activities		45,195,000			10,720,000			3,000			136,000			56,054,000
Cash flows from investing activities:
Purchases of property, plant and equipment		(64,000	)		(9,263,000	)		(205,000	)		—			(9,532,000	)
Purchase of other intangibles with finite lives		—			(75,000	)		—			—			(75,000	)
Payments for business acquisition		(2,735,000	)		(2,735,000	)		—			2,735,000			(2,735,000	)
Net cash used in investing activities		(2,799,000	)		(12,073,000	)		(205,000	)		2,735,000			(12,342,000	)
Cash flows from financing activities:
Proceeds from issuance of stock in subsidiary		—			2,735,000			—			(2,735,000	)		—
Principal payments on other obligations		—			(271,000	)		—			—			(271,000	)
Proceeds from exercises of stock options		7,160,000			—			—			—			7,160,000
Proceeds from issuance of employee stock purchase plan shares		520,000			—			—			—			520,000
Net cash provided by financing activities		7,680,000			2,464,000			—			(2,735,000	)		7,409,000
Net increase (decrease) in cash and cash equivalents		50,076,000			1,111,000			(202,000	)		136,000			51,121,000
Cash and cash equivalents at beginning of period		162,503,000			—			925,000			(136,000	)		163,292,000
Cash and cash equivalents at end of period	$	212,579,000			1,111,000			723,000			—		$	214,413,000

F-35

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

(17) Unaudited Quarterly Financial Data

The following is a summary of unaudited quarterly operating results (amounts in thousands, except per share data):
Fiscal 2007	First Quarter			Second Quarter		Third Quarter		Fourth Quarter		Total
Net sales		$	97,070		111,383		119,417		117,814		445,684
Gross profit			39,375		49,850		51,575		52,495		193,295
Net income			10,827		18,171		19,128		17,087		65,213
Diluted income per share		$	0.41		0.68		0.71		0.63		2.42	*

Fiscal 2006	First Quarter			Second Quarter		Third Quarter		Fourth Quarter		Total
Net sales		$	106,567		95,741		88,997		100,206		391,511
Gross profit			40,204		41,091		34,213		43,793		159,301
Net income			11,464		13,304		8,722		11,779		45,269
Diluted income per share		$	0.43		0.50		0.33		0.45		1.72	*

* Income per share information for the full fiscal year may not equal the total of the quarters within the year as a result of rounding.

F-36

Schedule II

COMTECH TELECOMMUNICATIONS CORP.
AND SUBSIDIARIES

Valuation and Qualifying Accounts and Reserves

Fiscal Years Ended July 31, 2007, 2006 and 2005

Column A	Column B		Column C Additions					Column D			Column E
Description	Balance at beginning of period		Charged to cost and expenses			Charged to other accounts - describe		Transfers (deductions) - describe			Balance at end of period
Allowance for doubtful accounts - accounts receivable:
Year ended July 31,
2007	$	1,376,000		(375,000	) (C)		—		(316,000	) (D)	$	685,000
2006		636,000		748,000	(C)		—		(8,000	) (D)		1,376,000
2005		732,000		287,000	(C)		—		(383,000	) (D)		636,000
Inventory reserves:
Year ended July 31,
2007	$	6,123,000		4,491,000	(A)		—		(2,110,000	) (B)	$	8,504,000
2006		6,509,000		2,030,000	(A)		—		(2,416,000	) (B)		6,123,000
2005		5,622,000		2,098,000	(A)		—		(1,211,000	) (B)		6,509,000

(A)	Provision for excess and obsolete inventory.
(B)	Write-off of inventory.
(C)	(Benefit from) provision for doubtful accounts.
(D)	Write-off of uncollectible receivables.

S-1

EX-10.(A)

Exhibit 10(a)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated September 17, 2007 between Comtech Telecommunications Corp. (the “Company”) and Fred Kornberg (“Kornberg”).

Kornberg is presently Chairman of the Board of Directors, President and Chief Executive Officer of the Company and is employed pursuant to an employment agreement dated June 2, 2003, as amended (the “Prior Agreement”). The Company and Kornberg now desire to enter into an amended and restated employment agreement on the terms and conditions set forth herein.

Accordingly, the Company and Kornberg hereby amend and restate the Prior Agreement to read in its entirety as follows:

1.    The Company hereby employs Kornberg as general manager and chief executive officer of its business for the period (hereinafter referred to as the “Employment Period”) commencing August 1, 2007 and, except as otherwise provided in Paragraph 6 hereof, terminating at the close of business on July 31, 2010. Kornberg shall have supervision over the business and affairs of the Company and its subsidiaries, shall report and be responsible only to the Board of Directors of the Company, and shall have powers and authority superior to those of any other officer or employee of the Company or any of its subsidiaries. Kornberg accepts such employment and agrees to devote his full business time and effort to the business and affairs of the Company and, subject to his election as such, to serve as a director and as Chairman of the Board and President of the Company. He shall not be required to relocate his principal residence or to perform services which would make the continuance of such residence inconvenient to him. Except as otherwise specifically provided herein, if Kornberg remains employed by the Company following the expiration of the Employment Period, his employment with the Company shall be “at will.”

2.    The Company shall pay to Kornberg, for all services rendered by him during the Employment Period, compensation as follows:

(a)  Salary (“Base Salary”) at the annual rate of $675,000, commencing on the date hereof, plus such additional amounts, if any, as the Board of Directors may from time to time determine, payable in accordance with the Company’s current practice. Once increased, the Base Salary may not be decreased without Kornberg’s prior written consent.

(b)  Incentive compensation (“Incentive Compensation”) for each fiscal year in which any part of the Employment Period falls in an amount equal to 3.0% of the Company’s Pre-Tax Income for each such fiscal year; provided, however, that (i) the amount payable under this Paragraph 2(b) in respect of a completed fiscal year and paid at a time that Kornberg remains employed shall be reduced such that the amount, together with Base Salary projected to be payable in that fiscal year, will equal $1 million (references to “Incentive Compensation” elsewhere in this Agreement refer to the amount calculated without regard to this

reduction); and (ii) if the Employment Period terminates earlier than at the end of a fiscal year, Incentive Compensation shall be based upon the Company’s Pre-Tax Income for the then current fiscal year through the most recent fiscal quarter ended prior to such termination. In addition, Kornberg may receive from time to time, in the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), additional incentive compensation, which may be intended to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, under the Company’s 2000 Stock Incentive Plan on such terms and conditions as determined by the Compensation Committee. For purposes of this Paragraph 2(b):

(i)         The Company’s “Pre-Tax Income” for any fiscal year or period shall be the consolidated earnings of the Company and its subsidiaries for such fiscal year or period, as determined by the independent accounting firm employed by the Company as its regular auditors in accordance with generally accepted accounting principles applied on a consistent basis, before (A) any extraordinary item, (B) provision for federal, state or municipal income taxes thereon, (C) provision for any Incentive Compensation payable to Kornberg hereunder, (D) any write-off of in-process research and development acquired, (E) at the discretion of the Compensation Committee, any non-recurring items, (F) any amortization of intangibles relating to future acquisitions, and (G) any stock-based compensation expense before income tax benefit under SFAS 123(R).

(ii)         Incentive Compensation payable with respect to any fiscal year shall be paid in cash to Kornberg in the fiscal year following the fiscal year to which it relates promptly after completion of the Company’s audited year-end financial statements for such fiscal year (but in any event by the end of that following fiscal year) and at the same time as incentive compensation is paid to the other most senior executive officers of the Company, or, for purposes of the proviso in Paragraph 2(b), promptly after completion of the relevant unaudited quarterly statements, as the case may be. If Kornberg voluntarily terminates his employment with the Company other than as permitted by Paragraph 6(b) of this Agreement, or if the Company terminates his employment for “cause” as defined in Paragraph 6(a) hereof, Kornberg shall forfeit his right to receive any Incentive Compensation accrued but unpaid in accordance with this Paragraph 2(b)(ii).

3.    During the Employment Period, Kornberg shall be entitled to participate in, and receive benefits in accordance with, the Company’s employee benefit plans and programs at the time maintained by the Company for its executives, subject to the provisions of such plans and programs. In addition, during the Employment Period, the Company will provide Kornberg, at the Company’s expense, with an automobile similar to the automobile currently furnished to Kornberg or, alternatively, a monthly automobile allowance equal to an amount required to lease such an automobile.

4.    During the Employment Period, Kornberg shall be entitled to receive reimbursement for all expenses reasonably incurred by him in connection with his duties hereunder in accordance with the usual procedures of the Company.

5.    (a) During the Employment Period, Kornberg shall be entitled to annual reimbursement from the Company of the cost of premiums paid by Kornberg to secure such life

2

insurance coverage on Kornberg’s life as Kornberg determines in his discretion; provided that the Company’s maximum annual reimbursement obligation under this Paragraph 5(a) shall be capped based on the annual cost of a customary term life insurance policy with a maximum face amount of $3.5 million (or, if higher, five times Kornberg’s then Base Salary) purchased for a five-year term for a non-smoker at the same age as Kornberg as of the date hereof, such cost to be determined within six months after the date hereof. This benefit is intended to be in addition to, and not in lieu of, any group life insurance coverage provided by the Company.

(b)  In addition to the insurance provided for in Paragraph 5(a) hereof, the Company, in its discretion, and at its own cost and expense, may also obtain insurance covering Kornberg’s life in such amount as it considers advisable, payable to the Company, and Kornberg agrees to cooperate fully to enable the Company to obtain such insurance.

6. The Employment Period may be terminated only as follows:

(a)  By action of the Board of Directors of the Company, upon notice to Kornberg, if during the Employment Period Kornberg shall fail to render the services provided for hereunder for a continuous period of 12 months because of his physical or mental incapacity, or for “cause,” which shall mean (i) willful misconduct, gross negligence, dishonesty, misappropriation, breach of fiduciary duty or fraud by Kornberg with regard to the Company or any of its assets or businesses; (ii) conviction of Kornberg or the pleading of nolocontendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or (iii) any material breach by Kornberg of the provisions of this Agreement which is not cured within thirty days after written notice to Kornberg of such breach from the Board of Directors of the Company.

(b)  By Kornberg, on thirty days notice to the Company within one year (or within two years as set forth in clause (B) of the preamble to Paragraph 7) after a Change in Control of the Company, as defined in Paragraph 7(d) hereof, occurs.

(c)  By Kornberg, voluntarily upon ninety days prior written notice other than under Paragraph 6(b).

7.    If either (A) Kornberg terminates the Employment Period in accordance with Paragraph 6(b) hereof, or (B) following the Employment Period Kornberg remains employed by the Company and during the two year period following the end of the Employment Period he terminates his employment on thirty days notice to the Company within two years after a Change in Control of the Company that occurred during the Employment Period, the following provisions shall apply:

(a)  Subject to Paragraph 7(c) hereof, the Company shall pay to Kornberg, within 30 days after the effective date of the termination (the “Effective Date”), subject to Paragraph 15(c) hereof, a lump sum equal to:

(i)         the greater of (x) Kornberg’s Base Salary, at the rate in effect at the time such notice is given, for the full unexpired term of the Employment Period, and (y) three times Kornberg’s Base Salary then in effect; plus:

3

(ii)         the amount of any unpaid Incentive Compensation (x) accrued with respect to any fiscal year ended prior to the Effective Date, and/or (y) with respect to the then current fiscal year, pursuant to the proviso in Paragraph 2(b).

(b)  Subject to Paragraph 15(c) hereof to the extent considered to result in the “deferral of compensation” under Code Section 409A, for the greater of (x) the full unexpired term of the Employment Period (but not beyond the December 31, of the second calendar year following termination) or (y) the two year period following Kornberg’s termination (the “Continuation Period”), the Company shall continue Kornberg’s participation in each employee benefit plan or reimbursement arrangement (including, without limitation, life insurance (and the life insurance reimbursement provided in Paragraph 5(a) above) and medical plans and including, to the extent allowed, amending such plans) in which Kornberg was entitled to participate immediately prior to the Effective Date as if he continued to be employed by the Company hereunder. If the terms of any benefit plan of the Company may not under Section 401(a) or other similar provisions of the Internal Revenue Code of 1986, as amended (the “Code”), permit continued participation by Kornberg, the Company will arrange to credit to Kornberg benefits substantially equivalent to, as to time and amount, and no less favorable than, on an after-tax basis, the benefits he would have been entitled to receive under such plan (assuming he had elected to participate voluntarily to the maximum extent permissible) if he had been continuously employed by the Company during the Continuation Period with payment of any accrued amount on the date of the end of the Continuation Period. Kornberg shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance policies owned by the Company that relate specifically to Kornberg and are payable to his estate or his designee(s).

(c)  Notwithstanding any other provision of this Agreement, the amounts payable to Kornberg under Paragraph 7(a) shall be equal to whichever of the following amounts shall result in the greater after-tax payment to Kornberg, after application of all federal, state and local taxes applicable to such payments:

(i)         the amount otherwise payable under Paragraph 7(a) without regard to this Paragraph 7(c); and

(ii)         the amount payable in (i) above, reduced by the total amounts payable under Paragraph 7(a) and (b) to the extent included as parachute payments under Section 280G(b)(2) of the Code, but only to the extent such amounts included as parachute payments exceed 299% of Kornberg’s “Base Amount,” as defined in Section 280G(b)(3)(A) and (d)(1) and (2) of the Code.

The calculation of after-tax payments under this Paragraph 7(c) shall be made by independent public accountants selected by Kornberg and consented to by the Company, which consent shall not be unreasonably withheld or delayed. The fees and expenses of such accountants shall be borne by the Company.

(d)  Except as provided below, for purposes of this Agreement a Change in Control shall be deemed to have occurred:

4

(i)         upon any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company), becoming the owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii)         during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in sub-paragraph (i), (iii), or (iv) of this Paragraph or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company) whose election by the Board of Directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors of the Company;

(iii)        upon a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in (i) above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(iv)        upon the stockholders of the Company approval of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

(e) In connection with a termination of Kornberg’s employment triggering payments and benefits under this Paragraph 7, Kornberg shall have no further obligations hereunder and shall be under no duty to seek other employment or otherwise mitigate his damages, and no compensation or other payment from a third party shall reduce or offset his damages.

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8.    (a) In order to induce Kornberg to enter into this Agreement, the Company agrees that if it terminates Kornberg’s employment hereunder without cause, or if it otherwise breaches this Agreement and Kornberg terminates his employment as a result of such breach, Kornberg shall have no further obligations hereunder and shall be under no duty to seek other employment or otherwise mitigate his damages, no compensation or other payment from a third party shall reduce or offset his damages, and the Company shall pay Kornberg the following amounts as liquidated damages in lieu of any further obligations hereunder:

(i)         Subject to Paragraph 15(c), an amount equal to his total Base Salary, at the rate in effect at the time of such breach, for the full unexpired term of the Employment Period, such amount to be payable within 10 days after such termination; plus

(ii)         Subject to Paragraph 15(c), an amount equal to his Incentive Compensation for the full fiscal year in which the breach occurs;

(iii)        for the 18 month period following Kornberg’s termination, the Company shall continue Kornberg’s participation in the Company’s medical plans (under COBRA) as if he continued to be employed by the Company hereunder; and

(iv)        for the two year period following Kornberg’s termination, the Company shall continue Kornberg’s participation in the Company’s life insurance plan or continue to provide the life insurance reimbursement provided in Paragraph 5(a) above, as applicable, as if he continued to be employed by the Company hereunder;

provided however, that if a Change in Control of the Company has occurred at any time prior to the date of such breach, Kornberg shall be entitled to receive as liquidated damages amounts and benefits equal to the amounts and benefits he would have been entitled to receive pursuant to Paragraph 7 hereof (including Paragraph 7(c)) if he had terminated the Employment Period effective on the date of breach, to the extent such payments or benefits would exceed the level of corresponding payments or benefits under this Paragraph 8(a) (i.e., without duplication of the payments and benefits provided in this Paragraph 8(a)).

(b)  The Company shall be responsible for Kornberg’s reasonable attorney’s fees and disbursements in any action to recover any amounts due him or obtain other relief under this Agreement or in any action relating to a breach by the Company of this Agreement.

9.    (a) Kornberg acknowledges that his services hereunder are of a special and unique nature and his position with the Company places him in a position of confidence and trust with clients and employees of the Company. Therefore, and in consideration of the Company’s performance of its covenants and agreements under this Agreement, Kornberg will not at any time during his employment with the Company and for a period of two years thereafter (the “Restrictive Period”), directly or indirectly, engage in any business (as an owner, joint venturer, partner, stockholder, director, officer, consultant, agent or otherwise, other than as the owner of less than 1% of the outstanding class of a publicly traded security) which competes with the business in which the Company is presently engaged or may be engaged at any time during his employment with the Company.

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(b)   Kornberg agrees that he will not (except on behalf of the Company during his employment with the Company), during the Restrictive Period, employ or retain, solicit the employment or retention of, or knowingly cause or encourage any entity to retain or solicit the employment or retention of, any person who is or was an employee of the Company at any time during the period commencing 12 months prior to the termination of Kornberg’s employment with the Company. After termination of Kornberg’s employment with the Company: (i) Kornberg will refrain from disparaging, whether orally, in writing or in other media, the Company, its affiliates, the officers, directors and employees of each of them, and the products and services of each of them, and (ii) the Company will not disparage Kornberg or otherwise comment upon the employment performance of Kornberg other than as may be required by law or as requested by Kornberg.

(c)  Any discovery, design, invention or improvement (whether or not patentable) that Kornberg develops during his employment with the Company (whether or not during his regular working hours or on the Company’s premises) and that is related to the Company’s business or operations as then conducted or contemplated, shall belong solely to the Company and shall be promptly disclosed to the Company. During the period of his employment with the Company and thereafter, Kornberg shall, without additional compensation, execute and deliver to the Company any instruments of transfer and take any other action that the Company may reasonably request to carry out the provisions of this Paragraph, including executing and filing, at the Company’s expense, patent and/or copyright applications and assignments of such applications to the Company.

(d)  Kornberg will not at any time, directly or indirectly, without the Company’s prior written consent, disclose to any third party or use (except as authorized in the regular course of the Company’s business or in Kornberg’s performance of his responsibilities as the Company’s Chief Executive Officer) any confidential, proprietary or trade secret information that was either acquired by him during his employment with the Company or thereafter, including, without limitation, sales and marketing information, information relating to existing or prospective customers and markets, business opportunities, and financial, technical and other data (collectively, the “Confidential Information”). After termination of Kornberg’s employment with the Company for any reason and upon the written request of the Company, Kornberg shall promptly return to the Company all originals and/or copies of written or recorded material (regardless of the medium) containing or reflecting any Confidential Information and shall promptly confirm in writing to the Company that such action has been taken. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (i) information that is already in the public domain at the time of its disclosure to Kornberg; (ii) information that, after its disclosure to Kornberg, becomes part of the public domain by publication or otherwise other than through Kornberg’s act; and (iii) information that Kornberg received from a third party having the right to make such disclosure without restriction on disclosure or use thereof.

10.   Kornberg acknowledges that, in view of the nature of the Company’s business, the restrictions contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company and its affiliates and that any violation of such restrictions will result in irreparable injury to the Company for which money damages will not be an adequate remedy. Accordingly, Kornberg agrees that, in addition to such money damages, he may be restrained and enjoined from any continuing breach of such covenants

7

without any bond or other security being required by any court. In the event of a material violation by Kornberg of any provision of Paragraph 9 hereof, any severance compensation being paid to Kornberg pursuant to this Agreement or otherwise shall immediately cease, and any severance compensation previously paid to Kornberg (other than $1,000) shall be immediately repaid to the Company. If any restriction contained in this Agreement shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated thereby.

11. In consideration of the payments and other undertakings set forth herein, Kornberg acknowledges that upon the termination of his employment with this Company, the execution of a release, in substantially the form attached hereto as Exhibit A, is an express condition to his right to receive severance compensation pursuant to Paragraphs 7 and 8 hereof in the event such Paragraphs are applicable.

12. Any offer, notice, request or other communication hereunder shall be in writing and shall be deemed to have been duly given if hand delivered or mailed by registered or certified mail, return receipt requested, addressed to the respective address of each party hereinafter set forth, or to such other address as each party may designate by a notice pursuant hereto, which change of address notice shall be effective upon receipt thereof:

If to the Company:	Comtech Telecommunications Corp. 68 South Service Road Melville, NY 11747
	Attention: Secretary
If to Kornberg:	At his home address appearing in the records of the Company.

13. If any provision of this Agreement shall be held for any reason to be unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.

14. This Agreement, including, without limitation, the provisions of this Paragraph 14, shall be binding upon and inure to the benefit of, and shall be deemed to refer with equal force and effect to, any corporate or other successor to the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or business of the Company. This Agreement shall not be assignable by the Company or any such successor, except to the corporate or other successor referred to in the preceding sentence. Kornberg may not assign, pledge or encumber his interest in this Agreement without the written consent of the Company. This Agreement shall be binding upon and inure to the benefit of Kornberg, his heirs and personal representatives. This Agreement constitutes the entire agreement by the Company and Kornberg with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between Kornberg and the Company with respect to the subject matter hereof, whether written or oral (including, without limitation, the Prior Agreement). This Agreement may be amended or modified only by a written instrument executed by Kornberg and the Company. This Agreement shall be construed and

8

enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.

15.   (a) The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b)  The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If Kornberg notifies the Company (with specificity as to the reason therefor) that Kornberg believes that any provision of this Agreement (or of any award of compensation) would cause Kornberg to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with Kornberg, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Kornberg and the Company of the applicable provision without violating the provisions of Code Section 409A.

(c)  Notwithstanding any provision to the contrary in this Agreement, payments to be made hereunder upon a termination of employment shall only be made upon a “separation from service,” as defined in Treasury Regulation § 1.409A-1(h) and, if Kornberg is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Paragraph, such payment or benefit shall be made or provided (subject to the last sentence of this Paragraph 15(c)) at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Kornberg, and (ii) the date of Kornberg’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 15(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Kornberg in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Kornberg that would not be required to be delayed if the premiums therefor were paid by Kornberg, Kornberg shall pay the full cost of the premiums for such welfare benefits during the Delay Period and the Company shall pay Kornberg an amount equal to the amount of such premiums paid by Kornberg during the Delay Period promptly after its conclusion.

(d)  Following the occurrence of a Change in Control, in the event that Kornberg becomes liable for any additional tax, interest or penalty under Code Section 409A or any damages resulting from the failure of the payments and benefits provided under this Agreement or any other arrangement between Kornberg and the Company to comply with Code Section 409A, Kornberg shall be entitled to receive an additional gross-up payment from the Company to fully indemnify him on an after-tax basis for the effect of such additional tax,

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interest, penalty or damages. Such additional gross-up payment shall be made within ninety days following the date on which Kornberg remits such additional tax, interest, penalty or damages.

(e)  Any expense reimbursement under Paragraph 4, 5(a), 7(b), 8(a)(iv) or 8(b) hereof shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by Kornberg, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

COMTECH TELECOMMUNICATIONS CORP.

By:  /s/ Robert G. Rouse
                             ——————————————————
                             Authorized Signatory

Approval of Chairman of the Compensation Committee of the Board of Directors
/s/ Ira Kaplan —————————————————	/s/ Fred Kornberg ———————————————————
	Fred Kornberg

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Exhibit A

General Release

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a “Releasing Party”), hereby release and forever discharge Comtech Telecommunications Corp. (the “Company”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a “Released Party”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the “Released Claims”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon the Company’s obligations, if any, to pay severance compensation pursuant to the Amended and Restated Employment Agreement between the undersigned and the Company, dated September 17, 2007 or the rights of the undersigned to enforce such obligations.

The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs.

I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to severance compensation, if any, payable to me pursuant to the Amended and Restated Employment Agreement between me and the Company, dated September 17, 2007; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date.

Dated: ______________________ ________________________________
Fred Kornberg  

A-1

EX-10.(B)

Exhibit 10(b)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated September 17, 2007 (this “Agreement”) between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and Robert G. Rouse (“Executive”).

WITNESSETH

WHEREAS, Executive is employed as a senior executive of the Company pursuant to an employment agreement dated as of June 2, 2003, as amended (the “Prior Agreement”). The Company and Executive now desire to enter into an amended and restated employment agreement on the terms and conditions set forth herein.

Accordingly, the Company and Executive hereby amend and restate the Prior Agreement to read in its entirety as follows:

1.    Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below and shall include the plural as well as the singular:

(a)  “Affiliate” shall mean any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, any other Person.

(b)  “Annual Base Salary” shall mean Executive’s annual base salary, as determined from time to time in accordance with Section 5(a) hereof.

(c)  “Cause” shall mean the termination of Executive’s employment with the Company for any of the reasons or causes set forth below:

(i)         willful misconduct, gross negligence, dishonesty, misappropriation, breach of fiduciary duty or fraud by Executive with regard to the Company or any of its assets or businesses;

(ii)         conviction of Executive or the pleading of nolocontendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or

(iii)        any material breach by Executive of the provisions of this Agreement which is not cured within thirty days after written notice to Executive of such breach from the Chief Executive Officer of the Company.

(d)  “Disability” shall mean the inability to perform substantially all of Executive’s duties in the capacity hereinafter set forth for a period of not less than 60 consecutive days or any 90 days in any six-month period.

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(e)  “Person” shall mean any individual, partnership, firm, trust, corporation or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company, such syndicate or group shall be deemed a “Person” for purposes of this Agreement.

2.    Employment. The Company hereby employs Executive in the capacity hereinafter set forth, and Executive accepts such employment, upon the terms and conditions herein set forth.

3.    Term. This Agreement shall be for a term commencing on August 1, 2007 and, except as otherwise provided in Sections 7, 8 and 9 hereof, terminating at the close of business on July 31, 2009 (the “Expiration Date”). The period during which Executive is employed by the Company pursuant to this Agreement is referred to hereafter as the “Term.” Except as otherwise specifically provided herein, if Executive remains employed by the Company following the Expiration Date, his employment with the Company shall be “at will.”

4.    Duties and Responsibilities. During the Term, Executive shall serve as and have the title of Executive Vice President and Chief Operating Officer of the Company, or such other equivalent or more senior positions and titles as the Board of Directors of the Company may determine. In serving in such capacities, he shall perform such duties and have such responsibilities, consistent with his executive position, as the Board of Directors of the Company and/or the Chief Executive Officer of the Company, may from time to time determine and assign to Executive. Executive shall perform his duties hereunder at the Company’s principal executive offices in Melville, New York or such other location within Long Island at which such offices may be located from time to time in the discretion of the Board of Directors, and shall travel as may be required from time to time in connection with the performance of his duties hereunder. During the Term, Executive agrees that he will (i) devote his full business time, attention, skill and efforts to the performance of his duties hereunder and (ii) generally promote the interests of the Company and its clients.

5.    Compensation. As compensation for services hereunder and in consideration of the covenants contained herein, during the Term, Executive shall be entitled to receive the following compensation:

(a)  Base Compensation. The Company shall pay Executive, in accordance with the Company’s normal payroll practices and subject to required withholding, an annual base salary (“Annual Base Salary”) during the Term at the rate per annum of $385,000 commencing on the date hereof. The Company’s Board of Directors may, in its sole discretion, increase the Annual Base Salary. Once increased, the Annual Base Salary may not be decreased without Executive’s prior written consent.

(b)  Incentive Compensation. Incentive compensation (“Incentive Compensation”) for each fiscal year in which any part of the Term falls in an amount equal to 1.0% of the Company’s Pre-Tax Income for each such fiscal year; provided, however, that (i) the amount payable under this Section 5(b) in respect of a complete fiscal year and paid at a time that Executive remains employed shall be reduced such that the amount, together with Annual Base Salary projected to be payable in that fiscal year, will equal $1 million (references to “Incentive Compensation” elsewhere in this Agreement refer to the amount calculated without regard to this

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reduction); and (ii) if the Term terminates earlier than at the end of a fiscal year, Incentive Compensation shall be based upon the Company’s Pre-Tax Income for the then current fiscal year through the most recent fiscal quarter ended prior to such termination. In addition, Executive may receive from time to time, in the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), additional incentive compensation, which may be intended to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, under the Company’s 2000 Stock Incentive Plan on such terms and conditions as determined by the Compensation Committee. For purposes of this Section 5(b):

(i)         The Company’s “Pre-Tax Income” for any fiscal year or period shall be the consolidated earnings of the Company and its subsidiaries for such fiscal year or period, as determined by the independent accounting firm employed by the Company as its regular auditors in accordance with generally accepted accounting principles applied on a consistent basis, before (A) any extraordinary item, (B) provision for federal, state or municipal income taxes thereon, (C) provision for any Incentive Compensation payable to Executive hereunder, (D) any write-off of in-process research and development acquired, (E) at the discretion of the Compensation Committee, any non-recurring items, (F) any amortization of intangibles relating to future acquisitions, and (G) any stock-based compensation expense before income tax benefit under SFAS 123(R).

(ii)         Incentive Compensation payable with respect to any fiscal year shall be paid in cash to Executive in the fiscal year following the fiscal year to which it relates promptly after completion of the Company’s audited year-end financial statements for such fiscal year (but in any event by the end of the following fiscal year) and at the same time as such Incentive Compensation is paid to the other most senior executive officers of the Company, or, for purposes of the proviso in Section 5(b), promptly after completion of the relevant unaudited quarterly statements, as the case may be.

6.    Other Compensation and Benefits. In addition to the compensation provided for under Section 5, during the Term, Executive shall be entitled to:

(a)  participate in all benefit, pension, retirement, savings, welfare and other employee benefit plans and policies in which members of the Company’s senior management generally are entitled to participate, in accordance with their respective terms as in effect from time to time;

(b)  receive all fringe benefits and perquisites generally maintained by the Company from time to time for members of senior management, including, without limitation, reimbursement for all reasonable, ordinary and necessary business and entertainment expenses incurred in the performance of his services hereunder, in accordance with the Company’s policies as in effect from time to time;

(c)  the accrual of vacation days at the rate of four weeks per annum in accordance with the Company’s policies as in effect from time to time; and

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(d)  annual reimbursement from the Company of the cost of premiums paid by Executive to secure such life insurance coverage on Executive’s life as Executive determines in his discretion; provided that the Company’s maximum annual reimbursement obligation under this Section 6(d) shall be capped based on the annual cost of a customary term life insurance policy with a maximum face amount of $1 million purchased for a five-year term for a non-smoker at the same age as Executive as of the date hereof, such cost to be determined within six months after the date hereof. This benefit is intended to be in addition to, and not in lieu of, any group life insurance coverage provided by the Company. (In addition to this insurance, the Company, in its discretion, and at its own cost and expense, may also obtain insurance covering Executive’s life in such amount as it considers advisable, and payable to the Company. Executive agrees to cooperate fully to enable the Company to obtain such insurance.)

7. Termination by the Company for Cause or Disability.

(a)  Subject to the provisions of this Agreement, the Company may immediately terminate Executive’s employment hereunder for Cause upon written notice of such termination, and Executive may voluntarily resign his employment with the Company either prior to a Change in Control or following a Change in Control in which no material diminution in his responsibilities occurs (as described in Section 9(b) hereof) upon ninety days advance written notice of such resignation, and in each such case the Company shall have no other liability or obligation to Executive hereunder except to pay to Executive, when otherwise due: (i) all accrued and unpaid Annual Base Salary to the date of termination and (ii) reimbursement of any unpaid business expenses.

(b)  In the event of Executive’s Disability, the Company may terminate Executive’s employment hereunder upon 30 days prior written notice, in which case the Company shall have no other liability or obligation to Executive hereunder except to pay to Executive (i) all accrued and unpaid Annual Base Salary to the date of termination, (ii) reimbursement of any unpaid business expenses, and (iii) subject to Section 21(c) hereof, any accrued but unpaid Incentive Compensation under Section 5(b) for the fiscal year preceding the fiscal year in which the termination occurs and/or for the then current fiscal year, pursuant to the proviso in Section 5(b) (the payments provided for under clauses (i), (ii), and (iii) of this Section 7(b) being collectively referred to as the “Accrued Obligations”).

8.    Death of Executive. In the event of Executive’s death, the Term of this Agreement shall terminate and the Company shall have no other liability or obligation to Executive hereunder other than to pay to Executive’s estate the Accrued Obligations.

9. Other Termination by Company.

(a)  Subject to Section 9(b), in the event the Company terminates Executive’s employment hereunder prior to the Expiration Date other than pursuant to Section 7 or 8 hereof, then Executive shall be entitled, subject to Section 12 hereof, to receive from the Company (i) the Accrued Obligations, (ii) continued medical and dental benefits coverage through the Expiration Date (but in no event longer than 18 months following termination of employment) and (iii) as severance compensation, subject to Section 21(c) hereof in the case of amounts in excess of the “Separation Pay Limit” (as defined in Section 21(c)) to the extent the Separation

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Pay Limit is applicable, continued payment of the Annual Base Salary (at the rate then in effect) through the Expiration Date (subject to applicable withholding), payable in accordance with the Company’s normal payroll practices; provided, however, that the Company’s obligations to pay severance compensation under this Section 9 shall terminate upon a material breach by Executive of his obligations under Section 10 hereof. Executive acknowledges and agrees that (i) the severance compensation provided under this Section 9 shall be in lieu of any other severance benefits to which Executive may otherwise be entitled, all rights to which Executive hereby irrevocably waives, and (ii) the failure of the Company to offer to continue Executive’s employment from and after the Expiration Date shall not entitle Executive to any severance compensation under this Agreement.

(b)  If the Company terminates Executive’s employment other than pursuant to Section 7 or 8 hereof or Executive terminates his employment due to a material diminution in his responsibilities that occurs prior to the Expiration Date, including, without limitation, due to Executive ceasing to be responsible for the operations of the subsidiaries and/or divisions of the Company that he was responsible for at the time of the Change in Control (as such term is defined in the Company’s 2000 Stock Incentive Plan), (provided, however, that any diminution resulting solely from the Company becoming privately held shall not be considered in determining whether a material diminution in responsibilities has occurred) and any such termination occurs within one year following the occurrence of a Change in Control, as so defined, whether any such termination occurs prior to or after the Expiration Date, then the Company shall pay and provide to Executive the amounts and benefits set forth in Section 9(a), provided that in lieu of the amounts of severance compensation provided in Section 9(a)(iii) hereof, the Company shall pay to the Executive within 30 days after the effective date of the termination, subject to Sections 12, 21(c) and 21(d) hereof, a lump sum equal to 299% of Executive’s Annual Base Salary at the rate then in effect.

(c)  In connection with a termination of Executive’s employment triggering payments and benefits under this Section 9, Executive shall have no further obligations hereunder and shall be under no duty to seek other employment or otherwise mitigate his damages, and no compensation or other payment from a third party shall reduce or offset his damages.

(d)  Notwithstanding any other provision of this Agreement, the amounts payable to Executive under Section 9(b) shall be equal to whichever of the following amounts shall result in the greater after-tax payment to Executive, after application of all federal, state and local taxes applicable to such payments:

(i)         the amount otherwise payable under Section 9(b) without regard to this Section 9(d); and

(ii)          the amount payable in subsection (i) above, reduced by the total amounts payable under Section 9(b) to the extent included as parachute payments under Section 280G(b)(2) of the Code, but only to the extent such amounts included as parachute payments exceed 299% of the Executive’s “Base Amount,” as defined in Section 280G(b)(3)(A) and (d)(1) and (2) of the Code.

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The calculation of after-tax payments under this Section 9(d) shall be made by independent public accountants selected by Executive and consented to by the Company, which consent shall not be unreasonably withheld or delayed. The fees and expenses of such accountants shall be borne by the Company.

10. Non-Competition; Non-Solicitation; Inventions; Confidential Information.

(a)  Executive acknowledges that his services hereunder are of a special and unique nature and his position with the Company places him in a position of confidence and trust with clients and employees of the Company. Therefore, and in consideration of the Company’s performance of its covenants and agreements under this Agreement, Executive will not at any time during his employment with the Company and for a period of one year thereafter (the “Restrictive Period”), directly or indirectly, engage in any business (as an owner, joint venturer, partner, stockholder, director, officer, consultant, agent or otherwise, other than as the owner of less than 1% of the outstanding class of a publicly traded security) that directly competes with the Company in the telecommunications transmission, RF microwave amplifiers or mobile data communications services market areas.

(b)  Executive agrees that he will not (except on behalf of the Company during his employment with the Company), during the Restrictive Period, employ or retain, solicit the employment or retention of, or knowingly cause or encourage any entity to retain or solicit the employment or retention of, any person who is or was an employee of the Company at any time during the period commencing 12 months prior to the termination of Executive’s employment with the Company. After termination of Executive’s employment with the Company: (i) Executive will refrain from disparaging, whether orally, in writing or in other media, the Company, its Affiliates, the officers, directors and employees of each of them, and the products and services of each of them, and (ii) the Company will not disparage Executive or otherwise comment upon the employment performance of Executive other than as may be required by law or as requested by Executive.

(c)  Any discovery, design, invention or improvement (whether or not patentable) that Executive develops during his employment with the Company (whether or not during his regular working hours or on the Company’s premises) and that is related to the Company’s business or operations as then conducted or contemplated, shall belong solely to the Company and shall be promptly disclosed to the Company. During the period of his employment with the Company and thereafter, Executive shall, without additional compensation, execute and deliver to the Company any instruments of transfer and take any other action that the Company may reasonably request to carry out the provisions of this Section, including executing and filing, at the Company’s expense, patent and/or copyright applications and assignments of such applications to the Company.

(d)  Executive will not at any time, directly or indirectly, without the Company’s prior written consent, disclose to any third party or use (except as authorized in the regular course of the Company’s business or in the Executive’s performance of his responsibilities as the Company’s Executive Vice President and Chief Operating Officer) any confidential, proprietary or trade secret information that was either acquired by him during his employment with the Company or thereafter, including, without limitation, sales and marketing information,

Page 6 of 12

information relating to existing or prospective customers and markets, business opportunities, and financial, technical and other data (collectively, the “Confidential Information”). After termination of Executive’s employment with the Company for any reason and upon the written request of the Company, Executive shall promptly return to the Company all originals and/or copies of written or recorded material (regardless of the medium) containing or reflecting any Confidential Information and shall promptly confirm in writing to the Company that such action has been taken. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (i) information that is already in the public domain at the time of its disclosure to Executive; (ii) information that, after its disclosure to Executive, becomes part of the public domain by publication or otherwise other than through Executive’s act; and (iii) information that Executive received from a third party having the right to make such disclosure without restriction on disclosure or use thereof.

11.  Specific Performance. Executive acknowledges that, in view of the nature of the Company’s business, the restrictions contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company and its Affiliates and that any violation of such restrictions will result in irreparable injury to the Company for which money damages will not be an adequate remedy. Accordingly, Executive agrees that, in addition to such money damages, he may be restrained and enjoined from any continuing breach of such covenants without any bond or other security being required by any court. In the event of a material violation by Executive of any provision of Section 10 hereof, any severance compensation previously paid to Executive hereunder or otherwise (other than $1,000) shall be immediately repaid to the Company. If any restriction contained in this Agreement shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated thereby.

12.  General Release of the Company. In consideration of the payments and other undertakings set forth herein, Executive acknowledges that upon the termination of his employment with the Company, the execution of a release, in substantially the form attached hereto as Exhibit A, is an express condition to his right to receive severance compensation pursuant to Section 9 hereof in the event such Section is applicable.

13.  Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, or sent by certified mail, return receipt requested, by Federal Express, Express Mail or similar overnight delivery or courier service, or by telecopy. Notice to Executive shall be delivered to his home address appearing in the records of the Company, and notice to the Company shall be sent as follows:

c/o Comtech Telecommunications Corp.

68 South Service Road

Melville, Long Island, NY 11747

Attention: Fred Kornberg

Any notice given by certified mail shall be deemed given five days after the time of certification thereof. Any notice given by other means permitted hereby will be deemed given at the time of

Page 7 of 12

receipt thereof. Either party may by notice given in accordance herewith to the other party, designate another address or person for receipt of notices hereunder.

14.  Successors, Binding Agreement. Neither party may assign this Agreement; provided, however, this Agreement and the rights of the Company hereunder may be assigned, without the consent of Executive, to any purchaser or other transferee of all or substantially all of the business and/or assets of the Company. The Company shall require any such transferee to expressly assume and agree, in a written instrument in form and substance satisfactory to Executive and his counsel, to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors permitted assigns, heirs and representatives.

15.  Separability. If any provisions of this Agreement shall be declared invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

16.  Waiver. The rights of each party hereunder may be waived only by a writing signed by the waiving party giving such waiver expressly setting forth the rights so waived and the matters as to which they are so waived, and any such waiver shall be limited to the matters expressly set forth in such writing. No failure or delay of any party hereto in enforcing any of its rights hereunder at any time shall constitute or evidence any waiver of such rights.

17.  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together will constitute one document.

18.  Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to be of any substance.

19.  Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters (including, without limitation, the Prior Agreement). This Agreement may not be amended, modified, or supplemented in any respect except by a subsequent written agreement entered into by both parties.

20.  Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.

21. Tax Matters.

(a)  The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b)  The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If Executive

Page 8 of 12

notifies the Company (with specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation) would cause Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A.

(c)  Notwithstanding any provision to the contrary in this Agreement, payments to be made hereunder upon a termination of employment shall only be made upon a “separation from service,” as defined in Treasury Regulation § 1.409A-1(h) and, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 21(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the “Separation Pay Limit” shall mean, two (2) times the lesser of (i) the Executive’s annualized compensation based on his annual rate of pay for the taxable year of the Executive preceding the taxable year in which the Executive has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive incurs a “separation from service.”

(d)  Notwithstanding any other provision of this Agreement to the contrary, to the extent that (i) any amount becomes payable pursuant to Section 9(b) upon a Change in Control of the Company that is a complete liquidation of the Company (as described in Section 14.2(d) of the Company’s 2000 Stock Incentive Plan) or is otherwise not a change in control event (within the meaning of Code Section 409A), and (ii) such amount (or a portion thereof) is also an amount that would have been payable pursuant to Section 9(a) under the circumstances specified in said Section 9(a), then such amount shall be paid at the same time or times and in the same manner as provided under Section 9(a) even though such amount is being paid pursuant to Section 9(b), and any additional amount payable under Section 9(b) shall be paid in accordance with the provisions of Section 9(b).

(e)  Following the occurrence of a Change in Control, in the event that Executive becomes liable for any additional tax, interest or penalty under Code Section 409A or any damages resulting from the failure of the payments and benefits provided under this Agreement or any other arrangement between Executive and the Company to comply with Code Section 409A, Executive shall be entitled to receive an additional gross-up payment from the Company to fully indemnify him on an after-tax basis for the effect of such additional tax, interest, penalty

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or damages. Such additional gross-up payment shall be made within ninety days following the date on which Executive remits such additional tax, interest, penalty or damages.

(f)   Any expense reimbursement under Section 6(b) or 6(d) hereof shall be made on or before the last day of the taxable year following the taxable year in which such expense was incurred by Executive, and no such reimbursement or the amount of expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

COMTECH TELECOMMUNICATIONS CORP.

By: /s/ Fred Kornberg
      —————————————————

Authorized Signatory


EXECUTIVE:



     /s/ Robert G. Rouse     —————————————————

     Name:    Robert G. Rouse

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Exhibit A

General Release

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a “Releasing Party”), hereby release and forever discharge Comtech Telecommunications Corp. (the “Company”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a “Released Party”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the “Released Claims”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon the Company’s obligations, if any, to pay severance compensation pursuant to the Amended and Restated Employment Agreement between the undersigned and the Company, dated September 17, 2007 or the rights of the undersigned to enforce such obligations.

The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys’ fees and costs.

I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to severance compensation, if any, payable to me pursuant to the Amended and Restated Employment Agreement between me and the Company, dated September 17, 2007; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date.

Dated:____________________ __________________________________________
Robert G. Rouse

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EX-10.(C)

Exhibit 10(c)

CHANGE-IN-CONTROL AGREEMENT

 Dated September 18, 2007

PERSONAL AND CONFIDENTIAL

«First_Name» «Last_Name»

«Job_Title»

«Company»

Dear «First_Name»:

Comtech Telecommunications Corp. (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accordingly, you and the Company agree as follows:

1. Term of Agreement and Protected Period.

(a)            Term of Agreement. The period during which this Agreement shall be in effect (the “Term”) shall be the period August 1, 2007 through the close of business on July 31, 2009; provided, however, that the Term shall be automatically renewed for successive one-year periods unless either party hereto gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then current Term; and providedfurther, that if a Change in Control has occurred prior to expiration of the then current Term, the Term shall continue until the later of (i) the expiration of such then current Term, and (ii) the date that is twelve (12) months after such occurrence of a Change in Control.

(b)            Protected Period. The “Protected Period” is the period from the time of occurrence of a Change in Control until the date that is twelve (12) months after such occurrence of a Change in Control. Notwithstanding the preceding sentence, the introductory text to Section 3 provides that certain events occurring before a Change in Control shall be deemed to have occurred during the Protected Period.

2. Change in Control.

“Change in Control” shall mean the occurrence during the Term of a Change in Control as defined in Section 14.2 of the 2000 Stock Incentive Plan, as such Plan may be amended from time to time.

3. Termination and Resulting Compensation.

The Agreement provides no compensation or benefits in connection with Terminations which occur at times other than during the Protected Period, except that, if you are Terminated within 30 days prior to a Change in Control by the Company without Cause at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control, or if you Terminate with Good Reason prior to a Change in Control (treating the entry by such a Person into such an agreement as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person, then your Termination shall be deemed to have been during the Protected Period and following a Change in Control and shall qualify for the compensation specified in Section 3(b).

(a)            Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death, and Failure to Perform Duties Due to Disability. If during the Protected Period you are Terminated by the Company for Cause, you voluntarily Terminate without Good Reason, Termination occurs due to your death, or Termination results from your failure to perform your duties with the Company due to a disability, the Company will have no obligation to pay any compensation or benefits to you under this Agreement.

(b)           Terminations Triggering Severance Compensation. In lieu of any other severance compensation to which you may otherwise be entitled under any plan, program, policy or arrangement of the Company or any subsidiary, entitlement to which you hereby expressly waive, the Company will pay you the payments described in this Section 3(b) (the “Severance Payments”) upon Termination during the Protected Period and during the Term, unless such termination is (A) by the Company for Cause, (B) by reason of death, (C) due to your failure to perform your duties with the Company due to disability (for which you qualify for disability benefits), or (D) by you without Good Reason. The compensation provided under this Section 3(b) are as follows:

(i) The Company will pay you a lump sum severance payment, in cash, equal to one-twelfth of your annual base salary times the number of months (including fractional months) remaining until the date 18 months after the Change in Control, but not less than 12 (so, for example, such a Termination at the date of a Change in Control would result in payment of 18 months’ salary, and such a Termination between six and 12 months after the Change in Control would result in payment of 12 months’ salary). For this purpose, your annual salary will be the greater of your annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or your annual base salary in effect immediately prior to the Change in Control. 

(ii) Your stock options and other equity awards shall be governed by the terms of the applicable plans and award agreements.

Nothing in this Section 3 is intended to affect in any way any bonus or other cash incentive compensation with respect to which you are entitled to payment as of the date of such Termination.

(c)            Excise Tax and Related Provisions . Other provisions of this agreement notwithstanding, the amounts payable to you under Section 3(b)(i) shall be equal to whichever of

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the following amounts shall result in the greater after-tax payment to you, after application of all federal, state and local taxes applicable to such payments:

(i)	The amount otherwise payable under Section 3(b)(i) without regard to this Section 3(c); and
(ii)	The amount payable in (i) above reduced by the total amounts payable under Section 3(b)(i) to the extent included as parachute payments under Section 280G(b)(2) of the Code, but only to the extent such amounts included as parachute payments exceed one dollar less than 300% of your “Base Amount,” as defined in Section 280G(b)(3)(A) and (d)(1) and (2) of the Code.

The calculation of after-tax payments under this Section 3(c) shall be made by independent public accountants selected by the Company subject to your consent, which consent shall not be unreasonably withheld or delayed. The fees and expenses of such accountants shall be borne by the Company.

