EXHIBIT 10.18
AGREEMENT BETWEEN
LORAL ORION SERVICES, INC.
AND
LORAL SPACECOM CORPORATION
CONCERNING PROFESSIONAL SERVICES
This Agreement shall become effective on the date of its final
signature by and between Loral Orion Services, Inc., a corporation organized and
existing under the laws of the State of Delaware and having its primary place of
business at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (hereinafter
referred to as "LORAL ORION" which expression shall include its successors and
permitted assigns) and Loral SpaceCom Corporation, a corporation organized and
existing under the laws of the State of Delaware doing business as Loral
Skynet(R) 2 and having a place of business at 000 Xxxxx Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000 (hereinafter referred to as "SKYNET" which expression shall include
its successors and permitted assigns).
WITNESSETH:
WHEREAS, SKYNET and LORAL ORION are both subsidiaries of Loral
Space & Communications Corporation;
WHEREAS, SKYNET has many years experience and expertise in the
management of communications satellite services and transponders, including
performing tracking, telemetry and control services; and
WHEREAS, LORAL ORION desires to take advantage of SKYNET'S
experience and expertise for the benefit of LORAL ORION'S business.
NOW, THEREFORE, LORAL ORION and SKYNET, in consideration of
the mutual covenants expressed herein, agree as follows:
----------------
1 Skynet is a registered trademark of Loral SpaceCom Corporation.
ARTICLE 1
APPOINTMENT, AUTHORITY OF
CONTRACTOR AND DUTIES OF CONTRACTOR
A. APPOINTMENT - LORAL ORION hereby engages SKYNET to perform
the services provided for herein including but not necessarily limited to
Telemetry Tracking & Control (TT&C) Services and the Program Performance Review
Services set forth in Exhibit A, Statement of Work (hereinafter referred to as
"Service" or "Services"), attached hereto and made a part hereof, in connection
with the satellites known as Orion 1, 2 and 3 and such other satellites as the
parties shall mutually agree (hereinafter referred to as "Satellite" or
"Satellites") and SKYNET accepts such engagement to render such Services for the
compensation herein provided. Notwithstanding the foregoing, Performance Review
Services are only applicable to satellites know as Orion 2 and 3.
B. AUTHORITY OF CONTRACTOR - LORAL ORION hereby engages SKYNET
on the terms and conditions set forth herein as an independent contractor.
SKYNET and LORAL ORION hereby acknowledge and agree that SKYNET is engaged
solely as an independent contractor and that SKYNET shall have no authority to
bind LORAL ORION in connection with the Services provided hereunder.
C. DUTIES OF CONTRACTOR - SKYNET shall provide the Services
set forth herein and in Exhibit A, Statement of Work, to LORAL ORION.
ARTICLE 2
COMPENSATION
The charge for providing the Services hereunder shall be
SKYNET'S cost plus five (5) percent on top of such costs per month provided that
the cost shall have been reasonably incurred by SKYNET in connection with its
performance of Services hereunder.
ARTICLE 3
INVOICING, PAYMENT AND AUDIT
SKYNET shall invoice LORAL ORION for the Services provided
hereunder on the first business day of each month for the compensation for the
Services provided hereunder set forth in Article 2 and LORAL ORION shall pay
such invoice on or before thirty (30) days from the date specified on such
invoices.
SKYNET shall use reasonable commercial efforts to maintain
accurate records of all the costs billed hereunder. LORAL ORION, once per
calendar year, at its sole expense, during normal business hours, upon thirty
(30) days' prior written notice to SKYNET, shall have the right to conduct a
financial audit of all such records.
ARTICLE 4
DOCUMENTS FORMING THE CONTRACT
This Agreement consists of the following:
A. The provisions in ARTICLES 1 through 9 in Section I of this
Agreement and ARTICLES 1 through 17 in Section II of this Agreement.
B. EXHIBIT A - Statement of Work
In the event of any inconsistency among or between the parts
of this Agreement set forth above, such inconsistency shall be resolved by
giving precedence in the order of the parts set forth above.
