Confidential treatment has been requested for portions of this contract. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [***]. A complete version of this contract
has been filed separately with the Securities and Exchange Commission.
Exhibit 10.53
AMENDED AND RESTATED
MAY 2003 AMENDMENT
TO THE
SATELLITE PURCHASE CONTRACT FOR IN-ORBIT DELIVERY
BETWEEN
XM SATELLITE RADIO INC.,
XM SATELLITE RADIO HOLDINGS INC.
and
BOEING SATELLITE SYSTEMS
INTERNATIONAL, INC.
CONTRACT NUMBER L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
AMENDED AND RESTATED
MAY 2003 AMENDMENT
TO THE
SATELLITE PURCHASE CONTRACT FOR IN-ORBIT DELIVERY
This Amended and Restated May 2003 Amendment to the Satellite Purchase Contract
for In-Orbit Delivery effective March 23, 1998 as amended, assigned, restated,
superseded and/or supplemented from time to time and in effect through and
including the date hereof (the "Contract") is made as of May 22, 2003 by and
between XM Satellite Radio Inc. and XM Satellite Radio Holdings Inc., Delaware
corporations with their principal offices located at 0000 Xxxxxxxxx Xxxxx, X.X.
Washington DC 20002 (hereinafter referred to together as "Customer" or "XM") and
Boeing Satellite Systems International, Inc., a Delaware corporation with its
principal offices located at 0000 X. Xxxxxxxx Xxxxxxx, Xx Xxxxxxx, Xxxxxxxxxx
00000 (hereinafter "Contractor" or "BSSI"). Capitalized terms used but not
otherwise defined in this Amended and Restated May 2003 Amendment shall have the
respective meanings as set forth in the Contract.
WHEREAS, the Parties entered into and executed the Contract, which Contract
provides for the procurement by Customer (or its subsidiaries) from Contractor
of three (3) Boeing 702 Satellites, two (2) of which (XM-1 and XM-2) have been
delivered in-orbit and one (1) of which (XM-3) was originally being constructed
as a ground spare, together with related items, services and activities;
WHEREAS, in December 2001, the Contract, as it relates to the Ground Spare
Satellite Bus, was assigned by XM Satellite Radio Inc. to XM Satellite Radio
Holdings;
WHEREAS, in December 2001, Customer and Contractor entered into certain
arrangements (the "December Amendment") relating to the completion and launch of
the Ground Spare Satellite;
WHEREAS, Customer and Contractor entered into the May 2003 Amendment to amend
certain provisions of the Contract to provide for basic additional terms
concerning the aforementioned completion and launch of the Ground Spare
Satellite and [***] as are more fully set forth and restated herein;
WHEREAS, this document (the "Amended and Restated May 2003 Amendment") amends
and restates the May 2003 Amendment to amend certain provisions of the Contract
to provide for conformity with the Contract, including the December Amendment;
NOW, THEREFORE, in consideration of the mutual benefits to be derived, the
Parties hereto agree that the Contract is amended as follows:
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 1 Contract L0634
1. Amendment of Article 1.1.
Article 1.1 is hereby amended as follows:
The definition of "Ground Spare Satellite" as identified in paragraph (ww)
shall be deleted in its entirety and replaced with the following:
"The "Ground Spare Satellite" shall refer to the satellite originally
purchased by Customer for on-ground Delivery and that now shall be Launched
and Delivered in-orbit in accordance with the provisions of this Contract.
The Ground Spare Satellite shall also be referred to herein as "XM-3", the
"third Satellite" and "replacement satellite".
In paragraph (lll) "Launch and In-Orbit Insurance" or "Launch Insurance",
the phrase "of XM-1 and XM-2, respectively, or at least one (1) year after
the date of Launch of XM-3" shall be added after the phrase "or five (5)
years after the date of Launch".
In paragraph (rrr) "Launch Vehicle", the word "either" in the second line
shall be replaced with "any", and the phrase "either or both Satellites"
shall be replaced with "XM-1 and/or XM-2".
In paragraph (yyy) "Major Calendar Payment", the phrase "each Satellite"
shall be replaced with "XM-1 and XM-2".
In paragraph (nnn) "Launch Period", the phrase "and the three-month period
from October 15, 2004 through January 15, 2005, with respect to the third
Satellite" shall be added after the phrase "with respect to the second
satellite".