(d)            Time of Payment. The Company’s obligation to make the payments provided for in Section 3(b)(i) shall be subject to your execution of a release, in the form attached as Exhibit A, which you have not revoked by the end of any applicable revocation period. At the end of such revocation period (not later than 45 days after your Termination), the Company shall pay the amount specified in Section 3(b)(i) in a lump sum. For purposes of compliance with Section 409A of the Internal Revenue Code, it is intended that the payment under Section 3(b)(i) be deemed first to be a short-term deferral under Treasury Regulation § 1.409A-1(b)(4) and then to be separation pay excluded from being a deferral of compensation to the extent provided under Treasury Regulation §1.409A-1(b)(9)(iii). If, however, (i) for any reason all or any portion of such payment is deemed to be a non-excluded deferral of compensation under Treasury Regulation §1.409A-1(b), and (ii) any of the Company’s stock is publicly traded on an established securities market or otherwise, and (iii) you are a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), then the affected portion of such payment shall be made on the first business day that is on or after the date that is six months after the date of your separation from service. Likewise, if any other payment or benefit under this Agreement would be subject to a tax penalty under Code Section 409A, such payment or benefit will be payable to you only at the date specified in the preceding sentence if such delay would avoid such tax penalty to you.

(e)            Notice. During the Protected Period, any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto.

(f)            Certain Definitions. Except as otherwise indicated in this Agreement, all definitions in this Section 3(f) shall be applicable during the Protected Period only.

(i) Cause. “Cause” for Termination by the Company of your employment, during the Protected Period, shall mean (A) willful misconduct, dishonesty, misappropriation, breach of fiduciary duty or fraud by you with regard to the Company or any of its assets or businesses; (B) your conviction or your pleading of nolocontendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or (C) any material breach by you of the provisions of this Agreement which is not

3

cured within 30 days after written notice to you of such breach from the Board of Directors of the Company.

(ii) Date of Termination. “Date of Termination” shall mean the date specified in the Notice of Termination which, in the case of a Termination by the Company (other than a Termination for Cause), shall not be less than 30 days from the date such Notice of Termination is given and, in the case of a Termination by you, shall not be less than 30 nor more than 60 days from the date such Notice of Termination is given.

(iii) Good Reason. “Good Reason” for Termination of your employment will mean the occurrence, without your written consent, of any one of the following, provided that you have given Notice of Termination to the Company within 90 days after the initial existence of the condition giving rise to your asserted Good Reason, and the Company has failed to fully correct the Good Reason by the date of your Termination specified in the Notice of Termination (such correction by the Company having the effect of canceling such Notice and the resulting Termination), and your separation from service occurs within one year after the initial existence of circumstances constituting Good Reason:

(A) the assignment to you of any duties inconsistent in any substantial respect with your position, authority or responsibilities immediately prior to the occurrence of the Change in Control or any other substantial adverse change in such position, including authority or responsibilities;

(B) a reduction by the Company in your annual base salary in effect immediately prior to the Change in Control and as such base salary thereafter may have been increased; or

(C) the relocation of the principal place of your employment to a location more than fifty (50) miles from the location of such place of employment on the date of this Agreement; except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control.

(iv) Notice of Termination. “Notice of Termination” shall mean notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(v) Termination. “Termination” means an event by which your employment relationship with the Company and all subsidiaries has ended, provided that a Termination will occur no earlier than the time at which you have had a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h).

4. Mitigation.

You will not be required to mitigate the amount of payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of payments provided for under this Agreement be reduced by any compensation earned by you as the result of

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employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

5.             Covenants for Protection of Company’s Business. In consideration for the payments and benefits provided by the Company under this Agreement, by your execution of this agreement you agree as follows:

(i)

You agree that you will not (except on behalf of the Company) during your employment with the Company and during the period of 12 months thereafter (the "Restrictive Period") employ or retain, solicit the employment or retention of, or knowingly cause or encourage any entity to retain or solicit the employment or retention of, any person who is an employee of the Company or was an employee of the Company at any time during the period commencing 12 months prior to the termination of your employment with the Company. After your Termination of Employment: (A) You will refrain from disparaging, whether orally, in writing or in other media, the Company, its affiliates, the officers, directors and employees of each of them, and the products and services of each of them, and (B) the Company will not disparage you or otherwise comment upon your employment performance other than as may be required by law or as requested by you.

(ii)

You will not at any time, directly or indirectly, without the Company’s prior written consent, disclose to any third party or use (except as authorized in the regular course of the Company’s business or in your performance of your responsibilities for the Company) any confidential, proprietary or trade secret information that was either acquired by you during your employment with the Company or thereafter, including, without limitation, sales and marketing information, information relating to existing or prospective customers and markets, business opportunities, and financial, technical and other data (collectively, the "Confidential Information"). After termination of your employment with the Company for any reason and upon the written request of the Company, you shall promptly return to the Company all originals and/or copies of written or recorded material (regardless of the medium) containing or reflecting any Confidential Information and shall promptly confirm in writing to the Company that such action has been taken. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (A) Information that is already in the public domain at the time of its disclosure to you; (B) Information that, after its disclosure to you, becomes part of the public domain by publication or otherwise other than through your act; and (C) Information that you received from a third party having the right to make such disclosure without restriction on disclosure or use thereof.

 6. Miscellaneous.

(a)           Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

5

(b)          Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of your death, all amounts otherwise payable to you hereunder shall, unless otherwise provided herein, be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

(c)           Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (i) personally delivered or (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Chief Executive Officer of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

(d)           Modifications. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.

(e)          Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

(f)            Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.

(g)           Surviving Obligations. The obligations of the Company and your obligations under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

(h)           Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(i)            Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(j)            Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the Term supersedes the provisions of all prior agreements (including any prior Change in Control Agreement between the parties), promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereof with respect to the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either

6

party which are not expressly set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement, the procedural provisions of this Agreement shall apply to all benefits payable as a result of a Change in Control (or other change in control) under any employee benefit plan, agreement, program, policy or arrangement of the Company.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

COMTECH TELECOMMUNICATIONS CORP.


By: ________________________________
         [Name]
[Title]

Agreed to this  18^th day

of September, 2007.

«First_Name» «Last_Name»

7

Exhibit A

General Release

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for myself and my successors, assigns, heirs and representatives (each, a “Releasing Party”), hereby release and forever discharge Comtech Telecommunications Corp. (the “Company”), its stockholders, officers, directors, employees, agents and attorneys, and their respective successors, assigns, heirs and representatives (each, a “Released Party”), individually and collectively, from any and all claims, demands, causes of action, liabilities or obligations, known or unknown, pending or not pending, liquidated or not liquidated, of every kind and nature whatsoever (collectively, the “Released Claims”) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon the Company’s obligations, if any, to pay severance compensation pursuant to the Change in Control Agreement between the undersigned and the Company, dated September 18, 2007 (the “CIC Agreement”) or the rights of the undersigned to enforce such obligations.

The Released Claims include, without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to time, (b) all claims for back pay, lost benefits, reinstatement, liquidated damages, punitive damages, and damages on account of any alleged personal, physical or emotional injury, and (c) all claims for attorneys' fees and costs.

I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (a) my waiver and release specified herein does not apply to any rights or claims that may arise after the date I sign this General Release or my rights with respect to severance compensation, if any, payable to me pursuant to the CiC Agreement; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and (e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date.

Dated:____________________ __________________________________________

8

EX-10.(J)

Exhibit 10(j)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS        OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 AND 30

1. REQUISITION NUMBER

PAGE 1 OF 31

2. CONTRACT NO.  W91QUZ-07-D-0018

3. AWARD EFFECTIVE DATE  31-Aug-2007

4. ORDER NUMBER

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

7. FOR SOLICITATION INFORMATION CALL

a NAME

b. TELEPHONE NUMBER (No Collect Calls)

8. OFFER DUE DATE/LOCAL TIME

9. ISSUED BY

CODE

W91QUZ

10. THIS ACQUISITION IS

11. DELIVERY FOR FOB

12. DISCOUNT TERMS

ARMY CONTRACTING AGENCY-ITEC 4  2461 EISENHOWER AVE

x

UNRESTRICTED

DESTINATION UNLESS

Net 30

o

SET ASIDE:              % FOR

BLOCK IS MARKED

ALEXANDRIA VA 22331-1700

o

SMALL BUSINESS

o

SEE SCHEDULE

o

HUBZONE SMALL BUSINESS

o

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

o

8 (A)

13b. RATING

TEL:

NAICS: 334220

14. METHOD OF SOLICITATION

FAX:

SIZE STANDARD: 750

o

RFO

o

IFB

o

RFP

15. DELIVERY TO

CODE

16. ADMINISTERED BY

CODE

SEE SCHEDULE

SEE ITEM 9

17a. CONTRACTOR/OFFEROR

CODE

04NA3

18a. PAYMENT WILL BE MADE BY

CODE

HQ0338

COMTECH MOBILE DATACOM CORP  20430 CENTURY BOULEVARD  GERMANTOWN MD 20874

DFAS-CO/SOUTH ENTITLEMENT OPERATIONS  P.O. BOX 182264  COLUMBUS OH 43218-2264

FACILITY   CODE

TEL

o

17b. CHECK IF REMITTANCE IS OFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK  BELOW IS CHECKED   SEE ADDENDUM o

19. ITEM NO.

20. SCHEDULE SUPPLIES/ SERVICES

21. QUANTITY

22. UNIT

23. UNIT PRICE

24. AMOUNT

SEE SCHEDULE

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

See Schedule

o

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1 52.212-4, FAR 52.212-3. 52.212-5 ARE ATTACHED

ADDENDA

o

ARE

o

ARE NOT ATTACHED

o

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

ADDENDA

o

ARE

o

ARE NOT ATTACHED

28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 0 COPIES

29.

AWARD OF CONTRACT: REFERENCE CMDC Proposals - see summary

o

TO ISSUING OFFICE, CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

x

OFFER DATED          . YOUR OFFER ON           SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: SEE SCHEDULE

30a.

SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA   (SIGNATURE OF CONTRACTING OFFICER)

31c. DATE SIGNED

8-31-07

30b.

NAME AND TITLE OF SIGNER

30c. DATE SIGNED

31b.  NAME OF CONTRACTING OFFICER       (TYPE OR PRINT)

(TYPE OR PRINT)

Sharyn M. Timms

Daniel S. Wood

8-31-07

TEL: 703-325-6172         EMAIL:

President

AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV 4/2002) Prescribed by GSA FAR (48 CFR) 53.212

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS (CONTINUED)

PAGE 2 OF 31

19. ITEM NO.

20. SCHEDULE OF SUPPLIES/SERVICES

21. QUANTITY

22. UNIT

23. UNIT PRICE

24. AMOUNT

SEE SCHEDULE

32a. QUANTITY IN COLUMN 21 HAS BEEN

o

RECEIVED

o

INSPECTED

o

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

_________________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

37. CHECK NUMBER

PARTIAL

FINAL

o

COMPLETE

o

PARTIAL

o

FINAL

38. S/R ACCOUNT NUMBER

39. S/R VOUCHER NUMBER

40. PAID BY

41a.I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

AUTHORIZED FOR LOCAL REPRODUCTION
PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV 4/2002) BACK
Prescribed by GSA
FAR (48CFR) 53.212

W91QUZ-07-D-0018

Page 3 of 31

Section SF 1449 - CONTINUATION SHEET

CONTRACT SUMMARY

PART I.a: CONTINUATION OF SF FORM 1449

PART	DESCRIPTION		FILE
	PART I: SF 1449
SF1449	Solicitation/Contract/Order for Commercial Items Cover Sheet		1449.doc
I.a	Continuation of SF 1449		l a. doc
I.b	Schedule - Contract Line Item Number (CLIN) List		l b.xls
	PART II: CLAUSES
II.a	FAR Clause 52.212-4 and Addenda, Contract Terms and Conditions — Commercial Items		2.a-b-c.doc
II.b	FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders — Commercial Items		2.a-b-c.doc
II.c	DFARS Clause 252.212-7001, Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items and DFARS Clause 252.227-7013, Rights in Technical Data – Non-Commercial Items		2.a-b-c.doc
	PART III: ATTACHMENTS
III.a	MTS Statement of Work and Specification		3.a.doc
	Appendix I:	Applicable Documents
	Appendix II:	Definitions
	Appendix III:	Equipment Specification
III.b	DD Form 254, DoD Contract Security Classification Specification
III.c	Subcontracting Plan
III.d	Contractor Proposal

W91QUZ-07-D-0018

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BLOCK 6, SOLICITATION ISSUE DATE: N/A

BLOCK 8, OFFEROR DUE DATE/LOCAL TIME: N/A

BLOCK 9: This is an indefinite-delivery/indefinite-quantity (ID/IQ) contract with centralized ordering. The ordering office is identified at Block 9 on the face of the SF 1449.

BLOCK 10, NAICS CODE 334220, SIZE STANDARD: 750

BLOCK 11: Delivery of the supplies shall be in accordance with FAR Clause 52.247-35, FOB Destination, Within Consignee’s Premises, and FAR Clause 52.247-48, FOB Destination – Evidence of Shipment.

BLOCK 13a and b: DPAS Rating is DOA3

BLOCK 15, DELIVERY REQUIREMENTS: Supplies/services shall be delivered within the timeframes set forth in the respective delivery orders. Orders shall be considered received on the date they are transmitted electronically via e-mail or fax.

BLOCK 16, ADMINISTERED BY:

DCMA Maryland           DODAAC: S2101A
ATTN: ETOP
217 East Redwood Street      Suite 1800
Baltimore, MD 21202

Secondary Delegation (for Inspection and Acceptance of supplies):

DCMA Huntsville           DODAAC: S0107A
Bldg 4505 Suite 301
Martin Road
Redstone Arsenal, AL 35898-0001

BLOCK 17b - REMITTANCE ADDRESS:
Comtech Mobile Datacom Corporation
20430 Century Blvd
Germantown, MD 20874

EFT ADDRESS:
Financial Institution:
ABA Routing Number:
Account Number:
Type of Account: Checking

BLOCK 18.a - PAYMENT SHALL BE MADE BY:

DFAS South Entitlement           DODAAC: HQ0338
P.O Box 182264
Columbus. OH 43218-2264

BLOCKS 19 THROUGH 24 - SCHEDULE OF SUPPLIES/SERVICES:

W91QUZ-07-D-0018

Page 5 of 31

(a) This is an ID/IQ contract with firm-fixed price (FFP) contract line item numbers (CLINs). The purpose of the acquisition is to acquire commercially available equipment and services to provide a worldwide two-way data communication and Global Positioning Satellite (GPS) based geo-location capability between handheld units, mobile units mounted in vehicles, and computer based control stations which send and receive data as well as display other users’ GPS location.

(b) The Government guarantees to place as a minimum, orders with an aggregate total of at least $100,000. The aggregate total of delivery orders issued under this contract shall not exceed $605,097,000.00 i.e., the contract ceiling.

(c) The Contract Period of Performance is from 1 September 2007 through 12 July 2008, with two option years from 13 July 2008 through 12 July 2009; and from 12 July 2009 through 13 July 2010.

(d) The CLIN List is under the Schedule Section of this contract. The CLINs are divided into three series:

SERIES	DESCRIPTION
0xxx Series	Base Ordering Period CLINs
1xxx Series	First Option Period CLINs
2xxx Series	Second Option Period CLINs

(e) The following is a summary of the CLINs.

CLIN	DESCRIPTION
x00l	Mobile Unit V1
x002	Mobile Unit V1 Sub-Units
x003	Mobile Unit V1 Replaceable Items
x004	Mobile Unit V1, Commercial Manual
x005	Mobile Unit V1, MTS Manual and Training Materials
x006	Mobile Unit V2
x007	Mobile Unit V2 Sub-Unit
x008	Mobile Unit V2 Replaceable Items
x009	Reserved
x010	Mobile Unit V2, MTS Manual
x011	Control Station
x012	Control Station Sub-Units
x013	Control Station Replaceable Items
x014	Maintainer Manuals
x015	MTS Plus End User Manual/MUV2 and Control Station
x016	Monthly Project Status Report
x017	Quarterly Logistics and Maintenance Report
x018	Worldwide Web Site
x019	Technical Support Services
x020	Satellite Air Time
x021	Maintenance
x022	Other Direct Expenses
x023	A-Kits
x024	A-Kit Replaceable Items - Cables
x025	Reserved
x026	Program Management
x027	Camoflauge Covers
x028	Mobile Terminal Transceiver Satellite Modems
x029	Reserved
x030	Reserved
x031	A-Kit Replaceable Items - Cradle and RAM Ball Mount

W91QUZ-07-D-0018

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x032	A-Kit Replaceable Items - Antenna Mounts
x033	A-Kit Replaceable Items — Power Supply
x034	A-Kit Replaceable Items — Bulkhead Connector
x035	A-Kit Replaceable Items — Ground Straps
x036	A-Kit Replaceable Items — Mounting Hardware
x037	A-Kit Replaceable Items — Cl Cables
x038	A-Kit Replaceable Items — C2 Cables
x039	A-Kit Replaceable Items — C3 Cables
x040	A-Kit Replaceable Items — C4 Cables
x041	A-Kit Replaceable Items — PLGR Box
x042	Reserved
x043	A-Kit Replaceable Items — Y Interconnect Cables

BLOCK 25 - ACCOUNTING AND APPROPRIATION DATA:

(a) The Accounting and Appropriation Data for this contract is as follows:

Appropriation Data	Previous Obligation		Increase/ Decrease		Current Obligation
2172035 000005T5TO1 51108309007 31EG		-0-	$	100,000	$	100,000
125TOL W91017H7227NMG 5COL 035052

(b) The aforementioned funds are obligated under CLIN 0001 to cover the minimum guaranteed quantity (as set forth in paragraph b of Blocks 19 through 24). The contractor is not authorized to submit an invoice for this amount at this time. These funds, or any portion of these funds, may either be used to fund a future delivery order(s), or shall be de-obligated once the minimum guaranteed quantity is ordered under the contract.

(c) Accounting and Appropriation Data for each delivery order shall be identified on the respective delivery order.

BLOCK 29 — Award of Contract — CMDC Proposal 0 and Appendices I, II and III dated July 31, 2007, as modified by Revised Proposal 1 and Appendices I, II, III, IV and V dated August 22, 2007, as modified by Revised Proposal 2 dated August 28, 2007 with Appendices I, II, III, IV, and V are accepted and hereby incorporated into the contract.

GOVERNMENT POINTS OF CONTACT FOR CONTRACTUAL ACTIONS:

Sharyn Timms	sharyn.timms@us.army.mil	(703) 325-6172
Bebe. housen	bebe.housen@us.army.mil	(703) 325-3310

END OF PART 1. A

W91QUZ-07-D-0018

Page 7 of 31

In accordance with FAR 12.302, Tailoring of Provisions and Clauses for the Acquisition of Commercial Items, FAR Clause 52.212-4 is tailored as follows to reflect special contract terms and conditions that are unique for this contract. This tailored clause supersedes the version of FAR Clause 52.212- 4 that was incorporated by reference into the contract.

Part II.a
FAR CLAUSE 52.212-4 AND ADDENDA
CONTRACT TERMS AND CONDITIONS --COMMERCIAL ITEMS
(FEB 2007)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights —

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required
elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

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(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

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

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

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

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

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

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

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

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

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

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

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

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

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

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

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

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(10) Contractor proposal.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

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

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

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

(u) Only New Equipment and Reconditioned Parts. Only new equipment shall be delivered under this contract. The Contracting Officer will not grant approval for used or reconditioned equipment. Components of such

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equipment may be reconditioned provided such components are drawn from stockage which does not differentiate between new and reconditioned components.

(v) Alternative Sourcing.

          (1) An alternative source is another means of supply for a functionally equivalent item for an existing proposed item. Alternative sourcing is a post-award contract activity. Alternative sources will not be considered during the pre-award phase of the contract. It is a means of enabling contractors to overcome market conditions beyond their control.

(2) When an alternate source is proposed, the contractor shall complete the certification found at the end of this provision that the proposed alternate item is equal or better in functionality and performance than the existing proposed item. Acceptability of proposed alternative sources is at the sole discretion of the Contracting Officer and no delivery of items from an alternative source will be allowed without formal modification to the contract.

(3) Normally, the pricing for alternative-sourced items will be the same as the original proposed item for which an alternative source is proposed. However, a downward price adjustment may be required at the time of alternative sourcing if the pricing for the item is no longer comparative to concurrent “street pricing”. However, all sources for any one given CLIN/sub-CLIN will be priced the same in the resulting contract modification.

(4) Delivery orders may state a preferred source for an item. However, it will be at the discretion of the contractor which item will be shipped. Also, the contractor shall not mix sources for a given CLIN/sub-CLIN on the individual delivery orders.

(5) Prior to accepting an alternative-source proposal, the Government may require the Contractor to conduct a Government-witnessed demonstration to validate that the proposed product(s) are capable of performing in a manner equal to or better than the existing product.

ALTERNATIVE SOURCE CERTIFICATION

Except as expressly identified in writing as part of the alternative-source proposal, I,___________________, represent that the additional item offered as an alternative source for an existing item provided under the contract (each identified below) is equal to or better in functionality and performance than the existing item, and that it satisfies all of the requirements set forth in Part III.a of the contract

EXISTING ITEM		ALTERNATIVE SOURCE ITEM
	Signature:
	Date:

(w) Licenses.

(1) Software and software documentation delivered under this contract shall be subject to the terms of this clause and the governing commercial product license, to the extent the latter is consistent with Federal law and FAR 12.212. Notwithstanding the foregoing, the commercial product license shall apply only if a copy of the license is provided with the delivered product. In the event of conflict between this clause and the commercial software product license, this clause shall govern.

(2) All software shall be licensed and priced for use on a single computer or for use on any computer at a particular site. The Government shall pay the charge set forth in Part 1.b for each copy of the software which the Government acquires.

(3) The license shall be in the name of the U. S. Government.

(4) The license shall be perpetual (also referred to as a nonexclusive, paid-up, world-wide license).

(5) Software and software documentation shall be provided with license rights no less than rights provided with the software and the software documentation when sold to the public.

(6) The license shall apply to any software changes or new releases.

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(x) Continued Performance.

(1) The requirements of this contract have been identified by the U. S. Government as being essential to the mission and operational readiness of the U. S. Army operating world-wide. Therefore, the contractor may be required to perform this contract during crisis situations, including war or a state of emergency, subject to the requirements and this provision.

(2) The contractor shall be responsible for performing all requirements of this contract notwithstanding a crisis situation including the existence of any state of war, whether declared or undeclared, or state of emergency, by the United States or the host nation, commencement of hostilities, internal strife, rioting, civil disturbances, or activities of any type which would endanger the welfare and security of U. S. Forces in the host nation. Failure by the contractor to perform may subject the contractor to a termination of this contract for cause. If a crisis situation is determined, an equitable adjustment will be negotiated.

(3) Crisis situations shall be determined by the overseas theater Commander-In-Chief or when Defense Readiness Condition (DEFCON) Three (3) is declared for that area.

(4) Contractor personnel and dependents may be integrated into Government contingency plans and afforded the same rights, privileges, protection, and priority as U. S. Government personnel. The Government may provide security, housing, and messing facilities for contractor personnel and dependents should conditions warrant.

(5) The contractor further agrees to assure that formal company policies and procedures effectively address the obligations in this clause, and that all employees associated with this contract are fully aware of those specified policies, procedures, and obligations.

(y) Clauses incorporated by Reference. In accordance with FAR 52.252-2, this contract incorporates the following FAR clauses by reference with the same force and effect as if they were given in full text;

          52.204-2, Security Requirements (AUG 1996)

          52.216-1 8, Ordering (OCT 1995): Paragraph (a)...Such orders may be issued from the date of award through 12 Jul 2010.

          52.216-19, Delivery-Order Limitations (OCT 1995): (a) Minimum order....less than $1,000,... (b) Maximum order.... (1)$50 million... (2)...$100 million...(3)... seven ...(d)...five...

          52.216-22, Indefinite Quantity (OCT 1995): (d)...90 days after expiration of the contract term.

          52.223-3, Hazardous Material Identification and Material Safety Data (JAN 1997)

          52.245-1, Government Property (JUNE 2007)

          52.245-9, Use and Charges (JUNE 2007)

          52.247-35, FOB Destination, Within Consignee’s Premises (APR 1984)

          52.247-48, FOB Destination... Evidence of Shipment (FEB 1999)

(z) Electronic Ordering. The Government anticipates the utilization of electronic ordering during the life of this contract. Therefore, the contractor should anticipate the use of a mutually agreeable system with the ability to send, receive and process delivery/task orders electronically. This will be established at no additional cost to the Government.

(aa) Travel Expenses. Travel and per diem shall be negotiated on a firm-fixed price basis for each Delivery Order, if required. Unless otherwise approved by the Government, contractor’s proposed prices for transportation, lodging, meals, and incidental expenses shall be considered to be reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the, (i) Federal Travel Regulations for travel in the contiguous United States; (ii) Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, for travel in Alaska, Hawaii, and territories and possessions of the United States; and (iii) Standardized Regulations (Government Civilians, Foreign Areas), Section 925, “Maximum Travel Per Diem Allowances for Foreign Areas,”prescribed by the Department of State, for all other areas.

If transportation and per diem costs increase between the date of CMDC’s Delivery Order proposal and the Government’s issuance of a Delivery Order, CMDC may propose an equitable adjustment to the Delivery Order for actual additional costs incurred, under the Equitable Adjustment CLIN X022AE.

Contractor will provide backup cost documentation for all travel proposed, to include a breakdown of transportation and per diem costs.

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(ab) Incidental Materials. Incidental Materials shall only include those items/materials (e.g. cables, wiring harnesses, fabrication materials, etc.) necessary to complete the technical service ordered in accordance with the Part III.a, section 6.14, Technical Support Services. The price for the items/materials shall be negotiated on a firm-fixed price basis for each delivery order or task order, if required. The total price for incidental materials for each delivery order or task order shall not exceed

(ac) Installation Set-up. Installation Set-up expenses shall only include those items/services for the movement of MTS equipment on a Government Installation Site/Installation for the purpose of performing installation services ordered in accordance with the Part III.a, section 6.14, Technical Support Services. This effort will be required, on a case by case basis, in order to move MTS equipment from a Government Storage Facility located on the installation site to the location of the vehicles requiring MTS installation. The price for the items/services shall be negotiated on a firm-fixed price basis for each task order for installation services, if required. The combined total price for the incidental materials (paragraph ak above) and Installation Setup Expenses for each task order shall not exceed

(ad) Liaison Support Officer Facilities. The Movement Tracking System (MTS) Liaison Officer supports the Project Office (PO), MTS, by developing working relationships with the primary Comtech Mobile Datacom Corporation (CMDC) representatives, CASCOM representatives and Army field users. The Liaison Support Officer, a Government representative, will be located at the contractor’s facility. The contractor shall provide office space, office supplies, computer, postage, telephone, desk, and chair for use by the Liaison Support Officer. The Contracting Officer may, by written notice, discontinue the requirement for the Liaison Support Officer to be located at the contractor’s facility under this contract at no cost to the Government. In such case, the delivery order will be modified to reduce the order by the amount commensurate with the remaining months obligated.

(ae) INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS UNDER U.S. -        REPUBLIC OF KOREA (ROK)

Invited Contractor (IC) and Technical Representative (TR) status shall be governed by the U.S.-ROK Status of Forces Agreement (SOFA) as implemented by United States Forces Korea (USFK) Rag 700-19, which can be found under the “publications” tab on the US Forces Korea homepage http://www.usfk.mil

(a) Definitions. As used in this clause—

“U.S. - ROK Status of Forces Agreement” (SOFA) means the Mutual Defense Treaty between the Republic of Korea and the U.S. of America, Regarding Facilities and Areas and the Status of U.S. Armed Forces in the Republic of Korea, as amended

“Combatant Commander” means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. In Korea, the Combatant Commander is the Commander, United States Pacific Command.

“United States Forces Korea” (USFK) means the subordinate unified command through which US forces would be sent to the Combined Forces Command fighting components.

“Commander, United States Forces Korea” (COMUSK) means the commander of all U.S. forces present in Korea. In the Republic of Korea, COMUSK also serves as Commander, Combined Forces Command (CDR CFC) and Commander, United Nations Command (CDR UNC).

“USFK, Assistant Chief of Staff, Acquisition Management” (USFK/FKAQ) means the principal staff office to USFK for all acquisition matters and administrator of the U.S.-ROK SOFA as applied to US and Third Country contractors under the Invited Contractor (IC) and Technical Representative (TR) Program (USFK Reg 700-19).

“Responsible Officer (RO)” means a senior DOD employee (such as a military E5 and above or civilian GS-7 and above), appointed by the USFK Sponsoring Agency (SA), who is directly responsible for determining and administering appropriate logistics support for IC/TRs during contract performance in the ROK.

(b) IC or TR status under the SOFA is subject to the written approval of USFK, Assistant Chief of Staff, Acquisition Management (FKAQ), Unit #15237, APO AP 96205-5237.

(c) The contracting officer will coordinate with HQ USFK/FKAQ, IAW FAR 25.8, and USFK

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Reg 700-19. FKAQ will determine the appropriate contractor status under the SOFA and notify the contracting officer of that determination.

(d) Subject to the above determination, the contractor, including its employees and lawful dependents, may be accorded such privileges and exemptions under conditions and limitations as specified in the SOFA and USFK Reg 700-19. These privileges and exemptions may be furnished during the performance period of the contract, subject to their availability and continued SOFA status. Logistics support privileges are provided on an as-available basis to properly authorized individuals. Some logistics support may be issued as Government Furnished Property or transferred on a reimbursable basis.

(e) The contractor warrants and shall ensure that collectively, and individually, its officials and employees performing under this contract will not perform any contract, service, or other business activity in the ROK, except under U.S. Government contracts and that performance is IAW the SOFA.

(f) The contractor’s direct employment of any Korean-National labor for performance of this contract shall be governed by ROK labor law and USFK regulation(s) pertaining to the direct employment and personnel administration of Korean National personnel.

(g) The authorities of the ROK have the right to exercise jurisdiction over invited contractors and technical representatives, including contractor officials, employees and their dependents, for offenses committed in the ROK and punishable by the laws of the ROK. In recognition of the role of such persons in the defense of the ROK, they will be subject to the provisions of Article XXII, SOFA, related Agreed Minutes and Understandings. In those cases in which the authorities of the ROK decide not to exercise jurisdiction, they shall notify the U.S. military authorities as soon as possible. Upon such notification, the military authorities will have the right to exercise jurisdiction as is conferred by the laws of the U.S.

(h) Invited contractors and technical representatives agree to cooperate fully with the USFK Sponsoring Agency (SA) and Responsible Officer (RO) on all matters pertaining to logistics support and theater training requirements. Contractors will provide the assigned SA prompt and accurate reports of changes in employee status as required by USFK Reg 700-19.

(i) Theater Specific Training. Training Requirements for IC/TR personnel shall be conducted in accordance with USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK. IC/TR personnel shall comply with requirements of USFK Reg 350-2.

(j) Except for contractor air crews flying Air Mobility Command missions, all U.S. contractors performing work on USAF classified contracts will report to the nearest Security Forces Information Security Section for the geographical area where the contract is to be performed to receive information concerning local security requirements.

(k) Invited Contractor and Technical Representative status may be withdrawn by USFK/FKAQ upon:

(1) Completion or termination of the contract.

(2) Determination that the contractor or its employees are engaged in business activities in the ROK other than those pertaining to U.S. armed forces.

(3) Determination that the contractor or its employees are engaged in practices in contravention to Korean law or USFK regulations.

(l) It is agreed that the withdrawal of invited contractor or technical representative status, or the withdrawal of, or failure to provide any of the privileges associated therewith by the U.S. and USFK, shall not constitute grounds for excusable delay by the contractor in the performance of the contract and will not justify or excuse the contractor defaulting in the performance of this contract. Furthermore, it is agreed that withdrawal of SOFA status for reasons outlined in USFK Reg 700-19, Section II, paragraph 6 shall not serve as a basis for the contractor filing any claims against the U.S. or USFK. Under no circumstance shall the withdrawal of SOFA Status or privileges be considered or construed as a breach of contract by the U.S. Government.

(m) Support.

(1) Unless the terms and conditions of this contract place the responsibility with another party, the COMUSK will develop a security plan to provide protection, through military means, of

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Contractor personnel engaged in the theater of operations when sufficient or legitimate civilian authority does not exist.

(2)(i) All Contractor personnel engaged in the theater of operations are authorized resuscitative care, stabilization, hospitalization at level III military treatment facilities, and assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur, Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis on return to duty or placement in the patient movement system.

(ii) When the Government provides medical or emergency dental treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.

(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.

(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the theater of operations under this contract.

(n) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel supporting U.S Armed Forces in the Republic of Korea as specified in paragraph (b)(l) of this clause are familiar with and comply with, all applicable—

(1) United States, host country, and third country national laws;

(2) Treaties and international agreements;

(3) United States regulations, directives, instructions, policies, and procedures; and

(4) Orders, directives, and instructions issued by the COMUSK relating to force protection, security, health, safety, or relations and interaction with local nationals. Included in this list are force protection advisories, health advisories, area (i.e. “off-limits”), prostitution and human trafficking and curfew restrictions.

(o) Vehicle or equipment licenses. IAW USFK Regulation 190-1, Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the theater of operations. All contractor employees/dependents must have either a Korean driver’s license or a valid international driver’s license to legally drive on Korean roads, and must have a USFK driver’s license to legally drive on USFK installations. Contractor employees/dependents will first obtain a Korean driver’s license or a valid international driver’s license then obtain a USFK driver’s license.

(p) Evacuation.

(1) If the COMUSK orders a non-mandatory or mandatory evacuation of some or all personnel, the Government will provide assistance, to the extent available, to United States and third country national contractor personnel.

(2) Non-combatant Evacuation Operations (NEO).

(i) The contractor shall designate a representative to provide contractor personnel and dependents information to the servicing NEO warden as required by direction of the Responsible Officer.

(ii) if contract period of performance in the Republic of Korea is greater than six months, non emergency essential contractor personnel and all IC/TR dependents shall participate in at least one USFK sponsored NEO exercise per year.

(q) Next of kin notification and personnel recovery.

(1) The Contractor shall be responsible for notification of the employee-designated next of kin in the event an employee dies, requires evacuation due to an injury, or is missing, captured, or abducted.

(2) In the case of missing, captured, or abducted contractor personnel, the Government will assist in personnel recovery actions in accordance with DOD Directive 2310.2, Personnel Recovery.

(3) IC/TR personnel shall accomplish Personnel Recovery/Survival, Evasion, Resistance and Escape (PR/SERE) training in accordance with USFK Reg 525-40, Personnel Recovery Procedures and USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK.

(r) Mortuary affairs, Mortuary affairs for contractor personnel who die while providing support in the theater of operations to U.S. Armed Forces will be handled in accordance with DOD Directive 1300.22, Mortuary Affairs Policy and Army Regulation 638-2, Care and Disposition of

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Remains and Disposition of Personal Effects.

(s) USFK Responsible Officer (RO). The USFK appointed RO will ensure all IC/TR personnel complete all applicable training as outlined in this clause.

(End of Clause)

(af) CONTINUANCE OF PERFORMANCE DURING ANY STATE OF EMERGENCY IN THE REPUBLIC OF KOREA (ROK)

Invited Contractor (IC) and Technical Representative (TR) status shall be governed by the U.S.-ROK Status of Forces Agreement (SOFA) as implemented by United States Forces Korea (USFK) Reg 700-19, which can be found under the “publications” tab on the US Forces Korea homepage http://www.usfk.mil

(a) Definitions. As used in this clause—

“U.S. — ROK Status of Forces Agreement” (SOFA) means the Mutual Defense Treaty between the Republic of Korea and the U.S. of America, Regarding Facilities and Areas and the Status of U.S. Armed Forces in the Republic of Korea, as amended

“Combatant Commander” means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. In Korea, the Combatant Commander is the Commander, United States Pacific Command.

“United States Forces Korea” (USFK) means the subordinate unified command through which US forces would be sent to the Combined Forces Command fighting components.

COMUSK means the commander of all U.S. forces present in Korea. In the Republic of Korea, COMUSK also serves as Commander, Combined Forces Command (CDR CFC) and Commander, United Nations Command (CDR UNC).

“USFK, Assistant Chief of Staff, Acquisition Management” (USFK/FKAQ) means the principal staff office to USFK for all acquisition matters and administrator of the U.S.-ROK SOFA as applied to US and Third Country contractors under the Invited Contractor (IC) and Technical Representative (TR) Program (USFK Reg 700-19).

“Responsible Officer” (RO) means A senior DOD employee (such as a military E5 and above or civilian GS-7 and above), appointed by the USFK Sponsoring Agency (SA), who is directly responsible for determining and administering appropriate logistics support for IC/TRs during contract performance in the ROK.

“Theater of operations” means an area defined by the combatant commander for the conduct or support of specified operations.

“Uniform Code of Military Justice” means 10 U.S.C. Chapter 47

(b) General.

(1) This clause applies when contractor personnel deploy with or otherwise provide support in the theater of operations (specifically, the Korean Theater of Operations) to U.S. military forces deployed/located outside the United States in—

(i) Contingency operations;

(ii) Humanitarian or peacekeeping operations; or

(iii) Other military operations or exercises designated by the Combatant Commander.

(2) Contract performance in support of U.S. military forces may require work in dangerous or austere conditions. The Contractor accepts the risks associated with required contract performance in such operations. The contractor will require all its employees to acknowledge in? writing that they understand the danger, stress, physical hardships and field living conditions that are possible if the employee deploys in support of military operations.

(3) Contractor personnel are not combatants and shall not undertake any role that would jeopardize their status. Contractor personnel shall not use force or otherwise directly participate in acts likely to cause actual harm to enemy armed forces.

(c) Support.

(1) Unless the terms and conditions of this contract place the responsibility with another party, the COMUSK will develop a security plan to provide protection, through military means, of

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Contractor personnel engaged in the theater of operations when sufficient or legitimate civilian authority does not exist.

(2)(i) All Contractor personnel engaged in the theater of operations are authorized resuscitative care, stabilization, hospitalization at level III military treatment facilities, and assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur.

Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis on return to duty or placement in the patient movement system.

(ii) When the Government provides medical treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.

(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.

(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the theater of operations under this contract.

(d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel supporting U.S Armed Forces in the Republic of Korea as specified in paragraph (b)(l) of this clause are familiar with and comply with, all applicable —

(1) United States, host country, and third country national laws;

(i) The Military Extraterritorial Jurisdiction Act may apply to contractor personnel if contractor personnel commit crimes outside the United States.

(ii) Under the War Crimes Act, United States citizens (including contractor personnel) who commit war crimes may be subject to federal criminal jurisdiction.

(iii) When Congress formally declares war, contractor personnel authorized to accompany the force may be subject to the Uniform Code of Military Justice.

(2) Treaties and international agreements;

(3) United States regulations, directives, instructions, policies, and procedures; and

(4) Orders, directives, and instructions issued by the COMUSK relating to force protection, security, health, safety, or relations and interaction with local nationals. Included in this list are force protection advisories, health advisories, area (i.e. “off-limits”), prostitution and human trafficking and curfew restrictions.

(e) Pre-deployment/departure requirements. The Contractor shall ensure that the following requirements are met prior to deploying/locating personnel in support of U.S. military forces in the Republic of Korea. Specific requirements for each category may be specified in the statement of work or elsewhere in the contract.

(1) All required security and background checks are complete and acceptable.

(2) All contractor personnel meet the minimum medical screening requirements and have received all required immunizations as specified in the contract. In the Republic of Korea, all contractor employees subject to this clause shall comply with the same DoD immunization requirements applicable to Emergency Essential DoD civilians—INCLUDING ANTHRAX IMMUNIZATION. The Government will provide, at no cost to the Contractor, any Korean theater-specific immunizations and/or medications not available to the general public.

(3) Contractor personnel have all necessary passports, visas, and other documents required to enter and exit a theater of operations and have a Geneva Conventions identification card from the deployment center or CONUS personnel office -if, applicable.

(4) Country and theater clearance is obtained for contractor personnel. Clearance requirements are in DOD Directive 4500.54, Official Temporary Duty Abroad, DOD 4500.54-G, DOD Foreign Clearance Guide, and USFK Reg 1-40, United States Forces Korea Travel Clearance Guide. Contractor personnel are considered non-DOD personnel traveling under DOD sponsorship.

(f) Processing and departure points. Deployed contractor personnel shall -

(1) Under contingency conditions or under other conditions as specified by the Contracting Officer, process through the deployment center designated in the contract, prior to deploying. The deployment center will conduct deployment processing to ensure visibility and accountability of contractor personnel and to ensure that all deployment requirements are met;

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(2) Use the point of departure and transportation mode directed by the Contracting Officer; and

(3) If processing through a deployment center, process through a Joint Reception Center (JRC) upon arrival at the deployed location. The JRC will validate personnel accountability, ensure that specific theater of operations entrance requirements are met, and brief contractor personnel on theater-specific policies and procedures.

(g) Personnel data list.

(1) The Contractor shall establish and maintain with the designated Government official a current list of all contractor personnel that deploy with or otherwise provide support in the theater of operations to U.S. military forces as specified in paragraph (b)(l) of this clause. The Synchronized Predeployment and Operational Tracker (SPOT) is the designated automated system to use for this effort. This accountability requirement is separate and distinct from the personnel accountability requirement listed in the U.S-ROK SOFA’s Invited Contractor/Technical Representative Program (as promulgated in USFK Regulation 700-19).

(2) The Contractor shall ensure that all employees on the list have a current DD Form 93, Record of Emergency Data Card, on file with both the Contractor and the designated Government official.

(h) Contractor personnel.

(1) The Contracting Officer may direct the Contractor, at its own expense, to remove and replace any contractor personnel who jeopardize or interfere with mission accomplishment or who fail to comply with or violate applicable requirements of this clause. Contractors shall replace designated personnel within 72 hours, or at the Contracting Officer’s direction. Such action may be taken at the Government’s discretion without prejudice to its rights under any other provision of this contract, including the Termination for Default clause.

(2) The Contractor shall have a plan on file showing how the Contractor would replace employees who are unavailable for deployment or who need to be replaced during deployment. The Contractor shall keep this plan current and shall provide a copy to the Contracting Officer and USFK Sponsoring Agency (see USFK Reg 700-19) upon request. The plan shall—

(i) Identify all personnel who are subject to U.S. or Republic of Korea military mobilization;

(ii) Identify any exemptions thereto;

(iii) Detail how the position would be filled if the individual were mobilized; and

(iv) Identify all personnel who occupy a position that the Contracting Officer has designated as mission essential.

(i) Military clothing and protective equipment.

(1) Contractor personnel supporting a force deployed outside the United States as specified in paragraph (b)(l) of this clause are prohibited from wearing military clothing unless specifically authorized in writing by the COMUSK. If authorized to wear military clothing, contractor personnel must wear distinctive patches, arm bands, nametags, or headgear, in order to be distinguishable from military personnel, consistent with force protection measures and the Geneva Conventions.

(2) Contractor personnel may wear military-unique organizational clothing and individual equipment (OCIE) required for safety and security, such as ballistic, nuclear, biological, or chemical protective clothing.

(3) The deployment center, the Combatant Commander, or the Sponsoring Agency shall issue OCIE and shall provide training, if necessary, to ensure the safety and security of contractor personnel.

(4) The Contractor shall ensure that all issued OCIE is returned to the point of issue, unless otherwise directed by the Contracting Officer.

(j) Weapons.

(1) If the Contractor requests that its personnel performing in the theater of operations be authorized to carry weapons, the request shall be made through the Contracting Officer to the COMUSK. The COMUSK will determine whether to authorize in-theater contractor personnel to carry weapons and what weapons will be allowed.

(2) The Contractor shall ensure that its personnel who are authorized to carry weapons —

(i) Are adequately trained;

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(ii) Are not barred from possession of a firearm by 18 U.S.C. 922; and

(iii) Adhere to all guidance and orders issued by the COMUSK regarding possession, use, safety, and accountability of weapons and ammunition.

(iv) The use of deadly force by persons subject to this clause shall be made only in self-defense, except:

(v) Persons subject to this clause who primarily provide private security are authorized to use deadly force only as defined in the terms and conditions of this contract in accordance with USFK regulations and policies (especially, USFK Regulation 190-50).

(vi) Liability for the use of any weapon by persons subject to this clause is solely the responsibility of the individual person and the contractor.

(3) Upon redeployment or revocation by the COMUSK of the Contractor’s authorization to issue firearms, the Contractor shall ensure that all Government-issued weapons and unexpended ammunition are returned as directed by the Contracting Officer.

(k) Evacuation.

(1) In the event of a non-mandatory evacuation order, unless authorized in writing by the Contracting Officer, the Contractor shall maintain personnel on location sufficient to meet obligations under this contract.

(l) Theater Specific Training. Training Requirements for IC/TR personnel shall be conducted in accordance with USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK.

(m) USFK Responsible Officer (RO). The USFK appointed RO will ensure all IC/TR personnel complete all applicable training as outlined in this clause.

(n) Changes. In addition to the changes otherwise authorized by the Changes clause of this contract, the Contracting Officer may, at any time, by written order identified as a change order, make changes in Government-furnished facilities, equipment, material, services, or site. Any change order issued in accordance with this paragraph shall be subject to the provisions of the Changes clause of this contract.

(o) Subcontracts. The Contractor shall incorporate the substance of this clause, including this paragraph, in all subcontracts that require subcontractor personnel to be available to deploy with or otherwise provide support in the theater of operations to U.S. military forces deployed/stationed outside the United States in —

(1) Contingency operations;

(2) Humanitarian or peacekeeping operations; or

(3) Other military operations or exercises designated by the Combatant Commander.

(p) The Contracting Officer will discern any additional GFE, GFP or logistical support necessary to facilitate the performance of the enhanced requirement or necessary for the protection of contractor personnel. These items will be furnished to the Contractor at the sole discretion of the Contracting Officer and may be provided only on a reimbursable basis.

(End of clause)

(ag) 52.217-9 — Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 5 days prior to the expiration of the current contract period of performance; provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 2 years, 316 days. (End of clause)

END OF PART II.A

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Part II.b

FAR CLAUSE 52.212-5
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERS — COMMERCIAL ITEMS
(MAR 2007)

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

(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

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

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

X (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

__ (4) [Reserved]

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

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

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

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

X  (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

X  (8) (i) 52.219-9, Small Business Subcontracting Plan (Sep 2006)(15 U.S.C. 637 (d)(4)).

__(ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

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

X (10) 52.219-16, Liquidated Damages — Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

__ (11) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sep 2005)(10 U.S.C. 2323)(if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program — Disadvantaged Status and Reporting (Oct l999)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program — Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004).

X  (15) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

__ (16) 52.222-19, Child Labor — Cooperation with Authorities and Remedies (Jan 2006) (E.O. 13126).

X (17) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X (18) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

X (19) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

X (20) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).

X (21) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

__ (22) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

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__ (23) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000)(42 U.S.C. 6962(c)(3)(A)(ii)).

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

__ (24) 52.225-1, Buy American Act — Supplies (June 2003)(41 U.S.C. 10a-l0d).

__ (25) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Nov 2006) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, and 109-169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (26) 52.225-5, Trade Agreements (Nov 2006) (19 U.S.C. 2501, et sec., 19 U.S.C. 3301 note).

__ (27) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (28) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (42 U.S.C. 5150).

__ (29) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (42 U.S.C. 5150).

__ (30) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (31) 52.232.30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X (32) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003)(31 U.S.C. 3332).

__ (33) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

__ (34) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).

__ (35) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).

__ (36) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)(46 U.S.C. Appx 1241 (b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

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

__ (1) 52.222-41, Service Contract Act of 1965, as Amended (Jul 2005)(41 U.S.C. 351, et seq.).

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

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act — Price Adjustment (Multiple Year and Option Contracts) (Nov 2006)(29 U.S.C.206 and 41 U.S.C. 351, et seq.).