ARTICLE 5
DURATION
This Agreement applies to all the Services performed by SKYNET
that are described in EXHIBIT A, beginning on the date of its final signature
("Effective Date"), whether performed in anticipation of or following the
execution of this Agreement, and shall, subject to the provisions of Articles 11
and 12 of the General Terms and Conditions appended hereto, continue through the
End Of Life ("EOL") of the Satellites that are the subject of this
Agreement. For the purposes of this Agreement End Of Life or EOL shall mean: i)
the ejection of the Satellite from the orbital arc; or ii) the failure of the
Satellite; or (iii) the sale of the Satellite, whichever occurs first.
ARTICLE 6
PARTY REPRESENTATIVES AND NOTICES
SKYNET'S Technical Representative is:
Mr. Xxxx Xxxxx
Vice President, Satellite Engineering and Operations
000 Xxxxx Xxxxx
P. O. Box 7018
Room 3A24
Xxxxxxxxxx, XX 00000
Phone 000 000-0000
Fax 000 000-0000
SKYNET'S Contract Representative is:
Xx. X. X. XxXxxxxxx, C.P.M.
Director, Contracts
000 Xxxxx Xxxxx
X.X. Xxx 0000
Xxxx 0X00
Xxxxxxxxxx, Xxx Xxxxxx 00000
Phone 000 000-0000
Fax 000 000-0000
LORAL ORION'S Technical Representative is:
Xx. Xxxxxx Xxxxxx
Senior Vice President, Engineering
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Suite 400
Phone 000 000-0000
Fax 000 000-0000
LORAL ORION'S Contract Representative is:
Xx. Xxxx Xxxx
Senior Vice President and General Counsel
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Suite 400
Phone 000 000-0000
Fax 000 000-0000
Any notice or demand which under the terms of this Agreement
or under any statute must or may be given or made by LORAL ORION or SKYNET shall
be in writing and shall be given or made by telegram, tested telex, confirmed
facsimile, or similar communication or by certified or registered mail addressed
to the Contract Representatives designated in this Agreement, as amended from
time to time.
ARTICLE 7
INDEPENDENT CONTRACTORS STATUS
This Agreement is intended to create, and creates, a
contractual relationship for Services to be rendered by SKYNET acting in the
ordinary course of its business as an independent contractor and is not intended
to create, and does not create, a partnership, joint venture, agency or any like
relationship between the parties hereto. Moreover, nothing herein shall be
construed to imply a partnership, joint venture, commercial agency, or
employer/employee relationship between the parties. All persons employed by
SKYNET in connection with this Agreement shall be considered employees or agents
of SKYNET only, and shall in no way, either directly or indirectly, be
considered employees or agents of LORAL ORION. LORAL ORION shall not be
obligated to pay commissions, salaries or other payments or benefits to parties
with whom SKYNET may deal in connection with its Services hereunder, and SKYNET
hereby agrees not to make any representations, directly or by implication, that
any such obligation on the part of LORAL ORION exists or will exist.
ARTICLE 8
TAXES
A. Except as set forth in the following sentence, SKYNET shall
be financially responsible for, and shall pay, any Tax liability arising in
connection with any payment made by
LORAL ORION to SKYNET pursuant to Article 3 herein. LORAL ORION shall be
financially responsible for all sales, use, transfer or similar consumption-type
tax arising in connection with any payment made by LORAL ORION to SKYNET
pursuant to Article 3 herein.
B. LORAL ORION and SKYNET shall cooperate and use their
respective best efforts in connection with contesting any Tax liability imposed
in connection with the Services or the Satellite capacity.
C. For purposes of this Section 14, the term Tax or Taxes
includes, without limitation, any federal, state, local, or foreign income
(including income tax or amounts on account of income tax required to be
deducted or withheld from or accounted for in respect of any payment), gross
receipts, corporation, advance corporation, license, payroll, employment, wage,
excise, severance, stamp, occupation, premium, windfall, profits, environmental,
customs duties, capital stock, franchise, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, capital gains, development land, inheritance, national insurance
contributions, capital duty, stamp duty, stamp duty reserve tax, duties or
customs and excise, all taxes, duties or charges replaced by or replacing any of
them, and all levies, imposts, duties, charges or withholdings of any nature
whatsoever chargeable by any Governmental Authority, together with all
penalties, charges and interest relating thereto. For purposes of this Article
8, the term Governmental Authority shall mean any federal, state, provincial,
local, tribal, foreign or other governmental agency, department, branch,
commission, board, bureau, court, instrumentality or body, including, without
limitation, any taxing or other authority (whether within or without the United
States) competent to impose any tax liability.