2. Amendment of Article 28 (Launch Services).
(a) The first sentence of Article 28(f) is hereby deleted in its entirety
and replaced with the following:
"(f) Contractor shall provide Launch Services for Launch of XM-3, as a
replacement satellite, to the orbital location specified in Table 7.1,
on the Sea Launch 6000kg Launch Vehicle during the three month Launch
Period commencing no later than October 15, 2004, as set forth below:"
(b) Article 28(f)(1) is hereby deleted in its entirety and replaced with
the following:
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 2 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
"(f)(1) Customer hereby directs Contractor to schedule, and enter into
a Launch Agreement for the same, the Launch of XM-3 to occur during
the three month Launch Period commencing no later than October 15,
2004. The price for said Sea Launch Launch Services for the Launch
Period beginning October 15, 2004 shall be $[***] and the price for
transportation to the launch site, Sea Launch Launch Campaign, Mission
Support Services and LEOP for the XM-3 Satellite shall be [***]
(notwithstanding Article 30.4, where the price stated therein shall
not apply to XM-3)."
(c) The paragraph following Table 28.2 in Article 28(f)(3) is hereby
deleted in its entirety and replaced with the following:
"Payment terms for the [***] for transportation to the launch site,
Sea Launch Launch Campaign, Mission Support Services and LEOP for XM-3
shall be as follows: Customer shall pay Contractor in full each
Milestone Payment set forth below within [***] after delivery, in
accordance with the procedures and upon satisfaction of the conditions
set forth in Article 5.1 (Requests for Payment and Invoices), of a
Request for Payment, accompanied by a certificate in the form of Annex
1 to Attachment A hereto, by wire transfer to Contractor's bank
account specified in Article 5.2.
----------------------------------------------------------------------
Payment Milestone
----------------------------------------------------------------------
[***] [***]
----------------------------------------------------------------------
[***] [***]
----------------------------------------------------------------------
[***] [***]
----------------------------------------------------------------------
With regard to the Sea Launch payment terms set forth in Table 28.2,
Contractor agrees to defer such payments as follows: Customer shall
pay [***]% of each payment amount stated in Table 28.2 when due [***]
(see Exhibit G-2 Revision E for Schedule of Payments and Interest,
totaling $[***]). For avoidance of doubt, (1) the Sea Launch payment
terms set forth in Table 28.2 shall apply to the Launch Services price
set forth in Article 28(f)(1) as follows: the amount due on any given
payment date [***] shall be the percentage of the Sea Launch Price set
forth in the middle column of such table multiplied by $[***] and (2)
XM shall have the right to prepay any [***] amounts at any time with
no penalty; [***]."
3. Amendment of Table 7.1; Clarification of Delivery Date of XM-3. Customer
and Contractor confirm that XM-3 shall be Available for Shipment on October
15, 2004 and shall be Launched during a Launch Period commencing no later
than October 15,
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 3 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
2004. Accordingly, row 7 of Table 7.1 is deleted in its entirety and
replaced with the following:
------------------------------------------------------------------------------------------
7A 3rd Satellite, No later than [***] As specified in Exhibit B
Transportation to Launch (SOW). XM-3 shall be
Site, Launch Campaign, delivered to an orbital slot
Launch Services and LEOP within +-10 DEG. of
(3rd Satellite to Initial XM-1.*
Handover)
------------------------------------------------------------------------------------------
7B Pre-Eclipse Test Report [***] following completion Customer's Facilities
with respect to XM-3 of In-Orbit Testing
------------------------------------------------------------------------------------------
7C Post-Eclipse Test Report [***] following the end of Customer's Facilities
with respect to XM-3 the first full eclipse
period after Launch
------------------------------------------------------------------------------------------
* XM-3 orbital location to be subsequently modified upon agreement to scope of
collocation effort.
4. Certain Modifications to and Capabilities of XM-3. (a) Contractor confirms
and Customer understands that prior to Launch, XM-3 shall be modified, at
no additional cost, from the XM-1 and XM-2 baseline as follows: [***].
Contractor will confirm in writing prior to Launch (at the Shipment
Readiness Review) that there are no Defects in XM-3 (taking into account
waivers mutually agreed for XM-3 by the Parties in writing) and that any
Defects in any Contractor manufactured satellite (either in-orbit or on
ground) that may be applicable to XM-3 have been corrected on XM-3.
(b) Contractor confirms that XM-3 shall have at least [***] power margin at
EOL as specified in Section 6.3 of Exhibit A, Spacecraft Performance
Specifications; such [***] EOL power margin shall not include solar array
tilt.