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

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

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

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

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

(e) (I) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this

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paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

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

(ii) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

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

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

(v) 52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(vi) 52.222-41, Service Contract Act of 1965, as Amended (Jul 2005), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)

(vii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006)(46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64,

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

(End of Clause)

(End of Part II.b)

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Part II.c

DFARS CLAUSE 252.212-7001
CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE
ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS
(APR 2007)

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

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

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

                    (1) __252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

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

                    (3) __ 252.219-7004, Small Business Subcontracting Plan (Test Program) (APR 2007) (15 U.S.C. 637 note).

                    (4) X 252.225-7001, Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C. l0a-10d, E.O. 10582).

                    (5) __ 252.225-7012, Preference for Certain Domestic Commodities (JAN 2007) (10 U.S.C. 2533a).

                    (6) __ 252.225-7014, Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).

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

                    (8) __ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

                    (9) __ 252.225-7021, Trade Agreements (MAR 2007) (19 U.S.C. 2501 -2518 and 19 U.S.C. 3301 note).

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

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

                    (12)(i) __  252.225-7036, Buy American Act — Free Trade Agreements — Balance of Payments Program (MAR 2007) (41 U.S.C. l0a-l0d and 19 U.S.C. 3301 note).

                              (ii) __  Alternate I (OCT 2006) of 252.225-7036.

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

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

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

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

                    (17) X  252.232-7003, Electronic Submission of Payment Requests (MAR 2007) (10 U.S.C. 2227).

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

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

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

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

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

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

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

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

                    (1) 252.225-7014, Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C. 2533a).

                    (2) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

                    (3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

                    (4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

.(End of clause)

DFARS CLAUSE 252.212-7001 ADDENDA

In accordance with FAR 12.302, the following clauses are included in this contract.

(e) 252.201-7000 CONTRACTING OFFICER’S REPRESENTATIVE (DEC 1991)

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(a) Definition. “Contracting officer’s representative” means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer’s representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR’s authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

(End of clause)

d) 252.211-7003 ITEM IDENTIFICATION AND VALUATION (JUN 2005)

(a) Definitions. As used in this clause___

“Automatic identification device” means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.

“Concatenated unique item identifier” means___

(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

(2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

“Data qualifier” means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

“DoD recognized unique identification equivalent” means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html.

“DoD unique item identification” means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

“Enterprise” means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.

“Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing agency.

“Government’s unit acquisition cost” means

(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

(2) For cost-type or undefinilized line, subline, or exhibit line items, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery; and

(3) For items produced under a time-and-materials contract, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery.

“Issuing agency” means an organization responsible for assigning a non-repeatable identifier to an enterprise (i.e., Dun & Bradstreet’s Data Universal Numbering System (DUNS) Number, Uniform Code Council (UCC) /EAN International (EAN) Company Prefix, or Defense Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code).

“Issuing agency code” means a code that designates the registration (or controlling) authority for the enterprise identifier.

“Item” means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

“Lot or batch number” means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.

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“Machine-readable” means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards.

“Original part number” means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface.

“Parent item” means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent.

“Serial number within the enterprise identifier” means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.

“Serial number within the part, lot, or batch number” means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.

“Serialization within the enterprise identifier” means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.

“Serialization within the part, lot, or batch number” means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.

“Unique item identifier” means a set of data elements marked on items that is globally unique and unambiguous.

“Unique item identifier type” means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/UID/uid types.html.

(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.

(c) DoD unique item identification or DoD recognized unique identification equivalents.

(1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for

(i) All delivered items for which the Government’s unit acquisition cost is

(ii) The following items for which the Government’s unit acquisition cost is less than Contract Line, Subline, or Exhibit Line item Number Item Description:

CLIN	DESCRIPTION	IUID ASSIGMENT
X006AFMTS Plus Mobile Unit V2 w/GB-GRAM			Parent
	and RFID installed w/keyboard
X007AG	Ruggedized Laptop Computer w/Mapping and messaging software and Warranty		Child
X028AA	MT 2011-E		Child
X028AEMT 2012-RS			Child
X011 AB	MTS Plus Control Station w/RFID and GB-GRAM		Parent
X012AB	Control Station Laptop Computer w/Mapping and Messaging Software		Child
X012AG	Edgeport Port Expander		Child
X012AD	Printer (HP 460CB) w/one (1) battery, one (1) black print cartridge, one (1) tri-color cartridge and one (1) power adapter		Child
X028AA	MT 2011-E		Child
X028AEMT-2012-RS			Child

          (iii) Subassemblies, components, and parts embedded within delivered items as specified above.

(2) The concatenated unique item identifier and the component data elements of the DoD unique item identification or DoD recognized unique identification equivalent shall not change over the life of the item.

(3) Data syntax and semanties of DoD unique item identification and DoD recognized unique identification equivalents. The Contractor shall ensure that

(i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:

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(A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard 15418, Information Technology – EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

(B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International Standard 15418, Information Technology – EAN/UCC Application Identifiers and ANSI MM 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

(C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution “DD” format for use until the solution is approved by ISO/IEC JTCI SC 31. The “DD” format is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at http://www.acq.osd.mil/dpap/UID/guides.htm; and

(ii) The encoded data elements of the unique item identifier conform to ISO/IEC International Standard 15434, Information Technology – Syntax for High Capacity Automatic Data Capture Media.

(4) DoD unique item identification and DoD recognized unique identification equivalents.

(i) The Contractor shall—

(A) Determine whether to serialize within the enterprise identifier or serialize within the part, lot, or batch number; and

(B) Place the data elements of the unique item identifier (enterprise identifier; serial number; and for serialization within the part, lot, or batch number only; original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-I30, Identification Marking of U.S. Military Property, cited in the contract Schedule.

(ii) The issuing agency code—

(A) Shall not be placed on the item; and

(B) Shall be derived from the data qualifier for the enterprise identifier.

(d) For each item that requires unique item identification under paragraph (c)(l)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information.

(1) Concatenated unique item identifier; or DoD recognized unique identification equivalent.

(2) Unique item identifier type.

(3) Issuing agency code (if concatenated unique item identifier is used).

(4) Enterprise identifier (if concatenated unique item identifier is used).

(5) Original part number.

(6) Lot or batch number.

(7) Current part number (if not the same as the original part number).

(8) Current part number effective date.

(9) Serial number.

(10) Government’s unit acquisition cost.

(e) For embedded DoD serially managed subassemblies, components, and parts that require unique item identification under paragraph (c)(1) (iii) of this clause, the Contractor shall report at the time of delivery, either as part of, or associated with the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:

(1) Concatenated unique item identifier or DoD recognized unique identification equivalent of the parent item delivered under a contract line, subline, or exhibit line item that contains the embedded subassembly, component, or part.

(2) Concatenated unique item identifier or DoD recognized unique identification equivalent of the embedded subassembly, component, or part.

(3) Unique item identifier type.**

(4) Issuing agency code (if concatenated unique item identifier is used).**

(5) Enterprise identifier (if concatenated unique item identifier is used).**

(6) Original part number.**

(7) Lot or batch number.**

(8) Current part number (if not the same as the original part number.**

(9) Current part number effective date.**

(10) Serial number.**

(11) Unit of measure.

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(12) Description.

** Once per item.

(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/UID/DataSubmission.htm.

(g) Subcontracts. If paragraph (c)(l) of this clause applies, the Contractor shall include this clause, including this
paragraph (g), in all subcontracts issued under this contract.

(End of Clause)

e) Army Electronic Invoicing Instructions (Feb 2006)

Contractor shall submit payment request using the following method(s) as mutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and the payment office.

Wide Area Workflow (WAWF) (see instructions below)

Web Invoicing System (WInS) (https://ecweb.dfas.mil)

American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats
(http://www.X12.org and http://www.dfas.mil/ecedi)

Other (please specify)____________________________

DFAS POC and Phone: 800-447-1150 FAX: 866-473-5429

WAWF is the preferred method to electronically process vendor request for payment. This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically. Contractors electing to use WAWF shall (i) register to use WAWF at https://wawf.cb.mil and (ii) ensure an electronic business point of contact (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) calendar days after award of this contract/order.

WAWF Instructions

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS) [Contracting Office fill in DFAS location here as indicated on your purchase order/contract] at [Contracting Office fill in DFAS vendor pay phone number here] or faxed to [Contracting Office fill in DFAS vendor pay fax phone number here]. Please have your purchase order/contract number ready when calling about payments.

You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/money/vendor. Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

The following codes and information will be required to assure successful flow of WAWF documents.

TYPE OF DOCUMENT          [Check the appropriate block]

___ Commercial Item Financing

___ Construction Invoice (Contractor Only)

___ Invoice (Contractor Only)

_X_ Invoice and Receiving Report (COMBO)

___ Invoice as 2-in-l (Services Only)

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___ Performance Based Payment (Government Only)

___ Progress Payment (Government Only)

___ Cost Voucher (Government Only)

___ Receiving Report (Government Only)

___ Receiving Report With Unique Identification (UID) Data (Government Only)

___ Summary Cost Voucher (Government Only)

CAGE CODE: 04NA3

ISSUE BY DODAAC: W91QUZ

ADMIN BY DODAAC: W91QUZ

INSPECT BY DODAAC: S0107A

ACCEPT BY DODAAC: W913RA

SHIP TO DODAAC: W913RA

LOCAL PROCESSING OFFICE DODDAC:

PAYMENT OFFICE FISCAL STATION CODE: HQ0338

EMAIL POINTS OF CONTACT LISTING:

INSPECTOR: S2101A

ACCEPTOR: robert.straub@us.army.mil

RECEIVING OFFICE POC: robert.straub@us.army.mil

CONTRACT ADMINISTRATOR: sharyn.timms@us.army.mil; bebe.housen@us.army.mil

CONTRACTING OFFICER: sharyn.timms@us.army.mil

ADDITIONAL CONTACT: Contract Specialist- bebe.housen@us.army.mil

DCMA Representative: Linda.Hirsch@dema.mil

(f) 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (MAR 2007)

(a) Definitions. As used in this clause

(1) “Contract financing payment” and “invoice payment” have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) “Electronic form” means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using one of the electronic forms provided for in paragraph (b) of this clause.

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Page 29 of 31

(3) “Payment request” means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests using one of the following electronic forms:

(1) Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA). Information regarding WAWF-RA is available on the Internet at https://wawf.eb.mil.

(2) Web Invoicing System (WInS). Information regarding WInS is available on the Internet at https://ecweb.dfas.mil.

(3) American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats.

(i) Information regarding EDI formats is available on the Internet at http://www.X12.org.

(ii) EDI implementation guides are available on the Internet at http://www.dod.mil/dfas/contractorpay/electroniccommerce.html.

(4) Another electronic form authorized by the Contracting Officer.

(c) The Contractor may submit a payment request in non-electronic form only when,

(1) DoD is unable to receive a payment request in electronic form; or

(2) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer’s determination with each request for payment.

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in
Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(End of clause)

(g) 252.225-7040 CONTRACTOR PERSONNEL AUTHORIZED TO ACCOMPANY U.S. ARMED FORCES DEPLOYED OUTSIDE THE UNITED STATES (JUN 2006) (DEVIATION)

_____ (g) Personnel data list.

(1) In accordance with DoD Instruction 3020.41, Contractor Personnel Authorized to Accompany the U.S. Armed Forces, the Contractor shall enter before deployment, or if already in the designated operational area, enter upon becoming an employee under the contract, and maintain current data, including departure data, for all Contractor personnel that are authorized to accompany U.S. Armed Forces deployed outside the United States, as specified in paragraph (b)(1) of this clause. The automated web-based system to use for this effort is the Synchronized Predeployment and Operational Tracker (SPOT). For information on how to register and enter data into this system, go to http://www.dod.mil/bta/products/spot.html.

(2) The Contractor shall ensure that all employees in the database have a current DD Form 93, Record of Emergency Data Card, on file with both the Contractor and the designated Government official. The Contracting Officer will inform the Contractor of the Government official designated to receive this data card.

(End of Clause)

(h) 252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006)

_____ (d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from: For Army contracts: HQDA-AT: telephone, DSN 222-9832 or commercial (703) 692-9832.

W91QUZ-07-D-0018

Page 30 of 31

(End of Clause)

End of Part ll.c.

ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
0001		1	Lot
	Contract Minimum
	FFP
	FOB: Destination
				NET AMT
	ACRN AA CIN: 000000000000000000000000000000

         INSPECTION AND ACCEPTANCE TERMS

         Supplies/services will be inspected/accepted at:

CLIN	INSPECT AT	INSPECT BY	ACCEPT AT	ACCEPT BY
0001	N/A	N/A	N/A	Government
DELIVERY INFORMATION

CI.IN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

         ACCOUNTING AND APPROPRIATION DATA

         AA: 2172035000005T5T015110830900731EG125T0LW9017117227NMG75T0L12035052
         AMOUNT: $100,000.00

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Page 31 of 31

CIN 000000000000000000000000000000: $100,000.00

W91QUZ-07-D-0018 08/31/07

PART III.a

With Appendices

MOVEMENT TRACKING SYSTEM

STATEMENT OF WORK AND SPECIFICATION

1. PURPOSE

The purpose of this procurement is to provide GPS, commercial computer equipment; system support software; installation kits (A-Kit), air time, associated documentation and reports; integration; maintenance; and technical support services and services to provide a world-wide two-way data communications and geo-location capability between mobile units (Handheld Mobile Unit [V1] and Vehicle Mounted Mobile Unit [V2], also called B-Kits) and designated control points (Control Stations). To the extent practical, the equipment shall represent state-of-the-art technology. MTS will support military operations on a world-wide basis in peacetime, peacekeeping and wartime operations. MTS system components shall be capable of operating without the use of direct telephone (land line or cellular) connections or LAN/WAN/INTERNET direct connectivity.

2. SCOPE

The equipment and services shall support the MTS program and operate in an open systems environment on a world-wide basis. This environment requires solutions that are compliant with open systems standards defined in the Defense Information Technology Standards Registry (DISR). As part of the technical support services provided under this contract, the Contractor may perform engineering studies, technical services, develop device drivers to facilitate the passing of data to an open systems environment compliant with the DISR and interfaces, and develop A-Kits to facilitate vehicle integration. The U.S. Army, other U.S. Armed Services, Department of Defense (DOD) Agencies, other U.S. Federal Government Agencies, and foreign allied military services shall be authorized to order from this contract.

3. OPERATIONAL ENVIRONMENT

The Control Station will be operated in a fixed, heated/cooled environment (operation center, etc.), but is required to be transportable and capable of being interfaced to a LAN, and wide area network (WAN) for subsequent passing of data. No dedicated power generation equipment is required. The Control Station equipment requires standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz commercial power. The Control Station is also required to operate from battery power. The V1 and V2 units will be operated in a mobile environment inside a vehicle. V1 units require battery power and an additional connection for operation from vehicle power. V2 units, mounted in a vehicle, require power from the vehicle. The V2 shall be capable of operating from standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz commercial power. Power surge protection shall be incorporated into the system design.

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4. APPLICABLE DOCUMENTS

The documents listed in Appendix I to this statement of work form a part of the technical specifications set forth in this statement of work and specification. In the event of conflict between the documents listed and the contents of this statement of work and specification, this statement of work and specification shall govern.

5. TERMS AND DEFINITIONS

Definitions and meanings of data processing, data communications, and information systems terms used in this statement of work and specification which are not defined herein or in Appendix II shall be interpreted in accordance with FIPS PUB 11-3, Guideline: American National Dictionary for Information Systems.

6. FUNCTIONAL REQUIREMENTS

The Contractor shall deliver supplies and services set forth in this statement of work and specification pursuant to issuance of delivery/task orders. Except as stated herein, the Contractor, acting independently, and not as an agent of the Government, shall furnish all management, personnel, equipment, software, services, travel, and other items necessary to deliver the supplies and services.

6.1 Provision of Equipment

6.1.1 General

Appendix III, Equipment Specification, represents minimum requirements. At a minimum, the Contractor shall provide equipment that satisfies the minimum requirements set forth in Appendix III.

6.1.2 System Integration

Prior to delivering any new or revised equipment, the Contractor shall fully test, configure, integrate, and activate each equipment platform. The process includes unit, system, integration, independent verification & validation, and load testing. The integration process shall include loading the required operating and system support software and integrating all Contractor-provided equipment and Government-Furnished Property (GFP) certified to operate on Contractor’s Network. Where applicable, and with customer’s consent, Beta testing may be performed.

6.1.3 Delivery Requirements

          a. The Contractor shall deliver equipment to any CONUS location within 90 days of receipt of a delivery order for quantities of 500 or less. The Government will negotiate with the Contractor on deliveries of quantities greater than 500 systems and / or for deliveries required in less than 90 days. All shipping costs shall be included in the price of the end item. All components of an order shall be shipped concurrently to the same address, unless otherwise instructed by the Contracting Officer. A packing list shall be placed in each transit case. The Contractor shall pack each applicable component in its transit case(s) prior to shipping. The transit case(s), containing the configuration and/or components, shall be appropriately packed

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and shipped in standard commercial wrappings; e.g., shrink wrappings. Each unit shipped shall have its own End Users’ Manual and component manuals packed in the transit case.

          b. The Government may require expedited (20-30 days) shipments during the term of the contract. Such deliveries will be negotiated on a case-by-case basis. A packing list shall be placed in each transit case.

6.2 GOVERNMENT FURNISHED PROPERTY (GFP)

6.2.1             Maps. NGA maps or other Contractor-network certified maps will be provided as GFP on this contract.

6.2.2             Other GFP. Other GFP on this contract will be provided as required for any future testing and development. Once per calendar quarter, the Government will provide the Contractor with a rolling six (6)-month forecast of fielding estimates and delivery of GFP, which is currently the GB-GRAM card. The Government will notify the Contractor of any changes in its GFP delivery schedule that would affect the Contractor’s ability to ship equipment on a Delivery Order in a timely manner. If GFP delays will preclude the Contractor from shipping equipment on a Delivery Order, the Contractor and the Government will negotiate an equitable adjustment to the affected Delivery Order, which will be implemented by Contract Modification. The Modification will, as a minimum, establish new delivery dates for the equipment on the affected Delivery Order, taking into account the Government’s latest GFP delivery schedule.

6.3 CUSTOMER ASSISTANCE

6.3.1 Repair Assistance

          a. The Contractor shall provide support via a local and/or toll-free telephone number(s) to users in the following areas of operation: CONUS and OCONUS.

          b. The Contractor shall provide a staffed telephonic support service, answering machine service, email, World-Wide Web, and satellite message service24 hours a day, 7 days a week.

          c. The support personnel shall receive problem reports and attendant requests for assistance and perform the necessary actions to facilitate the timely resolution (less than 8 hours) of reported problems. The support personnel shall be sufficiently proficient in spoken and written American English so that they can effectively communicate with users.

6.3.2 24/7 Engineering Technical Support Services

          a. The Contractor shall provide on-site technical support services coverage at the Network Operations Center 24 hours a day, 7 days a week, including Saturday, Sunday, and U.S. Government holidays.

          b. The on-site, technical support shall have the appropriate expertise to analyze system (includes the network) performance, problem reports, and requests for assistance to identify system and network problems. The technical support shall have the appropriate expertise and authority to take immediate action and make immediate coordination to effect change and to facilitate the timely resolution of system problems. The contractor shall maintain a daily record

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of problems encountered, problem solutions, coordination made, all actions taken, and lessons learned.

          c. The contractor shall prepare and deliver after action reports (AAR) to the Government that summarize the technical support services provided, with the submittal of each monthly invoice. The AAR shall also provide detailed statements of all actions taken, problems encountered, problem solutions, and lessons learned. Any documents created during the execution of support shall be attached to the AAR as enclosures.

6.4 WARRANTY REMEDIES AND PROCEDURES

The contractor shall be obligated, under the provisions of the Warranty for items delivered pursuant to this contract, to repair or replace or otherwise provide a remedy for warranted items only if damage or loss results from or is caused by the warranted item. The Contractor is not obligated to provide repair, replacement or other remedies in the event that damage or loss is the result of or is caused by actions or events other than the warranted item, to include such causes as: (1) misuse or abuse of the item beyond the use contemplated in the Specification; (2) accidental damage, to include aircraft crashes; (3) combat damage; (4) enclosure opening, modifications, or repairs, by persons other than Contractor-authorized service personnel; (5) natural disasters, to include flood, earthquake, hurricane, tornado; (6) fires or explosions not originating on or within the warranted item; and (7) force majeure.

6.4.1 Warranty Period

          a. The Contractor shall provide a minimum                                    warranty, including parts and labor for all equipment delivered under this contract. All warranties for items accepted on the same date shall be for the same duration. The warranty period shall begin upon Government acceptance of the MTS equipment and items.

          b. The warranty may include on-site procedures or mail-in or a combination of both. The Government reserves the right to carry in MTS equipment for repair at no additional cost to the Government. If mail-in/carry-in procedures are utilized, the Contractor shall provide no-cost repair for MTS equipment delivered to the Contractor by mail or carrier, if the equipment is under warranty according to the terms of the contract.

          c. The Government will bear costs to ship warranted equipment to a Contractor repair facility, to be identified in a Memorandum of Agreement (MOA) between the Government and Contractor. Contractor shall bear all shipping costs to return repaired equipment to any location within CONUS, Alaska, and Hawaii. Contractor will assume full responsibility for warranted items as soon as they arrive at a designated repair facility if sent to such a facility by the Government, or are accepted by a authorized Contractor representative as a warranted item for inspection and or repair. Contractor will retain responsibility for such equipment until the equipment arrives back under Government control. If equipment arrives at a designated repair facility without inspection by a authorized Contractor Field Services Representative (FSR), and the basis for repair is deemed to be a non-warranty cause, such as neglect or damage other than normal wear and tear, the Government will pay for the return of such item to the Government and will pay Contractor a flat examination fee.

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          d. Software and Firmware. Contractor will provide direct support warranty for any firmware loaded on MTS transceivers or Contractor software loaded on MTS equipment for              after Government acceptance of the first release of such firmware or software. Contractor will support any OEM warranty, providing the software is used on the MTS system only to the extent of the OEM’s original warranty agreement if one exists. Contractor will support any Contractor-developed firmware or software release updates for             after Government acceptance. If subsequent software bugs are found after warranty expiration, then Contractor will support the Government in resolution of such problems under Delivery Orders.

          e. If software other than Contractor-approved software is used on the MTS system, then Contractor is not liable for software warranty of such software. If such software is used and subsequently causes other Contractor software to fail or to be corrupted, then Contractor is not liable for damages to such equipment. Contractor will support the Government in resolution of such problems under Delivery Orders.

6.4.2 Return to Service

          a. Equipment located in CONUS and OCONUS, shall be returned to a fully operational status or replaced with a fully operational unit within                     of Contractor receipt of such equipment. Details on this process will be stated in an MOA between the Government and Contractor.

          b. Until such time as the Contractor is advised otherwise by the Government in writing, the Government will be responsible for shipping transceivers that contain COMSEC devices from OCONUS locations to Contractor CONUS facilities for repair. After receipt, Contractor will replace or repair the equipment, as needed, and ship to any CONUS location, Alaska, or Hawaii, as coordinated. The procedure for processing equipment containing COMSEC devices will be addressed in an MOA between the Government and Contractor.

6.4.3 Replacement Parts

          a. When the Contractor replaces a defective part during the warranty period, the newly installed part shall become Government property. The defective part shall become the property of the Contractor, except the Government reserves the right to retain defective disk drives containing sensitive or classified material and/or GFP which is required by statute or regulation to be destroyed or retained by the Government. The Contractor shall ensure that the hard drives are separately priced as a sub-component CLIN.

          b. The effective warranty for all replacement items installed during the initial warranty period shall be equal to the remaining warranty period on the original item or whichever is greater.

          c. Only new parts or parts certified by the Original Equipment Manufacturer (OEM) as equal to new shall be used in effecting warranty repairs. Additionally, all replacement parts shall be equal to or better than the replaced parts in terms of quality and performance.

6.4.4 Warranty Conditions

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The Government may upgrade equipment delivered under this contract by inserting items or attaching other devices such as third party cards or disk drives without voiding the applicable warranty. Substitutions and additions of equipment not manufactured or supplied by the Contractor shall be subject to the following:

          a. The Contractor shall not be responsible for damage caused to the original equipment provided the damage results from the use of third-party equipment.

          b. The Contractor shall not be responsible for defects or overall system performance degradation if such defects or performance degradation result from the use of third-party equipment.

          c. The Contractor shall not be responsible for defects or overall system performance degradation resulting from the use of third-party technicians or installers.

6.4.5 Post Warranty Maintenance

Upon receipt of a delivery order, the contractor shall provide follow on post initial warranty maintenance on a monthly fixed price basis for V1 (upon development) and V2 mobile units, Control Stations, and all transceivers in accordance with the provisions of paragraph 6.4.

6.5 HARDWARE AND SOFTWARE DOCUMENTATION

          a. Commercial Manuals. The Contractor shall provide commercial quality manuals and documentation for all hardware and software delivered under this contract in accordance with commercial practices. To the extent that it is consistent with commercial practices, the hardware and software documentation shall be provided as separately orderable items and not included in the equipment prices.

          b. MTS Operator and Maintainer Manuals, Installation Manual(s), and Training Material. Upon receipt of a delivery order, the contractor shall provide high quality data to the Government in the form of MTS users and maintainers manuals, installation manual(s), and training documentation for the V1 (upon development), V2, and Control Station.

          c. The contractor shall submit a draft for all new contractor-developed documentation 45 days after receipt of a delivery order. The Government will have 20 days (or such longer period as mutually agreed upon) to review and submit comments. The final documentation, in hard copy and Microsoft Office format, shall be submitted to the Government within 30 days of receipt of Government review and comment.

6.6 CONFIGURATION MANAGEMENT

The Contractor shall be a participating member of a Configuration Control Board (CCB) to evaluate all proposed system changes prior to implementation. PM will chair the CCB, with other members participating as required. Approval by CCB will be considered approval to implement change.

6.6.1 Correction of Safety Hazards or Equipment Malfunctions

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          a. In accordance with commercial practices, the Contractor shall notify the Contracting Officer and the PM office of all OEM-sponsored changes to correct safety hazards or equipment malfunctions.

          b. The Contractor shall implement changes to correct safety hazards in accordance with commercial practices. The implementation shall be in accordance with a mutually agreed-upon schedule. All such changes shall be implemented at no additional cost to the Government. In situations where access to equipment is limited, the MTS PM office will assist in coordinating such access, if required, and will assist Contractor in coordinating transportation into any restricted travel areas to accomplish such safety correction.

          c. During the equipment warranty period or during any period in which post-warranty repair services are procured, the Contractor shall implement changes to correct equipment malfunctions in accordance with commercial practices. The implementation shall be in accordance with a mutually agreed-upon schedule. These changes shall be made at no additional cost to the Government.

6.6.2 Current Technology Substitutions/Insertions/Additions

          a. The Contractor shall propose changes within the general scope of the contract for the purpose of product substitutions, technology insertions, and/or additions to assure that state-of-the-art, commercial items are available for delivery in accordance with the contract terms and conditions.

                    (1) Product substitutions are replacement of contract items which have been officially announced as either out-of-production or no longer supported by the OEM. The Contractor shall notify the Government within seven (7) days after receiving notification from an OEM of items being discontinued. The Contractor shall provide the Government with any then-available information on the OEM’s remaining inventory and/or support availability. Within thirty (30) days from first notification, the Contractor shall identify potential substitute items for the Government’s consideration. Final acceptance of proposed substitute items shall be subject to mutual agreement of the Government and the Contractor. Substituted items shall provide the same or greater performance for the same or lesser price of the contract item replaced.

                    (2) Technology insertions are upgrades and advancements in technology for existing contract items.

                    (3) Additions provide for new functionality not available on the contract. A new CLIN or sub-CLIN will be added to the contract for the addition of the new item.

          b. The Contractor’s offer of product substitution, insertion, or addition shall include information sufficient to determine that the proposal satisfies the terms and conditions of the contract and in particular, this section of the SOW. The proposal shall be subject to negotiations and shall, as a minimum, include the following information:

                    (1) A description, in detail, of the difference between the existing contract item(s) and the product substitution or technology insertion and a specific analysis of the comparative advantages and disadvantages of each. For additions, the proposal shall provide a complete description of the new item and a correlative analysis of how the new item will benefit the Government.

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                    (2) A discussion of how specific contract items would be changed if the proposal is accepted (e.g., if new equipment is offered to replace currently installed, will the old equipment be exchanged for the new equipment and on what basis).

                    (3) A statement as to how the changes will affect performance, costs, etc., and an item-by-item summary of any “street pricing” (including source of the “street price”) and any GSA pricing (including GSA Schedule Number).

                    (4) If applicable, an evaluation of all the effects the change would have on the Contract Life Costs, maintenance, personnel, site modifications, and energy consumption, etc.

                    (5) An analysis of a timeframe in which the change should be instituted to obtain maximum benefit to the Government for the remainder of the contract.

          c. The Contractor shall manage and propose product substitutions, technology insertions, and additions in a timely manner in order to allow sufficient time for Government evaluation and approval and to provide, without a lapse in availability, Government-approved products throughout the entire ordering period of the contract. (Government review times will vary depending upon the complexity and newness of the item.)

          d. The Government reserves the right to request a proposal for technology additions. Upon the Government’s request, the Contractor shall prepare a proposal that complies with the requirements of paragraph 6.14.1.c.

          e. The Government shall not reimburse Contractor for proposal costs for product substitutions, technology insertions, and additions initiated by Contractor. The Government shall reimburse proposal costs for product substitutions, technology insertions, and additions initiated by the Government.

          f. All approved changes shall be determined to be within the general scope of the contract and to be in the best interest of the Government. The decision as to the acceptability of such a proposal shall be at the sole and exclusive discretion of the Contracting Officer and is not subject to the Disputes clause of this contract. Acceptance of such a proposal shall be made by issuance of a written modification to this contract. Unless and until such a modification is issued to the Contractor, the Contractor remains obligated to perform in accordance with the terms of the existing contract.

          g. In the event the contract modification results in equipment changes to any of the basic computer configurations, the Government may require the Contractor to perform a Government-witnessed demonstration prior to the first delivery of the revised configuration(s). At a minimum, the Contractor shall demonstrate that the equipment is capable of performing in a manner equal to or better than the applicable certified benchmark test results and is capable of successfully performing. In such an event, the Contractor shall perform the demonstration within fifteen (15) days after the Contracting Officer’s request for the demonstration. At least seven (7) days prior to the demonstration, the Contractor shall deliver to the Government a plan that outlines the agenda, procedures, and any constraints related to the demonstration.

          h. All new equipment shall be backward compatible with existing hardware previously purchased and currently supported under this contract.

6.6.3 Replaceable Items

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The contractor shall offer replaceable items such as external antennas, cables, power cords, batteries, and printer cartridges, as separately orderable items for the MTS Control Station, V1 (upon development), and V2.

6.6.4 Sub-units

The contractor shall offer components of each MTS control Station, V1 (upon development), and V2. A sub-unit is a subassembly of the parent item such as a laptop computer, software, transit case, printer, hard drive. These are items that are typically user removable and installable in the event of field loss or damage. A sub-unit/subassembly is NOT typically a circuit card assembly or other items requiring specialized skill to remove and install (except hard drives). These items are to be determined by the offeror, however, in aggregate all sub-units shall make up the unit.

6.7 PROGRAM MANAGEMENT

With the exception of excusable delays as set forth in Part II.a, paragraph (f), the Contractor shall be liable for non-performance under this contract. In addition to the reporting requirements set forth in this paragraph, the Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible when non-performance is imminent or has occurred.

6.7.1 Program Management Reviews

          a. The Contractor shall provide Program Management Reviews every three months or as otherwise agreed upon with the PM.

          b. A PMR shall take place within 60 days of contract award.

          c. The PMR shall consist of, at a minimum, the following information:

                    (1) Contract Status, Issues, Remedies

                    (2) Delivery Order Status

                    (3) RMA Status and Analysis

                    (4) Forward Site Operations Status, Issues, Remedies

                    (5) Network Status (by theater): network availability percentage; cumulative downtime; number of unscheduled outages; unscheduled outage cause and resolution

                    (6) Open Action Status

                    (7) Discussion Topics/Concerns/Risks (to include those which are Government attributed), Issues, and Potential Mitigating Actions

6.7.2 Project Status Database

          a. The Government has a requirement to track program, logistics, and maintenance information. Upon receipt of a delivery order, the, Contractor shall develop, provide and maintain a PMO-accessible, via secured World-Wide Web, database that contains information on all equipment delivered under the contract. The database shall contain, at a minimum, the following information:

                    (1) Control Number (a number to track transactions)

                    (2) Delivery Order Number

                    (3) CLIN

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                    (4) Description

                    (5) Manufacturer, including Commercial and Government Entity (CAGE) code

                    (6) Model/Part Number

                    (7) Serial Number and IUID number

                    (8) Transceiver location (e.g., theater)

                    (9) Air Time Usage by Transceiver

                    (10) Warranty Start Date

                    (11) Extended Warranty Start Date and Expiration Date, if applicable

                    (12) Equipment Orders/Deliveries: This shall include the orders received and dollar value, required and actual delivery dates of each order (including partial deliveries

                    (13) Technical Support Services Orders/Deliveries: This shall include the orders received and dollar value, period of performance start and end dates of each order, and actual completion dates

                    (14) Warranty Repairs: This shall include identification of RMA number and pertinent dates (e.g., date notified of problem, date item received by contractor, date repaired, date returned to unit/Government, etc.)

                    (15) Maintenance Provided: This shall include identification of pertinent dates (e.g., date notified of problem, date repaired, etc.) and provide failure rate (Mean Time Between Failure (MTBF) for transceivers), Mean Time to Repair (MTTR). This shall be recorded at the sub-component level in order to facilitate future repair/support budgets.

          b. The database shall be capable of accepting user-defined queries (capable of being saved) and producing reports based on those queries. Reports shall be presented in a screen-readable format and exportable into MS Office compatible format.

6.7.3 World-Wide Web Site

          a. The Contractor shall, provide, upon the receipt of a separate delivery order, a Web site that shall be available on a 24-hour basis. The Web site shall be a restricted site, accessible only to military and DoD civilian employees with a ..mil email address. As a minimum, the Web site shall include, or provide hyperlinks to, the following downloadable information.

                    (1) Copies of Device Drivers. The Contractor shall publish all drivers needed to adequately operate the MTS equipment to the Web site. At a minimum, the Contractor shall post to the Web site those drivers that were developed by the Contractor for use under this contract and OEM-provided drivers. In the event that drivers are updated, the original and subsequent versions shall be maintained on the Web site.

                    (2) Manuals. The Contractor shall make training and maintenance manuals available on the Web site.

                    (3) Interactive Multimedia Instruction (IMI). The Contractor shall host PM-provided IMI content on the Web site.

                    (4) Troubleshooting Tips and Frequently Asked Questions.

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                    (5) Other Information Normally Provided to Commercial Customers. The Contractor shall post to the Web site any other information that is normally provided to commercial customers via a Web site and which the Contractor feels would be useful to MTS users.

          b. The downloadable electronic documents shall be readable and printable using software applications that are compatible with MS Office Suite or PDF. The Government will maintain the Contractor copyright notice on all Contractor-copyrighted downloaded documents.

6.7.4 Program Management Support

          a. The contractor, as a member(s) of the MTS Program Integrated Process Team (IPT), shall provide technical expertise to support the PM, MTS during the process of fielding and sustaining MTS. The contractor team members shall provide the following ad hoc support:

                    (1) IPT Matrix Support. The contractor shall assign personnel with appropriate expertise to perform as members of specific MTS IPTs established by PM, MTS, on an as required basis. The purpose of the IPTs includes, but is not limited to, the attendance of meetings to periodically discuss system evolution and Pre-Planned Product Improvement (P3I) in accordance with Part III.b, Appendix III, paragraph 2.13.

                    (2) Demonstration Support. In accordance with Part III.b, paragraph 6.14.11, contractor personnel shall demonstrate the functional capabilities of all MTS equipment at various locations, both CONUS and OCONUS. These demonstrations will normally be a part of a larger military or civilian display, e.g., Association of the United States Army (AUSA) Annual Symposium or similar events.

                    (3) Briefing Support. In accordance with Part III.b, paragraph 6.14.11, contractor personnel shall prepare briefing materials, attend Government briefings, and/or present briefing materials, as required. The Contractor shall act the subject matter experts (SMEs) on panels as required. Examples include, but are not limited to, briefings to the Government staff at the Pentagon, Fort Belvoir (PEO EIS), and Fort Lee (PM LIS) concerning the technical characteristics and performance capabilities of the MTS.

                    (4) Program Coordination Support. The contractor shall provide expertise to coordinate and participate with Government or Industry personnel regarding MTS-related areas of interest. This includes, but is not limited to, providing information and descriptions of the MTS performance capabilities and technical specifications, as required. The contractor shall provide technical information and participate in meetings on an ad hoc basis.

          b. The services listed above, if ordered, will be ordered annually under a Program Management Support CLIN. All travel, equipment, materials, and incidental expenses required to perform the services described above shall be included in the price of the CLIN. This includes all fees and costs associated with attending Conferences, Symposiums, and similar events.

          c. To enable sufficient time for the contractor to make travel arrangements, all tasks requiring travel, other than local (within 100 mile radius of the contractor’s primary facility) and vicinity of Fort Lee, VA, will be provided to the contractor no later than 7 calendar days prior to the start date of the services to be performed.

          d. The contractor shall prepare and deliver after action reports (AAR) to the Government that summarize the tasks performed, with the submittal of each monthly invoice (see paragraph (e) below). AAR shall also provide detailed statements of all actions taken, problems

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encountered, problem solutions and lessons learned. Any documents created during execution of a task shall be attached to AAR as enclosures.

          e. The Contractor will submit a monthly invoice for the services listed above. The services outlined above and any required deliverable is subject to Government approval. The Government will review all documents provided by the contractor. Any documents found to be incomplete or unclear shall be returned to the contractor for revision. The COR will provide written notification of Acceptance or Rejection within five working days of receipt, or such longer period as mutually agreed upon.

6.7.5 Accounting for Contract Services

          a. The Office of the Assistant Secretary of the Army (Manpower and Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including sub-contractor manpower) required for the performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://cmra.army.mil. The required information includes:

                    (1) Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative;

                    (2) Contract number, including task and delivery order number;

                    (3) Beginning and ending dates covered by reporting period;

                    (4) Contractor name, address, phone number, email address, identity of contractor employee entering data;

                    (5) Estimated direct labor hours (including sub-contractors);

                    (6) Estimated direct labor dollars paid this reporting period (including sub-contractors);

                    (7) Total payments (including sub-contractors);

                    (8) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different;

                    (9) Estimated data collection cost;

                    (10) Organizational title associated with the Unit Identification Code (UID) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information;

                    (11) Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website;

                    (12) Presence of deployment or contingency contract language; and

                    (13) Number of contractor and sub-contractor employees deployed in theatre this reporting period (by country).

          b. As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed twelve (12) months ending September 30 of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct

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SML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor’s systems to the secure website without the need for separate data entries for each required data element at the website. The specific formats for the XML direct transfer may be downloaded from the website.

          c. The Unit Identification Code for this contract is: W6DY16

6.7.6 Synchronized Predeployment and Operational Tracker (SPOT) Database.

Upon receipt of a delivery order, the Contractor shall perform Program Management services IAW DFARS Clause 252.225-7040 as described in the Addenda to DFARS Clause 252.212-7001 at paragraph (g) for contractor personnel authorized to accompany U.S. Armed Forces deployed outside the United States.

6.8 SECURITY

          a. The Contractor shall ensure that Contractor personnel have the necessary Government security clearances. The highest clearance level required under the contract will be Secret as established by DD Form 254, Contract Security Classification Specification, at Part III, Attachment III.b of the contract. The Contractor shall not claim lack of security clearances as a reason for non-compliance. The specific security access requirements will be set forth in each respective delivery/task order.

          b. The Contractor shall ensure that all personnel in positions designated “IT Sensitive,” as defined in AR 25-2 or its designated successor, have successfully completed the necessary background investigation. Further guidance on investigative requirements is available in DoD 5200.2-R.

          c. The Contractor shall, upon the receipt of a separate delivery order, conduct a self-assessment to determine compliance. Upon completion of self-assessment, the Contractor shall provide assistance to the Government in meeting requirements to achieve system accreditation IAW DoDI 8510.bb (DIACAP) pursuant to execution of a delivery order.

6.9 SPECTRUM CERTIFICATION

          a. MTS shall be physically capable of transmitting and receiving messages world-wide. For each country for which the Government desires MTS operation, upon receipt of a delivery order, the contractor shall ensure that the MTS System complies with the applicable DoD, National, and International spectrum management policies and regulations and shall comply with spectrum certification requirements (e.g., Host Nation Approval), which shall be communicated to the Contractor when applicable, prior to operational deployment. DD Form 1494 will be prepared, updated as required and submitted to the Military Communications Electronics Board Joint Frequency Panel by the PM.

          b. The contractor shall perform inspections, analyses, and tests, as necessary, to verify that the system meets spectrum supportability requirements. In addition, the contractor shall follow guidance provided by foreign governments (i.e., host nation comments provided in response to

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the request to coordinate on a J/F-12) and shall implement operating frequency changes as required for operation in that host nation.

          c. There shall be no additional fee for landing rights, backhaul, tariff or any other additional cost for air time. The Contractor shall include all such fees in the CLIN prices such that the government pays one fixed rate.

          d. Upon receipt of a delivery order for operation in a country in which the Government desires that MTS operations be established, the Contractor will prepare a Firm Fixed Price proposal stating the service availability and costs, if any, of procuring a commercial operating license.

6.10 FEDERAL COMMUNICATIONS COMMISSION (FCC) CERTIFICATION

All applicable hardware components shall meet, as appropriate, the requirements of the FCC Class A. The FCC Class A qualification for all MTS equipment shall remain unchanged after installation of contractor-provided internal devices. All applicable hardware components for Outside Continental United States (OCONUS) shall meet the International Special Committee on Radio Interference (CISPR) 22, Class A (International) standards for Radio Frequency Interference/Electromagnetic Interference (RFI/EMI), be Underwriters and European Community (CE) certified.

6.11 USAGE TIME/AIR TIME

          a. Contractor shall provide Satellite coverage to support geographical areas, as identified in and upon receipt of a delivery order. The cost of satellite time shall be designated by geographical area, by duration (month, quarter, 6-month, year), and by channel rate (¼, +3dB, full, full+3dB), channel quantity, and satellite carrier (INMARSAT, THURAYA, etc.). The cost of satellite time shall be designated by geographical area and based on the following notional capacity requirements per area:

                    •       CENTCOM AOR (Iraq, Kuwait, Afghanistan):

                    •      USAREUR AOR:

                    •      CONUS AOR:

                    •      PACOM AOR:

          b. Prior to the end of this contract, the contractor should provide a means by which the Government may acquire and pay for subsequent usage time/air time usage for systems they already own.

          c. The government also reserves the right to issue additional delivery orders to augment satellite coverage in other geographical areas to be determined at a later date.

6.12 PART NUMBERS.

The contractor shall implement and use a part number scheme to facilitate reporting. Each part number shall be unique and should also be the same number as on the CLIN and in appropriate

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manuals. The contractor shall also maintain a contractor to OEM part number cross reference as part of the web site, upon receipt of a delivery order Major components should have unique serial numbers affixed to each unit.

6.13 ITEM UNIQUE IDENTIFICATION (IUID).

Under this contract, the contractor shall deliver items that are in compliance with the Defense Federal Acquisition Regulation Supplement (DFARS) 252.211-7003 and IUID requirement. The requirement for an item unique identification, or a DoD recognized unique identification equivalent, shall apply for all property items delivered by the contractor under this contract to the Government if one or more of the following criteria apply:

          a. All items for which the Government’s unit acquisition cost is $5,000 or more.

          b. Items for which the Government’s unit acquisition cost is less than $5,000, when identified by the requiring activity as DoD serially managed, mission essential or controlled inventory.

          c. Items for which the Government’s unit acquisition cost is less then $5,000 and the requiring activity determines that permanent identification is required.

          d. Regardless of value:

                    (1) Items that have a DoD serially managed subassembly, component, or part embedded within.

                    (2) Parent items (as defined in DFARS 252.211-7003(a)) that contain the embedded subassembly, component or part.

6.14 TECHNICAL SUPPORT SERVICES

6.14.1 General

          a. When ordered, the Contractor shall provide technical support services that are within the scope of this section. Technical support services include:

                    (1) Site surveys

                    (2) On-site installations and training

                    (3) Relocation of equipment

                    (4) Post-installation support

                    (5) Engineering studies and documentation

                    (6) Development, integration and certification testing

                    (7) Development/modification of software programs to achieve additional functionality

                    (8) Development and documentation of A-Kits for different families of vehicles

                    (9) Expedited Delivery and OCONUS shipping

                    (10) Additional System Integration

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                    (11) Demonstration Support

          b. Labor Categories and Tasks:

                    (1) Program Manager – Lead task order, maintain cost, technical, schedule and overall management of resources to accomplish task requirements

                    (2) Site Leader – Serve as senior contractor POC at a field site with total knowledge of task areas and authority to manage personnel

                    (3) Mechanical Installer – Capable of following drawings and installation criteria, making changes to vehicles and installing A-Kits into vehicles and performing overall system or installation tests

                    (4) System Trainer – Capable of training the system operation to soldiers

                    (5) Senior Engineer – Capable of analyzing requirements and designing system changes

                    (6) Junior Engineer – Capable of supporting the analysis of requirements and designing system changes

                    (7) Senior Software Analyst – Capable of working with software requirements and to plan changes to design based upon new/changed requirements

                    (8) System Analyst – Capable of integrating across all system requirements to produce new/modified requirements

                    (9) Software Programmer – Capable of making software changes to implement new/changed requirements

                    (10) Test Analyst – Capable of testing hardware/software changes to task requirements

                    (11) Mechanical Engineer – Capable of designing A-Kit mechanical components based upon requirements

                    (12) Mechanical Fabricator – Capable of fabricating/assembling A-Kit mechanical components

                    (13) Electrical Engineer – Capable of designing A-Kit electrical components based upon requirements

                    (14) Electrical Fabricator – Capable of fabricating/assembling A-Kit electrical components

                    (15) Technical Writer – Capable of producing technical documentation for task order requirements

                    (16) Clerical – Capable of using automated tools for the production of documentation; capable of performing final proofing, making changes and providing general clerical support to task order areas.

                    (17) Subject Matter Expert – Capable of providing subject matter expertise on satellite-based packet data communications systems and their application to military logistics issues. Identify, analyze, derive, and document functional requirements for satellite-based movement tracking systems and other military logistics operations and information systems, satellite

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communications systems and architectures. Provide description, advice, and guidance for understanding Army logistics doctrine, tactics, information systems operations and integration. Work closely with the customer to help resolve differences between requirements, understand functional mission requirements, and assist with meeting customer expectations. Work closely with Army Movement Tracking System program staff and CASCOM staff to ensure delivered systems meets requirements and expectations.