ARTICLE 9
ENTIRE AGREEMENT
This Agreement , shall constitute the entire agreement between
the parties with respect to the subject matter of this Agreement and shall not
be modified or rescinded, except by a writing signed by LORAL ORION and SKYNET.
Additional or different terms inserted in this Agreement by LORAL ORION, or
deletions
thereto, whether by alterations, addenda, or otherwise, shall be of no force and
effect, unless expressly consented to by SKYNET in writing. The provisions of
this Agreement supersede all contemporaneous oral agreements and all prior oral
and written quotations, communications, agreements and understandings of the
parties with respect to the subject matter of this Agreement.
ACCEPTED:
LORAL ORION SERVICES, INC. LORAL SPACECOM CORPORATION
By: ________________________ By: _______________________
Name: Mr. W. Xxxx Xxxxx Name: Xx. Xxxxx X. Xxxx
Title: President & CEO Title: President
Date: Date:
GENERAL TERMS AND CONDITIONS
ARTICLE I
ARBITRATION
All disputes arising in connection with the present Agreement
shall be finally settled under the Rules of Conciliation and Arbitration of the
American Arbitration Association ("AAA Rules") by one or more arbitrators
appointed in accordance with said Rules. The arbitration shall take place in New
York City, United States of America, and shall be conducted in English. The
arbitrator shall apply the substantive (not the conflicts) law of the state
specified in the choice of law provision set forth elsewhere in this Agreement.
The arbitrator shall not limit, expand or modify the terms of the Agreement nor
award damages in excess of compensatory damages, and each party waives any claim
to such excess damages. The award shall be in United States dollars. Judgment
upon the award rendered in the arbitration may be entered in any court having
jurisdiction thereof. Each Party shall bear its own expenses (including
attorney's fees) and an equal share of the expenses of the arbitrator and the
fees of the arbitration. Nothing in the Agreement shall be construed to preclude
any party from seeking injunctive relief in order to protect its rights pending
arbitration. A request by a party to a court for such injunctive relief shall
not be deemed a waiver of the obligation to arbitrate.
ARTICLE 2
ASSIGNMENT
LORAL ORION acknowledges and agrees that notwithstanding
anything to the contrary contained in the Agreement, LORAL ORION shall not
transfer or assign any of its rights or obligations under the Agreement to any
third parties without SKYNET'S consent, which may be given or withheld at
SKYNET'S sole discretion. SKYNET expressly shall have the right to subcontract
any of the Services required hereunder to a third party and/or assign this
Agreement including its rights, duties and obligations hereunder, to its parent
corporation or any present or future affiliate or subsidiary of SKYNET capable
of fully providing the Services hereunder, or in connection with its merger or
acquisition. All the Services performed hereunder by SKYNET'S subcontractor(s)
at any tier shall be deemed to be Services performed by SKYNET for purposes of
this Agreement.
ARTICLE 3
CAPTIONS
The captions in this Agreement are included for convenience
only and shall not be construed to define or limit any of the provisions
contained herein.
ARTICLE 4
CHANGES
LORAL ORION may at any time during the term of this Agreement
require additions to or alterations of or deductions or deviations (all
hereinafter referred to as a "Change") from the Services called for by EXHIBIT
A. No Change shall be considered as an addition or alteration to or deduction or
deviation from the Services called for by EXHIBIT A nor shall SKYNET be entitled
to any compensation for the Services done pursuant to or in contemplation of a
Change, unless made pursuant to a written Change Order issued by LORAL ORION.
Within twenty (20) days after a request for a Change, SKYNET shall submit a
proposal to LORAL ORION that includes any increases or decreases in LORAL
ORION'S costs or changes in the delivery schedule necessitated by the Change.
LORAL ORION shall, within ten (10) days of receipt of the proposal, either (i)
accept the proposal, in which event LORAL ORION shall issue a written Change
Order directing SKYNET to perform the Change or (ii) advise SKYNET not to
perform the Change in which event SKYNET shall proceed with the Services as
originally described in EXHIBIT A. SKYNET at its sole discretion reserves the
right to reject any such request for Change.