5. Pricing and Certain Adjustments. The price for XM-3 set forth in Article
4.1 shall be adjusted as set forth below:
(a) The price of XM-3 shall be reduced by [***], reflecting that XM-3 is a
replacement satellite.
(b) Article 12.5 is deleted in its entirety and is replaced with the
following:
"Existing XM-3 Incentive Amounts set forth in Exhibit G-2 Revision D (i.e.,
the version of Exhibit G-2 in effect and applicable prior to the Amended
and Restated May 2003 Amendment) [***]; however, Incentive Amounts not
earned on XM-1 and XM-2 shall rollover to XM-3 on [***] and shall be earned
and paid in equal quarterly
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 4 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
installments over the fifteen (15) year Orbital Design Life of XM-3.
Earning and payment of such rolled-over Incentive Amounts shall be in
accordance with Article 12.3, and provided XM-3 is performing at the Target
EIRP Levels per Station set forth in Attachment 1 hereto, together with
interest on such Incentive Amounts calculated in accordance with Article
12.6(b) and as illustrated in Exhibit G-2 Revision E (with the actual
amount to be rolled over to be determined on [***] under the criteria
described herein)."
(c) The Price of XM-3 shall be increased by [***] and the Statement of Work
shall be adjusted to incorporate Contractor construction and installation
of the Optimized Antennas (in lieu of the Baseline Antennas currently
installed); the Optimized Antennas shall have the same technical
performance and configuration as the antennas originally installed on XM
Roll (XM-1 located at 85o West); the payment schedule for this [***] shall
be as follows: [***] within [***] of the Effective Date of this Amendment;
[***]; [***]; [***]; and [***]. Customer shall pay Contractor in full each
payment set forth above within [***] after delivery, in accordance with the
procedures and upon satisfaction of the conditions set forth in Article 5.1
(Requests for Payment and Invoices), of a Request for Payment, accompanied
by a certificate in the form of Annex 1 to Attachment A hereto, by wire
transfer to Contractor's bank account specified in Article 5.2.
(d) The price of XM-3 shall be increased by [***] in consideration for
Contractor commitments under this Amendment, including [***] payment of
this [***] shall be made at [***]. Customer shall pay Contractor the
payment set forth above within [***] after delivery, in accordance with the
procedures and upon satisfaction of the conditions set forth in Article 5.1
(Requests for Payment and Invoices), of a Request for Payment, accompanied
by a certificate in the form of Annex 1 to Attachment A hereto, by wire
transfer to Contractor's bank account specified in Article 5.2.
(e) Item 5 of Table 4.1 is hereby amended to reflect the price adjustments
agreed to in paragraphs 2(b), 2(c), 5(a), 5(c) and 5(d), herein.
Accordingly, the Contract Price set forth in Article 4.1 is revised to
be [***].
-----------------------------------------------------------------------
"5 Ground Spare Satellite Completion and Launch Services | $ | [***]
-----------------------------------------------------------------------
Note: For clarification purposes, the portion of the Contract Price stated
in Item 5 does not include [***], nor does it include the XM-1 and XM-2
rollover Incentive Amounts. For further clarification, Item 1 of Table 4.1
includes the XM-1 and XM-2 Incentives Amounts, including Incentive Amounts
to be rolled over to XM-3."
(f) Article 4.1(c)(4), 4.1(c)(5) and 4.1(c)(6) shall be amended to include
the third satellite as follows:
"(4) Launch Campaigns for the first, second and third Satellites;
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 5 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
(5) LEOP for the first, second and third Satellites;
(6) Mission Support Services for the first, second and third
Satellites;"
Note: for clarification purposes, items 1, 2, 3, 7, 8 and 9 set forth in
Article 4.1(c) also apply to the third Satellite.
(g) [***] for XM-3 (or mutually agreed substitutes therefore) are not
included in the above pricing and will be treated as added scope to the
Contract (and BSSI shall be entitled to an equitable adjustment to price
and other affected terms) if it is subsequently determined that such
software and services will be required.
(h) [***] are not included and will be treated as added scope to the
Contract (and BSSI shall be entitled to an equitable adjustment to price
and other affected terms) if it is subsequently determined that such
services will be required.