                    (18) Field Service representative (FSR) – Provide formal and informal instruction on the Movement Tracking System to government personnel. This instruction shall include at a minimum, but is not limited to, operator instruction on the mobile V2 and the control station as well as administrator support level training to Combat Service Support Automation Management Office personnel or their unit equivalent. Provide assistance to government personnel in the form of end-to-end system repair whenever possible and further assistance in expediting the RMA process when on-the-spot repairs are not possible. Provide A-Kit de-installation and installation support to units as needed and when coordinated and approved by PM MTS. Assist the PM MTS with field testing and provide feedback on all testing and systemic problems found. Provide weekly reports to the PM MTS that detail all training events, RMA and trouble call assistance rendered, and all installation/de-installations preformed.

          c. Prior to issuance of a task order for technical support services, the Contracting Officer will provide the Contractor with a request for a proposal, which includes a description of the task(s) to be performed. Within fifteen (15) days of receipt of the request, the Contractor shall deliver to the Contracting Officer a proposal for performing the services. The proposal shall contain sufficient detail to enable the Government to determine the acceptability of the proposal and shall include, as a minimum:

                    (1) A brief description of the technical approach which demonstrates the Contractor’s understanding of the requirement

                    (2) A proposed milestone chart

                    (3) Proposed labor categories from the Master CLIN listing and the number of hours proposed for each category, and

                    (4) Proposed other direct costs (ODCs), to include any proposed travel costs, which are consistent with the Joint Travel Regulation.

          d. The Government reserves the right to accept or reject any proposal for technical support services. This decision shall be final and not subject to the “Disputes” clause of this contract. After the Government has reviewed and accepted the Contractor’s proposal (negotiations may be required), subject to availability of funds, a firm-fixed-price task order will be issued a minimum of 14 days prior to the start date of such work. The Contractor shall then perform the technical support services in accordance with the approved proposal.

          e. Synchronized Predeployment and Operational Tracker (SPOT)

                    (1) In accordance with DoD Instruction 3020.41, contractor Personnel Authorized to Accompany the U.S. Armed Forces, the Contractor shall enter before deployment, or in already in the designated operational area, enter upon becoming an employee under the contract, and maintain current data, including departure data, for all Contractor personnel that are authorized to accompany U.S. Armed Forces deployed outside the United States. The automated web-based system to use for this effort is the Synchronized Predeployment and Operational Tracker (SPOT)

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(For more information on how to register and enter data into this system, go to http://www.dod.mil/bta/products/spot.html).

                    (2) The Contractor shall ensure that all employees in the database have a current DD Form 93, Record of Emergency Data card, on file with both the Contractor and the designated Government official. The Contracting Officer will inform the Contractor of the Government official designated to receive this data card.

6.14.2 Site Surveys

          a. The Contractor shall perform site surveys in accordance with approved proposals submitted pursuant to paragraph 6.14.1.c. The primary purpose of the survey is to provide a detailed scope of work required for the later installation/fielding of MTS equipment, for the purpose of fitting the system to a new vehicle family, or establishing a new field operating site. The Government will make available a representative sample of any vehicle for contractor access.

          b. Within seven (7) days after completion of the survey, the Contractor shall deliver a survey report to the Government official identified on the applicable task order. The report shall include a description of any actions (e.g., site modifications) which must be completed prior to installation of the MTS equipment and it shall be sufficiently detailed to facilitate successful installation of the equipment. The report shall be subject to Government approval. Any revisions to the report shall be submitted to the Government official within three (3) workdays of receipt of Government comments.

          c. The Government will be responsible for performing site modifications (e.g., A/C, power, etc.) which are identified in the survey report.

          d. In instances where work to be performed by the Contractor requires interaction with existing facilities and equipment, the Contractor shall be responsible for any damage to existing facilities or equipment resulting from the Contractor’s efforts.

6.14.3 On-Site Installation and Training

          a. The Contractor shall perform on-site installation of MTS equipment in accordance with approved proposals submitted pursuant to paragraph 6.14.1.c. Installation services include both initial installation and upgrades to existing MTS equipment, as well as conducting training on the equipment installation, use and maintenance.

                    (1) New Equipment Training (NET). A training team will conduct operator, integrator and maintainer training at each training location. The Contractor shall conduct training for all critical tasks identified during the Front End Analysis and the design and development efforts that were selected for training. The approved training package will be utilized to provide this initial training. The training shall be provided either on-site at each location that has system hardware being fielded to that site, or during field exercises, rotations, or deployments, as required. Representative system hardware will be utilized. Monitorship and hands-on training will occur as required following classroom training. The purpose of the monitorship is to ensure training effectiveness. Over-the-shoulder individual assistance will be provided as required. Monitorship, hands-on training, and over-the-shoulder individual assistance may also be required during field exercises, rotations, or deployments. The team will ensure full conversion and operation of the system prior to departure from the installation.

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                    2) System Installation Training. The Contractor shall provide instruction to key Government personnel on the installation of A-Kits into applicable vehicle platforms, as outlined in an MOA to be established.

          b. After installation is completed, the Contractor shall restore any Contractor-used Government work and storage areas to a clean condition.

          c. The contractor may be required to supplement training data provided under paragraph 6.5.b in a more military style:

                    (1) Training Analysis Process. A front end training analysis will be accomplished, upon receipt of a Delivery Order from the Government, to develop a general training concept, a training Master Task List (MTL), and identify the Terminal Learning Objectives and Enabling Learning Objectives to support each task. Subject matter experts (SME) will subsequently review the analysis. Following approval of the MTL, a Task Selection Matrix (TSM) will be developed, critical tasks identified for training, and methods of training will be determined. An Instructional Media Design Report (IMDR) (details the flow, appearance, and subject matter of the interactive courseware) will be completed and training scenarios reflecting operational environments will be developed. From the approved TSM, tests for each task will be developed, draft Programs of Instruction (POI), Lesson Plans (LP) / Storyboards, Handouts (HO), Practical Exercises (PE), and a Training Database will be developed. As the system matures, a Detailed Task Selection Matrix will be developed to identify step-by-step procedures required to accomplish each task. Draft Training Packages and supporting documentation will be tested and adjusted prior to the Operational Test (OT). SME support will be provided/coordinated by USA Combined Arms Support Command (CASCOM) throughout the development process. The development contractors will visit and/or coordinate directly with designated Points of Contact (POC).

                    (2) Multimedia Training. Multimedia Training shall be the secondary or sustainment method of training for the MTS. The multimedia training will be on a separate CD ROM that must be periodically updated to reflect the changes to the system. It will satisfy the majority of the requirements for new equipment training, sustainment, collective, and instructor and key personnel (IKP) training for the mobile unit operator and Control Station operator.

                         (a) The V2 and Control Station system software shall contain a Training Menu Option which will allow the selection for training and training support functions and will replicate the prime system. Training will address the user by name based on log-in information and will provide the supervisor with the ability to manage the training environment to include establishing training requirements, selecting specific material for students, setting performance criteria, and producing training reports and comprehensive end of course tests. Interactive multimedia training is the required medium to train and evaluate the user’s performance.

                         (b) The Multimedia Training will consist of two major elements: training and help. Multimedia Help shall be accessible from two different means: Menu Selectable Help and Context Sensitive Help (to at least 4 levels). To the extent possible, commercial software with help utilities will be incorporated. The multimedia training (CD ROM) will include as a minimum a V1 Operator Course, a V2 Operator Course, Integrator Course and Systems Administrator/Maintainer/CSSAMO.

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                         (c) A multimedia package will be developed. It must have hooks embedded into the prime system software (embedded training) so the user can obtain access to the training system and receive training by clicking on the hyper text, go to training, and return to the work area (training itself may be on CD-ROM). This will be an option load with the prime system. The training package must also be capable of operating separately, to provide the capability for conduct of initial or sustainment training; it will be MTS specific and capable of use on any compatible DOS computer. Training screens will be identical to the prime system screens and help capabilities.

                    (3) Paper-Based Training. Paper-based training will be developed for designated tasks and those tasks not identified for embedded training. These packages must contain approved task lists, Programs of Instruction (POIs) and Lesson Plans (to include handouts, slides, practical exercises and tests) to assist the unit in conducting sustainment training.

                    (4) Unit / Sustainment Training. Multimedia Embedded Training (ET) will be provided with the system and will have hooks resident in the system software to effect ET. Training CD-ROM disks will also be provided. A complete copy of the training package, to include those tasks not selected for ET (including POI, Lesson Plans, and any other paper-based material), will be provided to units for unit sustainment training. Commanders of TOE / TDA units are responsible for conducting unit sustainment training as required.

                    (5) Training Evaluation and Manual Verification. USA CASCOM training evaluators will conduct a training Operational Test and Readiness Evaluation (OTRE) of the final training package when the operational test players are being trained. An OTRE will be conducted for all training provided. The training will include ET, Help, the Program of Instruction (POI), Task Selection Matrix (TSM), Lesson Plans (LP)/Story Boards, Practical Exercises (PE), tests, tutorials and manuals (on-line and paper-based). USA CASCOM will issue a training Operational Test Readiness Statement (OTRS) through TRADOC to OPTEC as a result of the OTRE. To ensure a successful OTRE, the PM MTS should request a customer test by USA CASCOM at any time prior to the OT.

6.14.4 Reinstallation of Equipment

The Contractor shall assist in, or perform, the reinstallation of MTS equipment in accordance with approved proposals submitted pursuant to paragraph 6.14.1.b. The extent of the services to be performed by the Contractor will vary by task order from minimal involvement (e.g., survey assistance) to total responsibility for the reinstallation.

6.14.5 Post-Installation Support

Pursuant to approved proposals submitted in accordance with paragraph 6.14.1.c, the Contractor shall provide post-installation support and guidance to assist users in successful transition to MTS equipment. Such services can relate to general system operations or to specific tasks; e.g., porting data files and shall include making on-the-spot equipment adjustments or replacements as required. Post Installation Support may occur immediately following classroom training, new equipment training, or during field exercises, rotations, or deployments. The contractor shall maintain accountability of PM MTS spare equipment.

6.14.6 Engineering Studies and Documentation

          a. Pursuant to approved proposals submitted in accordance with paragraph 6.14.1.c, the Contractor shall perform engineering studies. These studies shall be related to the present and

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possible future physical and performance characteristics of equipment used in support of the system. Examples of such studies could include, but are not limited to system engineering feasibility studies, network studies, technology assessment studies, and quality-related practices studies. These studies may respond to, but are not limited to, the following:

                    (1) An unexpected decreased level of system responsiveness;

                    (2) Planned expansions of computing services or network connectivity; and

                    (3) Sudden changes in traffic and data storage requirements which adversely affect network performance.

          b. All engineering studies shall be subject to Government approval. The Government will have 14 days (or longer if mutually agreed upon) to review and submit comments. Any revisions to the studies shall be submitted to the Government official within fifteen (15) days (or longer if mutually agreed upon) of receipt of the Government comments.

6.14.7 Impact Studies

          a. During the life of the contract it is anticipated that changes will be made to the interfacing system/support software and/or equipment purchased from sources other than the MTS Contractor, which may require integration into the MTS configuration.

          b. In such cases, pursuant to paragraph 6.14.1.c, the Government may request the Contractor provide an impact study which addresses, at a minimum, the following:

                    (1) A description of any MTS equipment modifications and/or additions (including any device drivers) necessary to at least maintain the current level of system performance.

                    (2) A description of any revisions and/or additions to system application and/or Government-owned system support software which are necessary to at least maintain the current level of system performance.

                    (3) A price proposal for effecting the necessary changes to the MTS equipment (including any device drivers) identified pursuant to paragraph (1) above.

                    (4) A proposed schedule to implement the recommended changes identified in the impact study.

          c. All impact studies shall be subject to Government approval. The Government will have 14 days (or longer if mutually agreed upon) to review and submit comments. Any revisions to the studies shall be submitted to the Government official within fourteen (14) days (or longer if mutually agreed upon) of receipt of the Government comments.

          d. The Government reserves the right to have the Contractor implement the changes identified in the approved study. The proposed price shall be subject to negotiations. If accepted by the Government, a contract modification will be executed to effect the change.

          e. In the event the contract modification results in equipment changes to any of the basic computer configurations, the Government may require the Contractor to perform a Government-witnessed demonstration prior to the first delivery of the revised configuration(s). As a minimum, the Contractor shall demonstrate that the equipment is capable of performing in a manner equal to or better than the certified benchmark test results and is capable of successfully executing. In such an event, the Contractor shall perform the demonstration within fifteen (15)

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days after the Contracting Officer’s request for the demonstration. At least seven (7) days prior to the demonstration, the Contractor shall deliver to the Government a plan that outlines the agenda, procedures, and any constraints related to the demonstration.

6.14.8 Development/Modification of Software Programs to Achieve Additional Functionality

The Contractor shall perform software development to achieve additional functionality in accordance with approved proposals submitted pursuant to paragraph 6.14.1.c.

6.14.9 Development and Documentation of A-Kits for Different Families of Vehicles

          a. The Contractor shall perform non-recurring engineering to support the development, qualification and Government acceptance for production of specified A-Kits. A-Kits are the mechanical mounting devices for mounting mobile units to a vehicle in accordance with approved proposals submitted pursuant to paragraph 6.14.1.c. A-Kits shall include the necessary shock, vibration and electrical isolation required based on the operational profile of the vehicle, and shall include cable harnesses, cable egress panels, etc. needed for installation of the required equipment. Typically, the contractor shall work with designated Government or vehicle contractor personnel in the design, development and prototyping of an A-Kit. Subsequent to development of an A-Kit, that equipment, at the discretion of the Government, will be added by contract modification as a separately orderable CLIN on the contract.

          b. It is anticipated that, over the life of this contract, several sets of A-Kits and documentation will need to be developed, one for each vehicle type. The contractor shall provide technical data to the Government to allow subsequent development of Integrated Logistics Support (ILS) products for the vehicles on to which the MTS will be installed. The data the contractor shall provide will allow the Government to provision, catalog, document and support MTS A-Kit parts. The contractor shall also provide data sufficient to allow the government to produce a technical manual documenting installation of the A-Kit in the selected vehicle and installation of the B-Kit (mobile unit) to the A-Kit and repairs of the MTS A-Kit. The contractor shall provide all data necessary to allow the government to produce installation and maintenance instructions for the MTS A-Kit on a vehicle.

                    (1) Maintenance Analysis and Parts Provisioning Drawing Package.

                         (a) The contractor shall provide a complete MTS A-Kit drawing package for each designated vehicle. The drawing package shall include a top level or top level drawings, the drawing tree or drawing structure and all individual piece part and component drawings, all assembly and manufacturing instructions. The drawing package may be in contractor format. The drawing package may be supplemented with additional narrative information to complete these requirements. The drawings or supplemental documentation to the drawing package shall include:

• Scheduled Maintenance Requirements

• Troubleshooting procedures

• Safety/hazard precautions

• Requirements for special tools

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• Copyright release for all Contractor-copyrighted data provided to permit the Government to provision, catalogue, document, and support MTS A-Kit parts. The release shall not permit the Government to further release Contractor-copyrighted data to any 3^rd party outside of the Government.

• All instructions required to install the MTS A-Kit on the designated vehicle including all steps required to modify the vehicle to accept the MTS A-Kit.

                         (b) The drawings or supplemental documentation to the drawing package shall include, as applicable:

• Material Data Safety Sheets

• Wear limits for wear parts

• Lubrication requirements

                         (c) All drawings and publication data shall be in the English language.

                    (2) Parts Provisioning.

                         (a) The contractor shall provide the government the following data for each MTS A-Kit part:

• Complete set of approved supplier service drawings

• Component manufacturer part numbers

• Component manufacturer Cage Codes to be stamped or typed on the drawing

• Unit Package quantities

• Weights and Dimensions

• Dimensional Data for all hardware (nuts, bolts washers)

• Each and Unit Package Prices

• Optimum Quantity Prices

• Available Reliability or Projected Failure Rate Data

• Repair Kit information, as applicable

                         (b) All drawing and publication data shall be in the English language.

                    (3) Publications Support; The contractor shall provide the government any available commercial off the shelf manual/ literature and all necessary technical data to develop initial installation, operations, maintenance, repair, service, inspection storage and test procedures required to use and maintain the MTS A-Kit.

6.14.10 Additional System Integration

          a. The contractor may be required to perform integration services at field locations to support the initial installation or troubleshooting of the system surveys in accordance with approved proposals submitted pursuant to paragraph 6.14.1.c. Any such requirement will be identified to the contractor in a separately issued task order. The Contractor shall be responsible for all items provided to the Contractor until they are safely returned to the Government in the

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condition in which they were provided. It is anticipated that over the life of the contract additional system integration services may be required. In such cases, these requirements may be added to this contract by contract modification. In such an event, the Contracting Officer will request a proposal from the Contractor. The request will include a description of the integration and the operational environment; the typical configuration(s); the specific performance requirements; the loading and operating instructions; test criteria and data; and access to any required application software.

          b. Prior to the first delivery of equipment that has been integrated pursuant to a contract line item number (CLIN) that has been added, the Government may require the Contractor to conduct a Government-witnessed demonstration to validate that the integration configuration is capable of successfully executing the requirement. In such an event, the Contractor shall perform the demonstration within fifteen (15) days (or longer if mutually agreed upon) after the Contracting Officer’s request for the demonstration. At least seven (7) days prior to the demonstration, the Contractor shall deliver to the Government a plan that outlines the agenda, procedures, and any constraints. The Government reserves the right to have at least two (2) Government-designated representatives witness each demonstration.

6.14.11 Demonstration Support

The contractor may be required to provide technical/support staff to assist the government at system demonstrations and/or briefings. Any such requirement will be identified to the contractor in a separately issued task order.

END OF STATEMENT OF WORK

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APPENDIX I

TO THE MTS STATEMENT OF WORK AND SPECIFICATION

APPLICABLE DOCUMENTS

In the event that any of the documents listed in this Appendix have been canceled or superseded, the most recent document in effect at the time of release of the contract award shall govern.

I.1 TECHNICAL ARCHITECTURE DOCUMENTS

The following technical architecture documents are available on the World-Wide Web at the identified URLs.

Defense Information Technology Standards Registry (DISR)Department of the Army Joint Technical Architecture - Army (JTA-A), Version 5.0, dated 11 September 1997, available at:

          http://disronline.disa.mil/a/DISR/index.jsphttp://www.hqda.army.mil/techarch/jtaa50/jtaa50.htm

I.2 GPS USER EQUIPMENT INTERFACE CONTROL DOCUMENT FOR THE RS-232/RS-422 INTERFACE OF DoD STANDARD GPS UE RADIO RECEIVERS

          a. Department of Defense ICD-GPS-153C GPS User Equipment Interface Control Document for the RS-232/RS-422 Interface of DoD Standard GPS UE Radio Receivers, dated 27 June 1995, is available at from the Global Positioning System (GPS) Joint Program Office Army Product Manager (JPOPM), SMC/CZ (AFMC), P.O. Box 92960, Ft Monmouth, NJ. The POC is Mr. Chris Manning whose email address is Christopher.Manning@us.army.mil.

          b. The ICD-GPS-153 document is export controlled technical data with military application controlled under the Arms Export Control Act as implemented by the International Traffic in Arms Regulation. Distribution of the ICD-GPS-153 is authorized to Department of Defense and DoD Contractors only. However, the document can be released to prospective contractors provided they registered with and receive authorization from the Defense Logistics Agency (DLA). DLA has a web site that explains the procedure and requirements at:

          http://www.dscc.dla.mil/offices/callcenter/

DLA also has a telephone information number 1-877-352-2255. The registration and authorization process takes approximately five to ten working days. Offerors are encouraged to start the registration process as soon as possible.

END OF APPENDIX I TO STATEMENT OF WORK

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APPENDIX II

TO THE MTS STATEMENT OF WORK AND SPECIFICATION

DEFINITIONS

II.1 DEFINITIONS

II.1.1	A-Kit: That mechanical device which provides a mounting capability between a vehicle and the Vehicle Mounted Mobile Unit (V2).
II.1.2	B-Kit: The Vehicle Mounted Mobile Unit (V2).
II.1.3	Continental United States (CONUS): All locations and sites within the 48 contiguous states, including the District of Columbia.
II.1.4	Days: Unless otherwise noted as “working days”, all references to days shall refer to calendar days.
II.1.5	Equipment: The term equipment as used throughout the specification refers to hardware, software, and/or firmware
II.1.6	Hours: Unless otherwise noted as “business” hours, all references to hours shall refer to wall clock hours.
II.1.7	INFOSEC: The term INFOSEC as used throughout the specification refers to Information Security which includes the protection of all MTS data, message contents, and position report contents.
II.1.8	World-wide: This encompasses the physical face of the planet                                          , to include all oceans and islands, via segregation into operational theater constructs, where commercial L-band satellite coverage is available.
II.1.9	Outside the Continental United States (OCONUS): All locations outside the 48 contiguous states of the United States.
II.1.10	State-of-the-Art Technology: Commercial products that represent recent product designs and performance features. It does not include out-of-date, discontinued hardware and software.
II.1.11	System Modularity: Equipment that is developed as a series of smaller parts (“modules” or “ system elements”) that can be functionally separated from the other system parts in order to facilitate integration and specialized upgrades.

END OF APPENDIX II TO STATEMENT OF WORK

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APPENDIX III

TO THE MTS STATEMENT OF WORK AND SPECIFICATION

EQUIPMENT SPECIFICATION

III.1 INTRODUCTION

All equipment delivered under this contract shall satisfy the general performance requirements set forth at paragraph III.2.

III.2	GENERAL PERFORMANCE REQUIREMENTS
III.2.1	Commercial Equipment

All equipment delivered under this contract shall be commercial items as defined in the Federal Acquisition Regulation (FAR) Clause 52.202-1.

III.2.2 Only New Equipment

Only new equipment shall be delivered under this contract. The Contracting Officer will not grant approval for used or reconditioned equipment. Components of such equipment may be reconditioned provided such components are drawn from stockage that does not differentiate between new and reconditioned components. (Not applicable to GFP)

III.2.3 Compliance with Defense Information Technology Standards Registry (DISR)

All applicable equipment components provided under this contract shall meet the requirements of the DISR, or for those that do not currently meet the requirements, the Contractor shall provide a plan, within 180 days after contract award, for becoming compliant. The DISR is the minimal set of rules governing the arrangement, interaction, and interdependence of the parts or elements that together may be used to form an Army information system. Its purpose is to ensure that a conformant system satisfies a specified set of requirements. The DISR applies to all systems that produce, use, or exchange information electronically. The DISR will be used by anyone involved in the management, development, or acquisition of new or improved Army Information Systems. The DISR uses the concept of a Common Operating Environment (COE) that provides a re-useable set of common software services via standard application programming interfaces (APIs).

Any computer provided as part of the solution for paragraphs III.2.8 (V2) and III.2.9 (Control Station) shall conform to the Windows Operating System. Commercial software provided shall have documented and published APIs to allow integration with other applications which may evolve.

III.2.4 Power Requirements

          a. The V1 shall be primarily powered by one or more internal batteries.                                                                  The V1 shall also come with a vehicle power adapter to enable operations from vehicular supplied power which is nominally between 12-32 volts direct current.

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          b. The V2 shall operate from vehicular supplied power which is nominally between 12-32 volts direct current. Vehicle power is used only when the V2 unit is mounted in the vehicle and when the engine is running. The V2 shall be capable of operating from standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz commercial power.

          c. The Control Station equipment shall be auto-sensing between 110 and 220 volts alternating current and between 60 and 50 Hz. The Control Station transceiver shall have an external power source such as use of a vehicle battery or an appropriate AC power adaptor. The Control Station laptop shall have one or more internal batteries.

          d. All equipment (V1, V2, and Control Station) shall be properly protected from electrical damage due to fluctuations in power, nearby lightning and high power microwaves to acceptable industry standards. Employment of user replaceable one time use fuses is not allowed.

III.2.5 User Replaceable Components

All user-replaceable components; e.g., batteries, diskettes, shall be replaceable by the user without requiring special tools or a maintenance technician.

III.2.6 Commercial Software

All commercial software fixes, patches, and revisions available free to licensed users within the general public shall be provided free to the Government.

III.2.7 Handheld Mobile Unit (V1)

These requirements are applicable only to the Handheld Mobile Unit [V1].

          a. Have integrated send/receive messaging capability per III.2.11.a.

          b. Have integrated GPS capability.

          c. Does not require a graphical map.

          d. Contain the required battery.

          e. Have one transit case per V1 as specified in III.2.7.

          f. Be water-resistant to the point that it remains fully functional in the rain.

          g. Requires an alphanumeric text display.

          h. Have an RS-232/RS-422 Interface conforming to the DoD Standard GPS User Equipment Interface of Radio Receivers, if applicable.

III.2.8 Vehicle Mounted Mobile Unit (V2)

These requirements are applicable only to the V2.

          a. Have integrated send/receive messaging capability per paragraph III.2.11.a.

          b. Have integrated GPS capability.

          c. Have the capability to display full color graphical maps as described in paragraph III.2.8.g.

          d. Have one transit case per V2 as specified in paragraph III.2.9.

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          e. Ability to integrate with (mount, operate and draw power from) the host vehicle without the need to relocate vehicle components or externally mount non-antenna components. Possible vehicles are the PLS, HEMTT, HET, M915 Tractor, M800-series and M900-series (5-Ton), M35-series (2.5-Ton), LMTV, FMTV, FOX (NBC), HMMWV, all wheeled ambulances, all recovery vehicles, ASV, future tactical wheeled vehicles and certain rail and watercraft platforms.

          f. Withstand shock and vibration experienced by the host vehicle without becoming inoperable, when installed with an A-Kit developed per paragraph 6.14.9.

          g. Provide computer imaging which simultaneously displays digital maps with computer generated icons representing the geographic positions of user selected MTS equipped operations. The MTS will utilize standard digital mapping data and the map media provided by National Geospatial-Intelligence Agency (NGA). V2 users shall be able to view their location on the map. Additionally, both the V2 and Control Station shall come configured with a commercial world-wide map to give initial map background capability to the MTS in the event that a NGA map is not available. The resolution of this commercial map shall include at least country boundaries, major cities and major highways and shall be zoomable to several levels of granularity. Easy transition between this commercial world-wide map and a user loaded NGA map shall be provided.

          h. Have the capability to perform the same functions as a Control Station, i.e. to become a Control Station in a headquarters/operations center. The V2 shall be capable of operating from standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz commercial power. LAN/WAN connectivity is not required. The mobile unit (except A-Kit mounting bracket and cables) must be easily installed and removed in less than ten (10) minutes.

          i. Two (2) type II PCMCIA slots that can function as a type III PCMCIA slot, available for future uses to be determined by the Government.

          j. Have an RS-232/RS-422 Interface, available for future uses to be determined by the Government.

          k. Have an additional RS-232/RS-422 Interface conforming to the DoD Standard GPS User Equipment Interface of Radio Receivers, if applicable.

          l. The V2 must not desensitize the vehicle mounted SINCGARS Radio more than 4db (approximately), which is consistent with other communication equipment.

III.2.9 Control Station

The Control Station shall.

          a. Have integrated send/receive messaging capability per paragraph III.2.11.a.

          b. Have integrated GPS capability.

          c. Have a separate transit case(s) as specified in paragraph III.2.9.

          d. Contain the required battery.

          e. Be furnished with a portable color ink jet printer, capable of at least 600 x 600 dots per inch resolution, at least 4 pages per minute print speed, have an industry standard USB cable.

          f. Weigh 74 pounds or less when stored in its transit case.

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          g. Be a portable system capable of being set up in a fixed environment. This requires that the Control Station be operable within 15 minutes of set up. Antenna cables for the Control Station shall be at least 100 feet in length.

          h. Be a laptop computer running in a windows operating system and shall be capable of minimally storing sufficient map backgrounds for a 300 mile square area of operations.

          i. Have the capability of using standard CD ROMS issued by NGA containing military map backgrounds.

          j. Be capable of loading map backgrounds to a mobile unit via a computer to computer connection if the V2 cannot self-load the data.

          k. Provide computer imaging which simultaneously displays full color digital maps, as described in paragraph III.2.11.g, with computer generated icons which represent the geographic positions of operator selected MTS users. Users with Control Stations shall be able to view their own and subordinate users.

          l. Mapping product shall be expandable to have active layers in order to provide pull down map data, such as bridge and road classifications, vehicle and cargo locations and unclassified situational awareness overlays.

          m. Minimum Control Station hardware requirements for any computers purchased as a “replacement” for the current, already-accepted Control Station computer:

• Pentium 1 GHZ class processor

• 10x DVD drive

• 1GB RAM

• 60.0 GB Hard drive

• Active Matrix display

• 2 USB 2.0 ports

• One (1) type II PCMCIA slot

• RS-232 port, available for future uses to be determined by the Government.

          n. The Control Station software application shall also be capable of executing as another active application on another Government provided computer which is running in a Windows operating system environment.

          o. Have an additional RS-232/RS-422 Interface conforming to the DoD Standard GPS User Equipment Interface of Radio Receivers, if applicable.

III.2.10 GPS

MTS shall use GPS Joint Program Office (JPO) approved military GPS, provided to the contractor as GFP.

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III.2.11 System Operational Requirements

These requirements are applicable to the entire system and all three configurations (V1, V2 and Control Station).

          a. The system shall provide near-real time two-way data/messaging communications between MTS equipped users (those with V1s, V2s, and Control Stations) at any distance on a world-wide basis (grandfathered to current specified regions). The contractor shall provide world-wide messaging capability and availability World-wide is defined at Paragraph II.1.8.

          b. The MTS will utilize standard digital mapping data and the map media provided by NGA in ARC Digitized Raster Graphics (ADRG), Compressed ADRG (CADRG) or Controlled Image Base (CIB) format.

          c. The MTS shall provide the following transfer time for each message. Message transfer time measurement shall start from the time the operator initiates message transmission and ends when the message is received by a recipients unit (CS, V1, V2).

100 Byte Messages
Delivery Percentile	Delivery Time will be less than n (seconds)

Position Reports
Delivery Percentile	Delivery Time will be less than n (seconds)

          d. The system shall be capable of operating (tracking locations of users and communicating) at any location world-wide and shall provide the capability for delivery of messages to multiple recipients with a single transmission from the sender.

          e. The MTS system components, the V1, V2 and Control Stations, shall be capable of operating without the use of direct telephone (land line or cellular) connections or LAN/WAN/INTERNET direct connectivity. The Control Station configuration, only, shall be capable of operating via telephone (landline or cellular) as an alternate means of communication.

          f. Upon issuance, the system shall be operable immediately, world-wide without changing any equipment, reconfiguring of equipment, or installation of new equipment. The configuration of internal addresses in any software table is permitted, so long as not to exceed ten (10) minutes.

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          g. Updating a user identification contained in the MTS shall require a minimum of operator input and be completed in less than two (2) minutes.

          h. MTS message and position transmission and reception will use a system designed to lower interception, detection, exploitation and jamming of message traffic.

          i. Provide both user definable, fixed format and user generated data (‘free-text’) communications between MTS equipped users.

          j. Provide scheduled and on demand transmission of geographic positioning data.

          k. The system shall be capable of displaying last known and current location of selected MTS users along with the time/date of the last location report.

          l. Permit installation and operation while wearing cold weather clothing and Mission Oriented Protective Posture (MOPP) gear.

          m. Permit installation while wearing Night Vision devices.

          n. The system will not emit any noise that is higher than 70dB(A) at the operators positions.

          o. All MTS displays shall have automatic or operator adjustable brightness and contrast controls.

          p. All MTS components recommended as replacement items for currently-approved components shall be capable of surviving storage temperatures ranging from -49 (-60 optimally) to 160 degrees Fahrenheit. All MTS components that are exposed to the elements (e.g., antennas, cables/connectors, etc.) must be able to operate in temperatures ranging from -25 to 140 degrees Fahrenheit. MTS components that are operated from a heated/cooled environment (cab of vehicle, operation center, etc.) must be capable of operating within the temperature range of -25 to 140 degrees Fahrenheit and the associated humidity ranges.

          q. The Control Station shall have the capability to poll mobile units for data at anytime.

          r. MTS is an unclassified system. The MTS shall employ a commercial INFOSEC capability to ensure against enemy exploitation of vehicle location and logistics information through unauthorized access to message content. The MTS shall employ INFOSEC measures that require the MTS operator to identify himself to the MTS network. This identification procedure shall be periodically updated. The system shall notify the primary controlling station of failed operator identification attempts. The Control Station shall have the capability to prevent the operator in question from transmitting and receiving any messages.

          s. The use of built-in- test/built-in-test-equipment, if feasible, will reduce the maintenance burden.

          t. System must fit into existing and future operational architectures without creating new military occupational specialties (MOS) or creating a burden on current MOS.

          u. The Contractor shall certify with the submission of the proposal, that V1 (upon development) and V2 Mobile Units are safe to use as close as eleven (11) feet from unshielded munitions that contain 10 mA no-fire current, electro-explosive devices (EEDs) and one (1) foot from shielded munitions. This certification shall be required for each type of RF component provided on the Contract, throughout the life of the Contract. A determination of the required safe separation distance can be made by referring to the graph entitled “Safe Separation Distance

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Between an RF Source and Unshielded Munitions Containing 10 mA No-fire Current Electro-Explosive Devices (EEDs)” in Exhibit-A. This graph relates safe separation distances to irradiated output power as a function of operating frequency. Although many ordnance items have no EEDs, and other items have EEDs that are less sensitive to RF energy, this requirement represents a worst-case scenario that ensures safe operation around what frequently is unknown ordnance (unknown to transporters and others). Transmitters, RF Relays and any other emitter shall be furnished with a warning label that clearly indicates the safe separation distance that must be maintained between ordnance and the irradiating source.

          v. The MTS shall provide positive acknowledgement to the message sender/user.

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EXHIBIT-A

SAFE SEPARATION DISTANCE BETWEEN A RF SOURCE AND UNSHIELDED MUNITIONS CONTAINING 10 mA NO-FIRE CURRENT ELECTRO-EXPLOSIVE DEVICES (EEDs)

NOTE: The lines in the above graph are only a visual representation and may not be accurate. Actual values for plotting all Slopes and Horizontals shall be calculated using the equations provided in the chart.

III.2.12 Transit Cases

          a. Ruggedized, reusable, rigid transit cases shall be provided for the V1, V2, and the Control Station for use in storing and transporting the configurations by surface or air. Each MTS configuration, V1, V2 and the Control Station shall have a separate transit case. The transit cases shall be of sufficient size to accommodate all components/items each of the configurations, an extra battery, and related documentation.

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          b. Environmental and Weight Requirements. Transit cases shall protect the components from damage resulting from dropping during cargo loading and unloading; when transported as loose cargo over unpaved secondary roads; and from water vapor, humidity, salt, and fog. The transit cases shall be capable of withstanding temperatures ranging from –54 to 74 degrees C or –65 to 165 degrees F and relative humidity ranging from 0 to 100% over the temperature extremes. The weight of equipment placed in the transit case shall be uniformly distributed within the case in relation to the handles. The weight limit per pair of handles of a case loaded with its equipment shall not exceed 37 lbs. The weight for a loaded case with a single handle shall not exceed 18 lbs.

          c. Contents. Transit cases shall contain inserts to protect the contents from damage during transit and storage. Inserts shall be split so as to be an integral part of the top and bottom pieces of the transit case. Cushioning material used for the inserts shall be permanent, reusable, and have a non-flaking surface.

          d. Inventory List. Each transit case shall have a durable and permanent inventory list of all items in the case. Graphic packing instructions shall be affixed to the inside top cover and visible to the user.

          e. Handles Location. The transit case handles shall be installed sufficiently above the center of gravity of the equipment to ensure carrying stability and preclude uncontrolled swinging or tilting of the case when lifted. Additionally, the handles shall be positioned to allow the lifters to easily carry the transit cases through doorways. When not in use, handles shall return to a closed position by a spring-loaded mechanism or simple restraining mechanism. Clasps shall be easily accessible and operable by personnel utilizing Mission Oriented Protective Posture gear or wearing low-temperature, protective gloves.

          f. Labeling. Labels shall be placed horizontally (to the front of the case) and externally on the top of each transit case in a consistent manner to identify:

                    (1) gross or loaded weight,

                    (2) volume in cubic feet and cubic centimeters, and

                    (3) external linear dimensions in inches and centimeters.

All transit cases with a total loaded case weight between 35 and 70 pounds shall be clearly marked as “TWO-PERSON LIFT” and all cases with a total loaded weight exceeding 70 pounds shall be clearly marked as “FOUR-PERSON LIFT”.

          g. Attributes. The transit cases shall contain an automatic, pressure-vacuum relief valve that shall accommodate transportation by air. The cases shall allow stacking of up to four like cases, that are loaded, on one another with no skidding.

          h. Color. Transit cases shall be olive drab green in color.

III.2.13 Pre-Planned Product Improvements (P3I) Expandability

          a. As a future growth capability, MTS will be capable of interfacing with several types of systems,                              

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END OF APPENDIX III TO STATEMENT OF WORK

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EX-10.(K)

“Exhibit 10(k)”

AWARD/CONTRACT	1. This Contract Is A Rated Order Under DPAS (15 CFR 700)	u	Rating DOA7	Page   1   Of   69
2. Contract (Proc. Inst. Ident) No. W15P7T-07-D-J402	3. Effective Date 31 Aug 2007	4. Requisition/Purchase Request/Project No. SEE SCHEDULE

5. Issued By	Code	W15P7T	6. Administered By (If Other Than Item 5)	Code	S2101A
COMMANDER US ARMY CECOM, ACQ CENTER AMSEL-ACCA-RT-B KEVIN KING (732) 532-0968 FORT MONMOUTH, NJ 07703-5008			DCMA MARYLAND 217 EAST REDWOOD STREET SUITE 1800 BALTIMORE,         MD   21202-5299
e-mail address:    KEVIN.KING11@CONUS.ARMY.MIL			SCD C      PAS  NONE            ADP PT   HQ0338

7. Name And Address Of Contractor (No. Street, City, County, State, And Zip Code)	8. Delivery
COMTECH MOBILE DATACOM CORPORATION 20430 CENTURY BLVD GERMANTOWN, MD 20874-1202	o	FOB Origin	x	Other (See Below)
	9. Discount For Prompt Payment

TYPE BUSINESS: Large Business Performing in U.S.		10. Submit Invoices	u	Item
		(4 Copies Unless Otherwise Specified)		12
Code  04NA3	Facility Code	To The Address Shown In:

11. Ship To/Mark For	Code	12. Payment Will Be Made By	Code	HQ0338
SEE SCHEDULE		DFAS - COLUMBUS CENTER SOUTH ENTITLEMENT OPERATIONS P. O. BOX 182264 COLUMBUS,  OH   43218-2264

13. Authority For Using Other Than Full And Open Competition:				14. Accounting And Appropriation Data
x	10 U.S.C. 2304(c)( 1        )	x	41 U.S.C. 253(c)(1        )

15A. Item No.	15B. Schedule Of Supplies/Services	15C. Quantity	15D. Unit	15E. Unit Price	15F. Amount
SEE SCHEDULE	CONTRACT TYPE: Firm-Fixed-Price Cost-Plus-Fixed-Fee	KIND OF CONTRACT: Service Contracts Supply Contracts and Priced Orders

Contract Expiration Date: 2011DEC31 15G. Total Amount Of Contract         –       $0.00

16. Table Of Contents
x	Section	Description	Page(s)	x	Section	Description	Page(s)
Part I - The Schedule				Part II - Contract Clauses
X	A	Solicitation/Contract Form	1	X	I	Contract Clauses	45
X	B	Supplies or Services and Prices/Costs	2	Part III - List Of Documents, Exhibits, And Other Attachments
X	C	Description/Specs./Work Statement	21	X	J	List of Attachments	69
X	D	Packaging and Marking	23	Part IV - Representations And Instructions
X	E	Inspection and Acceptance	24		K	Representations, Certifications, and
X	F	Deliveries or Performance	25			Other Statements of Offerors
X	G	Contract Administration Data	29		L	Instrs., Conds., and Notices to Offerors
X	H	Special Contract Requirements	31		M	Evaluation Factors for Award

Contracting Officer Will Complete Item 17 Or 18 As Applicable
17. x Contractor’s Negotiated Agreement (Contractor is required to sign this document and return 2 signed copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.)			18.o Award (Contractor is not required to sign this document.) Your offer on Solicitation Number ___________________ including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary.
19A. Name And Title Of Signer (Type Or Print)			20A. Name Of Contracting Officer
Daniel S. Wood, President Comtech Mobile Datacom Corp.			WILLIAM APPLEGATE WILLIAM.H.APPLEGATE@CONUS.ARMY.MIL (732) 532-5377
19B. Name of Contractor		19c. Date Signed	20B. United States Of America		20C. Date Signed
By			By
	/s/ Daniel S. Wood	31 Aug 2007		/s/ William H. Applegate	31 Aug 2007
	(Signature of person authorized to sign)			(Signature of Contracting Officer)

NSN 7540-01-152-8069	25-106	Standard Form 26 (Rev. 4-85)
PREVIOUS EDITIONS UNUSABLE	GPO : 1985 0 – 478-632	Prescribed By GSA-FAR (4.8 CFR) 53.214(a)

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE		AMOUNT
	SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
1001	SECURITY CLASS:
1001AA	PY 1 L-BAND SATELLITE SERVICES		LO
	PROGRAM YEAR 1 L-BAND SATELLITE SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.1. REFER TO ATTACHMENT 02 IN SECTION J FOR SPECIFIC RANGE PRICING. PERIOD OF PERFORMANCE IS FROM DATE OF AWARD THROUGH 31 DECEMBER 2007. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)
1002	SECURITY CLASS:
1002AA	PY 1 SUPPORT SERVICES		LO		$
	PROGRAM YEAR 1 SUPPORT SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARAS 3.2,3.3,3.5,3.6,3.7,3.8. 1 LO CONSISTS OF 12 MONTHS OF SUPPORT SERVICES TO SUPPORT THE BASELINE REQUIREMENT OF L-BAND SATELLITE SERVICES. PERIOD OF PERFORMANCE IS FROM DATE OF AWARD THROUGH 31 DECEMBER 2007. THIS EFFORT IS COST PLUS FIXED FEE (CPFF)
	(End of narrative B001)
1003	SECURITY CLASS:
1003AA	PY 1 HARDWARE		EA
	PROGRAM YEAR 1 FBCB2 BFT HARDWARE REQUIREMENTS IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.4. REFER TO

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT	UNIT PRICE		AMOUNT
	ATTACHMENT 03 IN SECTION J FOR HARDWARE RANGE PRICING. PERIOD OF PERFORMANCE IS FROM DATE OF AWARD THROUGH 31 DECEMBER 2007. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SEE SCHEDULE
2001	SECURITY CLASS:
2001AA	PY 2 L-BAND SATELLITE SERVICES			LO
	PROGRAM YEAR 2 L-BAND SATELLITE SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.1. REFER TO ATTACHMENT 02 IN SECTION J FOR SPECIFIC RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2008 THROUGH 31 DECEMBER 2008. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)
2002	SECURITY CLASS:
2002AA	PY 2 SUPPORT SERVICES			LO		$

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT	UNIT PRICE	AMOUNT
	PROGRAM YEAR 2 SUPPORT SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARAS 3.2,3.3,3.5,3.6,3.7,3.8. 1 LO CONSISTS OF 12 MONTHS OF SUPPORT SERVICES TO SUPPORT THE BASELINE REQUIREMENT OF L-BAND SATELLITE SERVICES. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2008 THROUGH 31 DECEMBER 2008. THIS EFFORT IS COST PLUS FIXED FEE (CPFF)
	(End of narrative B001)
2003	SECURITY CLASS:
2003AA	PY 2 HARDWARE			EA
	PROGRAM YEAR 2 FBCB2 BFT HARDWARE REQUIREMENTS IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.4. REFER TO ATTACHMENT 03 IN SECTION J FOR HARDWARE RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2008 THROUGH 31 DECEMBER 2008. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SEE SCHEDULE
3001	SECURITY CLASS:

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ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE		AMOUNT
3001AA	PY 3 L-BAND SATELLITE SERVICES		LO
	PROGRAM YEAR 3 L-BAND SATELLITE SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.1. REFER TO ATTACHMENT 02 IN SECTION J FOR SPECIFIC RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2009 THROUGH 31 DECEMBER 2009. THIS EFFORT IS FIRM FIXED PRICED (FFP)
	(End of narrative B001)
3002	SECURITY CLASS:
3002AA	PY 3 SUPPORT SERVICES		LO		$
	PROGRAM YEAR 3 SUPPORT SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARAS 3.2,3.3,3.5,3.6,3.7,3.8. 1 LO CONSISTS OF 12 MONTHS OF SUPPORT SERVICES IN SUPPORT OF THE BASELINE REQUIREMENT OF L-BAND SATELLITE SERVICES. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2009 THROUGH 31 DECEMBER 2009. THIS EFFORT IS COST PLUS FIXED FEE (CPFF)
	(End of narrative B001)
3003	SECURITY CLASS:
3003AA	PY 3 HARDWARE		EA
	PROGRAM YEAR 3 FBCB2 BFT HARDWARE REQUIREMENTS IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.4. REFER TO ATTACHMENT 03 IN SECTION J FOR HARDWARE RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2009 THROUGH 31 DECEMBER 2009. THIS EFFORT IS FIRM FIXED PRICE (FFP)

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT	UNIT PRICE		AMOUNT
	(End of narrative B001)
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SEE SCHEDULE
4001	SECURITY CLASS:
4001AA	PY 4 L-BAND SATELLITE SERVICES			LO
	PROGRAM YEAR 4 L-BAND SATELLITE SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.1. REFER TO ATTACHMENT 02 IN SECTION J FOR SPECIFIC RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2010 THROUGH 31 DECEMBER 2010. THIS EFFORT IS FIRM FIXED PRICED (FFP)
	(End of narrative B001)
4002	SECURITY CLASS:
4002AA	PY 4 SUPPORT SERVICES			LO		$
	PROGRAM YEAR 4 SUPPORT SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARAS 3.2,3.3,3.5,3.6,3.7,3.8. 1 LO CONSISTS OF 12 MONTHS

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT	UNIT PRICE	AMOUNT
	OF SUPPORT SERVICES TO SUPPORT THE BASELINE REQUIREMENT OF L-BAND SATELLITE SERVICES. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2010 THROUGH 31 DECEMBER 2010. THIS EFFORT IS COST PLUS FIXED FEE (CPFF)
	(End of narrative B001)
4003	SECURITY CLASS:
4003AA	PY 4 HARDWARE			EA
	PROGRAM YEAR 4 FBCB2 BFT HARDWARE REQUIREMENTS IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.4. REFER TO ATTACHMENT 03 IN SECTION J FOR HARDWARE RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2010 THROUGH 31 DECEMBER 2010. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SEE SCHEDULE
5001	SECURITY CLASS:
5001AA	PY 5 L-BAND SATELLITE SERVICES			LO

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE		AMOUNT
	PROGRAM YEAR 5 L-BAND SATELLITE SERVICES IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.1. REFER TO ATTACHMENT 002 IN SECTION J FOR SPECIFIC RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2011 THROUGH 31 DECEMBER 2011. THIS EFFORT IS FIRM FIXED PRICED (FFP)
	(End of narrative B001)
5002	SECURITY CLASS:
5002AA	PY 5 SUPPORT SERVICES		LO		$
	PROGRAM YEAR 5 SUPPORT SERVICES FOR IMPROVED FBCB2 BFT NETWORK COMPONENTS AND SOFTWARE IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARAS 3.2,3.3,3.5,3.6,3.7,3.8. 1 LO CONSISTS OF 12 MONTHS OF SUPPORT SERVICES TO SUPPORT THE BASELINE REQUIREMENT OF L-BAND SATELLITE SERVICES. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2011 THROUGH 31 DECEMBER 2011. THIS EFFORT IS COST PLUS FIXED FEE (CPFF)
	(End of narrative B001)
5003	SECURITY CLASS:
5003AA	PY 5 HARDWARE		EA
	PROGRAM YEAR 5 FBCB2 BFT HARDWARE REQUIREMENTS IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XXI BATTLE COMMAND BRIGADE & BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.4. REFER TO ATTACHMENT 003 IN SECTION J FOR RANGE PRICING. PERIOD OF PERFORMANCE IS FROM 01 JANUARY 2011 THROUGH 31 DECEMBER 2011. THIS EFFORT IS FIRM FIXED PRICE (FFP)
	(End of narrative B001)

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
6000	SECURITY CLASS:
6000AA	PACKET SWITCH & OPERATIONS DAILY LOG				$		$
	THE CONTRACTOR SHALL SUBMIT PACKET SWITCH AND OPERATIONS DAILY LOG IAW SOW PARA 3.2 & CDRL C001 DI-MGMT-80368, DD FORM 1423-1 (SEE SECTION J, EXHIBIT A, FOR A COPY OF CDRL). THIS EFFORT IS FIRM FIXED PRICED (FFP)
	(End of narrative B001)
	Packaging and Marking
	Inspection and Acceptance
	INSPECTION: Destination ACCEPTANCE: Destination
	FOB POINT: Destination
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION. SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6001	SECURITY CLASS:

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
6001AA	ACCEPTANCE TEST PLAN & PROCEDURES				$		$
	THE CONTRACTOR SHALL SUBMIT ACCEPTANCE TEST PLAN AND TEST PROCEDURES IAW SOW PARA 3.4 & CDRL C002, DI NTTI-80603 AND DI-NTDI-80566, DD FORM 1423-1 (SEE SECTION J, EXHIBIT B, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6002	SECURITY CLASS:
6002AA	FIRST ARTICLE TEST QUALIFICATION TEST PLAN				$		$
	THE CONTRACTOR SHALL SUBMIT FIRST ARTICLE QUALIFICATIONS TEST REPORT IAW SOW PARA 3.4 & CDRL C003 DI-NDTI80566, DD FORM 1423-1 (SEE SECTION J, EXHIBIT C, FOR COPY OF CDRL.
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6003	SECURITY CLASS:
6003AA	FIRST ARTICLE QUALIFICATION TEST REPORT				$		$
	THE CONTRACTOR SHALL SUBMIT FIRST ARTICLE QUALIFICATION TEST REPORT IAW SOW PARA 3.4 & CDRL C004, DI-NTDI-80809B, DD FORM 1423-1 (SEE SECTION J, EXHIBIT D, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SEE SCHEDULE
6004	SECURITY CLASS:
6004AA	PY 1 BAR CODE ID REPORT FOR UNIQUE ID (UID)				$		$
	THE CONTRACTOR SHALL SUBMIT BAR CODE IDENTIFICATION REPORT FOR UNIQUE IDENTIFICATION (UID) IAW SOW PARA 3.4 & CDRL C005 DI-MGMT-80177A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT E, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO		SUPPLIES/SERVICES	QUANTITY	UNIT		UNIT PRICE		AMOUNT
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6005	SECURITY CLASS:
6005AA	FIRMWARE VERSION DESCRIPTION DOCUMENT REPORT				$		$
	THE CONTRACTOR SHALL SUBMIT FIRMWARE VERSION DESCRIPTION DOCUMENT REPORT IAW SOW PARA 3.4 & CDRL C006, DI-IPSC-81442, DD FORM 1423-1 (SEE SECTION J, EXHIBIT F, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6006	SECURITY CLASS:
6006AA	SOFTWARE TEST PLAN AND VERIFICATION MATRIX				$		$

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ITEM NO		SUPPLIES/SERVICES	QUANTITY	UNIT		UNIT PRICE		AMOUNT
	THE CONTRACTOR SHALL SUBMIT SOFTWARE TEST PLAN AND VERIFICATION MATRIX IAW SOW PARA 3.4 & CDRL C007, DI-IPSC-81439, DD FORM 1423-1 (SEE SECTION J, EXHIBIT G, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6007	SECURITY CLASS:
6007AA	SOFTWARE TEST PROCEDURES				$		$
	THE CONTRACTOR SHALL SUBMIT SOFTWARE PROCEDURES IAW SOW PARA 3.4 & CDRL C008, DI-IPSC-81439, DD FORM 1423-1 (SEE SECTION J, EXHIBIT H, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
6008	SECURITY CLASS:
6008AA	SOFTWARE TEST REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT SOFTWARE TEST REPORT IAW SOW PARA 3.4 & CDRL C009, DI-IPSC-81440, DD FORM 1423-1 (SEE SECTION J, EXHIBIT J, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6009	SECURITY CLASS:
6009AA	MEETING MINUTES				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT MEETING MINUTES IAW SOW PARA 3.6 & CDRL C013, DI-MISC-80711A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT K, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6010	SECURITY CLASS:
6010AA	CONTRACTOR STATUS REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR STATUS REPORT IAW SOW PARA 3.6 & CDRL C014, DI-MISC-80227, DD FORM 1423-1 (SEE SECTION J, EXHIBIT L, FOR A COPY OF CDRL)
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6011	SECURITY CLASS:
6011AA	CONTRACTOR PERFORMANCE REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR PERFORMANCE REPORT IAW SOW PARA 3.6 & CDRL C015, DI-MGMT-81466A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT M, FOR A COPY

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
	OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6012	SECURITY CLASS:
6012AA	PRODUCTION SURGE PLAN				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT PRODUCTION SURGE PLAN IAW SOW PARA 3.6 & CDRL C016, DI-MGMT-80969, DD FORM 1423-1 (SEE SECTION J, EXHIBIT N, FOR A COPY OF CDRL).
	(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6013	SECURITY CLASS:

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
6013AA	CONTRACTOR COST DATA REPORTING				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR COST DATA REPORTING IAW SOW PARA 3.6 & CDR C017, DI-MGMT-81334B, DD FORM 1423-1 (SEE SECTION J, EXHIBIT P, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6014	SECURITY CLASS:
6014AA	COST DATA SUMMARY REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR COST DATA SUMMARY REPORTING IAW SOW PARA 3.6 & CDRL C018, DI- MGMT-81565A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT Q, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6015	SECURITY CLASS:
6015AA	FUNCTIONAL COST HOURLY REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR COST HOURLY REPORT IAW SOW PARA 3.6 & CDRL C019, DI-FNCL-81566A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT R, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6016	SECURITY CLASS:
6016AA	CONTRACTOR MANPOWER REPORT				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT CONTRACTOR MANPOWER REPORT IAW SOW PARA 3.6 & CDRL C020, DI-MISC-80711A, DD FORM 1423-1 (SEE SECTION J, EXHIBIT S, FOR A COPY OF CDRL).
		(End of narrative B001)

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6017	SECURITY CLASS:
6017AA	MANAGEMENT PLAN FOR THE CCB				$	____________	$	____________
	THE CONTRACTOR SHALL SUBMIT MANAGEMENT PLAN FOR THE CONFIGURATION CONTROL BOARD (CCB) IAW SOW PARA 3.8 & CDRL C022, DI-MGMT-80004, DD FORM 1423-1 (SEE SECTION J, EXHIBIT T, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
6018	SECURITY CLASS:
6018AA	CCB DOCUMENTS				$	____________	$	____________

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ITEM NO	SUPPLIES/SERVICES		QUANTITY	UNIT		UNIT PRICE		AMOUNT
	THE CONTRACTOR SHALL SUBMIT CONFIGURATION CONTROL BOARD (CCB) DOCUMENTS IAW SOW PARA 3.8 & CDRL C023, DI-MGMT-80004, DD FORM 1423-1 (SEE SECTION J, EXHIBIT U, FOR A COPY OF CDRL).
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.
		SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE IN ACCORDANCE WITH DD 1423-1.
7000	SECURITY CLASS:
7000AA	PY 1-PY 5 CONTRACTOR MANPOWER REPORTING				$	____________	$	____________
	PROGRAM YEAR 1 THROUGH 5 CONTRACTOR MANPOWER REPORTING IN ACCORDANCE WITH THE STATEMENT OF WORK (SOW) FOR FORCE XX1 BATTLE COMMAND BRIGADE AND BELOW (FBCB2) BLUE FORCE TRACKING (BFT) SATELLITE SUPPORT PARA 3.6.6. THE PERIOD OF PERFORMANCE IS FROM DATE OF AWARD THROUGH 31 DECEMBER 2011.
		(End of narrative B001)
	Packaging and Marking
	FOB POINT:
	SHIP TO:
	(Y00000)	SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP TO) WILL BE FURNISHED PRIOR TO THE SCHEDULED DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS REQUISITION.

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SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

	Regulatory Cite	Title	Date
C-1	52.6900	ORDER OF PRECEDENCE, ISSUE OF SPECIFICATIONS (STATEMENT OF WORK)	AUG/2005

                    1. The documents listed at AttachmentS are directly cited within this solicitation/contract and are furnished at Section J. The equipment on contract will be produced in accordance with these documents.

                    2. The issue(s) (i.e., number, revision, title and issuance date) of the documents cited at Attachments govern over any other issue of the same document(s) cited elsewhere within this solicitation/contract. However, when applicable, modifications/exceptions to these documents apply as specified in the provision entitled ‘Modifications/Exceptions to Listed Specifications and Drawings’ in Section C. When necessary, copies of cancelled or superseded specifications and/or standards applicable to this solicitation/contract are furnished at Section J (also see provision entitled ‘Cancelled Specification Reinstated’ in Section C).

                    3. When applicable, a list of the Contract Data Requirements Lists (CDRLs - DD Form 1423s) that apply to this contract are furnished at Exhibits in section J. The contractor will prepare and deliver the data and information in accordance with the requirements, quantities and schedules set forth by these CDRLs unless stated explicitly elsewhere in this solicitation/contract. The Data Item Description (DID) is available on line at <http://assist.daps.dla.mil/>

   When necessary, copies of canceled or superseded Data Item Descriptions applicable to this solicitation/contract are furnished at Section J.

                    4. The offeror/contractor is responsible for reviewing the entire solicitation/contract to identify all directly cited and subsequent referenced documents. Unless stated explicitly elsewhere in this solicitation/contract, the issue of these documents is that which appears in the online edition of the Department of Defense Index of Specification and Standards (DoDISS) and Supplements. Immediately upon completion of this review, the offeror/contractor will notify the Procuring Contracting Officer (PCO) of any conflicts or misunderstandings between this provision and other contractual requirements.

                    5. All directly cited or referenced documents not furnished with this solicitation may be obtained as follows:

                              a. Specifications, Standards and Data Item Descriptions listed in the DoDISS. Obtain these documents from:

DODSSP
Building 4/Section D
700 Robbins Avenue
Philadelphia, PA 19111-5094

FAX: (215) 697-1462

                              Note that requests for specification MIL-E-1 must include reference to the tube type.

                              b. Commercial Specifications, Standards, and Standards and Descriptions. When applicable, obtain these documents directly from the publisher.

                              c. Standard Practice for Commercial Packaging (ASTM D 3951-98). When applicable, obtain this document from:

American Society for Testing and Materials
100 Barr Harbor Drive
West Conshohocken, PA 19248-2959

NOTE: You may also obtain Specification and Standard Information via the Defense Standardization Program Office Webpages, <http://forms.daps.dla.mil/> or <http://dodssp.daps.dla.mil> or <http://neds.daps.dla.mil> Free registration for a UserID and password are required prior to using ASSIST-Online. In most cases, you will be able to download cases from your standard browser. The ASSIST- Online Website is located at: <http://assist.daps.dla.mil>. DoDISS is published online at: <http://dodssp.daps.dla.mil/dodiss index.htm>. DoDISS Notice is published online at: http://dodssp.daps.dla.mil/dodiss.htm.

                    6. Notes for Solicitations Involving Government-Furnished Drawings. The drawings specified in this solicitation depict the physical and functional requirements for the complete item and parts thereof. They do not contain complete details of all intervening processes, from raw material to finished products, which are necessary to fabricate, control, test, adjust, assemble and inspect the equipment on order.

                              a. Drawing Review and Certification.

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                                                  (1) The government has examined the Technical Data Package and believes that all drawings and related drawing lists needed to prepare a realistic bid/offer and construct the equipment are included therein.

                                                  (2) The bidder/offeror/contractor shall utilize the documents (35mm aperture card or digital computerized files) copies of the drawings supplied with this solicitation as a basis for preparing the bid/offer and constructing the equipment on order in the event of contract award. The bidder/offeror is responsible for assuring that these documents contain all drawings cited in Attachments, excluding drawings for those items which will be government-furnished for incorporation into the equipment on order. Missing or illegible drawings must be reported to the PCO within 15 days after issuance of this solicitation.

                                                  (3) Concurrent with the submission of the bid/offer, the bidder/offeror will certify that the document set of drawings in the bidder’s/offeror’s possession is complete and legible. If not submitted, the successful bidder/offeror will be required to furnish such certification prior to award.

                                                  (4) Failure by the bidder/offeror to advise the government of any missing or illegible drawings, or to provide the certification described in paragraph 6.a.(3) above will not be considered an excusable cause for late deliveries or the submission of nonconforming supplies nor constitute grounds for a claim against the government subsequent to contract award.

                                        b. Disposition of Drawings and Specifications.

                         (1) Nonclassified drawings and specifications furnished with this solicitation/contract are not to be returned to the government. They may be retained by the offeror for future reference or disposed of in any manner at the discretion of the offeror.

                         (2) Disposition of classified documents furnished with this solicitation/contract shall be in accordance with Chapter 5, Section 7, of the National Industrial Security Program Operating Manual (NISPOM), January 1995, DoD 5220.22-M.

                    7. Discrepancies in Section B Item Descriptions. The bidder/offeror is responsible for notifying the PCO immediately in the event that:

                    a. A line item in this solicitation does not identify the correct part number, drawing number, or specification, or

                    b. The identification of such parts is inconsistent, or

                    c. The line item refers to an obsolete part/model or a part/model which is no longer the latest baseline configuration for that time.

In such situations, the bidder/offeror will submit correcting information to the PCO for evaluation and action.

DEFINITION OF DAC/DAYS AFTER CONTRACT

                    The abbreviation ‘DAC’ for days after contract as used on the Contract Data Requirements List, DD Form 1423, attached to this solicitation or contract, means days after (checked date applies):

                    ( ) effective date of contract.

                    (x) date of contract award.

(End of clause)

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SECTION D - PACKAGING AND MARKING

	Regulatory Cite	Title	Date
D-1	52.7026	CONFIDENTIAL OR SECRET MATERIEL/DOCUMENTS—METHOD OF TRANSMISSION	NOV/1996

                    (a) Materiel will be packed to conceal it properly and to avoid suspicion as to contents, and to reach destination in satisfactory condition. Internal markings or internal packaging will clearly indicate the classification. NO NOTATION TO INDICATE CLASSIFICATION APPEAR ON EXTERNAL MARKINGS (EXTERIOR CONTAINERS). (See Chapter 4 of the Industrial Security Manual for Safeguarding Classified Information (DoD 5220.22M)).

                    (b) Documents will be enclosed in two opaque envelopes or covers. The inner envelope or cover containing the documents being transmitted will be addressed, return addressed, and sealed. The classification of the documents being transmitted will be clearly marked on the front and back of the inner container. The classified documents will be protected from direct contact with the inner cover by a cover sheet or by folding inward. For SECRET documents, a receipt form identifying the addresser, addressee, and documents will be enclosed in the inner envelope. CONFIDENTIAL documents will be covered by a receipt only when the sender deems it necessary. The inner envelope or cover will be enclosed in an opaque outer envelope or cover. The classification markings of the inner envelope should not be detectable. The outer envelope will be addressed, return addressed, and sealed. NO CLASSIFICATION MARKINGS WILL APPEAR ON THE OUTER ENVELOPE OR COVER. (See Chapter 5, Section 4, of the Industrial Security Manual for Safeguarding Classified Information (DoD 5220.22M)).

(End of clause)

D-2 52.7043 STANDARD PRACTICE FOR COMMERCIAL PACKAGING APR/1999

                    Commercial packaging of drawings, test reports, software, and other data items shall be in accordance with ASTM D 3951-98. Hardware deliverables shall also be packaged in accordance with ASTM D 3951-98. All packages shall be marked in accordance with MIL-STD-129 (a waiver-free document). Bar Code Markings are required IAW ANSI/AIM-BC1, Uniform Symbology Specification Code 39 and MIL-STD-129. Intermediate packaging is required to facilitate handling and inventory control whenever the size of the unit package is 64 cubic inches or less. Unit packs requiring intermediate packing shall be packed in quantities governed by the following:

a.	Maximum of 100 unit packs per intermediate container.
b.	Maximum net load of 40 pounds.
c.	Maximum size of 1.5 cubic feet with at least two dimensions not exceeding 16 inches

Unless otherwise specified, shipments shall be unitized into a single load that can be handled as a unit throughout the distribution system. The supplier is responsible for performing package testing as specified in ASTM D 3951-98. The government reserves the right to perform any of the tests.

Copies of ASTM D 3951-98 are available from the:

American Society for Testing and Materials
100 Barr Harbor Drive
West Conshohocken, PA 19248-2959.

D-3 52.7047 BAR CODE MARKING OCT/2001

Bar Code Markings are required for all items except unwrapped tires, items without an NSN, and local purchase items in accordance with MIL-STD-129, Standard Practice for Military Marking, and ANSI-AEM-BC 1, Uniform Symbology Specification Code 39.

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SECTION E - INSPECTION AND ACCEPTANCE

	Regulatory Cite	Title	Date
E-1	52.246-02	INSPECTION OF SUPPLIES - FIXED-PRICE	AUG/1996
E-2	52.246-03	INSPECTION OF SUPPLIES - COST-REIMBURSEMENT	MAY/2001
E-3	52.246-04	INSPECTION OF SERVICES - FIXED PRICE	AUG/1996
E-4	52.246-05	INSPECTION OF SERVICES - COST REIMBURSEMENT	APR/1984
E-5	52.246-16	RESPONSIBILITY FOR SUPPLIES	APR/1984
E-6	52.246-16	RESPONSIBILITY FOR SUPPLIES	APR/1984

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SECTION F - DELIVERIES OR PERFORMANCE

	Regulatory Cite	Title	Date
F-1	52.242-15	STOP-WORK ORDER	AUG/1989
F-2	52.242-17	GOVERNMENT DELAY OF WORK	APR/1984
F-3	52.247-29	F.O.B. ORIGIN	FEB/2006
F-4	52.247-34	F.O.B. DESTINATION	NOV/1991
F-5	52.247-55	F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED PROPERTY	JUN/2003
F-6	252.211-7003	ITEM IDENTIFICATION AND VALUATION - ALTERNATE I	APR/2005
F-7	52.211-16	VARIATION IN QUANTITY	APR/1984

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) below.

          (b) The permissible variation shall be limited to:

                    0 Percent increase

                    0 Percent decrease

This increase or decrease shall apply to aLL.

F-8 252.211-7003 ITEM IDENTIFICATION AND VALUATION JUN/2005

(a) Definitions. As used in this clause

     Automatic identification device means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.

     Concatenated unique item identifier means

          (1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

          (2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

     Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

     DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/UID/equivalents.html.

     DoD unique item identification means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

     Enterprise means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.

     Enterprise identifier means a code that is uniquely assigned to an enterprise by an issuing agency.

     Governments unit acquisition cost means

          (1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

          (2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractors estimated fully burdened unit cost to the Government at the time of delivery; and

          (3) For items produced under a time-and-materials contract, the Contractors estimated fully burdened unit cost to the Government at the time of delivery.

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     Issuing agency means an organization responsible for assigning a non-repeatable identifier to an enterprise (i.e., Dun & Bradstreets Data Universal Numbering System (DUNS) Number, Uniform Code Council (UCC) /EAN International (EAN) Company Prefix, or Defense Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code).

     Issuing agency code means a code that designates the registration (or controlling) authority for the enterprise identifier.

     Item means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

     Lot or batch number means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.

     Machine-readable means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards.

     Original part number means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface.

     Parent item means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent.

     Serial number within the enterprise identifier means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.

     Serial number within the part, lot, or batch number means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.

     Serialization within the enterprise identifier means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.

     Serialization within the part, lot, or batch number means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.

     Unique item identifier means a set of data elements marked on items that is globally unique and unambiguous.

     Unique item identifier type means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/UID/uid_types.html.

(b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.

(c) DoD unique item identification or DoD recognized unique identification equivalents.

     (1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for

          (i) All delivered items for which the Governments unit acquisition cost is $5,000 or more; and

          (ii) The following items for which the Governments unit acquisition cost is less than $5,000:

Contract Line, Subline, or

Exhibit Line    Item Number    Item Description

ALL ITEMS IDENTTIFIED IN ATTACHMENT 03

          (iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number 03

     (2) The concatenated unique item identifier and the component data elements of the DoD unique item identification or DoD recognized unique identification equivalent shall not change over the life of the item.

     (3) Data syntax and semantics of DoD unique item identification and DoD recognized unique identification equivalents. The Contractor shall ensure that

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          (i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:

               (A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard 15418, Information Technology EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

               (B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International Standard 15418, Information Technology EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

               (C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution DD format for use until the solution is approved by ISO/IEC JTC1 SC 31. The DD format is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at http://www.acq.osd.mil/dpap/UID/guides.htm; and

          (ii) The encoded data elements of the unique item identifier conform to ISO/IEC International Standard 15434, Information Technology Syntax for High Capacity Automatic Data Capture Media.

     (4) DoD unique item identification and DoD recognized unique identification equivalents.

          (i) The Contractor shall

               (A) Determine whether to serialize within the enterprise identifier or serialize within the part, lot, or batch number; and

               (B) Place the data elements of the unique item identifier (enterprise identifier; serial number; and for serialization within the part, lot, or batch number only; original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule.

          (ii) The issuing agency code

               (A) Shall not be placed on the item; and

               (B) Shall be derived from the data qualifier for the enterprise identifier.

(d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information:

     (1) Concatenated unique item identifier; or DoD recognized unique identification equivalent.

     (2) Unique item identifier type.

     (3) Issuing agency code (if concatenated unique item identifier is used).

     (4) Enterprise identifier (if concatenated unique item identifier is used).

     (5) Original part number.

     (6) Lot or batch number.

     (7) Current part number (if not the same as the original part number).

     (8) Current part number effective date.

     (9) Serial number.

     (10) Governments unit acquisition cost.

(e) For embedded DoD serially managed subassemblies, components, and parts that require unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report at the time of delivery, either as part of, or associated with the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:

     (1) Concatenated unique item identifier or DoD recognized unique identification equivalent of the parent item delivered under a contract line, subline, or exhibit line item that contains the embedded subassembly, component, or part.

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     (2) Concatenated unique item identifier or DoD recognized unique identification equivalent of the embedded subassembly, component, or part.

     (3) Unique item identifier type.**

     (4) Issuing agency code (if concatenated unique item identifier is used).**

     (5) Enterprise identifier (if concatenated unique item identifier is used).**

     (6) Original part number.**

     (7) Lot or batch number.**

     (8) Current part number (if not the same as the original part number.**

     (9) Current part number effective date.**

     (10) Serial number.**

     (11) Unit of measure.

     (12) Description.

** Once per item.

(f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/UID/DataSubmission.htm.

(g) Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor shall include this clause, including this paragraph (g), in all subcontracts issued under this contract.

(End of clause)                                

F-9 52.6205 DELIVERY JUN/1984

1. Deliveries will be made in accordance with the schedule of requirements set forth in each Delivery Order. Since each Delivery Order may cover the monthly quantities required for one or more months, it is understood and agreed that Delivery Orders shall be issued a minimum of (TO BE NEGOTIATED PER DELIVERY ORDER(TBN)) calendar days in advance of the month that the first monthly quantity in any Delivery Order is due for delivery, except at least (TO BE NEGOTIATED PER DELIVERY ORDER(TBN)) calendar days for first production deliveries as indicated in paragraph 3.(a) below.

          2. Shipment of production quantities shall start when indicated in Delivery Order and shall continue monthly thereafter as requested by the Contracting Officer in the Delivery Order. The cumulative monthly quantities to be so delivered shall not be less than (TO BE NEGOTIATED PER DELIVERY ORDER (TBN)) nor more than (TO BE NEGOTIATED PER DELIVERY ORDER(TBN)). If the maximum scheduled quantities are not called for, the monthly schedule for the undelivered balance shall be based on the same minimum and maximum monthly quantities or ratios.

          3. (a) First Article (Preproduction) Samples are required 90 calendar days after effective date of contract/delivery order for ENHANCED OR MODIFIED VERSIONS OF HARDWARE and first production deliveries shall not be required until at least 30 calendar days after effective date of contract (for basic contract); thereafter, Delivery Orders may be issued a minimum of (TO BE NEGOTIATED PER DELIVERY ORDER (TBN)) calendar days in advance of the month that the first monthly quantity in that Delivery Order is due for delivery.

              (b) First Article samples will be required only once during life of the contract/delivery order for ENHANCED OR MODIFIED VERSIONS OF HARDWARE (prior to delivery of initial production quantity) and shall not be required for any subsequent Delivery Orders which may be issued, unless contractor proposes to make changes to design of approved First Article samples; in which case, the Government will have the right to require additional samples for test and approval prior to introduction of proposed design changes into production.

              (c) If First Article sample(s) requirement is waived for a particular item, the First Production deliveries can be required a minimum of 30 calendar days after effective date of the first Delivery Order.

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

SECTION G - CONTRACT ADMINISTRATION DATA

	Regulatory Cite	Title	Date
G-1		*** THIS REFERENCE (GS7055) IS NO LONGER VALID ***
G-2	52.7027	PLACE OF PERFORMANCE AND SHIPPING POINT	DEC/1987

1. The work called for herein will be performed by the contractor at the following location(s):

Location of Final Manufacture:	COMTECH MOBILE DATACOM CORPORATIONS,20430 CENTURY BLVD, GERMANTOWN, MD EF DATA MANUFACTURING PLAN: 2114 W 7TH STREET, TEMPE ARIZONA
	(City, County, State)

Packaging and Packing:	TEMPE AZ
	(City, County, State)

Shipping Point (at or near):	2114 w. 7TH STREET, TEMPE AZ 85281
	(Street Address, City, State, Zip Code)

Producing facilities: COMTECH MOBILE DATACOM CORPORATIONS,20430 CENTURY
BLVD, GERMANTOWN, MD EF DATA MANUFACTURING PLAN: 2114
W 7TH STREET, TEMPE ARIZONA
(Owner, Street Address, City, State, Zip Code)

Operator:	COMTECH MOBILE DATACOM CORPORATIONS,20430 CENTURY BLVD, GERMANTOWN, MD EF DATA MANUFACTURING PLAN: 2114 w 7TH STREET, TEMPE ARIZONA
(Operator, Street Address, City, State, Zip Code)

Contractor’s office which will receive payment, supervise and administer the contract:

20430 CENTURY BLVD, GERMANTOWN, MD

(Street Address, City, State)

          2. Contractor’s address on the face page of the contract will be considered as the location of any of the above elements which are not completed to indicate a different address.

          3. UNCLASSIFIED CONTRACTS. Unless the prior written approval of the Procuring Contracting Officer (PCO) is obtained, the contractor shall not change the specified place of manufacture, packaging and packing, shipping point and/or producing facilities. Additionally, if such a change is made, the Government shall have the right to deduct from the contract price any increased costs (shipping, administration, etc.) which the Government may incur as a result of the change as well as any savings (labor costs, etc.) that the Government may be entitled to under the Changes clause.

          4. CLASSIFIED CONTRACTS AND ANY CONTRACT THE PERFORMANCE OF WHICH WILL REQUIRE ACCESS TO CLASSIFIED INFORMATION OR MATERIAL. Unless the written approval of the Contracting Officer is obtained in advance, performance under this contract may not be carried on in any plant or factory other than that specified in paragraph 1 of this clause.

G-3 52.7050 ADMINISTRATIVE DATA/INSTRUCTIONS TO PAYING OFFICE MAR/1999

          Project Designation:      -1-     

          Initiating Activity:      -2-     
          (Item/Project Manager)

          Controlled Item Report Requirements:       - -3-     

          Invoice Address:      -4-     

          INSTRUCTIONS TO PAYING OFFICE:

          a. The Purchasing Office representative is:

                    Name: Kevin King

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               Organization Code: AMSEL-AC-CA-RT-L

               Telephone Area Code and No.: (732)532-0968

               DSN/Autovon No.: 992-0968

          b. Payment will be made by the office designated in Block 12 of Standard Form 26, Block 25 of Standard Form 33, Block 15 of DD Form 1155, or Block 18a of Standard Form 1449. In the case of cost reimbursement type contracts, vouchers should be submitted directly to the cognizant Defense Contract Audit Agency (DCAA). Upon request, the Administrative Contracting Officer (ACO) will furnish the address of the cognizant DCAA. For other type contracts, the invoice should be forwarded directly to the designated paying office.

          c. See FAR 52.232-33, Mandatory Information for Electronic Funds Transfer Payment. If payment is not available via electronic transfer then payment to the contractor shall be mailed to the following address (if other than the address shown on SF-26, SF-33 or DD Form 1155):

               Name:      -9-     

               Address:      -10-     
               (City, State, Zip Code)

               UNIT OF PURCHASE: Due to automation, when shipping or billing for the item(s) under this contract, the unit of purchase set forth in the Schedule, Section B, for each item must be used; e.g., if the quantity column indicates ‘144’ for the item and the unit of purchase column indicates ‘ea’, the system will reject shipping and billing documents which indicate ‘1 gross’.

               NOTE TO PAYING OFFICE: To properly match disbursements with their corresponding receiving/acceptance document, the paying office shall ensure that the invoice/voucher is disbursed from only those accounting classification reference numbers (ACRNs) and their corresponding subline item numbers (SLINs) indicated on the invoice/voucher, acceptance statement or receiving report.

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

	Regulatory Cite	Title	Date
H-1	252.204-7003	CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT	APR/1992
H-2	52.6110	MANDATORY USE OF CONTRACTOR TO GOVERNMENT ELECTRONIC MAIL	FEB/2007

(a) Unless exempted by the Contracting Officer in writing, communications after contract award shall be transmitted via electronic mail (e-mail). This shall include all communication between the Government and the contractor except Contract Awards, Contract Modifications, Proposals, Independent Government Cost Estimates, Government Evaluations of Contractor Proposals, Procurement Sensitive Information, Classified Information and Proprietary Information. A return receipt will be used by the sender as proof of the successful delivery of the message and any attachments.

(b) Contract Awards, Contract Modifications, Proposals, Independent Government Cost Estimates, Government Evaluations of Contractor Proposals, Procurement Sensitive Information, Classified Information and Proprietary Information shall be transmitted via the government’s secure Interactive Business Opportunities Page (IBOP) at https://abop.monmouth.army.mil/. This web application will facilitate the viewing of all documents by the Contracting Officer, Contract Specialist, etc. Specific IBOP proposal submission guidelines are at: https://abop.monmouth.army.mil/home.nsf/Proposal+Alert?readform.

(c) The format for all communication shall be compatible with the following:

Microsoft Office

Adobe Acrobat Reader

(d) When submitting documents via the IBOP, files larger than 5 megabytes may utilize compression software, such as Zip Compression/Inflation (WinZip) or File Transfer Protocol. As an alternate means of data transmission, items can be put on a CD-ROM and mailed with the Contracting Officer’s approval.

(e) The following examples include, but are not limited to, the types of communication that shall be transmitted via e-mail:

Routine Letters

Requests for Proposals under the contract

Price Issues (except contractor pricing data)

Contract Data Requirements List Submittals

Contract Data Requirements List Comments

Approvals/Disapprovals by the Government

Technical Evaluations of Contract Items

Clarifications

Configuration Control

Drawings (not to exceed 10 megabyte)

Revised Shipping Instructions

Change Order Directions

(f) In order to be contractually binding, all Government communications must be sent from the Contracting Officer’s e-mail address and contain the Contracting Officer’s signature block. The contractor shall designate the personnel with signature authority who can contractually bind the contractor. All binding contractor communication shall be sent from this contractor e-mail address.

(g) The Government reserves the right to upgrade to more advanced commercial software applications at any time during the life of the contract.

(h) Upon award, the Contractor shall provide the Contracting Officer with a list of e-mail addresses for all administrative and technical personnel assigned to this contract. If known, the contractor shall also furnish the e-mail addresses of the Administrative Contracting Officer, DFAS and DCAA cognizant personnel. Upon receipt of the contract, all recipients are required to forward their e-mail address, name, title, office symbol, contract number, telephone number and fax number to the Contracting Officer’s e-mail address listed below:

The Contracting Officer’s e-mail address is: WILLIAM.APPLEGATE@MAIL1.MONMOUTH.ARMY.MIL

The Contract Specialist’s e-mail address is: KEVIN.KING@MAIL1.MONMOUTH.ARMY.MIL

The Technical Point of Contact’s e-mail address is: THOMAS.DENNISTON@MAIL1.MONMOUTH.ARMY.MIL

(End of clause)

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H-3 52.6115 MATERIAL INSPECTION AND RECEIVING REPORTS (DD FORM 250) APPENDIX F DFARS JUN/2005

          (a) Addresses required for special distribution in accordance with Table 2 and additional distribution requirements not covered by DOD FARS Appendix F, Tables 1 and 2 are as follows:

ADDRESS	NO. OF COPIES
Commander,	1
US Army C-E LCMC,
ATTN:SFAE-C3T-FBC-BFT
Fort Monmouth, NJ 07703-5000
Commander,	1
US Army C-E LCMC,
ATTN:-AMSEL-AC-CB-RT-K
Fort Monmouth, NJ 07703-5000
Commander,	1
US Army C-E LCMC,
ATTN: AMSEL- AC-CS-FG(ALE)
Fort Monmouth, NJ 07703-5000

          (b) These special distribution instructions shall be included in any subcontract hereunder where the items produced by the subcontractor are to be shipped directly to the Government.

PROCEDURAL NOTE: In accordance with FAR 32.905(c), Authorization to pay. All invoice payments, with the exception of interim payments on cost-reimbursement contracts for services, must be supported by a receiving report or any other Government documentation authorizing payment (e.g., Government certified voucher). The agency receiving official should forward the receiving report or other Government documentation to the designated payment office by the 5th working day after Government acceptance or approval, unless other arrangements have been made. This period of time does not extend the due dates prescribed in this section. Acceptance should be completed as expeditiously as possible. The receiving report or other Government documentation authorizing payment must, as a minimum, include the following:

(1) Contract number or other authorization for supplies delivered or services performed.
(2) Description of supplies delivered or services performed.
(3) Quantities of supplies received and accepted or services performed, if applicable.
(4) Date supplies delivered or services performed.
(5) Date that the designated Government official--
	(i) Accepted the supplies or services; or
	(ii) Approved the progress payment request, if the request is being made under the clause at 52.232-5 <http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52 232.htm>, Payments Under Fixed-Price Construction Contracts, or the clause at 52.232-10 <http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52 232.htm>, Payments Under Fixed-Price Architect - Engineer Contracts).
(6) Signature, printed name, title, mailing address, and telephone number of the designated Government official responsible for acceptance or approval functions.

The Department of Defense Activity Address Code (DODAAC) may be used in lieu of the mailing address. E-mail addresses, if possible, shall be added to facilitate communication and the Contractor’s Tax Identification Number (TIN) should also be included on the respective invoices for tracking purposes.

DFAS (Payment Office) WILL RETURN TO SENDER ANY RECEIVING REPORTS (INCLUDING DD FORM 250) WHICH DO NOT CONTAIN THE REQUIRED INFORMATION.

H-4 52.245-5 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOURS CONTRACTS) (JAN 1986) (DEV) AND ALTERNATE I (JUL 1985) JAN/1986

CLASS DEVIATION (7/13/99) AND ALT I

(a) Government-furnished property. (1) The term “Contractor’s managerial personnel,” as used in paragraph (g) of this clause, means any of the Contractor’s directors, officers, managers,

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	superintendents, or equivalent representatives who have supervision or direction of—
		(i) All or substantially all of the Contractor’s business;
		(ii) All or substantially all of the Contractor’s operation at any one plant, or separate location at which the contract is being performed; or
		(iii) A separate and complete major industrial operation connected with performing this contract.
	(2) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the property (hereinafter referred to as “Government-furnished property”).
	(3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contract’s delivery or performance dates.
	(4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause.
	(5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the Contractor’s timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(b)	Changes in Government-furnished property. (1) The Contracting Officer may, by written notice, (i) decrease the Government-furnished property provided or to be provided under this contract or (ii) substitute other Government-furnished property for the property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice.
	(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable adjustment to the contract in accordance with paragraph(h) of this clause, if the Government has agreed in the Schedule to make such property available for performing this contract and there is any—
		(i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or
		(ii) Withdrawal of authority to use property, if provided under any other contract or lease.
(c)	Title. (1) The Government shall retain title to all Government-furnished property.
	(2) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as “Government property”), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property.
	(3) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract and that, under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon the vendor’s delivery of such property. Title to all other property, the cost of which is to be reimbursed to the Contractor under this contract and that under the provisions

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	of this contract is to vest in the Government, shall pass to and vest in the Government upon —
		(i) Issuance of the property for use in contract performance;
		(ii) Commencement of processing of the property or its use in contract performance; or
		(iii) Reimbursement of the cost of the property by the Government, whichever occurs first.
	(4) Title to equipment (and other tangible personal property) purchased with funds available for research and having an acquisition cost of less than $5,000 shall vest in the Contractor upon acquisition or as soon thereafter as feasible; provided, that the Contractor obtained the Contracting Officer’s approval before each acquisition. Title to equipment purchased with funds available for research and having an acquisition cost of $5,000 or more shall vest as set forth in the contract. If title to equipment vests in the Contractor under this subparagraph c)(4), the Contractor agrees that no charge will be made to the Government for any depreciation, amortization, or use under any existing or future Government contract or subcontract thereunder. The Contractor shall furnish the Contracting Officer a list of all equipment to which title is vested in the Contractor under this subparagraph (c)(4) within 10 days following the end of the calendar quarter during which it was received.
	(5) Vesting title under this paragraph (c) is subject to civil rights legislation, 42 U.S.C.2000d. Before title is vested and by signing this contract, the Contractor accepts and agrees that —
		No person in the United States shall, on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this contemplated financial assistance (title to equipment).
(d)	Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e)	Property administration. (1) The Contractor shall be responsible and accountable for all Government property provided under the contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract.
	(2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions of FAR Subpart 45.5.
	(3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(f)	Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the Government property.
(g)	Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below.
	(2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)—
		(i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater;

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	(ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement;
	(iii) For which the Contractor is otherwise responsible under the express terms of this contract;
	(iv) That results from willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel; or
	(v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause.
(3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor’s managerial personnel) of the Government’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel.
	(ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage—
		(A) Did not result from the Contractor’s failure to maintain an approved program or system; or
		(B) Occurred while an approved program or system was maintained by the Contractor.
(4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract.
(5) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of —
	(i) The lost, destroyed, or damaged Government property;
	(ii) The time and origin of the loss, destruction, or damage;
	(iii) All known interests in commingled property of which the Government property is a part; and
	(iv) The insurance, if any, covering any part of or interest in such commingled property.
(6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government,

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	to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g) when making any such equitable adjustment.
	(7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract.
	(8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer.
	(9) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.
(h)	Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The Government shall not be liable to suit for breach of contract for —
	(1) Any delay in delivery of Government-furnished property;
	(2) Delivery of Government-furnished property in a condition not suitable for its intended use;
	(3) A decrease in or substitution of Government-furnished property; or
	(4) Failure to repair or replace Government property for which the Government is responsible.
(i)	Final accounting and disposition of Government property.
	Upon completing this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting, Officer inventory schedules covering all items of Government property not consumed in performing this contract or delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by this contract or paid to the Government as directed by the Contracting Officer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor’s normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with the Contractor’s established accounting procedures.
(j)	Abandonment and restoration of Contractor premises. Unless otherwise provided herein, the Government—
	(1) May abandon any Government property in place, at which time all obligations of the Government regarding such abandoned property shall cease; and

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	(2) Has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances (e.g., abandonment, disposition upon completion of need, or contract completion). However, if the Government-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k)	Communications. All communications under this clause shall be in writing.
(l)	Overseas contracts. If this contract is to be performed outside the United States of America, its territories, or possessions, the words “Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,” respectively.

(End of clause)

H-5 52.245-5 (DEV) GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS)(MAY2004) (DEV) (REFERENCE CLASS DEVIATION, DAR TRACKING NUMBER 99-O0008)(JUL 99) MAY/2004

(a) Government-furnished property.
	(1) The term “Contractors managerial personnel,” as used in paragraph (g) of this clause, means any of the Contractors directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of —
			(i) All or substantially all of the Contractors business;
			(ii) All or substantially all of the Contractors operation at any one plant, or separate location at which the contract is being performed; or
			(iii) A separate and complete major industrial operation connected with performing this contract.
		(2) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the property (hereinafter referred to as “Government-furnished property”).
		(3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contracts delivery or performance dates.
		(4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause.
		(5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the Contractors timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(b) Changes in Government-furnished property.
	(1) The Contracting Officer may, by written notice,
			(i) decrease the Government-furnished property provided or to be provided under this contract or
			(ii) substitute other Government-furnished property for the property to be provided by the Government or to be acquired by the Contractor for the Government under this contract.
			The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice.
		(2) Upon the Contractors written request, the Contracting Officer shall make an equitable adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has agreed in the Schedule to make such property available for performing this contract and there is any —
			(i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or
			(ii) Withdrawal of authority to use property, if provided under any other contract or lease.
(c) Title.
	(1) The Government shall retain title to all Government-furnished property.
	(2) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendors delivery of such property.
	(3) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon —
			(i) Issuance of the property for use in contract performance;
			(ii) Commencement of processing of the property for use in contract performance; or
			(iii) Reimbursement of the cost of the property by the Government, whichever occurs first.

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		(4) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as “Government property”), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property.
(d) Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration.
	(1) The Contractor shall be responsible and accountable for all Government property provided under the contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract.
	(2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions of FAR Subpart 45.5.
	(3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(f) Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the Government property.
(g) Limited risk of loss.
	(1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below.
	(2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage) —
			(i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater;
			(ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement;
			(iii) For which the Contractor is otherwise responsible under the express terms of this contract;
			(iv) That results from willful misconduct or lack of good faith on the part of the Contractors managerial personnel; or
			(v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractors managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause.
		(3)
			(i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractors managerial personnel) of the Governments disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractors managerial personnel.
			(ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage —
				(A) Did not result from the Contractors failure to maintain an approved program or system; or
				(B) Occurred while an approved program or system was maintained by the Contractor.
		(4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractors possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract.
		(5) Upon loss or destruction of, or damage to, Government property provided under this contract, the Contractor shall so notify the Contracting Officer and shall communicate with the loss and salvage organization, if any, designated by the Contracting Officer. With the assistance of any such organization, the Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of —
			(i) The lost, destroyed, or damaged Government property;
			(ii) The time and origin of the loss, destruction, or damage;
			(iii) All known interests in commingled property of which the Government property is a part; and
			(iv) The insurance, if any, covering any part of or interest in such commingled property.
		(6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractors) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business,

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		or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractors liability under this paragraph (g) when making any such equitable adjustment.
		(7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract.
		(8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer.
		(9) The Contractor shall do nothing to prejudice the Governments rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Governments expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractors exclusive remedy. The Government shall not be liable to suit for breach of contract for —
	(1)	Any delay in delivery of Government-furnished property;
	(2)	Delivery of Government-furnished property in a condition not suitable for its intended use;
	(3)	A decrease in or substitution of Government-furnished property; or
	(4)	Failure to repair or replace Government property for which the Government is responsible.
(i) Government property disposal. Except as provided in paragraphs (i)(1)(i), (i)(2), and (i)(8)(i) of this clause, the Contractor shall not dispose of Government property until authorized to do so by the Plant Clearance Officer.
(1) Scrap. (i) Contractor with an approved scrap procedure. (A) The Contractor may dispose of scrap resulting from production or testing under this contract without Government approval. However, if the scrap requires demilitarization or is sensitive property, the Contractor shall submit the scrap on an inventory disposal schedule. (B) For scrap from other than production or testing, the Contractor may prepare scrap lists in lieu of inventory disposal schedules (provided such lists are consistent with the approved scrap procedures), except that inventory disposal schedules shall be submitted for scrap aircraft or aircraft parts and scrap that—
(1) Requires demilitarization;
(2) Is a classified item;
(3) Is generated from classified items;
(4) Contains hazardous materials or hazardous wastes;
(5) Contains precious metals; or
(6) Is dangerous to the public health, safety, or welfare.
(ii) Contractor without an approved scrap procedure. The Contractor shall submit an inventory disposal schedule for all scrap.
(2) Pre-disposal requirements. When the Contractor determines that a property item acquired or produced by the Contractor, to which the Government has obtained title under paragraph (c) of this clause, is no longer needed for performance of this contract, the Contractor, in the following order of priority:
(i) May purchase the property at the acquisition cost.
(ii) Shall make reasonable efforts to return unused property to the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is consistent with the supplier’s customary practices).
(iii) Shall list, on Standard Form 1428, Inventory Disposal Schedule, property that was not purchased under paragraph (i)(2)(i) of this clause, could not be returned to a supplier, or could not be used in the performance of other Government contracts.
(3) Inventory disposal schedules. (i) The Contractor shall use Standard Form 1428, Inventory Disposal Schedule, to identify—
(A) Government-furnished property that is no longer required for performance of this contract, provided the terms of another Government contract do not require the Government to furnish that property for performance of that contract; and
(B) Property acquired or produced by the Contractor, to which the Government has obtained title under paragraph (c) of this clause, that is no longer required for performance of that contract.
(ii) The Contractor may annotate inventory disposal schedules to identify property the Contractor wishes to purchase from the Government.
(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires electronic submission of inventory disposal schedules, the Contractor shall prepare separate inventory disposal schedules for—
(A) Special test equipment with commercial components;
(B) Special test equipment that does not contain commercial components;
(C) Printing equipment;
(D) Computers, components thereof, peripheral equipment, and related equipment;
(E) Precious Metals;
(F) Nonnuclear hazardous materials or hazardous wastes; or
(G) Nuclear materials or nuclear wastes.
(iv) Property with the same description, condition code, and reporting location may be grouped in a single line item. The Contractor

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shall describe special test equipment in sufficient detail to permit an understanding of the special test equipment’s intended use.

(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the Plant Clearance Officer no later than—

(i) Thirty days following the Contractor’s determination that a Government property item is no longer required for performance of the contract;

(ii) Sixty days, or such longer period as may be approved by the Plant Clearance Officer, following completion of contract deliveries or performance; or

(iii) One hundred twenty days, or such longer period as may be approved by the Plant Clearance Officer, following contract termination in whole or in part.

(5) Corrections. The Plant Clearance Officer may require the Contractor to correct an inventory disposal schedule or may reject a schedule if the property identified on the schedule is not accountable under this contract or is not in the quantity or condition indicated.

(6) Postsubmission adjustments. The Contractor shall provide the Plant Clearance Officer at least 10 working days advance written notice of its intent to remove a property item from an approved inventory disposal schedule. Unless the Plant Clearance Officer objects to the intended schedule adjustment within the notice period, the Contractor may make the adjustment upon expiration of the notice period.

(7) Storage. (i) The Contractor shall store the property identified on an inventory disposal schedule pending receipt of disposal instructions. The Government’s failure to provide disposal instructions within 120 days following acceptance of an inventory disposal schedule, might entitle the Contractor to an equitable adjustment for costs incurred to store such property on or after the 121st day.

(ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove Government property from the premises at which the property is currently located prior to receipt of final disposition instructions. If approval is granted, any costs incurred by the Contractor to transport or store the property shall not increase the price or fee of any Government contract. The storage facility must be appropriate for assuring the property’s physical safety and suitability for use. Approval does not relieve the Contractor of any liability under this contract for such property.

(8) Disposition instructions. (i) If the Government does not provide disposition instructions to the Contractor within 45 days following acceptance of a scrap list, the Contractor may dispose of the listed scrap in accordance with the Contractor’s approved scrap procedures.

(ii) The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Government property as directed by the Plant Clearance Officer. The Contractor shall remove and destroy any markings identifying the property as Government property prior to disposing of the property.

(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to shipment or disposal. Any equitable adjustment incident to the Contracting Officer’s direction to demilitarize Government property shall be made in accordance with paragraph (h) of this clause.

(9) Disposal proceeds. The Contractor shall credit the net proceeds from the disposal of Government property to the cost of work covered by this contract, or to the Government as directed by the Contracting Officer.

(10) Subcontractor inventory disposal schedules. The Contractor shall require a subcontractor that is using property accountable under this contract at a subcontractor-managed site to submit inventory disposal schedules to the Contractor in sufficient time for the Contractor to comply with the requirements of paragraph (i)(4) of this clause.

(j) Abandonment of Government property. (1) The Government will not abandon sensitive Government property without the Contractor’s written consent;

(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government property in place at which time all obligations of the Government regarding such abandoned property shall cease.

(3) The Government has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.

(k) Communications. All communications under this clause shall be in writing.