ARTICLE 5
CHOICE OF LAW
The construction, interpretation and performance of this
Agreement and all transactions under it shall be governed by the laws of the
State of New York excluding its choice of laws rules and excluding the
Convention for the International Sales of Goods.
ARTICLE 6
FORCE MAJEURE
SKYNET shall not be liable for any loss, damage, or delay
caused by strikes, picketing, labor disturbances, riots, fires, insurrection, or
the elements, embargoes, failure of carriers, inability to obtain facilities or
to obtain materials, Government Regulations or requirements, acts of God or the
public enemy, or any cause beyond its control whether or not similar to the
foregoing ("Force Majeure Condition"). Notwithstanding the foregoing, SKYNET
agrees to use reasonable commercial efforts to continue to perform the
TT&CServices that it is required to furnish hereunder. Such efforts will be no
less in scope then the efforts that SKYNET will employ to perform the TT&C
Services for its own spacecraft, in the event that any such Force Majeure
Condition may occur and impede SKYNET'S ability to perform such telemetry,
tracking and control services for such spacecraft.
ARTICLE 7
PUBLICITY
LORAL ORION agrees to submit to SKYNET all advertising, sales
promotion, press releases, and other publicity matters relating to the material
furnished or the Services performed by SKYNET under this Agreement wherein
SKYNET'S names or marks are mentioned or language from which connection of said
names or marks therewith may be inferred or implied; and LORAL ORION further
agrees not to publish or use such advertising, sales promotion, press releases,
or publicity matters without SKYNET'S prior written approval.
ARTICLE 8
RELEASES VOID
Neither party shall require (i) waivers or releases of any
personal rights or (ii) execution of documents in conflict with the terms of
this Agreement, from employees, representatives of the other in connection with
visits to its premises and both parties agree that no such releases, waivers or
documents shall be pleaded by them or third persons in any action or proceeding.
ARTICLE 9
RIGHT OF ENTRY AND PLANT RULES
Each party shall have the right to enter premises of the other
party during normal business hours with respect to the performance of this
Agreement, subject to all plant rules and regulations, security regulations and
procedures and U.S. Government clearance requirements if applicable.
ARTICLE 10
SEVERABILITY
In the event that any one or more of the provisions contained
herein shall for any reason be held to be unenforceable in any respect under the
law of any state or of the United States of America, such unenforceability shall
not affect any other provision of this Agreement, but this Agreement shall then
be construed as if such unenforceable provision or provisions had never been
contained herein.
ARTICLE 11
TERMINATION
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ARTICLE 12
TERMINATION FOR DEFAULT
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ARTICLE 13
NONDISCLOSURE OF INFORMATION
13.1 Each party to this Agreement may find it beneficial
to disclose to the other party documentation or
other information which the disclosing party
considers proprietary ("Information"). Such
Information may include but is not limited to, its
engineering, hardware, software or other technical
information, and financial, accounting or marketing
reports, analysis, forecasts, predictions or
projections.
13.2 It is specifically understood and agreed that
Information disclosed pursuant to this Agreement
shall be considered proprietary either because 1)
it has been developed internally by the disclosing
party, or because 2) it has been received by the
disclosing party subject to a continuing obligation
to maintain the confidentiality of the Information.
13.3 Information that is provided in a tangible form
shall be marked in a manner to indicate that it is
considered proprietary or otherwise subject to
limited distributions provided herein. If the
Information is provided orally, the disclosing
party shall clearly identify it as being
proprietary at the time of disclosure, and within
fifteen (15) working days of such disclosure,
confirm the disclosure in writing to the other
party.
With respect to Information, the party to whom the Information
is disclosed and its employees shall:
a. hold the Information in confidence and
protect it in accordance with the security
regulations by which it protects its own
proprietary or confidential information,
which it does not wish to disclose;
b. restrict disclosure of the Information
solely to those employees with a need to
know and not disclose it to any other
persons;
c. advise those employees of their obligations
with respect to the Information; and
d. use the Information only in connection with
implementing this Agreement and in
continuing discussions and negotiations
between the parties concerning the Service,
except as may otherwise be agreed upon in
writing.