6. Amendment to Article 12.6(c). Article 12.6(c) shall be deleted in its
entirety and is replaced with the following:
"(c) Notwithstanding Article 12.6(b), the cumulative (i.e., total earned and not
paid) BSSI principal portion of the XM-1 and XM-2 Quarterly Incentive
Payment Amounts earned through [***] in accordance with the provisions of
Article 12.3 shall be payable on the Deferred Payment Date. Customer shall
pay to Contractor interest on earned amounts as set forth in Exhibit G-1
Revision E (calculated at a rate of [***] compounded annually) which shall
be payable quarterly in arrears, all commencing with the Initial Handover
Date of 15 May 2001 for the first Satellite ("XM-Rock") and, all commencing
with the Initial Handover Date of 28 June 2001 for the second Satellite
("XM-Roll") as set forth in Exhibit G-1 Revision E. After [***], Customer
shall pay to Contractor interest on the total BSSI principal portion of
earned XM-1 and XM-2 Quarterly Incentive Payment Amounts (calculated at a
rate of [***] per annum) which shall be payable quarterly in arrears as
illustrated in Exhibit G-1 Revision E.
Prior to [***], the [***] of the Quarterly Incentive Payment Amounts for
XM-1 and XM-2 shall be earned by and paid to Contractor in accordance with
Article 12.3, Article 12.6 and as set forth in Exhibit G-1 Revision E.
After [***], any remaining unearned XM-1 and XM-2 Incentive Amounts (both
[***] and [***] portions) shall roll over and be available to be earned and
paid on XM-3 in accordance with Article 12.5."
7. Amendment to Article 12.7. Article 12.7 is deleted in its entirety and
replaced with:
"Article 12.7 Adjustment of Quarterly Incentive Payment Amounts to Reflect
Actual Satellite Performance.
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 6 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
The Payment Schedules for In-orbit Incentives (also referred to as In-orbit
Performance Incentives and Incentive Amounts) set forth in Exhibits G-1
Revision E (for XM-1 and XM-2) and G-2 Revision E (for XM-3) reflect a case
where XM-1 and XM-2 earn their In-orbit Incentives through [***] and where
XM-3 is in operation by that date and earns its In-orbit Incentives
throughout its fifteen (15) year Orbital Design Life. Contractor and
Customer agree that the Quarterly Incentive Payment Amounts, including
related Quarterly Finance Charges in those Exhibits, shall be adjusted, as
appropriate, to reflect the In-Orbit Incentives actually earned by XM-1,
XM-2 and XM-3 under the provisions of the Contract, including the Amended
and Restated May 2003 Amendment. For example, if XM-1 and XM-2 cease
earning In-orbit Incentives prior to [***], the unearned In-orbit Incentive
Amounts will not be paid on XM-1 and XM-2 and such amounts not paid will be
added to the total In-orbit Incentive "pool" available for earning by
XM-3."
8. XM-3 Insurance Matters. Customer shall obtain Launch and in-orbit insurance
for XM-3. [***]
9. Amendment of Article 10.1(c). Article 10.1(c) is hereby amended by revising
the first part of the first sentence to read as follows: "In the event
Contractor fails to Deliver XM-3 on or before the [***] following its
Delivery Date specified in Article 7.1 (i.e., [***]) (the "XM-3 Grace
Period Expiration Date"), Contractor agrees to pay Customer with respect to
such XM-3 Satellite as Liquidated Damages, and not as a penalty, the
following amounts for the period beginning on the first Calendar Day
following the XM-3 Grace Period Expiration Date and continuing for a period
thereafter not to exceed [***] (the "XM-3 Damages Period"):"
10. Amendment to Article 5.6(b). The phrase "proceed to Launch of a Satellite"
shall be replaced with "ship the Satellite to the Sea Launch launch
processing facility pursuant to Article 8.2(h) hereof" to ensure parity
with Article 28(g).
In addition, the following sentence will be added at the end of Article
5.6(b):
"Notwithstanding Articles 5.6(b) and 28(g), the Parties acknowledge that
certain payments will still be paid subsequent to shipping the Satellite to
the launch processing facility (e.g., the payments due on the Deferred
Payment Date, rolled over Incentive Amounts, payments for certain services,
e.g., LEOP, Mission Support Services)."
11. Amendment to Article 5.1(d). The address specified in Article 5.1(d) shall
be amended as follows:
XM Satellite Radio Inc.