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

(End of Clause)

H-6 52.7400 CONTRACTOR SUPPORT SERVICES AND KNOWLEDGE CENTER REQUIREMENTS SEP/2002

It is understood by the parties to this contract that the Knowledge Center (KC) is a secure Internet-based Knowledge Management Tool that the Program Executive Office for Command, Control & Communications Tactical (PEO C3T), the Program Executive Office for Intelligence, Electronic Warfare, and Sensors (PEO IEWS), the Program Executive Office for Enterprise Information Systems (PEO EIS) and the Communications-Electronics Life Cycle Management Command (C-E LCMC) are using to collaborate internally and externally with customers, business partners and other Government agencies. Any person who is given access to the KC will have access to information that is considered by the Government to be sensitive and non-public in nature. Accordingly, every person given access to this secure application must consent to be bound by a specific Non-Disclosure Agreement articulated on the KC Registration Form before such access is granted. Consistent with this procedure, the contractor shall require each of its employees who are given access to the KC to immediately notify the Director of Contracts, or the individual in a position of equivalent responsibility, of the fact that they have consented to a Non-Disclosure Agreement and have been given access to the KC. The contractor shall also require any employee giving such notice to provide the Director of Contracts, or the individual in a position of equivalent responsibility, with a copy of the Non-Disclosure Agreement they have consented to. It is the contractor’s responsibility under this contract to supervise, administer and

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oversee these employees in such a manner as to ensure strict compliance with the terms of the Non-Disclosure Agreement these employees have consented to. The contractor is also prohibited from further releasing or disseminating any information that the contractor has improperly received, in violation of the terms of the Non-Disclosure Agreement, through the inadvertent or intentional actions of its employees, or in any other manner. Furthermore, the contractor is responsible for ensuring that the requirements of this clause are satisfied with respect to all subcontractor employees or subcontractor organizations working under this contract.

H-7 52.7500 CONTRACTOR DEPLOYMENT TO SOUTH WEST ASIA DEC/2003

a. Employees going on field visits, TDYs, and deployments to Southwest Asia (Kuwait, Iraq, Afghanistan, Djibouti, Jordan, Qatar, etc.) must coordinate with the AMC Logistics Support Element (LSE) in Southwest Asia (SWA). The AMC LSE SWA is the entry point for all AMC visitors to that part of the world. These ensure that AMC military, civilians and contractors are routed through the appropriate subordinate LSE or LAO. In briefs and out briefs are mandatory. The AMC LSEs and LAOs need to know who comes into the theater for accountability purposes and administrative oversight and force protection. The Area Commander is required to know the location of all AMC contractors in their Area of Operation at all times.

                    b. Notifying the AMC LSE SWA of the contractor’s impending visit is not a problem, if a call forward has been requested, because the LSE SWA receives a copy of every call forward from the AMC Emergency Operations Center. Some employees may not receive a call forward, usually because they are going for less than 30 days. In those cases, the contractor needs to notify the C-E LCMC DCSPER Desk in the EOC at DSN 992-1762 or commercial 732-532-1762 of the visit and they will coordinate with LSE SWA.

c. All contractors are responsible for coordinating with the AMC LSE SWA when they enter the area and/or when they leave. The call forward specifically instructs the employee to contact the AMC-LSE SWA Personnel Section (G1) at DSN 318-825-4220 or commercial 732-427-5062 x 6623 for military and civilians and 732-427-5062 x 6611 for contractors, to let them know where they are in the AOR and that requirement needs to be followed.

d. In addition, every travel order for SWA shall have the following statement in the remarks section:

1. “All AMC military (AC/RC), Department of the Army Civilians, and contractors will contact the appropriate AMC office and coordinate with the AMC office the purpose of their visits.”
	2. If are any questions, contractor employees may contact the DCSPER Desk in the EOC at DSN 992-1762 or commercial 732-532-1762.

H-8 52.7510 ESTIMATED COST, FIXED FEE, SUM ALLOTTED AUG/2003

          (a) Estimated Cost: The estimated cost of the contractor’s performance hereunder, exclusive of the fixed fee, is $          TBD           which amount is based upon data on file in the office of the Contracting Officer. This sum may be increased from time to time by the Government solely at its discretion. Upon the making of any such increase, the Contracting Officer shall notify the contractor in writing thereof.

          (b) Fixed Fee: In addition to the estimated cost, the Government shall pay the contractor a fixed fee of $          TBD           for the performance of this contract. Subject to the withholding provided for in the clause of this contract entitled ‘Fixed Fee’, and unless the Contracting Officer determines that the contractor’s performance is unsatisfactory, this fixed fee may be paid, as it accrues in monthly installments in amounts which, when added to all previous payments on account of the fixed fee, bear the same proportion to the total fixed fee as the sum of the payments made and due on account of all allowable cost bear to the total estimated cost, or where appropriate, such payments of fixed fee will be based upon the percentage of completion of the work as determined from estimate made or approved by the Contracting Officer.

          (c) Sum Allotted: There has been allotted for this contract, inclusive of the fixed fee, the total sum of TBD          . Being $          TBD           on account of allowable cost and $          TBD           on account of fixed fee.

H-9 52.7630 YEAR 2000 COMPLIANCE APR/2001

The contractor shall ensure that products provided under this contract, to include hardware, software, firmware, and middleware, whether acting alone or combined as a system, are year 2000 compliant as defined at FAR Part 39.

License Language for Inclusion in Contract:

H-10. Special Provision Relating to Rights in Technical Data and Computer Software

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The Governments license right in the commercial technical data and computer software to be made available (as distinguished from delivered) under this contract shall be governed exclusively by this provision. The Government specifically acknowledges that this license is intended solely to allow the Government (and certain pre-approved third-parties) access to the Contractors technical data and computer software in order for the Government to: (1) propose improvements and optimizations to CMDC of the CMDC-designed components of the Force XXI Battle Command Brigade and Below Blue Force Tracking system (System); and (2) effect improvements and optimizations to all other components of the System by vendors of the Governments selection, and for no other reason. Notwithstanding any other clause or provision in this Contract, express or implied by law, the Government specifically shall not disclose, either directly or indirectly, the Contractors technical data and computer software, as well as the trade secrets and the know-how associated with this data and software, to any employee, contractor, or agent of such employee or contractor for any purpose whatsoever, without adherence to the provisions of this Section H-10.

          During the term of this Contract, the Contractor agrees to make available to the Government in accordance with this provision all of the Contractors technical data and computer software relevant to the System, which are in existence and within the Contractors possession and control at the time of award, and any Contractor updates and enhancements created during Contractors normal course of business and during the term of this Contract. Such delivery shall be at no cost to the Government.

          The Government understands that the technical data is incomplete. To the extent the Government has additional questions or requests the production of additional technical data or computer software beyond that created by the Contractor during its normal course of business, all such questions or requests shall be submitted to the Contractor in writing and shall be responded to by the Contractor in writing. Any further delivery or production of technical data or computer software (beyond the delivery as contemplated above) shall be paid for by the Government.

          All technical data and computer software to be made available by the Contractor under this provision initially shall be transferred and kept only on the Governments server located at Fort Monmouth, New Jersey, but shall be controlled remotely by the Contractor at its facility in Germantown, Maryland. Such control by Contractor will include, but not be limited to, the exclusive right to grant or deny access to the Contractors technical data and computer software. When the Contractor becomes capable of administrating access to the technical data and computer software through a server residing at Contractors facility, the technical data and computer software shall be transferred to the Contractors server, where Contractor shall continue to maintain exclusive control. At the point of such transfer, the Government shall ensure and inform the Contractor that all of the Contractors source code is completely deleted from the Governments server. All technical data and computer software accessed by the Government shall be kept and maintained in the same manner as the Government keeps and maintains information deemed to be sensitive but unclassified, but in no event less than what would be deemed customary and reasonable for the handling of such technical data and computer software.

          Access to the Contractors technical data and computer software made available by the Contractor under this provision shall be restricted to government personnel (and other third-parties as further set forth below) who have a need for such access for purposes of (1) proposing improvements and optimizations of the CMDC-designed components of the Force XXI Battle Command Brigade and Below Blue Force Tracking system (System); and (2) effecting improvements and optimizations to all other components of the System by vendors of the Governments selection, and for no other reason.

          The technical data and computer software to be made available by the Contractor to the Government under this provision may not be made available to third-parties unless the following conditions are met:

     1. the identity of such intended recipients is first disclosed to the Contractor

     2. such intended recipients access is approved by the Contractor in writing, signed by an authorized corporate representative

     3. the intended recipient and his or her authorized corporate representative complete and sign the Use and Non-Disclosure agreement (NDA) set forth in DFAR 227.7103-7 (as modified by this provision) prior to release or disclosure of the data.

   In addition to the terms and conditions of the NDA, such intended recipient shall be permitted to remove or transport by electronic means or otherwise the technical data and computer software to which he or she shall be given access, provided, however, such permission shall not include the further transfer or dissemination of such technical data and computer software to anyone other than Government personnel (as set forth above) and third-parties who are subject to the terms and conditions of an executed NDA. Violation of this restriction or the other material terms of this provision H.1 shall constitute grounds for the Contractor to terminate this license in whole or in part without any Contractor liability.

          The following NDA, as modified by the parties, shall be executed by each and every intended recipient of the Contractors technical data and computer software, prior to access of the data:

Use and Non-Disclosure Agreement

The undersigned, __________ (Insert Name)__________, an authorized representative of the __________ (Insert Company Name)__________, (which is referred to as the Recipient), requests the Government to provide the Recipient with technical data or computer software (referred to as Data) in which the Government’s use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to accept the terms and conditions of this Agreement and to use the Data strictly in accordance with this Agreement:

          (1) The Recipient shall

                    (a) Use, modify, reproduce, release, perform, display, or disclose Data marked with Comtech Mobile Data Corporations (the Contractor) restrictive legends to assist the government in (1) proposing improvements and optimizations of the CMDC-designed components of the Force XXI Battle Command Brigade and Below Blue Force Tracking system (System); and (2) effecting improvements and optimizations to all other components of the System by vendors of the Governments selection. Recipient is expressly prohibited from

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taking action with the data for any commercial purpose whatsoever. The Recipient shall not release, perform, display, or disclose these Data, without the prior, express written permission of the Contractor to any other person not already allowed access via signed NDA under the provisions of H1attached. A violation of this Section (1)(a) and the other material terms of this NDA, including but not limited to Sections (1)(b) (d), below, shall constitute grounds for the automatic termination of this NDA and Recipients access to and continue use of the Data.

                    (b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with specifically negotiated license rights legends only as specified in the attachment to this Agreement. Release, performance, display, or disclosure to other persons not already allowed access via signed NDA under the provisions of H1attached, is not authorized unless specified in the attachment to this Agreement or expressly permitted in writing by the Contractor. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the Contractor’s Data that will be provided to the Recipient, the date and place the Data will be received, and the name and address of the Government office that will provide the Data.

                    (c) Use computer software marked with specifically negotiated license rights legends only in performance of Contract Number __________(insert contract number(s))_________. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others not already allowed access via signed NDA under the provisions of H1attached unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. Parties that have already been allowed access via signed NDA may discuss technical information relating to such software with one another. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the software that will be provided to the Recipient, the date and place the software will be received, and the name and address of the Government office that will provide the software.

                    (d) Reserved.

          (2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties and to provide copies of such operating procedures to the Contractor upon the Contractors request.

          (3) The Recipient agrees to accept these Data as is without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

          (4) The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

          (5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

          (6) The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement. In this regard, the Recipient agrees and consents to the personal jurisdiction of him or her and his or her Company in the United States District Court for the District of Maryland for purposes of enforcing this Agreement and specifically waives any objections to venue in this Court.

          (7) The Recipient agrees to destroy these Data, any notes, documents, or other markings of or relating to these Data, and all copies of the Data (and notes, documents and markings of such Data) in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor in writing that the Data and related documents have been destroyed.

          (8) This Agreement shall be effective for the period commencing with the Recipient’s execution of this Agreement and ending upon _________(Insert Date)_________. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

Recipient’s Business Name

By

          Authorized Representative

Date

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

Representatives Typed Name

and Title

CMDC Representative Approval

(End of use and non-disclosure agreement)

*** END OF NARRATIVE H0001 ***

H-11 CONTRACT INFORMATION

This is an IDIQ Type Contract. Individual Delivery Orders are to be placed against the basic contract. Individual Delivery Orders will set forth specific Statement of Work Requirement; contract type (CPFF or FFP); performance milestones, and performance examination criteria (if applicable). The total value of this contract is not to exceed $216 Million, inclusive of Fee. The Government’s requirements for 400 AVX-06-ECS hardware units and 2000 MT-2011F hardware units to be awarded under DO 0001, satisfy the minimum guaranteed order requirement to be awarded under this IDIQ Contract. This Contract provides for a five (5) year of performance from date of award through 31 December 2011.

*** END OF NARRATIVE H0002 ***

“H-12 “Payment of Artemis in Euros”

The parties agree that the price negotiated for Artemis Satellite Bandwidth Leases and definitized by this contract is based upon the Not-to-Exceed (NTE) US Dollar to Euro Conversion rate of $1.45 found in solicitation/proposal W15P7T-07-R-J402 IDIQ. The price contained herein will be subject to downward adjustment only based upon the US dollar to Euro conversion rate quoted in the Wall Street Journal on the date that the lease for the Artemis Satellite Bandwidth is executed. Immediately after the lease is executed, Contractor shall invoice the government, in US dollars, for the full amount of said lease.”

*** END OF NARRATIVE H0003 ***

H-13 “L-Band Satellite Lease Service”

Any entity authorized by FBCB2 may operate over L-Band satellite services leased under this contract through the Blue Force Tracking Network. The lease of L-Band satellite services under this contract for use other than in the Blue Force Tracking Network is not authorized.

*** END OF NARRATIVE H0004 ***

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SECTION I - CONTRACT CLAUSES

	Regulatory Cite	Title	Date
I-1	52.202-1	DEFINITIONS	JUN/2004
I-2	52.202-1	DEFINITIONS (DEC 2001) AND ALTERNATE I (MAY 2001)	DEC/2001
I-3	52.203-3	GRATUITIES	APR/1984
I-4	52.203-5	CONVENANT AGAINST CONTINGENT FEES	APR/1984
I-5	52.203-6	RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT	SEP/2006
I-6	52.203-6	RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) AND ALTERNATE I (OCT 1995)	SEP/2006
I-7	52.203-7	ANTI-KICKBACK PROCEDURES	JUL/1995
I-8	52.203-8	CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY	JAN/1997
I-9	52.203-10	PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY	JAN/1997
I-10	52.203-12	LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS	SEP/2005
I-11	52.204-2	SECURITY REQUIREMENTS	AUG/1996
I-12	52.204-4	PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER	AUG/2000
I-13	52.204-7	CENTRAL CONTRACTOR REGISTRATION (OCT 2003) with ALTERNATE A (DFARS 252.204-7004 NOV 2003)	OCT/2003
I-14	52.208-9	CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY	JUN/2006
I-15	52.209-6	PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT	SEP/2006
I-16	52.211-5	MATERIAL REQUIREMENTS	AUG/2000
I-17	52.211-15	DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS	SEP/1990
I-18	52.213-3	NOTICE TO SUPPLIER	APR/1984
I-19	52.215-2	AUDIT AND RECORDS—NEGOTIATION	JUN/1999
I-20	52.215-8	ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT	OCT/1997
I-21	52.215-8	ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT	OCT/1997
I-22	52.215-10	PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA	OCT/1997
I-23	52.215-11	PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA—MODIFICATIONS	OCT/1997
I-24	52.215-12	SUBCONTRACTOR COST OR PRICING DATA	OCT/1997
I-25	52.215-14	INTEGRITY OF UNIT PRICES	OCT/1997
I-26	52.215-14	INTEGRITY OF UNIT PRICES (OCT 1997) AND ALTERNATE I (OCT 1997)	OCT/1997
I-27	52.216-8	FIXED FEE	MAR/1997
I-28	52.219-8	UTILIZATION OF SMALL BUSINESS CONCERNS	MAY/2004
I-29	52.219-9	SMALL BUSINESS SUBCONTRACTING PLAN	SEP/2006
I-30	52.219-16	LIQUIDATED DAMAGES—SUBCONTRACTING PLAN	JAN/1999
I-31	52.222-1	NOTICE TO THE GOVERNMENT OF LABOR DISPUTES	FEB/1997
I-32	52.222-03	CONVICT LABOR	JUN/2003
I-33	52.222-20	WALSH-HEALEY PUBLIC CONTRACTS ACT	DEC/1996
I-34	52.222-26	EQUAL OPPORTUNITY	APR/2002
I-35	52.222-35	EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA & OTHER ELIGIBLE VETERANS	SEP/2006
I-36	52.222-36	AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITES	JUN/1998
I-37	52.222-37	EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS	SEP/2006
I-38	52.222-50	COMBATING TRAFFICKING IN PERSONS	AUG/2007
I-39	52.223-5	POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION	AUG/2003
I-40	52.223-6	DRUG-FREE WORKPLACE	MAY/2001
I-41	52.225-5	TRADE AGREEMENTS	NOV/2006
I-42	52.225-13	RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (DEVIATION)	FEB/2006
I-43	52.227-1	AUTHORIZATION AND CONSENT (JUL 1995) AND ALTERNATE I (APR 1984)	JUL/1995
I-44	52.227-2	NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT	AUG/1996
I-45	52.227-09	REFUND OF ROYALTIES	APR/1984
I-46	52.227-9	REFUND OF ROYALTIES	APR/1984
I-47	52.227-10	FILING OF PATENT APPLICATIONS - CLASSIFIED SUBJECT MATTER	APR/1984
I-48	52.227-12	PATENT RIGHTS - RETENTION BY THE CONTRACTOR (LONG FORM)	JAN/1997
I-49	52.228-7	INSURANCE - LIABILITY TO THIRD PERSONS	MAR/1996
I-50	52.229-3	FEDERAL, STATE, AND LOCAL TAXES	APR/2003
I-51	52.229-4	FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL ADJUSTMENTS)	APR/2003
I-52	52.229-05	“DO NOT USE REMOVED PER FAC 2001-13” TAXES -	APR/1984
I-53	52.230-2	COST ACCOUNTING STANDARDS	APR/1998
I-54	52.230-6	ADMINISTRATION OF COST ACCOUNTING STANDARDS	APR/2005
I-55	52.232-01	PAYMENTS	APR/1984
I-56	52.232-08	DISCOUNTS FOR PROMPT PAYMENT	FEB/2002

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	Regulatory Cite	Title	Date
I-57	52.232-09	LIMITATION ON WITHHOLDING OF PAYMENTS	APR/1984
I-58	52.232-11	EXTRAS	APR/1984
I-59	52.232-17	INTEREST	JUN/1996
I-60	52.232-23 ALT	ASSIGNMENT OF CLAIMS (JAN 1986) AND ALTERNATE I (APR 1984)	JAN/1986
	I
I-61	52.232-25	PROMPT PAYMENT	OCT/2003
I-62	52.232-33	PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL CONTRACTOR REGISTRATION	OCT/2003
I-63	52.233-1	DISPUTES	JUL/2002
I-64	52.233-3	PROTEST AFTER AWARD	AUG/1996
I-65	52.233-4	APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM	OCT/2004
I-66	52.237-02	PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION	APR/1984
I-67	52.242-01	NOTICE OF INTENT TO DISALLOW COSTS	APR/1984
I-68	52.242-2	PRODUCTION PROGRESS REPORTS	APR/1991
I-69	52.242-4	CERTIFICATION OF FINAL INDIRECT COSTS	JAN/1997
I-70	52.242-13	BANKRUPTCY	JUL/1995
I-71	52.243-01	CHANGES - FIXED PRICE	AUG/1987
I-72	52.243-02	CHANGES - COST-REIMBURSEMENT	AUG/1987
I-73	52.243-06	CHANGE ORDER ACCOUNTING	APR/1984
I-74	52.244-2	SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS) (AUG 1998) AND ALTERNATE I (JAN 2006)	AUG/1998
I-75	52.244-2	SUBCONTRACTS	AUG/1998
I-76	52.244-5	COMPETITION IN SUBCONTRACTING	DEC/1996
I-77	52.245-2	GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)MAY2004	MAY/2004
I-78	52.245-4	GOVERNMENT-FURNISHED PROPERTY (SHORT FORM)	JUN/2003
I-79	52.246-23	LIMITATION OF LIABILITY	FEB/1997
I-80	52.246-25	LIMITATION OF LIABILITY—SERVICES	FEB/1997
I-81	52.247-68	REPORT OF SHIPMENT (REPSHIP)	FEB/2006
I-82	52.248-1	VALUE ENGINEERING	FEB/2000
I-83	52.249-02	TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)	MAY/2004
I-84	52.249-06	TERMINATION (COST-REIMBURSEMENT)	MAY/2004
I-85	52.249-08	DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)	APR/1984
I-86	52.249-14	EXCUSABLE DELAYS	APR/1984
I-87	52.251-01	GOVERNMENT SUPPLY SOURCES	APR/1984
I-88	52.253-1	COMPUTER GENERATED FORMS	JAN/1991
I-89	252.201-7000	CONTRACTING OFFICER’S REPRESENTATIVE	DEC/1991
I-90	252.203-7001	PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSE-CONTRACT- RELATED FELONIES	DEC/2004
I-91	252.203-7002	DISPLAY OF DOD HOTLINE POSTER	DEC/1991
I-92	252.204-7000	DISCLOSURE OF INFORMATION	DEC/1991
I-93	252.204-7002	PAYMENT FOR SUBLINE ITEMS NOT SEPARATELY PRICED	DEC/1991
I-94	252.204-7003	CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT	APR/1992
I-95	252.205-7000	PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS	DEC/1991
I-96	252.209-7000	DO NOT USE (RESERVED) ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE INSPECTION UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY (RESERVED NOV 2004)	NOV/1995
I-97	252.211-7000	ACQUISITION STREAMLINING	DEC/1991
I-98	252.215-7002	COST ESTIMATING SYSTEM REQUIREMENTS	DEC/2006
I-99	252.215-7004	EXCESSIVE PASS-THROUGH CHARGES	APR/2007
I-100	252.219-7003	SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (DoD CONTRACTS)	APR/2007
I-101	252.219-7004	SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (TEST PROGRAM)	APR/2007
I-102	252.223-7004	DRUG-FREE WORK FORCE	SEP/1988
I-103	252.225-7001	BUY AMERICAN ACT—BALANCE OF PAYMENTS PROGRAM	JUN/2005
I-104	252.225-7002	QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS	APR/2003
I-105	252.225-7004	REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES AND CANADA-SUBMISSION AFTER AWARD	DEC/2006
I-106	252.225-7007	RESERVED BUY AMERICAN ACT—TRADE AGREEMENTS—BALANCE OF PAYMENTS PROGRAM RESERVED	OCT/2002
I-107	252.225-7009	***REMOVED per DCN 20030331***USE IA6197** DUTY-FREE ENTRY—QUALIFYING COUNTRY SUPPLIES (END PRODUCTS AND COMPONENTS)	AUG/2000
I-108	252.225-7010	***RESERVED per DCN 20030331***USE IA6197*** DUTY-FREE ENTRY—	AUG/2000

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	Regulatory Cite	Title	Date
		ADDITIONAL PROVISIONS
I-109	252.225-7012	PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES	JAN/2007
I-110	252.225-7022	REMOVED and RESERVED RESTRICTION ON ACQUISITION OF POLYACRYLONITRILE (PAN) CARBON FIBER REMOVED and RESERVED	JUN/2005
I-111	252.225-7025	RESTRICTION ON ACQUISITION OF FORGINGS	JUL/2006
I-112	252.225-7031	SECONDARY ARAB BOYCOTT OF ISRAEL	JUN/2005
I-113	252.225-7036	BUY AMERICAN ACT—FREE TRADE AGREEMENTS—BALANCE OF PAYMENTS PROGRAM	MAR/2007
I-114	252.227-7025	LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED	JUN/1995
		INFORMATION MARKED WITH RESTRICTIVE LEGENDS
I-115	252.227-7027	DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER SOFTWARE	APR/1988
I-116	252.227-7030	TECHNICAL DATA—WITHHOLDING OF PAYMENT	MAR/2000
I-117	252.228-7000	REIMBURSEMENT FOR WAR-HAZARD LOSSES	DEC/1991
I-118	252.228-7003	CAPTURE AND DETENTION	DEC/1991
I-119	252.231-7000	SUPPLEMENTAL COST PRINCIPLES	DEC/1991
I-120	252.232-7010	LEVIES ON CONTRACT PAYMENTS	DEC/2006
I-121	252.241-7001	GOVERNMENT ACCESS	DEC/1991
I-122	252.242-7004	MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM	DEC/2000
I-123	252.243-7001	PRICING OF CONTRACT MODIFICATIONS	DEC/1991
I-124	252.243-7002	CERTIFICATION OF REQUESTS FOR EQUITABLE ADJUSTMENT	MAR/1998
I-125	252.245-7001	REPORTS OF GOVERNMENT PROPERTY	MAY/1994
I-126	252.246-7000	MATERIAL INSPECTION AND RECEIVING REPORT	MAR/2003
I-127	252.246-7001	WARRANTY OF DATA	DEC/1991
I-128	252.247-7023	TRANSPORTATION OF SUPPLIES BY SEA	MAY/2002
I-129	252.249-7002	NOTIFICATION OF ANTICIPATED CONTRACT TERMINATION OR REDUCTION	DEC/2006
I-130	252.251-7000	ORDERING FROM GOVERNMENT SUPPLY SOURCES	NOV/2004
I-131	52.204-7	CENTRAL CONTRACTOR REGISTRATION (OCT 2003) ALTERNATE 1 (Oct 2003) with Alternate A from DFARS 252.204-7004 (Nov 2003)	OCT/2003

As prescribed in 4.1104, use the following clause:

Central Contractor Registration (Oct 2003)

(a) Definitions. As used in this clause—

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

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

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

Registered in the CCR database means that—

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

(2) The Government has validated all mandatory data fields and has marked the record “Active”.

(b) (1) The Contractor shall be registered in the CCR database by December 31, 2003. The Contractor shall maintain registration during performance and through final payment of this contract.

(2) The Contractor shall enter, in the block with its name and address on the cover page of the SF 30, Amendment of solicitation/Modification of Contract, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the Contractor’s name and address exactly as stated in this contract. The DUNS number will be used by the Contracting Officer to verify that the Contractor is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at http://www.dnb.com; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and Zip Code.

(iv) Company Mailing Address, City, State and Zip Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

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(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

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

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

I-132 52.209-3 FIRST ARTICLE APPROVAL—CONTRACTOR TESTING (SEP89) AND ALT I (JAN 97) AND ALT II(SEP89) SEP/1989

          (a) The Contractor shall test UP TO 3 unit(s) of Lot/Item as specified in this contract. At least 30 calendar days before the beginning of first article tests, the Contractor shall notify the Contracting Officer, in writing, of the time and location of the testing so that the Government may witness the tests.

          (b) The Contractor shall submit the first article test report within 90 calendar days from the date of this contract to PM FBCB2 marked ‘FIRST ARTICLE TEST REPORT: Contract No. ____________________ , Lot/Item No._________________.’ Within 30 calendar days after the Government receives the test report, the Contracting Officer shall notify the Contractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Contractor from complying with all requirements of the specifications and all other terms and conditions of this contract. A notice of conditional approval shall state any further action required of the Contractor. A notice of disapproval shall cite reasons for the disapproval.

          (c) If the first article is disapproved, the Contractor, upon Government request, shall repeat any or all first article tests. After each request for additional tests, the Contractor shall make any necessary changes, modifications, or repairs to the first article or select another first article for testing. All costs related to these tests are to be borne by the Contractor, including any and all costs for additional tests following a disapproval. The Contractor shall then conduct the tests and deliver another report to the Government under the terms and conditions and within the time specified by the Government. The Government shall take action on this report within the time specified in paragraph (b) above. The Government reserves the right to require an equitable adjustment of the contract price for any extension of the delivery schedule, or for any additional costs to the Government related to these tests.

          (d) If the Contractor fails to deliver any first article report on time, or the Contracting Officer disapproves any first article, the Contractor shall be deemed to have failed to make delivery within the meaning of the Default clause of this contract.

          (e) Unless otherwise provided in the contract, and if the approved first article is not consumed or destroyed in testing, the Contractor may deliver the approved first article as part of the contract quantity if it meets all contract requirements for acceptance.

          (f) If the Government does not act within the time specified in paragraph (b) or (c) above, the Contracting Officer shall, upon timely written request from the Contractor, equitably adjust under the Changes clause of this contract the delivery or performance dates and/or the contract price, and any other contractual term affected by the delay.

          (g) Before first article approval, the Contracting Officer may, by written authorization, authorize the Contractor to acquire specific materials or components or to commence production to the extent essential to meet the delivery schedules. Until first article approval is granted, only costs for the first article and costs incurred under this authorization are allocable to this contract for

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Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

(1) progress payments, or

(2) termination settlements if the contract is terminated for the convenience of the Government. If first article tests reveal deviations from contract requirements, the Contractor shall, at the location designated by the Government, make the required changes or replace all items produced under this contract at no change in the contract price.

          (h) The Government may waive the requirement for first article approval test where supplies identical or similar to those called for in the schedule have been previously furnished by the offeror/contractor and have been accepted by the Government. The offeror/contractor may request a waiver.

          (i) The Contractor shall produce both the first article and the production quantity at the same facility.

I-133 52.216-18 ORDERING OCT/1995

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from DATE OF AWARD with the period of performance ending 31 December 2011.

          (b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

          (c) If mailed, a delivery order or task order is considered ‘issued’ when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

    I-134 52.216-19 ORDER LIMITATIONS OCT/1995

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than the amount designated as the minimum order of 2000 MT-2011-F Transceivers and 400 AVX-06 Transcievers. the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

          (b) Maximum order. The Contractor is not obligated to honor—

                    (1) Any order for a single item in excess of (CONTRACT CEILING)

                    (2) Any order for a combination of items in excess of (CONTRACT CEILING); or

                    (3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) of this section.

          (c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

          (d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within -5- days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

I-135 52.216-22 INDEFINITE QUANTITY OCT/1995

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

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

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

          (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 31 December 2011.

(End of clause)

I-136 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, & OTHER ELIGIBLE VETER (SEP 06) AND ALTERNATE I (DEC 01) SEP/2006

Notice: The following term(s) of this clause are waived for this contract: -1-.

(a) Definitions. As used in this clause —

“All employment openings” means all positions except executive and top management, those positions that will be filled from within the Contractor’s organization, and positions lasting 3 days or less. This term includes full-time employment, temporary employment of more than 3 days duration, and part-time employment.

“Executive and top Management” means any employee-

(1) Whose primary duty consists of the management of the enterprise in which the individual is employed or of a customarily recognized department or subdivision thereof;

(2) Who customarily and regularly directs the work of two or more other employees;

(3) Who has the authority to hire or fire other employees or whose suggestions and recommendations as to the hiring or firing and as to the advancement and promotion or any other change of status of other employees will be given particular weight;

(4) Who customarily and regularly exercises discretionary powers; and

(5) Who does not devote more than 20 percent or, in the case of an employee of a retail or service establishment, who does not devote more than 40 percent of total hours of work in the work week to activities that are not directly and closely related to the performance of the work described in paragraphs (1) through (4) of this definition. This paragraph (5) does not apply in the case of an employee who is in sole charge of an establishment or a physically separated branch establishment, or who owns at least a 20 percent interest in the enterprise in which the individual is employed.

“Other eligible veteran” means any other veteran who served on active duty during a war or in a campaign or expedition for which a campaign badge has been authorized.

“Positions that will be filled from within the Contractor’s organization” means employment openings for which the Contractor will give no consideration to persons outside the Contractor’s organization (including any affiliates, subsidiaries, and parent companies) and includes any openings the Contractor proposes to fill from regularly established “recall” lists. The exception does not apply to a particular opening once an employer decides to consider applicants outside of its organization.

“Qualified special disabled veteran” means a special disabled veteran who satisfies the requisite skill, experience, education, and other job-related requirements of the employment position such veteran holds or desires, and who, with or without reasonable accommodation, can perform the essential functions of such position.

“Special disabled veteran” means-

(1) A veteran who is entitled to compensation (or who but for the receipt of military retired pay would be entitled to compensation) under laws administered by the Department of Veterans Affairs for a disability—

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		(i) Rated at 30 percent or more; or
		(ii) Rated at 10 or 20 percent in the case of a veteran who has been determined under 38 U.S.C. 3106 to have a serious employment handicap (i.e., a significant impairment of the veteran’s ability to prepare for, obtain, or retain employment consistent with the veteran’s abilities, aptitudes, and interests); or
(2) A person who was discharged or released from active duty because of a service-connected disability.
“Veteran of the Vietnam era” means a person who -
(1) Served on active duty for a period of more than 180 days and was discharged or released from active duty with other than a dishonorable discharge, if any part of such active duty occurred-
	(i) In the Republic of Vietnam between February 28, 1961, and May 7, 1975; or
	(ii) Between August 5, 1964, and May 7, 1975, in all other cases; or
(2) Was discharged or released from active duty for a service-connected disability if any part of the active duty was performed—
		(i) In the Republic of Vietnam between February 28, 1961, and May 7, 1975; or
		(ii) Between August 5, 1964, and May 7, 1975, in all other cases.

(b) General.

(1) The Contractor shall not discriminate against the individual because the individual is a special disabled veteran, a veteran of the Vietnam era, or other eligible veteran, regarding any position for which the employee or applicant for employment is qualified. The Contractor shall take affirmative action to employ, advance in employment, and otherwise treat qualified special disabled veterans, veterans of the Vietnam era, and other eligible veterans without discrimination based upon their disability or veterans’ status in all employment practices such as —
	(i) Recruitment, advertising, and job application procedures;
	(ii) Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff and rehiring;
	(iii) Rate of pay or any other form of compensation and changes in compensation;
	(iv) Job assignments, job classifications, organizational structures, position descriptions, lines of progression, and seniority lists;
	(v) Leaves of absence, sick leave, or any other leave;;
	(vi) Fringe benefits available by virtue of employment, whether or not administered by the Contractor;
	(vii) Selection and financial support for training, including apprenticeship, and on-the-job training under 38 U.S.C. 3687, professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training;
	(viii) Activities sponsored by the Contractor including social or recreational programs; and
	(ix) Any other term, condition, or privilege of employment.
(2) The Contractor shall comply with the rules, regulations, and relevant orders of the Secretary of Labor issued under the Vietnam Era Veterans’ Readjustment Assistance Act of 1972 (the Act), as amended (38 U.S.C. 4211 and 4212).

(c) Listing openings.

(1) The Contractor shall immediately list all employment openings that exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract, and including those occurring at an establishment of the Contractor other than the one where the contract is being performed, but excluding those of independently operated corporate affiliates, at an appropriate local public employment service office of the State wherein the opening occurs. Listing employment openings with the U.S. Department of Labor’s America’s Job Bank shall satisfy the requirement to list jobs with the local employment service office.

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(2) The Contractor shall make the listing of employment openings with the local employment service office at least concurrently with using any other recruitment source or effort and shall involve the normal obligations of placing a bona fide job order, including accepting referrals of veterans and nonveterans. This listing of employment openings does not require hiring any particular job applicant or hiring from any particular group of job applicants and is not intended to relieve the Contractor from any requirements of Executive orders or regulations concerning nondiscrimination in employment.

(3) Whenever the Contractor becomes contractually bound to the listing terms of this clause, it shall advise the State public employment agency in each State where it has establishments of the name and location of each hiring location in the State. As long as the Contractor is contractually bound to these terms and has so advised the State agency, it need not advise the State agency of subsequent contracts. The Contractor may advise the State agency when it is no longer bound by this contract clause.

(d) Applicability. This clause does not apply to the listing of employment openings that occur and are filled outside the 50 States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the northern Mariana Islands, American Samoa, Guam, the Virgin Islands of the United States, and Wake Island.

(e) Postings.

(1) The Contractor shall post employment notices in conspicuous places that are available to employees and applicants for employment.
(2) The employment notices shall—
	(i) State the rights of applicants and employees as well as the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified employees and applicants who are special disabled veterans, veterans of the Vietnam era, and other eligible veterans; and
	(ii) Be in a form prescribed by the Deputy Assistant Secretary for Federal Contract Compliance Programs, Department of Labor (Deputy Assistant Secretary of Labor), and provided by or through the Contracting Officer.
(3) The Contractor shall ensure that applicants or employees who are special disabled veterans are informed of the contents of the notice (e.g., the Contractor may have the notice read to a visually disabled veteran, or may lower the posted notice so that it can be read by a person in a wheel chair).
(4) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement, or other contract understanding, that the Contractor is bound by the terms of the Act and is committed to take affirmative action to employ, and advance in employment, qualified special disabled veterans, veterans of the Vietnam Era, and other eligible veterans.

(f) Noncompliance. If the Contractor does not comply with the requirements of this clause, the Government may take appropriate actions under the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act.

(g) Subcontracts. The Contractor shall insert the terms of this clause in all subcontracts or purchase orders of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Deputy Assistant Secretary of Labor to enforce the terms, including action for noncompliance.

(End of Clause)

I-137 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) AND ALTERNATE I (JUN 1998) JUN/1998

Notice: The following term(s) of this clause are waived for this contract: -1-.

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I-138 252.211-7003 UNIQUE ITEM IDENTIFICATION AND VALUATION JUN/2005

                    (a) Definitions. As used in this clause-

                              Automatic identification device means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.

                              Concatenated unique item identifier means-

                                        (1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

                                        (2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

                              Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

                              DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at <http://www.acq.osd.mil/dpap/UID/equivalents.html>.

                              DoD unique item identification means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

                              Enterprise means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.

                              Enterprise identifier means a code that is uniquely assigned to an enterprise by an issuing agency.

                              Governments unit acquisition cost means-

                                        (1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

                                        (2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractors estimated fully burdened unit cost to the Government at the time of delivery; and

                                        (3) For items produced under a time-and-materials contract, the Contractors estimated fully burdened unit cost to the Government at the time of delivery.

                              Issuing agency means an organization responsible for assigning a non-repeatable identifier to an enterprise (i.e., Dun & Bradstreets Data Universal Numbering System (DUNS) Number, Uniform Code Council (UCC) /EAN International (EAN) Company Prefix, or Defense Logistics Information System (DLIS) Commercial and Government Entity (CAGE) Code).

                              Issuing agency code means a code that designates the registration (or controlling) authority for the enterprise identifier.

                              Item means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

                              Lot or batch number means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions.

                              Machine-readable means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards.

                              Original part number means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface.

                              Parent item means the item assembly, intermediate component, or subassembly that has an embedded item with a

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unique item identifier or DoD recognized unique identification equivalent.

                              Serial number within the enterprise identifier means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise.

                              Serial number within the part, lot, or batch number means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment.

                              Serialization within the enterprise identifier means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.

                              Serialization within the part, lot, or batch number means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier.

                              Unique item identifier means a set of data elements marked on items that is globally unique and unambiguous.

                              Unique item identifier type means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at <http://www.acq.osd.mil/dpap/UID/uid types.html>.

                    (b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item.

                    (c) DoD unique item identification or DoD recognized unique identification equivalents.

                              (1) The Contractor shall provide DoD unique item identification, or a DoD recognized unique identification equivalent, for-

                                        (i) All delivered items for which the Governments unit acquisition cost is $5,000 or more; and

                                        (ii) The following items for which the Governments unit acquisition cost is less than $5,000:

Contract Line, Subline, or
Exhibit Line Item Number Item Description

                                        (iii) Subassemblies, components, and parts embedded within delivered items as specified in Attachment Number ____.

                              (2) The concatenated unique item identifier and the component data elements of the DoD unique item identification or DoD recognized unique identification equivalent shall not change over the life of the item.

                              (3) Data syntax and semantics of DoD unique item identification and DoD recognized unique identification equivalents. The Contractor shall ensure that-

                                        (i) The encoded data elements (except issuing agency code) of the unique item identifier are marked on the item using one of the following three types of data qualifiers, as determined by the Contractor:

                                                  (A) Data Identifiers (DIs) (Format 06) in accordance with ISO/IEC International Standard 15418, Information Technology - EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

                                                  (B) Application Identifiers (AIs) (Format 05), in accordance with ISO/IEC International Standard 15418, Information Technology - EAN/UCC Application Identifiers and ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and Maintenance.

                                                  (C) Text Element Identifiers (TEIs), in accordance with the DoD collaborative solution DD format for use until the solution is approved by ISO/IEC JTC1 SC 31. The DD format is described in Appendix D of the DoD Guide to Uniquely Identifying Items, available at <http://www.acq.osd.mil/dpap/UID/guides.htm>; and

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                                        (ii) The encoded data elements of the unique item identifier conform to ISO/IEC International Standard 15434, Information Technology - Syntax for High Capacity Automatic Data Capture Media.

                              (4) DoD unique item identification and DoD recognized unique identification equivalents.

                                        (i) The Contractor shall-

                                                  (A) Determine whether to serialize within the enterprise identifier or serialize within the part, lot, or batch number; and

                                                  (B) Place the data elements of the unique item identifier (enterprise identifier; serial number; and for serialization within the part, lot, or batch number only; original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in the version of MIL-STD-130, Identification Marking of U.S. Military Property, cited in the contract Schedule.

                                        (ii) The issuing agency code-

                                                  (A) Shall not be placed on the item; and

                                                  (B) Shall be derived from the data qualifier for the enterprise identifier.

                    (d) For each item that requires unique item identification under paragraph (c)(1)(i) or (ii) of this clause, in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, either as part of, or associated with, the Material Inspection and Receiving Report, the following information:

                              (1) Concatenated unique item identifier; or DoD recognized unique identification equivalent.

                              (2) Unique item identifier type.

                              (3) Issuing agency code (if concatenated unique item identifier is used).

                              (4) Enterprise identifier (if concatenated unique item identifier is used).

                              (5) Original part number.

                              (6) Lot or batch number.

                              (7) Current part number (if not the same as the original part number).

                              (8) Current part number effective date.

                              (9) Serial number.

                              (10) Governments unit acquisition cost.

                     (e) For embedded DoD serially managed subassemblies, components, and parts that require unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report at the time of delivery, either as part of, or associated with the Material Inspection and Receiving Report specified elsewhere in this contract, the following information:

                              (1) Concatenated unique item identifier or DoD recognized unique identification equivalent of the parent item delivered under a contract line, subline, or exhibit line item that contains the embedded subassembly, component, or part.

                              (2) Concatenated unique item identifier or DoD recognized unique identification equivalent of the embedded subassembly, component, or part.

          (3) Unique item identifier type.**

          (4) Issuing agency code (if concatenated unique item identifier is used).**

                              (5) Enterprise identifier (if concatenated unique item identifier is used).**

                              (6) Original part number.**

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                              (7) Lot or batch number.**

                              (8) Current part number (if not the same as the original part number.**

                              (9) Current part number effective date.**

                              (10) Serial number.**

                              (11) Unit of measure.

                              (12) Description.

** Once per item.

                    (f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause in accordance with the data submission procedures at http://www.acq.osd.mil/dpap/UID/DataSubmission.htm.

                    (g) Subcontracts. If paragraph (c)(1) of this clause applies, the Contractor shall include this clause, including this paragraph (g), in all subcontracts issued under this contract.

(End of clause)

I-139 52.222-2 PAYMENT FOR OVERTIME PREMIUMS JUL/1990

          (a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed* _________________ or the overtime premium is paid for work-

               (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

               (2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

               (3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

               (4) That will result in lower overall costs to the Government.

           (b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall-

               (1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

               (2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

               (3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

               (4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(End of clause)

*Note - in paragraph (a) insert either ‘zero’ or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in subparagraph (a)(1) through (a)(4) of the clause.

I-140 52.222-26 EQUAL OPPORTUNITY (APR 2002) AND ALTERNATE I
(FEB 1999) APR/2002

Notice: The following terms of this clause are waived for this contract: __________ [Contracting Officer shall list terms.

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(a) Definition. “United States,” as used in this clause, means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with paragraphs (b)(1) through (b)(11) of this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause.

(1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5.
(2) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to —
	(i) Employment;
	(ii) Upgrading;
	(iii) Demotion;
	(iv) Transfer;
	(v) Recruitment or recruitment advertising;
	(vi) Layoff or termination;
	(vii) Rates of pay or other forms of compensation; and
	(viii) Selection for training, including apprenticeship.

(3) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.

(4) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

(5) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers’ representative of the Contractor’s commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.

(6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

(7) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms.

(8) The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the (OFCCP) for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order.

(9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended, in the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.

(10) The Contractor shall include the terms and conditions of subparagraphs (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.

(11) The Contractor shall take such action with respect to any subcontract or purchase order as the contracting officer may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance; provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

(c) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1.

(End of Clause)

I-141	52.227-03	PATENT INDEMNITY (ALTERNATE II)	APR/1984
The following paragraph (c) is added to the clause at FAR 52.227-03 (APR 84), which is incorporated by reference:

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(c) This patent indemnification shall cover the following items:

This patent indemnification shall be applicable to any patent claims or suits against the Government arising out of any activity occurring pursuant to this contract regarding the making, use, or sale of any items, or materials; or the practicing of any processes; which, in either case, have been sold or offered for sale by the contractor or its subcontractors hereunder to the public, in the commercial open market, and to such items, materials, or processes with relatively minor modifications thereto.

I-142 52.232-16 PROGRESS PAYMENTS APR/2003

The Government will make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly in amounts of $2,500 or more approved by the Contracting Officer, under the following conditions:

(a)	Computation of amounts.
	(1) Unless the Contractor requests a smaller amount, the Government will compute each progress payment as 80 percent of the Contractor’s total costs incurred under this contract whether or not actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the sum of all previous progress payments made by the Government under this contract. The Contracting Officer will consider cost of money that would be allowable under FAR 31.205-10 as an incurred cost for progress payment purposes.
	(2) The amount of financing and other payments for supplies and services purchased directly for the contract are limited to the amounts that have been paid by cash, check, or other forms of payment, or that are determined due and will be paid to subcontractors—

(i)	In accordance with the terms and conditions of a subcontract of invoice; and
(ii)	Ordinarily within 30 days of the submission of the Contractor’s payment request to the Government.

(3)	The Government will exclude accrued costs of Contractor contributions under employee pension plans until actually paid unless—
	(i)	The Contractor’s practice is to make contributions to the retirement fund quarterly or more frequently; and
	(ii)	The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor’s total costs for progress payments until paid).
(4)	The Contractor shall not include the following in total costs for progress payment purposes in paragraph (a)(1) of this clause:
(i)	Costs that are not reasonable, allocable to this contract, and consistent with sound and generally accepted accounting principles and practices.
(ii)	Costs incurred by subcontractors or suppliers.
(iii)	Costs ordinarily capitalized and subject to depreciation or amortization except for the properly depreciated or amortized portion of such costs.
(iv)	Payments made or amounts payable to the subcontractors or suppliers, except for—

(A)	completed work, including partial deliveries, to which the Contractor has acquired title; and
(B)	Work under cost-reimbursement or time-and-material subcontracts to which the Contractor has acquired title.

(5) The amount of unliquidated progress payments may exceed neither (i) the progress payments made against incomplete work (including allowable unliquidated progress payments to subcontractors) nor (ii) the value, for progress payment purposes, of the incomplete work. Incomplete work shall be considered to be the supplies and services required by this contract, for which delivery and invoicing by the Contractor and acceptance by the Government are incomplete.

(6) The total amount of progress payments shall not exceed 80 percent of the total contract price.

(7) If a progress payment or the unliquidated progress payments exceed the amounts permitted by subparagraphs (a)(4) or (a)(5) above, the Contractor shall repay the amount of such excess to the Government on demand.

(8) Notwithstanding any other terms of the contract, the Contractor agrees not to request progress payments in dollar amounts of less than $2,500. The Contracting Officer may make exceptions.