13.4 In the event a party to whom Information has been
disclosed proposes to disclose that Information to
an outside consultant or agent, it shall obtain the
written consent of the party from whom the
Information was originally received and arrange for
the execution by the consultant or agent for a
nondisclosure agreement in a form reasonably
satisfactory to the party from whom the Information
was originally received.
13.5 The party to whom Information is disclosed shall
have no obligations to preserve the proprietary
nature of any Information that:
a. was previously known to it free of any
obligations to keep it confidential;
b. is disclosed to third parties by the
disclosing party without restriction;
c. is or becomes publicly available by other
than unauthorized disclosure; or
d. is independently developed by the
receiving party.
The Information shall be deemed the property of the disclosing
party and, upon request the other party will promptly return all Information
that is in tangible form to the disclosing party or destroy all such
information.
ARTICLE 14
LIMITATION OF LIABILITY
OTHER THAN for damages resulting from skynet's willfull
misfeasance, bad faith, or gross negligence, SKYNET SHALL HAVE NO Liability With
respect to any claim or suit, by LORAL ORION or by any others, for damages
associated with the MATERIAL or SERVICES FURNISHED HEREUNDER. FURTHER, SKYNET
WILL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, DIRECT OR INDIRECT
DAMAGES WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT,
NEGLIGENCE, STRICT TORT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL SKYNET BE
LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE STATED IN THIS AGREEMENT.
ARTICLE 15
DISCLAIMER OF WARRANTIES
SKYNET WARRANTS TO LORAL ORION THAT SKYNET WILL PERFORM THE
SERVICES DEFINED HEREIN IN ACCORDANCE WITH GENERALLY ACCEPTED INDUSTRY STANDARDS
AND THAT SUCH SERVICE SHALL BE FIT FOR ITS INTENDED PURPOSE AS IDENTIFIED IN
EXHIBIT A, STATEMENT OF WORK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, SKYNET, ITS PARENT, THEIR SUBSIDIARIES AND THEIR AFFILIATES,
SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
PERFORMANCE OF THE SERVICE OR WARRANTY AGAINST PATENT, TRADEMARK, COPYRIGHT, OR
TRADE SECRET INFRINGEMENT, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF
MERCHANTABILITY.
ARTICLE 16
INDEMNIFICATION
LORAL ORION shall indemnify and save harmless SKYNET and its
affiliates and its customers and their respective officers, directors,
employees, successors and assigns from and against, any and all losses, claims,
damages, liabilities or expenses (including reasonable attorneys' fees and
expenses) (collectively "Losses") resulting from any claim, demand, action, or
suit resulting from the performance of Services by SKYNET under this Agreement,
other than Losses resulting from SKYNET'S willful misfeasance, bad faith or
gross negligence.
ARTICLE 17
WAIVER
The failure of either party at any time to enforce any right
or remedy available to it under this Agreement with respect to any breach or
failure by the other party shall not be construed to be a waiver of such right
or remedy with respect to any other breach or failure by the other party.
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Statement of Work
LORAL ORION FLEET
PART 1, TRACKING, TELEMETRY & CONTROL SERVICES
================================================================================
Overview
SKYNET'S technical support is comprised of three main areas:
o Planning Support
SKYNET will perform all necessary SATELLITE coordination with the proper
regulatory authorities, including but not limited to the Federal
Communications Commission (FCC) and the International Telecommunications
Union (ITU).
o GCE/Satellite TT&C Baseband Maintenance and Support
SKYNET will provide maintenance support for the GCE hardware and SATELLITE
TT&C baseband hardware and software located on SKYNET property and at
remote earth stations used to support the TT&C services associated with
this program.
o TT&C Services & Payload Management
SKYNET will provide TT&C services upon take over of the SATELLITE(S) from
the LORAL ORION and the Spacecraft manufacturer. Primary TT&C
responsibilities will remain with SKYNET, as well as management of the
Satellite payload.
The following provides more detail on each of the three areas of SKYNET'S
support:
PLANNING SUPPORT
SKYNET will, perform the payload coordination of the LORAL ORION SATELLITE fleet
with all applicable regulatory agencies, including but not limited to the FCC
and the ITU.