0000 Xxxxxxxxx Xxxxx, XX
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 7 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Washington, DC 20002
Attention: Xxxxxxx Xxxxxxxx, Vice President Terrestrial Network & Business
Operations
With a copy to: Xxxxx xx Xxxxxx, Vice President, Engineering
Xxxxxx X. Xxxxxxxxx, Executive Vice President, General
Counsel & Secretary
12. Amendment to Articles 14.4(c), 14.4(e), 14.4(g) and 14.4(h).
The phrase "delivery date" in the second line of the second paragraph of
Article 14.4(c) shall be substituted with "Available for Shipment".
Article 14.4(c) shall be amended to add the following at the end thereof:
"In the event XM-3 remains in storage after the Deferred Payment Date,
Customer shall pay Contractor for such storage costs incurred after the
Deferred Payment Date on a quarterly in arrears basis commencing on the
Deferred Payment Date."
The third, fourth and fifth paragraphs of Article 14.4(e) (i.e., those
paragraphs added to Article 14.4(e) in the December Amendment) shall be
deleted in their entirety.
The second paragraph (including subparagraphs (i), (ii) and (iii)) of
Article 14.4(g) (i.e., those paragraphs added to Article 14.4(g) in the
December Amendment) shall be deleted in its entirety and shall be replaced
with the following:
"Notwithstanding the foregoing, in the event the Ground Spare Satellite has
been in such storage for [***] following the later of the Available for
Shipment Date or the date the Ground Spare Satellite actually becomes
Available for Shipment, as the case may be, or Customer decides prior to
the end of such [***] period not to Launch such Satellite, the following
shall apply:
(i) Contractor shall be entitled to receive, within [***] after the earlier
of receipt of de-storage notification from Customer or the end of the
[***], all payments due and owing and not otherwise paid to Contractor
pursuant to paragraph (e) above, including any unearned XM-1 and XM-2 roll
over Incentive Amounts, and storage costs that may have been incurred
subsequent to the Deferred Payment Date pursuant to Article 14.4(c), with
the exception of (i) [***] pursuant to Article 5.8 (Payment and Deferred
Financing for the Ground Spare Satellite), (ii) the cumulative BSSI
principal portion of the Quarterly Incentive Payment Amounts pursuant to
Article 12.6(c), and (iii) the storage costs deferred pursuant to Article
14.4(c), all of which are payable on the Deferred Payment Date, and less
all costs not incurred with respect to the Launch Campaign, LEOP, In-Orbit
Testing, and MSS for XM-3; and
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 8 Contract L0634
(ii)Contractor shall promptly Deliver such Satellite, at Customer's
expense, to a storage location specified by Customer in the State of
Florida or the State of Delaware, or in such other location as may be
mutually agreed upon by the Parties. Customer's expenses shall include any
applicable state sales tax for such storage.
(iii) Title to the Ground Spare Satellite shall pass to Customer on the
later of such time that Customer has (x) paid to Contractor the payments
identified in 14.4(g)(i) above, including the payments due on the Deferred
Payment Date, and (y) paid all amounts owing to BCSC in accordance with the
Customer Credit Agreement."
The reference to "Article 8.6" in the second paragraph of Article 14.4(h)
shall be replaced with "Article 8.5(b)(2)".
13. Amendment to Article 32.3(c). The phrase "and Launch Vehicle" is inserted
after the phrase "Ground Spare Satellite".
14. Amendment to Article 34.7 (Notices). The point of contact references in
Article 34.7 shall be amended as follows:
Customer: Attention: Xxxxxx X. Xxxxxxxxx
Executive Vice President, General Counsel
& Secretary
0000 Xxxxxxxxx Xxxxx, X.X.
Washington, DC 20002
Contractor: Attention: Xxxx Xxxx
Director, Commercial/International Business
Bldg W-S12, M/S W341
15. Amendment of Exhibits B, G-1, G-2, and Attachment B. Exhibits B Revision B,
G-1 Revision D and G-2 Revision D (and any related amendments to such
Exhibits prior to this Amended and Restated May 2003 Amendment) of the
Contract shall be amended and restated and superseded in their entirety by
the new exhibits attached hereto, namely Exhibit B Revision C, Exhibit G-1
Revision E and Exhibit G-2 Revision E. No later than seven (7) days
following the execution of this Amended and Restated May 2003 Amendment,
the Parties shall update and finalize Attachment B (Key Personnel) which
shall fully conform to the provisions of this Amended and Restated May 2003
Amendment.