(b) Liquidation. Except as provided in the Termination for Convenience of the Government clause, all progress payments shall be liquidated by deducting from any payment under this contract, other than advance or progress payments, the unliquidated progress payments, or 80 percent of the amount invoiced, whichever is less. The Contractor shall repay to the Government any amounts required by a retroactive price reduction, after computing liquidation’s and payments on past invoices at the reduced prices and adjusting the unliquidated progress payments accordingly. The Government reserves the right to unilaterally change from the ordinary liquidation rate to an alternate rate when deemed appropriate for proper contract financing.

(c) Reduction or suspension. The Contracting Officer may reduce or suspend progress payments, increase the rate of liquidation, or take a combination of these actions, after finding on substantial evidence any of the following conditions:

(1)	The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (f) and (g) below).
(2)	Performance of this contract is endangered by the Contractor’s —
	(i)	Failure to make progress; or
	(ii)	Unsatisfactory financial condition.
(3)	Inventory allocated to this contract substantially exceeds reasonable requirements.
(4)	The Contractor is delinquent in payment of the costs of performing this contract in the ordinary course of business.
(5)	The unliquidated progress payments exceed the fair value of the work accomplished on the undelivered portion of this contract.
(6)	The Contractor is realizing less profit than that reflected in the establishment of any alternate liquidation rate in paragraph
(b)	above, and that rate is less than the progress payment rate stated in subparagraph (a)(1) above.

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(d)	Title.
	(1) Title to the property described in this paragraph (d) shall vest in the Government. Vestiture shall be immediately upon the date of this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.
	(2) “Property,” as used in this clause, includes all of the below-described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices.
		(i) Parts, materials, inventories, and work in process;
		(ii) Special tooling and special test equipment to which the Government is to acquire title under any other clause of this contract;
		(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (ii) above; and
		(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.
	(3) Although title to property is in the Government under this clause, other applicable clauses of this contract; e.g., the termination or special tooling clauses, shall determine the handling and disposition of the property.
	(4) The Contractor may sell any scrap resulting from production under this contract without requesting the Contracting Officer’s approval, but the proceeds shall be credited against the costs of performance.
	(5) To acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer’s advance approval of the action and the terms. The Contractor shall
		(i)	exclude the allocable costs of the property from the costs of contract performance, and

(ii) repay to the Government any amount of unliquidated progress payments allocable to the property. Repayment may be by cash or credit memorandum.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all progress payments, title shall vest in the Contractor for all property (or the proceeds thereof) not —

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(e) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. The Contractor shall repay the Government an amount equal to the unliquidated progress payments that are based on costs allocable to property that is damaged, lost, stolen, or destroyed.

(f) Control of costs and property. The Contractor shall maintain an accounting system and controls adequate for the proper administration of this clause.

(g) Reports and access to records. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information reasonably requested by the Contracting Officer for the administration of this clause. Also, the Contractor shall give the Government reasonable opportunity to examine and verify the Contractor’s books, records, and accounts.

(h) Special terms regarding default. If this contract is terminated under the Default clause,

		(i) the Contractor shall, on demand, repay to the Government the amount of unliquidated progress payments and
		(ii) title shall vest in the Contractor, on full liquidation of progress payments, for all property for which the Government elects not to require delivery under the Default clause. The Government shall be liable for no payment except as provided by the Default clause.
(i)	Reservations of rights.
	(1) No payment or vesting of title under this clause shall —
			(i) Excuse the Contractor from performance of obligations under this contract; or
			(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.
		(2) The Government’s rights and remedies under this clause —
		(i) Shall not be exclusive but rather shall be in addition to any other rights and remedies provided by law or this contract; and
		(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.
(j)	Financing payments to subcontractors. The financing payments to subcontractors mentioned in paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or divisions, if the following conditions are met:
	(1) The amounts included are limited to —
	(i) The unliquidated remainder of financing payments made; plus
	(ii) Any unpaid subcontractor requests for financing payments.
	(2) The subcontract or interdivisional order is expected to involve a minimum of approximately 6 months between the beginning of work and the first delivery, or, if the subcontractor is a small business concern, 4 months.
	(3) If the financing payments are in the form or progress payments, the terms of the subcontract or interdivisional order concerning progress payments —
		(i) Are substantially similar to the terms of the clause for any subcontractor that is a large business concern, or that clause with its Alternate I for any subcontractor that is a small business concern;
		(ii) Are at least as favorable to the Government as the terms of this clause;

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(iii) Are not more favorable to the subcontractor or division than the terms of this clause are to the Contractor;

(iv) Are in conformance with the requirements of FAR 32.504(e); and

(v) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government’s right to require delivery of the property to the Government if —

		(A) The Contractor defaults; or
		(B) The subcontractor becomes bankrupt or insolvent.
(4) If the financing payments are in the form of performance-based payments, the terms of the subcontract or interdivisional order concerning payments—
	(i) Are substantially similar to the Performance-Based Payments clause at FAR 52.232-32 and meet the criteria for, and definition of, performance-based payments in FAR Part 32;
	(ii) Are in conformance with the requirements of FAR 32.504(f); and
	(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government’s right to require delivery of the property to the Government if—
		(A) The Contractor defaults; or
		(B) The subcontractor becomes bankrupt or insolvent.
(5) If the financing payments are in the form of commercial item financing payments, the terms of the subcontract or interdivisional order concerning payments-
	(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial item purchase that meets the definition and standards for acquisition of commercial items in FAR Part 2 and 12;
	(ii) Are in conformance with the requirements of FAR 32.504(g); and
	(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government’s right to require delivery of the property to the Government if—
	(A) The Contractor defaults; or
	(B) The subcontractor becomes bankrupt or insolvent.
(6) If financing is in the form of progress payments, the progress payment rate in the subcontract is the customary rate used by the contracting agency, depending on whether the subcontractor is or is not a small business concern. (7) Concerning any proceeds received by the Government for property to which title has vested in the Government under the subcontract terms, the parties agree that the proceeds shall be applied to reducing any unliquidated financing payments by the Government to the Contractor under this contract. (8) If no unliquidated financing payments to the Contractor remain, but there are unliquidated financing payments that the Contractor has made to any subcontractor, the Contractor shall be subrogated to all the rights the Government obtained through the terms required by this clause to be in any subcontract, as if all such rights had been assigned and transferred to the Contractor. (9) To facilitate small business participation in subcontracting under this contract, the Contractor shall provide financing payments to small business concerns, in conformity with the standards for customary contract financing payments stated in Subpart 32.113. The Contractor shall not consider the need for such financing payments as a handicap or adverse factor in the award of subcontracts.

(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment provisions in this contract, progress payments may not exceed 80 percent of costs incurred on work accomplished under undefinitized contract actions. A “contract action” is any action resulting in a contract, as defined in Subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes. This limitation shall apply to the costs incurred, as computed in accordance with paragraph (a) of this clause, and shall remain in effect until the contract action is definitized. Costs incurred which are subject to this limitation shall be segregated on Contractor progress payment requests and invoices from those costs eligible for higher progress payment rates. For purposes of progress payment liquidation, as described in paragraph (b) of this clause, progress payments for undefinitized contract actions shall be liquidated at 80 percent of the amount invoiced for work performed under the undefinitized contract action as long as the contract action remains undefinitized. The amount of unliquidated progress payments for undefinitized contract actions shall not exceed 80 percent of the maximum liability of the Government under the undefinitized contract action or such lower limit specified elsewhere in the contract. Separate limits may be specified for separate actions.

(l) Due date. The designated payment office will make progress payments on the ______ [Contracting Officer insert date as prescribed by agency head; if not prescribed, insert “30th”] day after the designated billing office receives a proper progress payment request. In the event that the Government requires an audit or other review of a specific progress payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make a payment by the specified due date. Progress payments are considered contract financing and are not subject to the interest penalty provisions of the Prompt Payment Act. (m) Progress payments under indefinite--delivery contracts. The Contractor shall account for and submit progress payment requests under individual orders as if the order constituted a separate contract, unless otherwise specified in this contract.

(End of Clause)

     I-143 52.243-07 NOTIFICATION OF CHANGES APR/1984

(a) Definitions. ‘Contracting Officer,’ as used in this clause, does not include any representative of the Contracting Officer. ‘Specifically authorized representative (SAR),’ as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

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

	(1) The date, nature, and circumstances of the conduct regarded as a change;
	(2) The name, function, and activity of each Government individual and Contractor official or employee involved in orknowledgeable about such conduct;
	(3) The identification of any documents and the substance of any oral communication involved in such conduct;
	(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;
	(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including-
		(i) What contract line items have been or may be affected by the alleged change;
		(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;
(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect oncontinued performance have been or may be caused by the alleged change;
(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and
	(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance.

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

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

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

           (2) Countermand any communication regarded as a change;

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

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

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

(i)	In the contract price or delivery schedule or both; and
(ii)	In such other provisions of the contract as may be affected.

           (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay

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

NOTE: The phrases ‘contract price’ and ‘cost’ wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof.

    I-144 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS
                                                            ) MAR/2007

(a)	Definitions. As used in this clause— Commercial item has the meaning contained Federal Acquisition Regulation 2.101, Definitions. Subcontract includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b)      To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)

          (1) The Contractor shall insert the following clauses in subcontracts for commercial items:

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

(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

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

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

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). (Flow down a required in accordance with paragraph (g) of FAR clause 52.222-39.)

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

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

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

(End of Clause)

I-145	52.245-2 ALT I	GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) (JUN 2003)	JUN/2003
	(DEV)	AND ALTERNATE I (APR 1984) (DEVIATION DAR TRACKING No. 99-O0008 (JUL 99)

               (a) Government-furnished property.

(1) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications together with any related data and information that the Contractor may request and is reasonably required for the intended use of the property (hereinafter referred to as “Government-furnished property”).

(2) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use (except for property furnished “as is”) will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contract’s delivery or performance dates.

(3) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt of it, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either repair, modify, return, or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause.

(4) If Government-furnished property is not delivered to the Contractor by the required

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time, the Contracting Officer shall, upon the Contractor’s timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.

               (b) Changes in Government-furnished property.

                    (1) The Contracting Officer may, by written notice,

(i) decrease the Government-furnished property provided or to be provided under this contract, or

(ii) substitute other Government-furnished property for the property to be provided by the Government, or to be acquired by the Contractor for the Government, under this contract.

The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by such notice.

(2) Upon the Contractor’s written request, the Contracting Officer shall make an equitable adjustment to the contract in accordance with paragraph(h) of this clause, if the Government has agreed in the Schedule to make the property available for performing this contract and there is any —

(i) Decrease or substitution in this property pursuant to subparagraph(b)(1) of this clause; or

(ii) Withdrawal of authority to use this property, if provided under any other contract or lease.

               (c) Title in Government property.

(1) The Government shall retain title to all Government-furnished property.

(2) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph(collectively referred to as “Government property”), are subject to the provisions of this clause. However, special tooling accountable to this contract is subject to the provisions of the Special Tooling clause and is not subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property.

(3) Title to each item of facilities and special test equipment acquired by the Contractor for the Government under this contract shall pass to and vest in the Government when its use in performing this contract commences or when the Government has paid for it, whichever is earlier, whether or not title previously vested in the Government.

(4) If this contract contains a provision directing the Contractor to purchase material for which the Government will reimburse the Contractor as a direct item of cost under this contract —

(i) Title to material purchased from a vendor shall pass to and vest in the Government upon the vendor’s delivery of such material; and

(ii) Title to all other material shall pass to and vest in the Government upon —

(A) Issuance of the material for use in contract performance;

(B) Commencement of processing of the material or its use in contract performance; or

(C) Reimbursement of the cost of the material by the Government, whichever occurs first.

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(d) Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer.

(e) Property administration.

(1) The Contractor shall be responsible and accountable for all Government property provided under this contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract.

(2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound industrial practice and the applicable provisions of Subpart 45.5 of the FAR.

(3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause.

(4) The Contractor represents that the contract price does not include any amount for repairs or replacement for which the Government is responsible. Repair or replacement of property for which the Contractor is responsible shall be accomplished by the Contractor at its own expense.

(f) Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the Government property.

(g)    Limited risk of loss. (1) The term “Contractor’s managerial personnel,” as used in this paragraph (g), means the Contractor’s directors, officers, and any of the Contractor’s managers, superintendents, or equivalent representatives who have supervision or direction of—

(i) All or substantially all of the Contractor’s business;

(ii) All or substantially all of the Contractor’s operation at any one plant or separate location at which the contract is being performed; or

(iii) A separate and complete major industrial operation connected with performing this contract.

(2) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract (or, if an educational or nonprofit organization, for expenses incidental to such loss, destruction, or damage), except as provided in subparagraphs (3) and (4) below.

(3) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)—

(i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained, or to the extent of insurance actually purchased and maintained, whichever is greater;

(ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement;

(iii) For which the Contractor is otherwise responsible under the express terms of this contract;

(iv) That results from willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel; or

CONTINUATION SHEET	Reference No. of Document Being Continued		Page 65 of 69
	PIIN/SIIN W15P7T-07-D-J402	MOD/AMD
Name of Offeror or Contractor: COMTECH MOBILE DATACOM CORPORATION

(v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause.

(4)(i) If the Contractor fails to act as provided in subdivision (g)(3)(v) above, after being notified (by certified mail addressed to one of the Contractor’s managerial personnel) of the Government’s disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel.

(ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage—

(A) Did not result from the Contractor’s failure to maintain an approved program or system; or

(B) Occurred while an approved program or system was maintained by the Contractor.

(5) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor’s possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract.

Para (6) for DoD:

(6) [The contractor shall notify the contracting officer u]pon loss or destruction of, or damage to, Government property provided under this contract, [with the exception of low value property for which loss, damage, or destruction is reported at contract termination, completion, or when needed for continued contract performance. T]he Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of—

(i) The lost, destroyed, or damaged Government property;

(ii) The time and origin of the loss, destruction, or damage;

(iii) All known interests in commingled property of which the Government property is a part; and

(iv) The insurance, if any, covering any part of or interest in such commingled property.

(7) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor’s) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(7) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor’s liability under this paragraph (g) when making such equitable adjustment.

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(8) The Contractor represents that it is not including in the price and agrees it will not hereafter include in any price to the Government any charge or reserve for insurance (including any self-insurance fund or reserve) covering loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract.

(9) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to or equitably reimburse the Government, as directed by the Contracting Officer.

(10) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.

(h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor’s exclusive remedy. The Government shall not be liable to suit for breach of contract for —

(1) Any delay in delivery of Government-furnished property;

(2) Delivery of Government-furnished property in a condition not suitable for its intended use;

(3) A decrease in or substitution of Government-furnished property; or

(4) Failure to repair or replace Government property for which the Government is responsible.

(i) Final accounting and disposition of Government property. Upon completing this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property (including any resulting scrap) not consumed in performing this contract or delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid to the Government as the Contracting Officer directs.

(j) Abandonment and restoration of Contractor’s premises. Unless otherwise provided herein, the Government —

(1) May abandon any Government property in place, at which time all obligations of the Government regarding such abandoned property shall cease; and

(2) Has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances (e.g., abandonment, disposition upon completion of need, or upon contract completion). However, if the Government-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.

(k) Communications. All communications under this clause shall be in writing.

(l) Overseas contracts. If this contract is to be performed outside of the United States

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and its outlying areas, the words “Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,” respectively.

(End of Clause)

   I-146 52.252-02 CLAUSES INCORPORATED BY REFERENCE FEB/1998

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

       http://www.arnet.gov/far       

       http://farsite.hill.af.mil          

(End of Clause)

   I-147 52.252-2 CLAUSES INCORPORATED BY REFERENCE FEB/1998

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address:

          http://www.arnet.gov/far/ or http://www.acq.osd.mil/dpap/dars/index.htm or https://webportal.saalt.army.mil/saal- zp/procurement/afars.doc

(End of Clause)

   I-148 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS MAR/2007

          (a) Definitions. As used in this clause

(1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using one of the electronic forms provided for in paragraph (b) of this clause.

(3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests using one of the following electronic forms:

(1) Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA). Information regarding WAWF-RA is available on the Internet at  \*HYPERLINK “https://rmb.ogden.disa.mil/”https://wawf.eb.mil.

(2) Web Invoicing System (WInS). Information regarding WInS is available on the Internet at  \*HYPERLINK “https://ecweb.dfas.mil/”https://ecweb.dfas.mil.

(3) American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats.

(i) Information regarding EDI formats is available on the Internet at  \*HYPERLINK “http://www.x12.org/”http://www.X12.org.

(ii) EDI implementation guides are available on the Internet at http://www.dod.mil/dfas/contractorpay/electroniccommerce.html.

(4) Another electronic form authorized by the Contracting Officer.

          (c) The Contractor may submit a payment request in non-electronic form only when

(1) DoD is unable to receive a payment request in electronic form; or

(2) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officers determination with each request for payment.

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

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(End of clause)

CONTINUATION SHEET	Reference No. of Document Being Continued		Page 69 of 69
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SECTION J - LIST OF ATTACHMENTS

List of Addenda	Title	Date	Number of Pages	Transmitted By
Exhibit A	CDRL C001 STATUS REPORTS-RAW PACKET SWITCH	03-MAY-2007	001	EMAIL
Exhibit B	CDRL C002 ACCEPTANCE TEST PLAN AND TEST PROCEDURES	03-MAY-2007	001	EMAIL
Exhibit C	CDRL C003 FIRST ARTICLE QUALIFICATION TEST	03-MAY-2007	001	EMAIL
Exhibit D	CDRL C004 FIRST ARTICLE QUALIFICATION TEST REPORT	03-MAY-2007	001	EMAIL
Exhibit E	CDRL C005 PY 1 BAR CODE ID REPORT FOR UNIQUE ID	03-MAY-2007	001	EMAIL
Exhibit F	CDRL C006 FIRMWARE VERSION DESCRIPTION DOCUMENT REPORT	03-MAY-2007	001	EMAIL
Exhibit G	CDRL C007 SOFTWARE TEST PLAN AND VERIFICATION MATRIX	03-MAY-2007	001	EMAIL
Exhibit H	CDRL C008 SOFTWARE TEST PROCEDURES	03-MAY-2007	001	EMAIL
Exhibit J	CDRL C009 SOFTWARE TEST REPORT	03-MAY-2007	001	EMAIL
Exhibit K	CDRL C013 MEETING MINUTES	03-MAY-2007	001	EMAIL
Exhibit L	CDRL C014 CONTRACTOR STATUS REPORT	03-MAY-2007	001	EMAIL
Exhibit M	CDRL C015 CONTRACTOR PERFORMANCE REPORT	03-MAY-2007	001	EMAIL
Exhibit N	CDRL C016 PRODUCTION SURGE PLAN	03-MAY-2007	001	EMAIL
Exhibit P	CDRL C017 CONTRACTOR COST DATA PRODUCTION	03-MAY-2007	001	EMAIL
Exhibit Q	CDRL C018 COST DATA SUMMARY REPORT	03-MAY-2007	001	EMAIL
Exhibit R	CDRL C019 FUNCTIONAL COST HOURLY REPORT	03-MAY-2007	001	EMAIL
Exhibit S	CDRL C020 CONTRACTOR MANPOWER REPORT	03-MAY-2007	001	EMAIL
Exhibit T	CDRL C021 MANAGEMENT PLAN	03-MAY-2007	001	EMAIL
Exhibit U	CDRL C022 CCB DOCUMENTS	03-MAY-2007	001	EMAIL
Attachment 0001	SOW FOR FBCB2 BFT SATELLITE SERVICES, SATELLITE BANDWIDTH	30-AUG-2007	042	EMAIL
	LEASES, ANTENNAS/TRANSCEIVERS, SUPPORT HARDWARE, AND
	ENGINEERING/REPAIR SERVICES
Attachment 0002	PRICING STRUCTURE FOR L-BAND SATELLITE SERVICES PROGRAM	24-AUG-2007	038	EMAIL
	YEAR 1 THROUGH PROGRAM YEAR 5
Attachment 0003	PRICING STRUCTURE FOR HARDWARE REQUIREMENTS PROGRAM YEAR 1	28-AUG-2007	010	EMAIL
	THROUGH PROGRAM YEAR 5
Attachment 0004	FINAL SUBCONTRACTING PLAN	29-AUG-2007	008	EMAIL
Attachment 0005	DD 254	19-AUG-2007	004	EMAIL

REV 27  30 August 2007

STATEMENT OF WORK

FOR

FORCE XXI BATTLE COMMAND BRIGADE AND
BELOW (FBCB2)
BLUE FORCE TRACKING (BFT)

2007-2011
SATELLITE SERVICES,
SATELLITE BANDWIDTH LEASES,
ANTENNAS/TRANSCEIVERS, SUPPORT HARDWARE,
AND ENGINEERING/REPAIR SERVICES

Prepared by:

The Office of the Project Manager
(PM FBCB2)
SFAE-C3T-FB
Fort Monmouth, NJ

24 August 2007

TABLE OF CONTENTS

PARA/SECT				DESCRIPTION	PAGE NO.
1.0	Scope				3
2.0	Documentation				3
2.1		Applicable Documents			3
2.2		Contract Data Requirements List (CDRL) DD Form 1423			5
2.3		Media and File Format			5
2.4		Data Requirements			6
3.0	Requirements				6
3.1		L-band Satellite Service			6
3.1.1			Service Reliability		7
3.1.2			L-band Satellite Service Areas of Coverage		7
3.2		Network Engineering and Management Services			8
3.2.1			Network Operations and Maintenance		8
3.2.2			Network Engineering and Development		8
3.2.3			Key Management		9
3.2.4			Profile Management		9
3.2.5			Planned or Emergency Maintenance		10
3.2.6			Daily Log and Network Performance Data Maintenance and Extraction		10
3.2.7			Netwwork Performance Data		10
3.2.8			Channel Availability Metrics		10
3.2.9			Network Event/Component Issue Logs		10
3.2.10			Channel Utilization Metrics		11
3.2.11			Traffic Data Logs and Retention		11
3.2.12			Security Event Log Auditing and Data Retention		11
3.3		Army FBCB2 BFT Network Operations Center (NOC) Connectivity to Satellite Services			12
3.4		FBCB2 BFT Hardware and Software Requirements			13
3.4.1			Hardware Description		13
3.4.1.1				Transceiver Requirements	13
3.4.1.2				Field Service Station (FSS) Workstation Requirements	14
3.4.2			Hardware Data Requirements		14
3.4.3			Hardware Acceptance Requirements		14
3.4.3.1			Repair and Warranty Requirements		15
3.4.4			FBCB2 BFT First Article Requirements, Testing, Test Plans and Procedures		15
3.4.4.1				MT-2011/2012 Unique Marking Requirements	19
3.4.5			User Manual Requirements		23
3.5		Engineering Services for Improved FBCB2 BFT Network Components and Software			23
3.6		Program Management Services and Data Requirements			23
3.6.1			Programmatic / Technical Reviews and Meetings		23
3.6.2			Contract Status Reporting		24
3.6.3			Contract Performance Report		25
3.6.4			Production Surge Plan		26
3.6.5			Contractor Cost Data Reporting ing		27
3.6.6			Contractor Manpower Report		31
3.7		Information Security			33
3.7.1			Security Design		33
3.7.2			Physical Security		34
3.7.3			Security Considerations		34
3.8		Configuration Management			34
3.8.1			Configuration Management Documentation		34
3.8.2			Configuration Control Board		35
3.9		Technical Points of Contact			36

Updated 24 August 2007

1.0 Scope

This Statement of Work (SOW) is for the continued operation, fielding, repair, improvement, and evolution of the L-band communications aspects of the Force XXI Battle Command Brigade and Below (FBCB2) Blue Force Tracking (BFT) System. This SOW covers all activities required to continue to operate the FBCB2 BFT network, develop new capabilities, provide training, provide additional services, provide additional hardware items to the network to support continued FBCB2 BFT fielding, repair existing hardware, and evolve the L-band communications subsystems to meet existing objective and new FBCB2 capabilities, including US Army, Joint, and Foreign BFT Operations. In order to successfully meet program objectives, the FBCB2 BFT L-band full Authorized Army Authorized Objective (AAO) quantity of systems with enhanced capability will be delivered incrementally with increasing quantities, capabilities and functionality over a period of five years from date of award.

For this SOW, the Government requires L-band System Integration hardware and services that can leverage the past investment, integrate software and hardware, verify operations in a representative tactical environment, and deliver the required products with enhanced capabilities in the timeframes established for the FBCB2 program. To ensure efforts are done properly, the contractor shall use this SOW as the foundation in responding to each Delivery Order. The contractor shall provide technical support to external organizations (e.g., Abrams PM and associated support contractors) in support of development and integration of the FBCB2 products into target host platforms. In addition, to ensure a smooth integration process, the contractor shall support technical reviews of external systems and supporting hardware functionality and/or planned enhancements to identify potential deficiencies in the end product that will result in the L-band equipment being operable with that product. The contractor shall provide recommendations for resolving any potential deficiencies.

The intent of this contract is to procure service and capability through a sequence of Delivery Orders. The contractor shall perform the requirements for the tasks herein as authorized by individual Delivery Orders, which will be issued from time to time during the performance period in accordance with the terms of this contract and within the scope of this SOW. The initial delivery order for this contract will be issued simultaneously with this contract and is attached to this SOW. As applicable, the contractor shall utilize existing documentation delivered by the contractor under prior contracts.

2.0 Documentation

2.1 Applicable Documents

The following documents form a part of this SOW to the extent specified herein. The exact date and issue specified shall be the version applicable to this SOW unless specified otherwise in the Delivery Order. In the event of conflict between the applicable documents and this SOW, the SOW shall take precedence.

Army Regulation (AR) 25-2, Dept. of Army, Information Assurance, dated 14 November 2003

AR 25-30, The Army Publishing Program, dated 16 March 2004

AR 190-13, Dept. of Army, The Army Physical Security Program, dated 22 September 1995

3

Updated 24 August 2007

AR 380-5, Dept. of Army, Information Security Program, dated 29 September 2000

AR 380-10, Dept. of Army, Foreign Disclosure and Contacts with Foreign Representatives, dated 6 June 2003

AR 380-67, Dept. of Army Personnel Security Program Regulation, dated 20 July 1989

Memorandum, Department of the Army Strategy for the Implementation of the Interim DOD Information Assurance Certification and Accreditation Process (DIACAP), November 2006

Army Information Assurance (IA) Certification and Accreditation (C&A) Process. Best Business Processes, 17 November 2006.

Communications and Electronics Command (CECOM) Regulation 380-16, Industrial Security Program Requirements for Classified Contracts

Interim Department of Defense (DoD) Information Assurance (IA) Certification and Accreditation (C&A) Process Guidance, July 6, 2006.

Department of Defense, 5220.22-M, National Industrial Security Program – Operating Manual (NISPOM), dated January 1995, Change Two (dated 1 May 2000)

Department of Defense Instruction (DODI) 8500.1, Information Assurance, dated 24 October 2002.

Department of Defense Instruction (DODI) 8500.2, Information Assurance Implementation, dated 6 February 2003

Department of Defense Interface Standard Variable Message Format (VMF) Technical Interface Design Plan (Test Edition), (Reissue 5), dated 18 January 2002

Section 3541 of title 44, United States Code, “Federal Information Security Management Act of 2002” (FISMA)

Military Standard (MIL-STD)-188-220C, Digital Message Transfer Device, Subsystems, dated 15 March 2002

MIL-STD-810E, Environmental Test Methods and Engineering Guidelines, dated 14 July 1989

MIL-STD-882D, DOD Standard Practices for System Safety, dated 10 November 2000

MIL-STD-2361A(AC), Department of Defense Interface Standard, Digital Publications Development, dated 31 May 2000

MIL-STD-40051A™, Department of Defense Standard Practice, Preparation of Digital Technical Information for Multi-Output Presentation of Technical Manuals, dated 2 March 1999

National Security Agency, Information Systems Security Organization document, “Controlled Access Protection Profile Version 1.d.”, dated 8 October 1999

4

Updated 24 August 2007

Training and Doctrine Command (TRADOC) Regulation 350-70, Army System Approach to Training Management, Processes and Products, dated 9 March 1999

Program Executive Office Command, Control and Communication (Tactical) (PEO C3T) Information Assurance (IA) Policy for Developmental Systems, dated 22 March 2004

Department of Army, Director of Information Systems for Command, Control, Communications & Computers correspondence, Subject: Intra-Army Interoperability Certification, dated 3 December 2000

Joint Technical Architecture (JTA), Version 6.0, dated 30 October 2003

Joint Technical Architecture – Army, Version 6.5, dated 10 May 2002

Defense Information Infrastructure (DII) Common operating Environment (COE) Integration and Run Time Specification (I&RTS), 4.2.4 DRAFT dated June 2003

Force XXI Battle Command Brigade and Below (FBCB2) Operational Requirements Document (ORD), dated 26 March 200

Force XXI Battle Command Brigade and Below (FBCB2) User Functional Description (UFD), Version 3.1, dated February 1999

Sharable Courseware Object Reference Model (SCORM), Version 1.3, dated January 2004

ABCS Interactive Multimedia Instruction (IMI) Style Guide, dated 23 March 2001

Army Training Information Architecture (ATIA) compliance Standards, Version 3.1, dated 19 April 2002

2.2 Contract Data Requirements List (CDRL) DD Form 1423

The OMB approved DD Form 1423-1, dated June, 1990, has been modified for automated data processing and incorporated within the text of this Statement of Work for ease of referencing. All references throughout this SOW and the contract to DD Form 1423, Contract Data Requirements List and CDRL are references to the modified DD Form 1423-1 incorporated in this manner.

2.3 Media and File Format

Microsoft Windows version of the Microsoft Office XP suite of applications, MS Word, MS Excel, MS PowerPoint, and MS Project 2000, e.g. Word 97 or newer (.doc) files, Microsoft Excel (.xls) files and Microsoft Project 2000 (.mpp) files, are the preferred file formats for data furnished under this contract. For unclassified data made available via the Web-based Knowledge Center, MS Internet Explorer 4.0 (or later) or Netscape Navigator/Communicator 4.0 (or later) are the preferred browsers. Other formats for the transmittal of contract documentation and methods for electronically signing DD Form 250s Material Receipt and Acceptance shall be as set forth in the contract and as agreed to by the Government/Contractor.

5

Updated 24 August 2007

2.4 Data Requirements

In completion of each specific delivery order for engineering services authorized under this contract, the following data deliverables are required.

CDRL NUMBER	CDRL TITLE
C001	Status Reports - Packet Switch and HUB/HIB Data and Operations Daily Log
C002	Acceptance Test Plan and Test Procedure
C003	First Article Qualification Test (FAQT) Plan and Procedure
C004	First Article Qualification Test (FAQT) Report
C005	Bar Code Identification Report for Unique Identification (UID)
C006	Firmware Version Description Document Report
C007	Software Test Plan and Verification Matrix
C008	Software Test Procedures
C009	Software Test Report
C013	Meeting Minutes
C014	Contract Status Report (CSR) / Monthly Status Reports
C015	Contract Performance Report (CPR) / Contract Financial Report (CFR)
C016	Production Surge Plan
C017	Contract Work Breakdown Structure (CWBS)
C018	Cost Data Summary Report (CDSR) DD1921
C019	Functional Cost-Hour Report (FCHR) DD1921-1 Part 1 Only
C020	Contractor Manpower Report.
C021	Management Plan for the Configuration Control Board (CCB)
C022	Configuration Control Board (CCB) Documents

3.0 Requirements

3.1 L-band Satellite Service

The Contractor shall provide L-band satellite service to the current FBCB2 BFT mobile terminals (CMDC MT-2011-04, MT-2011E, and Contractor network-capable handhelds), and other terminals as they are developed and fielded. Service from each provider must be capable of interfacing with all current BFT platform terminals. The satellite network must be capable of handling multiple simultaneous transmissions from the mobile terminals, with a completion rate of greater than        and a latency of less than         seconds (platform to NOC or NOC to platform) for all packets. Packet completion rate and transit time will be calculated by the PMO through the use of Diagnostic Equipment measuring messages sent between the CCS servers in the NOC and selected BFT platforms in the field. This assumes the CMS network elements including transceivers are operating with currently approved software, hardware, and firmware; the transceiver is within the satellite beam footprint, has an unobstructed view of satellite, has a satellite look angle between        and        degrees absent of any external RF interference, and a satellite channel loading at less than full capacity.

All data sent between the platform terminal and the Network Packet Switch must be encrypted. The network must, at minimum, operate using the                            Encryption Standard        as currently agreed between FBCB2 and CMDC. All packet payloads (in either direction) will be encrypted                            . Some current installations may use        ; however, they will be migrated to              as soon as fielded equipment can be upgraded. 

          Any requested or proposed change to the encryption standards used on FBCB2 BFT network will be submitted in writing for review, analysis, and approval by the PM FBCB2 BFT or his designee prior to the network implementation. Any change to the encryption standard must be approved in writing by PdM BFT or his designated representative.

Circuits from the satellite to the commercial Earth Station may be on any standard band, provided positive connectivity can be maintained under all conditions. Except for frequency conversion, no signal processing will be done on the satellite or at the commercial Earth Station. The satellite network must operate as a ‘bent pipe’. Racks containing beam processing cards and network management/monitoring equipment shall be secured by a means to prevent unauthorized and/or unmonitored access. Security mechanisms will meet the minimum standards set by the PdM BFT.

                    The contractor is expected to sub-contract with regional communications and satellite service providers, as necessary, to provide best value coverage in each geographic area. Options for alternate service, using different providers and/or satellites, must be identified and available for all areas outside CONUS designated as combat areas.

Note that satellite service is required to support all compatible transceivers that the Government requires to be part of the FBCB2 Blue Force Tracking (BFT) network. These transceivers may have been procured over the past several years by PM FBCB2 or by PM Movement Tracking System (MTS), or, these transceivers may also have been procured by other government agencies and contractors. Under the scope of this contract, The Contractor shall afford satellite services to all transceivers identified by the Government as long as the channel requirements or simultaneous operation limits specified in this statement of work are not breached.

6

Updated 24 August 2007

3.1.1 Service Reliability

The Contractor shall provide Satellite service to the BFT platforms that is reliable and available at a rate of not less than          % for each channel, calculated on a monthly basis and measured annually. FBCB2 BFT operational availability will be measured by the Government from the FBCB2 Network Operations Center (NOC) to insure that L-band channels and VSAT connections are achieving the required levels of service. Outages will be measured from the problem log time to the resolution completion time, as registered on the Contractor’s Customer Relation Management (CRM) tool, and the BFT NOC Operator’s Log. An outage is characterized as an unplanned service outage, and the availability calculation will exclude outages (i) planned, scheduled and approved by PdM FBCB2 BFT in advance; (ii) caused by external interferences beyond Contractor’s control; and (iii) conditions of force majeure

FBCB2 BFT operational availability will be measured by the Government from the FBCB2 Network Operations Center (NOC).

                    Contractor may propose methods to calculate this availability, which may be used subject to mutual agreement from the government.

3.1.2 L-band Satellite Service Areas of Coverage

The Contractor shall provide Satellite coverage to support the areas and the quantity of transceivers identified in each applicable delivery order. It should be noted that, except for CONUS, not more

7

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than _____ of systems in any given area are expected to be active at any given time except for short surges during high-tempo operations.

3.2 Network and Security Engineering and Management Services

3.2.1 Network Operations and Maintenance

Contractor will provide the technical support and facilities necessary to provide day-to-day operations and management of the entire network on a 24x7 basis over the entire period of performance. This includes network and security monitoring and troubleshooting, performance of productionized transceiver configuration and general support necessary to maintain an operational and secure network. Contractor’s Customer Support will be the single point of contact for all change or information requests, problem reporting, escalation, resolution, status tracking and documentation on a 24x7 basis.

Contractor will provide                personnel at Ft Monmouth, NJ, who will be fully embedded into the FBCB2 BFT Global NOC at Ft. Monmouth, N.J (BGN1), and 1 person at Contractor’s facility in Germantown who will be dedicated to support the FBCB2 BFT program. Contractor will provide FBCB2 BFT backup switch site and primary HUB site monitoring and management from their Germantown, MD, NOC to guarantee service readiness.

Duties of the Contractor personnel at BGN1 will include the following:

— Monitor the FBCB2 BFT NOCs.

— Provide production OTA updates/re-provisioning to any FBCB2 BFT transceiver, including OTA re-key and zeroize functions, immediately upon receipt of request.

— Perform softload file generation for production profile and delivery to the field according to the FBCB2 BFT data handling guidelines.

— Input new transceiver serial numbers into NPS .ini files at all NOCs at Contractor and FBCB2 BFT approved time windows.

— Coordinate manual switch over changes between        redundant channels.

— Configure existing NPS equipment to adjust for Contractor and FBCB2 BFT approved network change requests.

— .

— Work with other NOC personnel to provide seamless service throughout the FBCB2 BFT network.

— Pull packet switch data as requested.

— Monitor all host, network and security device syslog and/or security alert logs and analysis of this data to maintain the security posture and status of the worldwide BFT network.

3.2.2 Network Engineering and Development

This section encompasses all development and deployment activities that are not routine operations such as new channel fielding, new profile definition/testing, changes to NPS configuration structure, or any other software development/deployment in support of the network and are not part of the 24x7 operator areas of responsibility. These functions will fall into the Network Engineering and Development areas of responsibility and will be performed during normal business hours.

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The contractor shall provide engineering and management services to effect necessary improvements to the BFT network and network equipment (i.e., from individual platform terminals through the satellite(s)/ground control station(s) through the packet switch and onto the BFT NOC LAN). This includes, but is not limited to, providing software, firmware, waveform, and hardware upgrades, purchase of additional required hardware, over the air and direct provisioning/re-provisioning of platform terminals, and keeping the configuration at each network packet switch (NPS) consistent so that any NOC can immediately take over operations for any satellite segment worldwide.

The contractor shall provide engineering and management services to effect necessary improvements to the BFT network and network equipment (i.e., from individual platform terminals through the satellite(s)/ground control station(s) through the packet switch and onto the BFT NOC LAN). This includes, but is not limited to, providing software, firmware, waveform, and hardware upgrades, purchase of additional required hardware or software packages to effect the following categories of improvements (not all inclusive):

— Network and/or transceiver data rate improvements

— Network and/or transceiver security improvements

— Network and/or transceiver communications improvements

— Network and/or transceiver diagnostics and prognostics improvements

— Network and/or transceiver interface improvements with all existing and future versions of the FBCB2 BFT system

3.2.3 Key Management

At the direction of the PdM FBCB2 BFT, Contractor will be responsible for encryption keying and management of terminals and packet switch equipment throughout the operational FBCB2 BFT worldwide network.

Some Key Management functions, such as Profile Assignment, may confer to the Contractor BGN1 NOC operator’s control in Ft. Monmouth.

                                                                        Contractor System Engineering at Germantown, MD will be responsible for infrastructure maintenance, support and troubleshooting, and any other function not explicitly or fully transferred to the Contractor NOC operators at BGN1.

3.2.4 Profile Management

Contractor will provide the necessary services for conducting over-the-air and soft-load transceiver configuration management. This includes the definition and maintenance of baseline settings, as well as configuration profiles to meet theatre operation requirements relative to the following:

— Association of channels to operational theatres

— .

— Variations between transceiver models/implementation (ground, aviation, etc.).

Routine assignment of transceivers to well-established profiles will be performed upon request by the 24x7 operations staff (Contractor NOC operators at BGN1). Under normal circumstances, Contractor System Engineering will perform profile definition and initial fielding during normal

9

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business hours to accommodate engineering reviews and the Contractor configuration management process.

3.2.5 Planned or Emergency Maintenance

                                                                                         Contractor will exert best efforts to perform all maintenance in a manner that eliminates or at least minimizes service interruption.

Contractor will perform the following functions for planned or emergency network maintenance:

— Maintain and provide uninterrupted service

— Coordinate all planned maintenance with the designated FBCB2 BFT POC.

— Perform emergency maintenance to restore service or to prevent an imminent service outage. Contractor will make every effort to contact the FBCB2 BFT POC as soon as possible.

— Use email, or phone for communicating maintenance notices and maintain a dedicated phone line for FBCB2 BFT 24x7 support

— Use a customer relationship management (CRM) solution for all traceable communications with the customer. The CRM will be the designated means for traceable correspondence pertaining to network change requests and problem tracking.

3.2.6 Daily Log and Network Performance Data Maintenance and Extraction

Contractor will maintain packet logs at each NOC (online or near-line storage), and will provide these logs monthly to PdM FBCB2 BFT, to be delivered according to data handling guidance. Contractor personnel at BGN1 will perform this task.

3.2.7 Network Performance Data

Contractor will maintain network performance data during the contract period comprised of the following:

— Channel Availability Metrics

— Component Event/Component Issue Logs

— Channel Utilization Metrics

3.2.8 Channel Availability Metrics

The channel availability metrics will be produced using the Channel Availability Metrics Methodology provided in Appendix A, for comparison with BFT NOC Operations Logs.

3.2.9 Network Event/Component Issue Logs

Contractor will maintain a log of all events that impact FBCB2 BFT network performance. Each entry will contain the following data:

— Start (or event) time (GMT)

— Duration (if applicable)

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— Network Component (e.g., HUB Router, Agent, VSAT Link, VPN Link, ASA, etc.)

— Event Description (phrase)

— Reference ticket number

— Service Impact Rating (one of the following)

	None – Informational
	Reduced Redundancy
	Service Degraded
	Service Lost

— Corrective Action Taken / Remedy / Status

This log is intended to quickly record events. It will also be used to derive any point-rating reductions for channel availability metrics. Concise comments will be entered for the basic recording of events. After actions reviews (AARs) for major events will be handled separately through other reporting procedures.

This log will be maintained and managed by customer service using a customer relationship management (CRM) solution as a central repository for tracking submissions. The customer will be able to request status updates and past event history via customer service. Monthly submission shall be made in a manner specified by the PM FBCB2 BFT.

3.2.10 Channel Utilization Metrics

These metrics represent packet flow through the Agents, as well as the packet flow rate and unit count over time. These metrics will not identify traffic by message type (e.g., SA, C2, etc.)

Utilization metrics will include the following items per          report intervals:

— Return Link (Inbound) packets / bytes per interval

— Forward Link (Outbound) packets / bytes per interval

— Unit Count per interval

3.2.11 Traffic Data Logs and Retention

Contractor will archive packet records of all FBCB2 BFT messages from each packet switch to

                                                                                                                             This packet switch data is for use in developmental, operational integration, and test activities by the FBCB2 BFT system engineering and integration prime contractor. Any Contractor network raw data turned over to 3^rd party organizations, other than US Government offices and the FBCB2 Prime Contractor, will require Non-Disclosure Agreements prior to release of data.

3.2.12 Security Event Log Auditing and Data Retention

Contractor will provide a means for automated logging and analysis for system and network device security logs. Archiving of security event-related data will be IAW DoD and Army guidance. When directed, the contractor will provide an automated SYSLOG feed to the government’s monitoring system.

The Contractor shall also maintain a network operations daily log with all BFT communications performance and Comtech management/maintenance activities noted in accordance with CDRL

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C001. All anomalies, to include security events noted from log analysis must be noted, regardless of duration. Cause (if known), any actions taken to resolve, and final resolution shall also be included. All data products shall be protected in storage and transmission in accordance with Product Manager Blue Force Tracking Data Handling and Transmission Guidance. Archiving of security event-related data will be IAW DoD and Army guidance.

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6000AA

A

TDP ___ TM -_ OTHER     MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

F. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Status Report

Packet Switch and Operations

C001

Daily Log

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-80368

SOW para. 3.2

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14.           DISTRIBUTION

Weekly

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Contractor may propose alternative format. Relevant network performance data, used operationally to support the Global FBCB2 BFT network, shall be provided on a weekly basis. The operations daily log shall be provided to PM BFT/Operations immediately following the completion of each operational day, defined as 0000Z - 2359Z. Delivery shall be accomplished via government provided website or email in a format acceptable to the BFT Operations Lead. If email is used, addressees will be coordinated with the BFT Operations Lead.

15. TOTAL

1

***Note CLIN 0101AA etc for CDRLs assumes Contract structure of CLINs 0001AA -0099AA set aside for Satellite Service, and this tracks to the Data Item assignment per CDRL, ie C001 = CLIN 0101AA

3.3 Army FBCB2 BFT Network Operations Center (NOC) Connectivity to Satellite Services

The Contractor will provide, as a minimum, two independent communications paths from each and every commercial Earth Station providing BFT coverage, to each FBCB2 BFT Network Operations Center (NOC), as determined by Product Manager – Blue Force Tracking (PdM BFT),

                                                                                                                           The Contractor shall provide and maintain the equipment needed to affect this connectivity.        equipment provided by the Contractor under previous contracts shall be used to the maximum extent possible. Circuit connectivity between all of the commercial earth stations and all of the BFT NOCs will be maintained at         availability from the commercial earth stations to the FBCB2 BFT NOCs

                                                  Availability will be calculated on a monthly basis and measured annually. Availability calculation will exclude outages (i) planned, scheduled and approved by PdM FBCB2 BFT in advance; (ii) caused by external interferences beyond Contractor’s control; and (iii) conditions of force majeure. Contractor may propose methods to calculate this availability, which may be used subject to mutual agreement from the government

Contractor shall assure all servers, switches, routers and firewalls used on the BFT network and managed by Comtech will be Information Assurance Vulnerability Assessment (IAVA) compliant. The BFT Network must meet the of Army Regulation 25-2, DoD 8500.1 and 8500.2, to include related security certification and accreditation documentation. If these requirements are not met, Contractor shall provide a plan to meet the requirements. All network and security devices shall be kept current, configurations will be installed to allow the most secure network possible while allowing for proper operation, and access to (and through) the network devices will be strictly controlled. Server Operating Systems will be kept up to date and IAVA compliant. Contractor will assist PdM FBCB2 BFT personnel in performing periodic scans and inspections to insure compliance. The PdM FBCB2 BFT, or his designated representative, shall be provided with the necessary system accounts with read-only privileges to view all system and device configurations for all sites handling PM BFT data to ensure compliance with configuration management, Army Best Security Practices, and the National Security Agency router secure configuration guidelines. In addition, access will be provided to the security information management system to view any analysis results to coordinate response to security incidents.

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3.4 FBCB2 BFT Hardware Requirements

3.4.1 Hardware Description

The Contactor shall provide the necessary FBCB2 BFT production hardware needed to support continued fielding and operations of FBCB2 BFT over the contract period of performance, on an Indefinite Delivery, Indefinite Quantity (ID/IQ) basis. The Contractor shall also provide the necessary FBCB2 developmental units needed to support enhanced capabilities for FBCB2 BFT, when required in a particular delivery order. The hardware requirement shall include specified quantities of Comtech Model MT-2011F L-Band Transceivers, variants of the MT-2012F Mobile Terminals, the AVX-06-ECS and MT-2011-202 Airborne Terminals / airborne transceivers, packet switch equipment, Very Small Aperture Terminals (VSAT) terminals and equipment, Field Service Station (FSS) Workstation, and any other applicable equipment used in the FBCB2 BFT communications network. All data sent between the platform terminal and the Network Packet Switch must be encrypted.

                                                                                              The quantities, delivery schedules, acceptance criteria, delivery address, etc. for this equipment shall be as defined in each applicable delivery order. Each delivery order that stipulates the need for hardware will state the quantity of production units or developmental models required.

3.4.1.1 Transceiver Requirements

Transceiver components, MT-2011F, MT-2012F, MT-2011-202, and AVX-06-ECS shall be form, fit and function identical to previous versions of the same respective transceivers that were delivered to the government. Any exceptions to the F3 requirement shall be addressed by the contractor IAW section 3.8, Configuration Management of this SOW.

                                                                                                                          The color of the MT2011F / MT2012F shall be MIL-STD FS 36496 RGB Hex Code- ABADA2.