GCE/SATELLITE TT&C BASEBAND MAINTENANCE AND SUPPORT
Under the provisions of this Statement of Work, SKYNET will assume
responsibility for maintenance of GCE and SATELLITE TT&C baseband equipment
directly or through subcontractors. Such maintenance activities will include but
not be limited to:
o Monitor the performance of the equipment twenty-four hours per day, seven
days per week.
o Upon detection of a fault, isolate the cause of the fault and repair the GCE
and SATELLITE TT&C baseband equipment as needed.
o Perform preventative maintenance on the equipment per the manufacturer's
specifications.
SKYNET will be responsible for operating all GCE and SATELLITE TT&C baseband
equipment located on SKYNET property and at the remote TT&C stations, in an
environment that follows manufacturer specifications and/or SKYNET'S operational
guidelines. For that equipment, SKYNET will provide both protected and
unprotected electrical power and conditioned environments, that meets the needs
of the equipment.
TT&C SERVICES
SKYNET will provide LORAL ORION spacecraft operations services in the form of
spacecraft payload and bus analysis and configuration management, SATELLITE
control, and orbital determination and analysis.
LORAL ORION'S Spacecraft operations will be performed on a day-by-day basis by
an experienced SKYNET staff. This staff will operate the SATELLITE(S) with the
same procedures and diligence SKYNET applies to its Telstar fleet. The entire
SATELLITE control staff from both the Xxxxxx and Three Peaks facilities will be
trained to control the LORAL ORION fleet. The LORAL ORION SATELLITES will be
integrated into the SKYNET fleet and enjoy the same coverage, from both Xxxxxx
and Three Peaks, that the Telstar fleet does. The demonstration of this
diligence will be through periodic health and status reports provided to LORAL
ORION.
The SKYNET satellite control staff will develop appropriate plans and procedures
for maintaining the proper Spacecraft orbits, monitoring the telemetry,
responding to alarms, investigating and resolving Spacecraft anomalies and
commanding the SATELLITE to the proper configuration for service.
SKYNET will provide TT&C services, as described below, after SKYNET takes over
LORAL ORION'S first SATELLITE and additional SATELLITE(S) from the manufacturer.
The following provides details of the TT&C service that SKYNET will initiate and
continue to provide throughout the life of the SATELLITE(S):
o PAYLOAD AND BUS ANALYSIS AND CONFIGURATION MANAGEMENT
SKYNET will execute the following tasks on each of the LORAL ORION
SATELLITES:
1. ANALYSIS OF SATELLITE TELEMETRY DATA TO DETERMINE SHORT-TERM AND LONG-TERM
TRENDS IN THE PERFORMANCE OF EACH OF THE SATELLITE SUB-SYSTEMS.
2. Review and analysis of any SATELLITE anomalies. The SKYNET staff will work
with LORAL ORION and the manufacturer, if necessary, in the resolution of
any Spacecraft anomalies.
3. SKYNET will determine, establish and administer all operating limits and
deltas necessary for the quality operation of the Spacecraft(s).
o Satellite Control
SKYNET Satellite Controllers will be available on a twenty-four (24) hour
per day, seven (7) day per week basis to continually monitor the
performance of LORAL ORION'S SATELLITE(S). During the course of this
monitoring the Satellite Controller will:
1. Continually scan for Spacecraft alarms and check the health and status of
LORAL ORION'S Spacecraft by reviewing telemetry data received from the
Spacecraft.
2. Execute spacecraft procedures as designed and specified by spacecraft
engineer(s) and Orbital Analyst(s) assigned to the LORAL ORION
spacecraft(s). The LORAL ORION SATELLITE(S) will be routinely assigned to
different analysts and engineers on the SKYNET staff to ensure our entire
staff is always familiar with the configuration and operations of the LORAL
ORION SATELLITE(S).
3. Execute spacecraft procedures and payload configuration changes.
4. Execute spacecraft procedures as needed in response to spacecraft alarms.
5. Generate ranging data as required.
o Maneuver Planning, Orbital Determination And Analysis
SKYNET will see that each LORAL ORION SATELLITE operated by SKYNET will
have the following activities conducted by the SKYNET orbital analysis
staff.