16. Amendment to Article 5.7(c). Article 5.7(c) shall be amended by adding new
subparagraph (5) as follows:
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 9 Contract L0634
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
"(5) with respect to the Launch Vehicle assigned to XM-3, Contractor's
security interest therein shall be released and terminated upon
Contractor's receipt of all payments for said Launch Vehicle, [***]."
17. Amendment to Article 8.6. Article 8.6 is deleted in its entirety and
replaced with
"RESERVED."
18. Entire Agreement; Counterparts. There is no modification to the Contract
except as expressly set forth in this Amended and Restated May 2003
Amendment and all terms, provisions and conditions of the Contract shall be
in full force and effect, provided that any provisions in the Contract that
are inconsistent with this Amended and Restated May 2003 Amendment shall be
construed to be consistent with this Amended and Restated May 2003
Amendment. This Amended and Restated May 2003 Amendment may be executed in
one or more counterparts, which together shall constitute a fully executed
agreement.
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 10 Contract L0634
IN WITNESS WHEREOF, the Parties hereto have executed this Amended and Restated
May 2003 Amendment to the Satellite Purchase Contract No. L0634, effective as of
the date first written above (the "Effective Date").
BOEING SATELLITE SYSTEMS XM SATELLITE RADIO INC.
INTERNATIONAL, INC.
BY: BY:
------------------------------- --------------------------------
Name: Xxxx Xxxx Name:
------------------------------
Title: Director, Comm/Intl Business Title:
-----------------------------
Date: Date:
----------------------------- ------------------------------
XM SATELLITE RADIO HOLDINGS INC.
BY: BY:
------------------------------- --------------------------------
Name: Xxxxxxx Xxxxx Name:
------------------------------
Title: Vice President, Programs Title:
-----------------------------
Date: Date:
----------------------------- ------------------------------
XM SATELLITE RADIO INC., XM SATELLITE RADIO AMENDED & RESTATED MAY 2003
HOLDINGS INC. and BOEING SATELLITE SYSTEMS Amendment
INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY 11 Contract L0634
[LOGO] XM Satellite Radio Inc.
XM Satellite Radio Inc.
================================================================================
Exhibit B rev C
--------------------------------------------------------------------------------
Statement of Work
Last Saved: June 12, 2003
Document Number: XM-TBD-00002
DOCUMENT RELEASE APPROVALS
Approved by Date
Xxxxx xx Xxxxxx
Vice President, Engineering
XM Satellite Radio Inc.
Approved by Date
Xxxxx Xxxx
Program Manager: XM Spacecraft
Revision Log
This log identifies those portions of this document that have been revised since
the original issue and the date of each revision.
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Authorizing
Rev Document Summary of Changes to Previous Version Date Approval
----------------------------------------------------------------------------------------------------------------------------
- Contract Version 3/13/1998
----------------------------------------------------------------------------------------------------------------------------
A Change AMRC to XM Satellite Radio Inc. 7/14/99
Change signature approval block
Change Document number
----------------------------------------------------------------------------------------------------------------------------
B Change to incorporate completion of ground spare 01/15/01
Change to incorporate ground de-scope deleting
hardware
Change to reflect XM choice to have Telesat's
operate of the satellites
Change to incorporate approved CCN 020 for Dynamic
Spacecraft Simulator (DSS)
Change signature block on cover page
----------------------------------------------------------------------------------------------------------------------------
C Change signature block on cover page 06/12/03
Change to reflect completion and delivery of XM 3 in
orbit
Update Tables to reflect completion and delivery of
XM 3 in orbit
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
--------------------------------------------------------------------------------
Table of Contents
Revision Log........................................................................2
Table of Contents...................................................................3
Table of Figures...................................................................11
Table of Tables....................................................................11
1 PURPOSE AND SCOPE...............................................................12
1.1 DOCUMENT ORGANIZATION......................................................12
1.2 DEFINITION OF WORK TO BE PERFORMED.........................................12
1.3 APPLICABLE DOCUMENTS.......................................................13
2 EQUIPMENT, DATA, AND SERVICES...................................................14
2.1 DELIVERABLE EQUIPMENT......................................................14
2.1.1 FLIGHT SPACECRAFT....................................................14
2.1.2 [****]:..............................................................14
2.1.3 [****]...............................................................14
2.1.4 SATELLITE CONTROL SOFTWARE [****]....................................15
2.1.5 DELIVERY SCHEDULE....................................................15
