Modification No. 27 To the WorldView3 Instrument Purchase Agreement #60151
Exhibit 10.5
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Modification No. 27
To the
WorldView3 Instrument Purchase Agreement #60151
This Modification No. 27 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 0000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000; and ITT Space Systems, LLC., a subsidiary of Exelis, Inc. a Delaware corporation with its principal offices located at 000 Xxxxxxxxxx Xxxxx,, Xxxxxxxxx, Xxx Xxxx, 00000-0000 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and “Parties” means DigitalGlobe and Contractor.
WHEREAS, DigitalGlobe and Contractor entered into the WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010;
Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following Software Firmware Updates Proposal 13-401 — (included as Attachment #1).
Scope: Update the [[**REDACTED**]].
Price: The [[**REDACTED**]] for this modification is $22,000.00 dollars .
Period of Performance: Generation of upgraded software and documentation - 14 weeks after ATP
Payment Milestone:
Payment Milestones #163 — Firmware upload Source Code Delivered, is hereby added via this Modification #27.
SUMMARY
The value for this Modification #27 is outlined in the following table:
Change # |
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Change Description |
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$ |
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027 |
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Command Generation Tool Update |
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$ |
22,000.00 |
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TOTAL |
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$ |
22,000.00 |
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DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Contract Value Summary
Previous Contract Value |
|
$ |
170,237,060.00 |
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Command Generation Tool Update |
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$ |
22,000.00 |
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New Contract Value |
|
$ |
170,259,060.00 |
|
Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.
This Modification No. 27 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective as of the last date executed below.
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DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Attachment 1
ITT Space Systems, LLC. Revised Proposal 13-401 — Software Firmware Updates
DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
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[[**REDACTED**]] |
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ITT Space Systems, LLC |
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Xxxxxxxxx, Xxx Xxxx 00000 |
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[[**REDACTED**]] |
December 16, 2013
Sent via sharepoint to:
[[**REDACTED**]]
Subject: Proposal 3-401-Software Firmware Updates
Dear [[**REDACTED**]]:
ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit this [[**REDACTED**]] estimate in response to your request to update the [[**REDACTED**]] firmware per DG proposal 13-401-Firmware Upload Software Tool Development.
CONTRACT TYPE:
[[**REDACTED**]]: $22,000
BASELINE STATEMENT OF WORK: Program Management
Work to Complete: This task covers project management oversight, customer communications, Quality reviews, and support [[**REDACTED**]].
Develop & [[**REDACTED**]]
Work to complete: Update the [[**REDACTED**]].
DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Firmware Upload Tool Documentation Update
Work to complete: Update all software tool release notes and user guides.
[[**REDACTED**]]
PERIOD OF PERFORMANCE
Generation of upgraded software and documentation - 14 weeks after ATP
INVOICING/BILLING:
This activity will result in one (1) milestone payment depending on baseline option selected.
Firmware Upgrade Only
#159-Firmware Upload tool [[**REDACTED**]] - $22,000
Payment terms are net 30 days from the date of the invoice. A 2% per month charge shall be applied to any payment s for any past due balance carried beyond 30 calendar days.
The Terms and Conditions are in accordance with the prime contract #60151.
[[**REDACTED**]]
lTT Space Systems, LLC appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel free to contact me directly.
Regards,
[[**REDACTED**]]
ITT Space Systems, LLC
[[**REDACTED**]]
DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Modification No. 28
To the
WorldView3 Instrument Purchase Agreement #60151
This Modification No. 28 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 0000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000; and ITT Space Systems, LLC., a subsidiary of Exelis, Inc. a Delaware corporation with its principal offices located at 400 Initiative Drive„ Xxxxxxxxx, Xxx Xxxx, 00000-0000 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and “Parties” means DigitalGlobe and Contractor.
WHEREAS, DigitalGlobe and Contractor entered into the WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010;
Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following Specification Revision # 9 (Title page (including document # and release date) and change pages included as attachment 1).
Scope: Specification Rev. 9 is a cleanup of the specification which includes some previous TBD’s, TBR’s, and minor clarification wording changes.
Price: There is no cost associated with this revision.
Period of Performance: This revision will become effective when signed by both companies.
Payment Milestone: None
SUMMARY
The value for this Modification #28 is outlined in the following table:
Change # |
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Change Description |
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$ |
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028 |
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Specification Revision #9 |
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0.00 |
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TOTAL |
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$ |
0.00 |
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DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Contract value Summary
Previous Contract Value |
|
$ |
170,259,060.00 |
|
Command Generation Tool Update |
|
$ |
0.00 |
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New Contract Value |
|
$ |
170,259,060.00 |
|
Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.
This Modification No. 28 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective as of the last date executed below.
Contractor |
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[[**REDACTED**]] |
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/s/ Xxxxx Xxxx |
Signature |
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Signature |
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[[**REDACTED**]] |
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Xxxxx Xxxx |
Name |
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Name |
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[[**REDACTED**]] |
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VP, SPACE SYSTEMS |
Title |
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Title |
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[[**REDACTED**]] |
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1/27/2014 |
Date |
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Date |
DigitalGlobe Proprietary and Confidential
Use or disclosure of data is subject to the restriction on the title page of this document.
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
WV-3 Instrument Spec | |
Document Number 10329742 | |
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Attachment 1
WV3 Instrument Specification Revision 9 – Title and Change pages
See Next Page