1. Analysis of SATELLITE ranging data and determination of all orbital
elements associated with current and projected SATELLITE positioning.
2. Design all maneuvers for the SATELLITE(S) to see that SATELLITE(S) are kept
within limits authorized per the SATELLITE operating license, FCC
requirements, ITU requirements and LORAL ORION'S reasonable and written
expectations.
3. Monitor all SATELLITE flight dynamics during maneuvers to see that maneuver
plans were executed as designed.
4. Perform post-maneuver analysis of SATELLITE(S) to determine fuel
consumption during maneuver and prepare semi-annual end of life estimates
for each SATELLITE.
5. Monitor short-term and long-term performance trends of each Spacecraft's
attitude control and propulsion subsystems.
SKYNET will also perform management of the payload including Satellite access.
Each maneuver will have a primary analyst who has the support of the entire
staff. Again, the entire orbital dynamics staff will receive all necessary
training to conduct operations for the LORAL ORION fleet. In order to provide
the TT&C services described above, SKYNET will augment its present staff with
sufficient payload and bus analysis and configuration managers, orbital analysts
and satellite controllers to operate LORAL ORION'S SATELLITES in the same SKYNET
operates its satellites.
Depending upon the context, in this Part 1 of this Exhibit A "Spacecraft" shall
have the same meaning as ascribed to the term "Satellite" in Article 1. A. of
Section I of this Contract.
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PART 2, SATELLITE PROGRAM PERFORMANCE REVIEW
================================================================================
OVERVIEW
This Section 2 defines all services, data and documentation to be performed by
SKYNET on behalf of LORAL ORION for the Orion satellite(s) (depending on the
context, hereinafter referred to as "Satellite, Satellites, Spacecraft or
Spacecrafts") programs. SKYNET will be responsible for review and confirmation
of deliverance of the Satellites in accordance with the specifications agreed to
between the manufacturer and LORAL ORION.
BASIC PROGRAM CONTENT
SKYNET will provide experienced and competent personnel to review, analyze
and report to LORAL ORION via written reports concerning:
1. The acceptability of unit level performance data received directly from
the manufacturer or from the manufacturer's subcontractors for items
associated with the Spacecrafts' antenna subsystem, communications
subsystem, telemetry command and ranging subsystems, buses subsystems,
spacecraft control electronics, propulsion subsystems, electrical power
subsystems, thermal control subsystems, structures and mechanisms
subsystems.
2. Support LORAL ORION in arriving at a satisfactory resolution of any
unit level tests that suggest the Satellites will not meet performance
specifications as outlined in the technical specifications section of
the contract between the manufacturer and LORAL ORION.
3. The acceptability of subsystem level performance data received from the
manufacturer during the integration and assembly of subsystems for
items associated with the Spacecrafts' antenna subsystems,
communications subsystems, telemetry command and ranging subsystems,
buses subsystems, spacecraft control electronics, propulsion
subsystems, electrical
power subsystems, thermal control subsystems, structures and mechanisms
subsystems.
4. Support LORAL ORION in arriving at a satisfactory resolution of any
subsystem level performance tests that suggest the Satellites will not
meet performance specifications as outlined in the technical
specifications section of the contract between the manufacturer and
LORAL ORION.
5. The acceptability of system level performance data received from the
manufacturer during the thermal vacuum and temperature cycling of the
Satellites for items associated with the Spacecrafts' antenna
subsystems, communications subsystems, telemetry command and ranging
subsystems, buses subsystems, spacecraft control electronics,
propulsion subsystems, electrical power subsystems, thermal control
subsystems, structures and mechanisms subsystems.
6. Support LORAL ORION in arriving at a satisfactory resolution of any
system level performance tests that suggest the Satellites will not
meet performance specifications as outlined in the technical
specifications section of the contract between the manufacturer and
LORAL ORION.
PROGRAM OPTIONS
LORAL ORION, at its option may request that SKYNET provide experienced and
competent personnel to review, analyze and report to LORAL ORION via written
report on the health and status of the Satellites:
1. During pre-launch activities.
2. During in orbit testing (IOT) of the Spacecrafts' buses and communications
payloads.