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3.4.1.2 Field Service Station (FSS) Workstation Requirements

The FSS Workstation provides the means to service MT-2011F, MT-2012F, MT-2011-202, and AVX-06-ECS transceivers to upgrade firmware, load encryption keys and transceiver configuration provisioning, secure transceivers for transit, and to operate through the serial interface for troubleshooting transceivers that are non-functional. The hardware consists of a computer and an eight port RS422 multiplexer to treat eight transceivers simultaneously. The multiplexer and supporting hardware are incorporated into a rack mount case that is durable and portable. With each FSS Workstation ordered under the contract, the contractor shall provide the accompanying FSS software. The FSS software runs on the Windows XP platform and supports any number of serial ports for transceiver handling. The application can use either the multiplexed hardware, or a single connection laptop for use in the field. The application requires licensing for security and traceability, and binds itself to the hardware platform it’s installed on during registration.

3.4.2 Hardware Data Requirements

As part of the monthly Contractor Status Report (CSR) required under CDRL C014, the Contractor shall also prepare and deliver to the Government a production plan and status report showing delivery times and delivery quantities on a weekly and monthly basis as described in paragraph 3.6.2. The Contractor shall also provide a Production Surge Plan as described in paragraph 3.6.4 and CDRL 016.

3.4.3 Hardware Acceptance Requirements

For each component item on order, the Contractor shall develop an Acceptance Test Procedure per CDRL C002, DI-NDTI-80603 and DI-NDTI-80566. This ATP shall be a verification of the software load, and demonstration of proper operation and function.All electrical and RF interfaces shall be tested. The acceptance test procedures shall be designed to verify proper operation and condition of each component prior to government acceptance. The conduct of the ATP shall be conducted in plant, prior to government acceptance. This acceptance will be made with documentation verifying completion of Acceptance Test Procedure (ATP) per CDRL C002, DI-NDTI-80603 by Serial Number and date. The Contractor shall report delivery data into the Wide Area Work Flow (WAWF) system. Shipping destination after acceptance is Red River Army Depot, TX, for ground platform transceivers, and Huntsville, AL, for aviation platform transceivers, unless otherwise specified or directed via execution of formal government contractual documents, for this effort. Transceivers shall be packaged and processed for shipment as soon as practicable

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following government acceptance. Actual shipments to destination shall begin NLT 24 hours (on weekdays) or per government disposition instructions, following government acceptance. FOB is Destination for the locations of Ft Hood, Texas, Red River Army Depot, or Huntsville, AL; Acceptance and Inspection is at origin.

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6001AA

B

TDP ___ TM -_ OTHER     NDTI

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

F. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

C002

Acceptance Test Plan and Test Procedure

Systems Acceptance Test Plan and Procedure

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-NDTI-80603 AND DI-NDTI-80566

SOW para. 3.4.2

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

DD

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Plans and procedures shall be combined into a single document. The Test Procedure shall be prepared IAW DI-NDTI-80603. The Test Plan shall be Contractor prepared IAW DI-NDTI-80566. and Government approved Submit draft Plan and Procedures 75 DAC. Government has 15 days for review and comment on submittal. Final Plan and Procedures are due 105 DAC. Incremental and/or interim submission is acceptable. Submit DD250 with final submission only. MS Office suite or .PDF file format delivered via the Knowledge Center and CD ROM copy mailed to the Government POC. Item 4: delete Block 10 of DID and prepare in Contractor format.

15. TOTAL

1

3.4.3.1 Repair and Warranty Requirements

The Contractor shall provide cost estimates, timelines, and an action plan to provide both in-warranty and out-of-warranty repair for any BFT hardware supplied by the Contractor on this, or any other government contract.

The Contractor shall provide repair services on all items. This may include warranted items and out-of-warranty items or for all items if a warranty is not selected for any BFT hardware. Repair actions will included a Beyond Economically Repairable (BER) screening, followed by repair services with a seven (7) day Turn Around Time (TAT) for items that are repairable.

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3.4.4 FBCB2 BFT First Article Requirements, Testing, Test Plans and Procedures. The Contractor shall perform tests as identified in the Test Procedures to verify conformance to the Performance Specification. The Contractor shall be prepared to perform future tests and test support as listed below:

a	First Article Qualification Testing (FAQT) (option). The FAQT is to verify that the system/equipment complies with Performance Specification. (see Appendix A). This test may be required at the discretion of the Government, based on system design and design changes. The FAQT may not be required on the first production order or any predetermined order, but is to be priced for each ordering year. This requirement shall consist of the tests necessary to validate the ability of the transceiver to perform successfully after being subjected to the tests identified in Appendix A of this document. See CDRL C003, DI-NDTI-80809B, for the First Article Qualification Testing (FAQT) Report. These tests shall only be performed on hardware that has been ordered /produced /delivered on this contract. This test may be conducted concurrent with production deliveries. Assume no more than three (3) systems will be used for these tests. Requirements for FAQT are listed in Appendix A.
b.	Production FAQT Performance. The Contractor shall perform FAQT in accordance with the Government approved Test Procedures (DI-NDTI-80603). FBCB2 FAQT samples shall be randomly selected from the production line and submitted to First Article Qualification Testing. The quantity of Production computers selected for FAQT, will assumed to be three (3) systems in quantity and described in the FAQT Procedures.
c.	First Article Qualification Test (FAQT) Report (option). The Contractor shall prepare and submit a First Article Qualification Report per the CDRL C004, DI-NDTI-80809B. The report may be submitted in increments or on an interim basis after the completion of each major test grouping or as otherwise defined in the Test Procedures.
d.	Approval of First Articles. The Government’s signature on the DD 250 submitted by the Contractor with the final completed First Article Test Report shall indicate Government acceptance of the System and will be made when all comments and conditions are corrected. Final approval is subject to any outstanding comments and conditions made by the Government at the time of final First Article Qualification Test Report.
e.	Refurbishment and Delivery of Production FAQT Samples Subsequent to testing, the First Article Qualification Test samples shall be refurbished to like new condition by the Contractor or replaced by new equipment, which ever is most economical to the Government. These refurbished or new items shall be delivered as part of the equipment deliveries required by the applicable CLINs/SLINs of Section B.

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CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6002AA

C

TDP ___TM -_OTHER     NDTI

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

G. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Test Plan and Test Procedure

First Article Qualification Test

C003

(FAQT) Plan and Procedure

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-NDTI-80603 AND DI-NDTI-80566

SOW para. 3.4.4

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

Weekly

DD

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Plans and procedures shall be combined into a single document. The Test Procedure shall be prepared IAW DI-NDTI-80603. The Test Plan shall be Contractor prepared IAW DI-NDTI-80566. and Government approved Submit draft Plan and Procedures with the proposal. Government will review and comment on submittal, providing comments 30 DAC. Final Plan and Procedures are due 90 DAC. Incremental and/or interim submission is acceptable. Submit DD250 with final submission only. MS Office suite or .PDF file format delivered via the Knowledge Center and CD ROM copy mailed to the Government POC. Item 4: delete Block 10 of DID and prepare in Contractor format.

15. TOTAL

1

17

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

60003AA

D

TDP ___TM -_OTHER     NDTI

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

H. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Test/Inspection Report

First Article Qualification

C004

Test (FAQT) Report

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-NDTI-80809B

SOW para. 3.4.4

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

Weekly

DD

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Submit draft report not later than 30 days after completion of FAQT Government requires 30 days to review.  Submit final not later than 30 days after receipt of Government comments. Submit DD250 with final only. Incremental and/or interim submission is acceptable. MS Office or .PDF file format delivered via the Knowledge Center Web site and CD ROM copy mailed to the Government POC. Item 4: delete Block 10 of DID and prepare in Contractor format.

15. TOTAL

1

First Article Qualification Test (FAQT), Low Rate of Initial Production (LRIP), and Quality Assurance plans shall be included for any major new hardware supplied by the Contractor, as directed by the PdM BFT or his designated representative.

3.4.5 Packaging, Marking, and Bar Code Marking / Unique Identification (UID). All equipment shall be preserved, packed, and marked IAW Section D of the contract and this paragraph. In addition to marking requirements as specified in MIL-STD-130M, all Comtech Model MT-2011E L-Band Transceivers, the MT-2012 Mobile Terminals, the MT-2011-202 Aviation Terminals, the AVX-06-ECS Airborne Terminals / airborne transceivers, handheld transceivers, packet switch equipment, VSAT terminals and equipment, Field Service Station (FSS) Workstation, and any other applicable equipment and packaging/shipping containers will contain an additional bar-coded label in accordance with the following specifications:

a.	The Code 39 USD-3, Code 3 of 9 Symbology will be the barcode standard utilized. This symbology conforms with standards LOGMARS, DOD MIL-STD-1189, and DOD MIL-STD-129P
b.	Barcode numbering scheme will contain a 4 digit alpha-numeric hash code followed by the item serial number.
c.	The 4 Digit Hash Code will be defined as follows:
d.	The item serial number will be a 6 digit numeric code uniquely identifying each item.
e.	Barcode labels will be affixed on the equipment itself as well as the boxes or containers they are shipped in.

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f. UID Label and serial number will be visible when the transceiver is installed in its mount on ground platforms.

Requirements for Unique Item Identification (UID). The Contractor shall mark the following items with UID in accordance with MIL-STD-130M:

— MT-2011F and MT-2012F Transceivers

— All Government Furnished Items in Contractor Possession (GFCP) over $5,000.

— All other commercial item over $5,000.

The contractor should UID mark applicable items in human readable, bar code, and two dimensional matrix format. UID Marking is required on the transceivers (air and ground) and on the outside of the packaging material for this item, per CDRL C005 by tailoring the data item description for Bar Code Identification Report (DI-MGMT-80177A).

The contractor shall place UID marks on the MT-2011F and MT-2012F L-Band Transceivers so that they are easily accessed by scanners without component removal.

The contractor shall enter all UID date in the UID Registry via the Wide Area Work Flow (WAWF) in accordance with MIL-STD-130M.
All hardware supplied by the Contractor shall have clearly distinguishable government-approved markings showing, in both human and bar-code readable formats, the NSN, Nomenclature, part number, and serial number.

Packaging and marking Requirements. Preservation, packing, and marking for shipment shall be in accordance with Best Commercial Practices, which is also stated in Section ‘D’ of the Contract.

Handling, Storage, Preservation, Packaging, and Shipping: Preservation, packing, and marking shall be Commercial Packaging in accordance with ASTM D 3951-98 (2004 edition).

IAW with MIL-STD-129P, the Contractor shall refer to the Supplier Implementation Plan located at http://www.dodrfid.org for implementation dates, detailed information concerning the applicable commodities, and participating consignor/consignee locations.

Commercial Markings. All other items shall have acceptable commercial markings that meet the guidelines in Department of Defense Guide to Uniquely Identifying Items http://www.acq.osd.mil/uid.

3.4.5.1 MT-2011/2012 Unique Marking Requirements. In addition to the requirements above, all MT-2011F transceivers shall include the following marking requirement

                    a. All Markings, Bar codes, and UIDs shall be affixed to the top cover of the transceiver for ease of accountability but making sure that transceiver performance is unaffected.

19

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6004AA

E

TDP ___TM -_OTHER     NDTI

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

I.   CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Test/Inspection Report

Bar Code Identification Report

C005

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-80177A

SOW para. 3.4.5

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

DD

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Submit draft report not later than 90 days after award of contract. Government requires 30 days to review. Submit final not later than 30 days after receipt of Government comments. Submit DD250 with completion of the first program year. Incremental and/or interim submission is acceptable. MS Office or .PDF file format delivered via the Knowledge Center Web site and CD ROM copy mailed to the Government POC. Item 4: delete Block 10 of DID and prepare in Contractor format.

15. TOTAL

1

3.4.6 Software / Firmware Description

The software and firmware be compliant with all applicable guidance. All data sent between the platform terminal and the Network Packet Switch must be encrypted. The network must, at minimum, operate using the Three Key Triple Data Encryption Standard (3K3DES).

3.4.7 Software Documentations and Test Requirements

The software and firmware shall be mananged, tested and documented with the following deliverables. The Contractor shall prepare and submit a Version Description Document Report per the CDRL C006, IAW DI-IPSC-81442. Version Description Document shall document the currently fielded system as well as the developmental software and hardware that is undergoing test in support t of this effort. As major tests of the system are schedule, the Contractor shall deliver a Software Test Plan and Verification Matrix per the CDRL C007, IAW DI-IPSC-81439. The Contractor shall deliver Software Test Procedures per the CDRL C008, IAW DI-IPSC-81439. The Contractor shall deliver a Software Test Report per the CDRL C009, IAW DI-IPSC-81440. The Software Test Report Initial submission is due 30 working days after completion of SSAT.

20

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6005AA

F

TDP ___TM -_OTHER     IPSC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

J. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Scientific and Technical Reports Summary

Version Description Document

C006

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-IPSC-81442

SOW para. 3.4.7

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

LT

D

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Contractor format. Document to include installation instructions. Items 12 and 13: As required for all software and firmware product releases.

15. TOTAL

1

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6006AA

G

TDP ___TM -_OTHER     IPSC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

K. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Software Test Plan, Procedure, and Description

Software Test Plan and

C007

Verification Matrix

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-IPSC-81439

SOW para. 3.4.7

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

one/p

LT

D

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Referenced DID is for guidance only. Contractor may provide alternate format. Item 12: Initial submission due 30 working days prior to scheduled test. Government requires 10 working days to review/comment. Item 13: Final due 10 working days after receipt of Government comments. Update as required thereafter.

15. TOTAL

1

21

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6007AA

H

TDP ___TM -_OTHER     MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

L. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Software Test Plan, Procedure, and Description

Software Test Procedures

C008

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-IPSC-81439

SOW para. 3.4.7

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

one/p

LT

D

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Referenced DID is for guidance only. Contractor may provide alternate format. Item 12: Initial submission due 60 working days prior to scheduled test. Government requires 10 working days to review/comment. Item 13: Final due 7 working days prior to scheduled test. Update as required thereafter. The Contractor shall post the document on the PEO Knowledge Center. The Contractor shall also provide a soft copy electronically to the Program Manager and Contracting Officer.

15. TOTAL

1

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6008AA

J

TDP ___ TM -_ OTHER     IPSC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

M. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Software Test Plan, Procedure, and Description

Software Test Report

C009

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-IPSC-81440

SOW para. 3.4.7

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ONE/P

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Referenced DID is for guidance only. Contractor may provide an alternate format. Item 12: Initial submission due 30 working days after completion of SSAT via LT. Government requires 10 working days to review/comment. Item 13: Final due 10 working days after receipt of Government comments. The Contractor shall post the document on the PEO Knowledge Center. The Contractor shall also provide a soft copy electronically to the Program Manager and Contracting Officer.

15. TOTAL

1

22

Updated 24 August 2007

3.4.8 System Specification

CDRL C010 -N/A.

3.4.9 Training Documentation – N/A

CDRL C012 – N/A. .

3.4.8 User Manual Requirements – N/A

CDRL C011 – N/A.

3.5 Engineering Services for Improved FBCB2 BFT Network Components and Software

When required in a particular delivery order, the Contractor shall provide engineering services to change and/or improve specific FBCB2 BFT network operations and network components. The specific technical requirements, period of performance, delivery schedule, hardware requirements, test requirements, etc. of the change or improvement will be delineated in the specific delivery order that authorizes the work.

3.6 Program Management Services and Data Requirements

The Contractor shall provide Program Management services to ensure the proper operation and maintenance of the satellite network, to include all of the tasks required for the basic contract’s Network Terminal Management Services and the Army FBCB2 BFT NOC Connectivity to Satellite Services. The Contractor shall plan, establish, implement, and control objectives and requirements throughout the period of performance for this SOW. The Contractor shall perform the business and administrative planning, organizing, directing, coordinating, controlling, and approval actions designated to accomplish overall program objectives. The Contractor will organize personnel resources within an Integrated Product Team (IPT) structure. IPTs will, in general, be staffed with a mixture of Government, Contractor, and other personnel operating in a seamless organizational structure. The Contractor and Government will establish an integrated product and process management approach to execute the contract. The Contractor shall participate in and support Contractor / Government IPTs for the purpose of managing the contract activities. The Contractor shall submit meeting minutes in accordance with CDRL C013, and monthly Contract Status Reports (CSRs) in accordance with CDRL C014. The Contract Status Report shall be the mechanism that the Contractor uses to report progress of ongoing contract activities, to include the status of funding progress on the engineering services aspect of this contract.

3.6.1 Programmatic / Technical Reviews and Meetings

The Contractor shall conduct Quarterly programmatic / technical review meetings during the contract period of performance. The Contractor shall arrange and host all program reviews, unless otherwise directed by the Government. The Contractor shall prepare an agenda for each major review no later than 10 working days prior to the scheduled review. This agenda shall be coordinated and finalized with the Government via email and/or telecoms. Upon the conclusion of each review, the Contractor shall prepare meeting minutes IAW CDRL C013.

23

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6009AA

K

TDP ___ TM -_ OTHER      MISC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

N. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Scientific and Technical Reports Summary

Meeting Minutes

C013

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MISC-80048

SOW para. 3.6.1

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

A

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: delete Block 10 of DID and prepare in Contractor format. Item 12: Initial submission due 10 working days after completion of program review/meeting. The Government requires 10 days for review/comment. Then, resubmission due 5 working days after receipt of Government comments. Item13: Submission due 10 working days after completion of program review/meetings. The Government requires 10 days for review/comment. Then, resubmission due 5 working days after receipt of Government comments. MS Office or .PDF file format delivered via the PEO Knowledge Center Web site

15. TOTAL

1

3.6.2 Contract Status Reporting

When Engineering Services are required by a particular Delivery Order, the Contractor shall provide monthly Contract Status Reports (CSRs) in accordance with the CDRL C014. The CSR shall include progress/status reporting against the delivery schedule in effect on this contract. Each update shall maintain a running history of progress in meeting schedules and include a brief description of activities and accomplishment during each reporting period. The Contractor shall use the CSR to identify changes, the status of the critical path, provide risk management plan and updates, and to document slippages to the delivery schedule (this does not relieve the requirement to notify PCO of schedule slips). Government acceptance of CSR does not assume Government concurrences with its content or changes to schedules presented therein. The monthly Contract Status Report and the Contract Performance Report (CDRL C008) may be combined into one report for submittal to the Government.

24

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6010AA

L

TDP ___ TM -_ OTHER      MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

F. CONTRACTOR

Comtech – FBCB2 BFT

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Status Report

Contract Status Report (CSR)

C014

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-80227 AND DI-MGMT-80368

SOW para. 3.6.2

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

MONTHLY

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Prepare in contractor format with content described in the DID and SOW. Item 12: Submit 1st Report not later than the 10th of the first calendar month following the Post Award Conference. Item13: Submit updates not later than the 10th of each calendar month thereafter. The Contractor shall post the document on the PEO Knowledge Center. Submit narrative CSR in MS Word file format and schedule tracking/progress in MS Excel or MS Project file format. Data delivery in accordance with SOW 3.6.2

15. TOTAL

1

3.6.3 Contract Performance Report

The Contractor shall submit the Contract Performance Report (CPR) to include financial data under this contract, in Contractor format, IAW CDRL C015 and use the output of this analysis to determine the progress towards completion of each awarded delivery order. The performance information reported by the subcontractors shall be incorporated and integrated into the Contractor’s management system. The Contractor shall be responsible for reviewing and assuring the validity of all subcontractor reporting.

The monthly Contract Status Report CDRL C014 and the Contract Performance Report CDRL C015 may be combined into one report for submittal to the Government.

The Contractor shall provide a summary of FFP, T&M and CPFF funding and expenditures for each task. The report shall be prepared in Contractor format and shall include the following:
	—	Delivery Order level: Amount funded, cumulative billed to date, and an Estimate to Complete.
	—	Task Order Level: Amount funded, cumulative billed to date, and funding remaining
	—	Any Cost and/or Schedule variances

25

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6011AA

M

TDP ___ TM -_ OTHER     MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

O. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Contract Performance Report

Contract Financial Report

C015

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-81466A

SOW para. 3.6.3

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

Weekly

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Prepare in Contractor format. Item 12&13: The Contract Performance Report shall report cost performance up to the end of each accounting month. The initial Contract Financial Report shall be submitted the 15th of the first calendar month after the end of the first accounting month and monthly thereafter through the end of the contract. The Contractor shall post the document on the PEO Knowledge Center. The monthly Contract Status Report and the Contract Performance Report may be combined into one report for submittal to the Government.

15. TOTAL

1

3.6.4 Production Surge Plan

If required by specific DO, the Contractor shall deliver a Production Surge Plan per CDRL C016, DI-MGMT-80969. The Contractor shall, within 60 days from the date of award, furnish the Contracting Officer with a Production Surge Plan that includes a delivery schedule showing the maximum sustainable rate of delivery of all production transceivers/components on this contract. This delivery schedule shall provide acceleration by month up to the maximum sustainable rate of delivery achievable within the Contractor’s existing facilities, equipment, and subcontracting structure. This Plan will address the surge capacity possible at no increase to the contract prices as well as the surge capacity possible at an additional cost. Based on this Plan, a mutually agreed to increase in the quantity of supplies or services called for under this contract by no more than x % percent; and the acceleration of the rate of delivery may be established for this contract, after contract award or to be established by negotiation.

26

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6012AA

N

TDP ___ TM -_ OTHER     MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

P.      CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Production Surge Plan

Production Surge Plan

C016

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-80969

SOW para. 3.6.4

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14.                  DISTRIBUTION

OT

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

The Production Surge Plan shall be prepared IAW DI-MGMT-80969 and shall be submitted 60 days after the contract award. This Plan shall include a delivery schedule showing the maximum sustainable rate of delivery for transceivers in this contract. This delivery schedule shall provide acceleration by month up to the maximum sustainable rate of delivery achievable within the Contractor’s existing facilities, equipment, and subcontracting structure. This Plan will address the surge capacity possible at no increase to the contract prices as well as the surge capacity possible at an additional cost. Based on this Plan, a mutually agreed to increase the quantity of supplies or services called for under this contract by no more than x % percent; and the accelerate the rate of delivery may be established for this contract, at a price or cost established after contract award or to be established by negotiation. The Contractor shall post the document on the PEO Knowledge Center. The Contractor shall also provide a soft copy electronically to the Program Manager and Contracting Officer.

15. TOTAL

1

3.6.5 Contractor Cost Data Reporting (CCDR).

Applicability: Cost data reporting is required under this contract on all CPFF portions of the contract, the Packet Switches and Field Service Stations (FSS), and all cost items that were added to the commercial item MT 2011E and MT 2012E transceivers at the request of FBCB2. The cost data reporting will reflect all appropriate Delivery Orders placed during each year.

Exception: The PM does not require CCDR reporting on the CCDR effort.

3.6.5.1   Reporting Elements. Contractor cost data shall be collected on all reporting elements specified in CDRL C017, C018, and C019, the RFP or in the contract that references the reporting requirements in the Contract Cost and Software Data Reporting (CSDR) Plan approved by the Cost Analysis Improvement Group (CAIG) Chair, see attachment ?? for the FBCB2 CSDR plan numbered A-04-E-C6. The contractor is responsible for editing the CAIG approved CSDR plan issued with the RFP and returning the edited plan to the PM for reapproval during negotiations process. Reporting elements are any contract items on which data are to be collected. They primarily consist of Work Breakdown Structure (WBS) elements but also include such other subdivisions as General and Administrative (G&A) expense and profit or fee. The requirements for these reports shall be specified in the Request for Proposals (RFP). More than one contractor (prime, associate, or subcontractor) may report on a reporting element.

27

Updated 24 August 2007

3.6.5.2  Report Submission. Contractors shall submit the CCDRs showing actual and estimated contract costs at frequencies specified in the contract/CSDR plan. Reports shall be prepared in accordance with the guidelines and definitions that follow

3.6.5.3  Prime contractors and subcontractors are subject to the same criteria in determining reporting requirements. A subcontractor whose contract meets the dollar thresholds and other criteria specified in Chapter 2 of CCDR Manual 5000.4M-1shall have CCDR requirements included in its contract with the prime contractor. The prime or associate contractor is responsible for incorporating the subcontractor’s reporting requirements into the affected contracts. Subcontractors shall report directly to the DCARC to facilitate processing. A copy of the report may also be provided to the prime contractor if the subcontractor agrees.

          a. Contractors shall report all actual and estimated costs, regardless of contract ceiling or contract type (e.g., firm fixed price). This requirement may result in reported costs being higher than costs actually paid for by the government. Report all cost data in thousands of dollars rounded to the nearest tenth, unless otherwise specified in the RFP or contract. For example, $245,671,423 would be reported as $245,671.4.

          b. All contractor data sources must be included. In situations where the data cannot be provided in the requested format without a major effort or a major change to the accounting system (e.g., if a contractor’s accounting system does not aggregate to a specified cost category), the contractor shall provide a best estimate. The contractor shall provide the basis for the estimate in the “Remarks” section of the appropriate report.

          c. When the same contract contains different models or versions of an end item as separate contract line items, separate reports may be required on each model or version. The requirement for separate reporting shall be delineated in the CSDR Plan, the RFP, and the contract. A separate reporting requirement can be expected when there are significant cost or technical characteristic differences between the models or versions.

          d. Each form contains a section for Remarks. Use this section, and additional sheets as required, whenever space provided for a data item is insufficient or the contractor must deviate from the format or definitions. The instructions for a specific form may suggest the use of the “Remarks” section in certain instances. In the “Remarks” section of each required form, contractors reporting to the Department of Defense shall note the names, purchase orders, and subcontract numbers of subcontractors designated to submit reports directly to the Department of Defense.

          e. If no costs were incurred during a reporting period, the contractor shall insert a zero (0) in the appropriate place on the form.

          f. The Data Item Descriptions (DIDs) for the CCDRs define recurring and nonrecurring costs. If contractors must deviate from these definitions when reporting, the DCARC encourages them to coordinate with the DoD PM and CWIPT to reach an agreement on how costs are to be split between recurring and nonrecurring costs. This agreement should be reached at the same time the CWBS and dictionary are being prepared and approved. (All DIDs can be accessed at http://assistdocs.com/search/search_basic.cfm)

Data is to be submitted using DD Form 1921, “Cost Data Summary Report,” and its related Data Item Description (DID), DI-FNCL-81565A, and DD Form 1921-1, “Functional Cost-Hour and Progress Curve Report,” and its related DID, DI-FNCL-81566A. The DCARC shall use the DIDs as

28

Updated 24 August 2007

one of the bases for report validation. Copies of DD Form 1921 and DD Form 1921-1 are available at the following Web site: http://dcarc.pae.osd.mil/ccdr/ccdr_formstools.htm. Copies of the Microsoft Excel templates for each report and the CCDR Pre-processor tool are available at http://dcarc.pae.osd.mil. All reports should be posted to the DCARC website and on the PEO C3T Knowledge Center.

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6013AA

P

TDP ___ TM -_ OTHER     MGMT

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

Q. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Contractor Cost Data Reporting (CCDR)

Contract Work Breakdown

C017

Structure (CWBS)

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-81334B

SOW para. 3.6.5

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

REQ

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

1

Item 12 and 13: The initial CWBS and data dictionary shall be submitted within 60 days after contract award. Government requires 30 working days for review/comment. Incorporation of comments due 30 working days after receipt of Government comment. Subsequent date of submission shall be made as required or upon major revision. The Contractor is responsible for maintaining the CWBS dictionary during the life of the contract Block 14 Distribution is to be two soft copies to be posted on the PEO Knowledge Center Web Site for PRIVATE access by designated personnel with password And to the responsible DoD office for receiving and storing all CCDR-related formats which is: Defense Cost and Resource Center (DCARC) (703) 601-4850. The web site address for the cognizant office http://dcarc.pae.osd.mil. Encryption certificates can be obtained by accessing the DACIMS registration page at this site. After registering, data files can be e-mailed as attachments to CCDRPO@osd.pentagon.mil. Prepare the CWBS in electronic format in accordance with the detailed instructions contained in Data Item Description DI-MGMT-81334. Prime Contractors are responsible for flowing down CCDR requirements contained in their prime contracts to all subcontractors who meet the reporting thresholds. This includes requiring subcontractors to electronically report directly to the PM and DCARC. Subcontractors must post their reports to the DCARC and email them to the PM.

DCARC See Item 16

1

1

15. TOTAL

1

1

29

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6014AA

Q

TDP ___ TM -_ OTHER     FNCL

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

R.    CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Contractor Cost Data Reporting (CCDR)

Cost Data Summary Report

C018

(CDSR) DD Form 1921

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-FNCL-81565A

SOW para. 3.6.5

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14.                  DISTRIBUTION

ASREQ

LT

REQUIRED

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

1

Item 12: The initial CDSR shall be submitted within 180 days after contract award. The 180 days consists of the “as of” date that is 120 days after the month of final delivery and an additional 60 days for submission time. Must have EAC per element. . PM FBCB2 requires submission to the PM by email, for review/change purposes, 10 working days prior to formal submission to DCARC and PM KC. Item 13: Submit in accordance with: DD Form 2794 CSDR Contract Plan, the CAIG Chair-approved Contract Cost and Software Data Reporting (CSDR) Plan provisions, the WBS Data Dictionary, and the CCDR Manual (DoD 5000.4M-1). PM FBCB2 requires submission to the PM by email, for review/change purposes, 10 working days prior to formal submission to DCARC and PM KC. Update as required therafter. The CCDR Manual and form templates to use are available from the DCARC Web site at http://dcarc.pae.osd.mil Item 12 &13: The contractor is responsible for correcting and mitigating reported errors and deficiencies in DCARC validation/rejection letter within DCARC suspense date unless an extension is granted by DCARC. The CCDR Manual and form templates to use are available from the DCARC Web site at http://dcarc.pae.osd.mil Item 14:; Distribution is to be two soft copies to be posted on the PEO Knowledge Center Web Site for PRIVATE access by designated personnel with password And to the responsible DoD office for receiving and storing all CCDR-related formats which is: Defense Cost and Resource Center (DCARC) (703) 601-4850 . The web site address for the cognizant office http://dcarc.pae.osd.mil. Encryption certificates can be obtained by accessing the DACIMS registration page at this site. After registering, data files can be e-mailed as attachments to CCDRPO@osd.pentagon.mil. Prepare CCDR data in electronic format in accordance with the detailed instructions contained in Data Item Description DI-FNCL-81565A. Prime Contractors are responsible for flowing down CCDR requirements contained in their prime contracts to all subcontractors who meet the reporting thresholds. This includes requiring subcontractors to electronically report directly to the PM and DCARC. Subcontractors must post their reports to the DCARC and email them to the PM.

DCARC See item 16

1

1

15. TOTAL

1

1

30

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6015AA

R

TDP ___ TM -_ OTHER     FNCL

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

S. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Contractor Cost Data Reporting (CCDR)

Functional Cost Hourly Report

C019

(FCHR) (DD Form 1921-1 Part 1)

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-FNCL-81566A

SOW para. 3.6.5

SFAE-C3T-FB

7. DD 250 REQ

9.DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14.                     DISTRIBUTION

ASREQ

LT

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

1

Item 12: The initial FCHRs shall be submitted within 180 days after contract award. The 180 days consists of the “as of” date that is 120 days after the month of final delivery and an additional 60 days for submission time. Must have EAC per element. PM FBCB2 requires submission to the PM by email, for review/change purposes, 10 working days prior to formal submission to DCARC and PM KC. Item 13: Submit in accordance with : DD Form 2794 CSDR Contract Plan, the CAIG Chair-approved Contract Cost and Software Data Reporting (CSDR) Plan provisions, the WBS Data Dictionary, and the CCDR Manual (DoD 5000.4M-1). PM FBCB2 requires submission to the PM by email, for review/change purposes, 10 working days prior to formal submission to DCARC and PM KC. Update as required thereafter. The CCDR Manual and form templates to use are available from the DCARC Web site at http://dcarc.pae.osd.mil Item 12 &13: The contractor is responsible for correcting and mitigating reported errors and deficiencies in DCARC validation/rejection letter within DCARC suspense date unless an extension is granted by DCARC. The CCDR Manual and form templates to use are available from the DCARC Web site at http://dcarc.pae.osd.mil Item 14: Distribution is to be two soft copies to be posted on the PEO Knowledge Center Web Site for PRIVATE access by designated personnel with password And to the responsible DoD office for receiving and storing all CCDR-related formats which is:  Defense Cost and Resource Center (DCARC) (703) 601-4850. The web site address for the cognizant office http://dcarc.pae.osd.mil. Encryption certificates can be obtained by accessing the DACIMS registration page at this site. After registering, data files can be e-mailed as attachments to CCDRPO@osd.pentagon.mil. Prepare CCDR data in electronic format in accordance with the detailed instructions contained in Data Item Description DI-FNCL-81565A. Prime Contractors are responsible for flowing down CCDR requirements contained in their prime contracts to all subcontractors who meet the reporting thresholds. This includes requiring subcontractors to electronically report directly to the PM and DCARC. Subcontractors must post their reports to the DCARC and email them to the PM.

DCARC See item 16

1

1

15. TOTAL

1

1

3.6.6 Accounting for Contractor Support - Contractor Manpower Report.

31

Updated 24 August 2007

In accordance with Section G-1 of the contract, clause 52.6080 Report Required by National Defense Authorization Act for Fiscal Year, May 2000:

The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://contractormanpower.army.pentagon.mil. The required information includes: (1) Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative; (2) Contract number, including task and delivery order number; (3) Beginning and ending dates covered by reporting period; (4) Contractor name, address, phone number, e-mail address, identity of contractor employee entering data; (5) Estimated direct labor hours (including sub-contractors); (6) Estimated direct labor dollars paid this reporting period (including sub-contractors); (7) Total payments (including sub-contractors); (8) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different); (9) Estimated data collection const; (10) Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information); (11) Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website); (12) Presence of deployment or contingency contract language; and (13) Number of contractor and sub-contractor employees deployed in theater this reporting period (by country). As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct XML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor’s systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web.

A copy of the data provided to OSD will also be provided to the PM technical POC, per CDRL C020 DI-MISC-80711A.

32

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6016AA

S

TDP ___TM -_OTHER     MISC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

T. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Scientific and Technical Reports

Contractor Manpower Report.

C020

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MISC-80711A

SOW para. 3.6.6

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14.           DISTRIBUTION

DD

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Delete Block 10 of DID and prepare in Contractor format See SOW paragraph 3.6.6 for submission requirements

https://Contractorman power.army.pentagon. mil.

1

SFAE-C3T-FB-BMD anita.essesfernandez@ us.army.mil

1

15. TOTAL

1

3.7 Information Security

3.7.1 Security Design

All Comtech supplied services and products used on the BFT network shall meet the requirements set forth in FIPS 140-2 for level 2 compliance, Army Regulation 25-2, DoDI 8500.1 and DoDI 8500.2, and the BFT System Security Authorization Agreement System Requirements Traceability Matrix. If these requirements cannot be met, a waiver must be secured from the Army. Any variance from the requirements in this paragraph must be approved in writing by the Government prior to use on the BFT network. As software and hardware products and security functionality are updated, the Contractor shall adapt the design of the FBCB2 BFT functions to meet security requirements. The FBCB2 BFT system will operate as a Mission Assurance Category (MAC) Level I, as described in DoDI 8500.1, and will meet the IA requirements for the protection of information at this level.

Contractor personnel performing IT Position Category duties as defined in AR 25-2 and applicable to unclassified DoD information systems, must meet the investigative and assignment requirements IAW AR 25-2 and AR 380-67. An IT Position Category Designator indicates the level of IT access required to execute the responsibilities of the position based on the potential for an individual assigned to the position to adversely impact DoD missions or functions. Position categories include: IT-I (Privileged), IT-II (Limited Privileged) and IT-III (Non-Privileged). Investigative requirements for each category are defined in Paragraph 4-14a, AR 25-2 (Reference 2). IT Postion Management is the responsibility of the contractor. The contractor maintains administrative accounting and control of all CMS FBCB2 BFT authorized IT Positions. A by-name listing of personnel assigned to IT Level positions will be used to maintain accountability of assignment to IT-sensitive positions. Upon assignment to a position, the appropriate investigation will be initiated. An individual will not be allowed to work in an IT-sensitive until the investigative requirements are met. If the appropriate investigative requirements cannot be favorably adjudicated, the individual will not be assigned to the IT-sensitive position. The government’s

33

Updated 24 August 2007

authorized representatives will request review of these positions to ensure compliance. Classified information / material will be protected IAW the Department of Defense, 5220.22-M, National Industrial Security Program - Operating Manual (NISPOM). Security Requirements will be specified in the Contract Security Classification Specification, DD Form 254.
Any foreign participation will be handled IAW AR 380-10, Technology Transfer, Disclosure of Information and Contacts with Foreign Representatives, CECOM Regulation 380-16, Industrial Security, and affiliated regulations and/or supplements.

3.7.2 Physical Security

The Contractor shall provide for physical security of the hardware (to include securing disc storage) in accordance with AR 190-13. The Contractor shall maintain in plant mechanisms to ensure proper handling, development, and protection of all classified material.

3.7.3 Security Considerations

Certification and Accreditation requirements are addressed in Interim Department of Defense (DoD) Information Assurance (IA) Certification and Accreditation (C&A) Process Guidance, July 6, 2006; Department of the Army Strategy for the Implementation of the Interim DOD Information Assurance Certification and Accreditation Process (DIACAP), November 2006;     and Army Information Assurance (IA) Certification and Accreditation (C&A) Process. Best Business Processes, 17 November 2006.. The C&A process is based on a continuing engineering and documentation update process. As new software products and security functionality are updated and added, the Contractor shall adapt the design of the FBCB2 BFT network components to meet Department of Defense, Department of the Army and Program Executive Office Command Control and Communications Tactical (PEO C3T) Information Assurance requirements.

The Contractor shall support the update and maintain a complete FBCB2 BFT security architecture for the integrated information network that incorporates state-of-the-art security devices/functionalities and simultaneously accommodates multiple levels of classifications as appropriate. The Contractor will continue to provide minimum physical security of the hardware and software in the operational environment, i.e., lockdown capabilities for the hardware, secure storage for the software, and other physical security features as required by AR 25-2, AR 380-5 and DoD 5220.22-M, NISPOM. Security documentation of all aspects of the BFT CMS will be kept up-to-date by the contractor IAW the DIACAP process.

Classified information/material will be protected IAW the NISPOM. Security Requirements will be specified in the Contract Security Classification Specification, DD Form 254. Any foreign participation will be handled IAW AR 380-10, Foreign Disclosure and Contacts with Foreign Representatives, NISPOM, and affiliated regulations and/or supplements.

3.8 Configuration Management

3.8.1 Configuration Management Documentation

The Contractor shall maintain an in-house configuration management system and provide configuration control of documentation and equipment that are used within the FBCB2 BFT satellite network.

34

Updated 24 August 2007

3.8.2 Configuration Control Board

Throughout the life of the contract, the Contractor shall establish, maintain, and co-chair with the Government a Configuration Control Board (CCB) to manage the configuration of all Comtech provided products and services on the BFT network. The CCB shall maintain up-to-date documentation and accurate Interface Control Documents (ICD’s), and will evaluate any Engineering Change Proposals (ECP’s) affecting the BFT network for accuracy and network compatibility. No changes to the BFT network shall be made without the approval of the Product Manager Blue Force Tracking; Chief, PM FBCB2/TMD; or their designated representatives, who will be kept fully informed of all proposed changes by the CCB. All products used on the BFT network are controlled by the CCB. The Contractor shall prepare ECPs when Contractor or government initiated changes to controlled products are required to support new / emerging requirements, to address F3 changes, or to correct deficiencies. The Contractor shall also respond to externally generated ECPs and provide impact assessments as requested by the CCB.

The Government shall have full access and rights of review for all aspects of the BFT network, including waveform, hardware, software, firmware, and documentation.

A Management Plan is required for the establishment and maintenance of the CCB (CDRL C021), as well as minutes from each CCB meeting (CDRL C013). Any documents submitted to the CCB, or required to be kept by the CCB, must be submitted to the Government (CDRL C022).

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6017AA

T

TDP ___ TM -_ OTHER     MISC

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

U. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Configuration Control Board

Management Plan

C021

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-MGMT-80004

SOW para. 3.8.2

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

As Required

LT

D

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

See Item 16

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Contractor format is acceptable Item 12: Initial submission due 30 calendar days after award of contract.      The government requires 10 working days after receipt for review/comments. Item 13: Final submission of approved plan due 10 working days after receipt of Government comments/revisions The Contractor shall post the document on the PEO Knowledge Center. The Contractor shall also provide a soft copy electronically to the Program Manager and Contracting Officer.

15. TOTAL

1

35

Updated 24 August 2007

CONTRACT DATA REQUIREMENTS LIST (1 Data Item)

Form Approved OMB No. 0704-0188

A. CONTRACT LINE ITEM NO.

B. EXHIBIT

C. CATEGORY:

6018AA

U

TDP ___ TM -_ OTHER     E

D. SYSTEM/ITEM

E. CONTRACT/PR NO.

V. CONTRACTOR

Comtech – FBCB2 BFT

Comtech

1. DATA ITEM NO.

2. TITLE OF DATA ITEM

3. SUBTITLE

Scientific and Technical Reports

CCB Documents

C022

4. AUTHORITY (Data Acquisition Document No.)

5. CONTRACT REFERENCE

6. REQUIRING OFFICE

DI-E-5550

SOW para. 3.8.2

SFAE-C3T-FB

7. DD 250 REQ

9. DIST STATEMENT REQUIRED

10. FREQUENCY

12. DATE OF FIRST SUBMISSION

14. DISTRIBUTION

ASREQ

LT

D

See Item 16

See Item 16

b. COPIES

8. APP CODE

11. AS OF DATE

13. DATE OF SUBSEQUENT SUBMISSION

a. ADDRESSEE

Draft

Final

A

ASREQ

Reg

Repro

16. REMARKS

SFAE-C3T-FB

1

Item 4: Contractor format is acceptable. Item 12: Initial submission of all documents due 30 days after contract award. Update as required thereafter. Updated documentation due to government within 7 days after completion. Required documents: all of the Contractor’s technical data and computer software relevant to the Force XXI Battle Command-Brigade & Below (FBCB2)/Blue Force Tracking (BFT) System that are in existence and within the Contractor’s possession and control at the time of award, and any subsequent updates or additional technical data and computer software generated in the normal course of business, as they become available. The Contractor shall post the documents on the PEO Knowledge Center. The Contractor may also provide a soft copy electronically to the Program manager and Contracting Officer.

15. TOTAL

1

3.9 Technical Points of Contact

The Technical Points of Contact for this Contract are identified by Functional Responsibility:

For L-band Satellite Service, Network Engineering and Management Services, Army FBCB2 BFT NOC Connectivity to Satellite Services and Engineering Services for Improved FBCB2 BFT Network Components and Software

     For FBCB2 BFT Hardware Requirements

36

Updated 24 August 2007

APPENDIX A
Transceiver Specifications

BPSK – Bi-Polar Shift Keying	DSS – Direct-sequence Spread Spectrum
DES – Digital Encryption Standard	RHCP – Right Hand Circular Polarized
LHCP – Left Hand Circular Polarized	DSP – Digital Signal Processor

37

Updated 24 August 2007

38

Updated 24 August 2007

MT2011F / MT2012F

1.
2.	Performance Parameter Changes:
	a.	Filter Specifications

b. C/No performance

39

Updated 24 August 2007

APPENDIX B

The following Environmental/EMI Tests are required for all equipment supplied under the FBCB2/BFT Contract for Terrestrial Antennas/Transceivers and Support Hardware.

A. Operating Temperature: The transceiver shall be capable of continuous operation over an ambient temperature range of ___ degrees C to ___ degrees C in still air. The tests for low temperature and high temperature are defined in MIL-STD-810E Procedure II, Methods 502.3 and 501.3 respectively.

B. Aggravated Vibration: The transceiver shall be capable of sustaining exposure to an aggravated vibration environment as defined below. The aggravated vibration environment seen by the computer will be as specified in table below with duration of exposure of two hours on each axis. This requirement will be tested with a ___dB tolerance in Power Spectral Density (PSD) IAW MIL-STD-810E, Method 514, Section II-1.1.

Vibration Environment for Computer Qualification

C. Shock: The transceiver shall be designed to be operational after exposure to shocks identified in MIL-STD-810E, Procedure I, for Ground Equipment IAW Figures 516.4-1     and 516.4-2. The transceiver shall be subjected to at least three shocks in both directions along each of three orthogonal axes.

D. Water Tightness: The transceiver shall be protected against water penetration and shall remain operational while being exposed to the conditions identified in MIL-STD-810E, Method 506.3-3, Procedure I for Blowing Rain.

E. Altitude: The transceiver shall operate at altitudes up to 10,000 feet. Conditions associated with the altitude exposure are as defined in MIL-STD-810E, Method 500.3, Procedure II.

F. Operating Humidity: The transceiver shall conform to the operation requirements during and after exposure to humid conditions between 3% and 100% relative humidity in conjunction with changing temperatures as specified in MIL-STD-810E, Method 507.3, Procedure I.

40

Updated 24 August 2007

G. Explosive Atmosphere: The transceiver shall not cause ignition of an ambient explosive-gaseous mixture with air when operating in such an atmosphere. The atmosphere is as defined in MIL-STD-810E, Method 511.3, Procedure I.

H. Electromagnetic Radiation: The Transceiver shall be compliant with MIL-STD-461E, Paragraph 5 (Detailed Requirements) as specified for Army Ground Equipment:

— Radiated Emissions, Electric Field,     kHz-     GHz

— Radiated Susceptibility, Electric Field,     MHz to     GHz (tested in the range of      kHz to     GHz only)

Additional Environmental/EMI Requirements and Tests are required for all equipment supplied under this contract for Aviation Antennas/Transceivers and Support Hardware. These additional requirements and tests shall be coordinated with BFT-Aviation, and will be delineated in Delivery Orders that deal with products to be used aboard aircraft.

41

EX-21

Exhibit 21

SUBSIDIARIES

The following is a list of the significant and other subsidiaries of the Company as of September 19, 2007:

Significant Subsidiaries Jurisdiction of Incorporation

Telecommunications Transmission Segment

Comtech EF Data Corp. Delaware

Comtech Systems, Inc. Delaware

Mobile Data Communications Segment

Comtech Mobile Datacom Corporation Delaware

Other Subsidiaries

Telecommunications Transmission Segment

Comtech Antenna Systems, Inc. Delaware

Comtech AHA Corporation Delaware

Memotec Inc. (a subsidiary of Comtech EF Data Corp.) New Brunswick, Canada

RF Microwave Amplifiers Segment

Comtech PST Corp. New York

Mobile Data Communications Segment

Comtech Tolt Technologies, Inc. Delaware

EX-23

Exhibit 23

                                KPMG LLP
                                Suite 200
                                1305 Walt Whitman Road
                                Melville, NY 11747-4302

The Board of Directors of

Comtech Telecommunications Corp.:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 33-66278, 33-83584, 333-14358, 333-125625, 333-68967 and 333-51708) of Comtech Telecommunications Corp. of our reports dated September 18, 2007, relating to (i) the consolidated balance sheets of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows, for each of the years in the three-year period ended July 31, 2007, and the related financial statement schedule, and (ii) management’s assessment of the effectiveness of internal control over financial reporting as of July 31, 2007, and the effectiveness of internal control over financial reporting as of July 31, 2007, which reports appear in the July 31, 2007 Annual Report on Form 10-K of Comtech Telecommunications Corp. Our report on the Company’s consolidated financial statements referred to in (i) above contains an explanatory paragraph related to the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment”, effective August 1, 2005.

Melville, New York

September 18, 2007

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fred Kornberg, certify that:

1. I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 19, 2007
	/s/ Fred Kornberg
	Fred Kornberg
	Chairman of the Board
	Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Porcelain, certify that:

1. I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 19, 2007
	/s/ Michael D. Porcelain
	Michael D. Porcelain
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Comtech Telecommunications Corp. (the “Company”) on Form 10-K for the fiscal year ended July 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fred Kornberg, Chief Executive Officer and President of the Company, certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 19, 2007	/s/Fred Kornberg
	Fred Kornberg
	Chief Executive Officer and President

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Comtech Telecommunications Corp. (the “Company”) on Form 10-K for the fiscal year ended July 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. Porcelain, Senior Vice President and Chief Financial Officer of the Company, certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 19, 2007	/s/Michael D. Porcelain
	Michael D. Porcelain
	Senior Vice President and Chief Financial Officer