LORAL ORION, at its option may also request that SKYNET provide experienced
and competent personnel to review, analyze and report to LORAL ORION via
written report on
the health and status of the Satellites' launch programs. SKYNET, in
undertaking this task would:
1. Review pre-launch plans and procedures of the launch vehicle provider and
recommend corrective actions to prevent or eliminate performance problems
and protect schedules.
2. Track activities of launch vehicle provider.
3. Review final launch vehicle readiness to launch of the LORAL ORION
Spacecrafts.
4. Review mission plans and procedures including orbit raising and deployment
of solar arrays and antennas.
DELIVERABLES
The services, data and documentation to be provided by SKYNET are provided
herein. Such services data and documentation provided by SKYNET will include but
not be limited to written reports and compliance matrices which document results
of analysis, and summary descriptions of the necessary resolution. SKYNET will
also provide written reports and compliance matrices which document results of
all scheduled testing.
o UNIT AND SUB ASSEMBLIES
SKYNET will provide in-process inspections or witness unit assembly at
subcontractor. Data, if provided by a subcontractor of the manufacturer,
would accompany the unit as an associated data package or be obtained at
the subcontractor's facility. Data for units and sub-assemblies directly
manufactured by the manufacturer would be found at the manufacturing
facility. All data for analysis must be made available through the
manufacturer's Program Office.
o SPACECRAFT INTEGRATION TEST RESULTS
Such tests will be performed at the manufacturer's facility. SKYNET will be
present during the performance of such tests. SKYNET will support LORAL
ORION in reviewing test procedures and witnessing the vendors (the
manufacturer) performance of such tests and data collected. Such tests will
include but not be limited to: panel integration tests, reference
performance tests, thermal vacuum testing, sine vibration and acoustic
testing, compact antenna range testing (CATR) and final bus testing. In
addition to supporting the above tests, SKYNET will also provide the
following:
1. COMMUNICATIONS SUBSYSTEMS ANALYSIS
SKYNET will prepare a complete and comprehensive Communications Subsystems
Performance report. This report will summarize important characteristics
and parameters of the Communications Subsystems as it relates to the
performance specifications found in the contract between the manufacturer
and LORAL ORION for the construction of the Satellites.
2. ELECTRICAL POWER SYSTEMS ANALYSIS
SKYNET will prepare a complete and comprehensive Electrical Power
Subsystems Analysis report. This report will summarize important
characteristics and parameters of the electrical power subsystems as it
relates to the performance specifications found in the contract between the
manufacturer and LORAL ORION for the construction of the Satellites.
3. SPACECRAFT PRE-SHIPMENT REVIEW
SKYNET will witness pre-shipment review conducted by the manufacturer to
assure that all of the Satellites' subsystems are in conformance with all
requirements of the performance specifications found in the contract
between the manufacturer and LORAL ORION for the construction of the
Satellites.
4. SATELLITE POST SHIPMENT INSPECTION
SKYNET will review or witness post-shipment validation tests conducted by
the manufacturer to demonstrate that all of the Satellites' subsystems are
in conformance with all requirements of the performance specifications
found in the contract between the manufacturer and LORAL ORION for the
construction of the Satellites and has not degraded as a result of shipment
to the launch site.
5. SATELLITE LAUNCH READINESS REVIEW
SKYNET will participate in the Launch Readiness Review of the Satellites
which will be held not later than ten (10) working days prior to the launch
date of the Satellites. SKYNET will expressly concentrate on the readiness
of satellite subsystems. SKYNET, in performance of this review along with
the manufacturer, will advise LORAL ORION on the condition of the
Spacecrafts prior to LORAL ORION giving final GO/NOGO authority to the
manufacturer.
6. IN-ORBIT TEST REVIEW/SATELLITE ACCEPTANCE
SKYNET will participate in the In-Orbit Test review of the Satellites that
will be held at a location to be selected by LORAL ORION. SKYNET will
expressly concentrate on the in orbit performance of all of the Satellites'
Subsystems. SKYNET, in performance of this review along with the
manufacturer, will advise LORAL ORION on the condition of the Spacecrafts
prior to final acceptance of the Satellites by LORAL ORION.