2.2 TEST AND HANDLING EQUIPMENT................................................15
2.3 SHIPPING AND STORAGE CONTAINERS............................................16
2.4 DATA.......................................................................16
2.5 SERVICES...................................................................16
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2.5.1 LAUNCH SERVICES.....................................................16
2.5.1.1 Launch Operations Planning And Coordination....................17
2.5.1.2 Launch Support Documentation...................................17
2.5.1.3 Launch Site Operation Plan.....................................17
2.5.1.4 Launch Site Operations.........................................17
2.5.1.5 XM Launch Participation........................................18
2.5.2 [****]..............................................................18
2.5.3 COMPATIBILITY WITH THE [****].......................................18
2.5.4 LEOP MISSION SERVICES...............................................18
2.5.5 TRAINING............................................................18
2.5.6 RESERVED............................................................19
2.5.7 LAUNCH AND IN-ORBIT INSURANCE.......................................19
2.5.8 MISSION SUPPORT SERVICES............................................19
2.6 DELIVERABLE DATA AND DOCUMENTATION.........................................19
2.7 VISIBILITY OF FAILURES/PROBLEMS ON OTHER PROGRAMS..........................20
3 QUALIFICATION, REVIEWS, AND ANALYSES............................................21
3.1 EQUIPMENT QUALIFICATION....................................................21
3.2 DESIGN REVIEWS.............................................................21
3.2.1 SPACECRAFT PRELIMINARY DESIGN REVIEW (SPDR).........................21
3.2.2 SPACECRAFT CRITICAL DESIGN REVIEW (SCDR)............................22
3.2.3 CONDUCT OF DESIGN REVIEWS...........................................23
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3.2.3.1 Design review board............................................23
3.2.3.2 Design Review Notification.....................................24
3.2.3.3 Data package...................................................24
3.2.3.4 Presentation materials.........................................24
3.2.3.5 Minutes........................................................24
3.2.3.6 Notification of Review Completion..............................24
3.2.4 DESIGN REVIEWS BY SUBCONTRACTORS....................................25
3.3 OTHER REVIEWS..............................................................25
3.3.1 UNIT ACCEPTANCE REVIEWS.............................................25
3.3.2 SYSTEM TEST REVIEWS.................................................25
3.3.3 SHIPMENT READINESS REVIEW (SRR).....................................26
3.3.4 FLIGHT READINESS REVIEWS (FRR)/LAUNCH READINESS REVIEW (LRR)........26
3.3.5 IN-ORBIT ACCEPTANCE TEST REVIEW (IOTR)..............................26
3.3.6 MRR, TRR, AND TRB PARTICIPATION.....................................27
3.4 ANALYSES...................................................................27
3.4.1 GENERAL DESIGN AND PERFORMANCE ANALYSES REQUIREMENTS................27
3.4.2 [****] ANALYSIS.....................................................28
3.4.3 [****] ANALYSIS.....................................................28
3.4.4 [****] ANALYSIS.....................................................28
3.4.5 [****] ANALYSIS.....................................................28
3.4.6 [****] ANALYSIS.....................................................28
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3.4.7 [****] ANALYSIS.....................................................28
3.4.8 [****] ANALYSIS.....................................................29
3.4.9 [****] ANALYSIS.....................................................29
3.4.10 [****] PERFORMANCE..................................................29
3.4.11 [****] ANALYSES.....................................................29
3.4.12 [****] ANALYSIS.....................................................29
3.4.13 [****] ANALYSES.....................................................29
3.4.14 [****] ANALYSIS.....................................................30
3.4.15 [****] ANALYSES.....................................................30
3.4.16 [****] ANALYSIS.....................................................30
3.4.17 [****] ANALYSIS.....................................................30
4 PROGRAM MANAGEMENT REQUIREMENTS.................................................31
4.1 CONTRACTOR MANAGEMENT ORGANIZATION.........................................31
4.2 PROGRAM CONTROL............................................................31
4.3 CONFIGURATION CONTROL......................................................31
4.4 XM MANAGEMENT ORGANIZATION.................................................31
4.5 XM/CONTRACTOR RELATIONS....................................................32
4.6 MEETINGS...................................................................33
4.6.1 CONTRACT KICKOFF MEETING............................................33
4.6.2 INTERIM AND QUARTERLY PROGRESS MEETINGS.............................34
4.6.3 SENIOR MANAGEMENT MEETINGS..........................................34
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4.6.4 REVIEW MEETINGS.....................................................34
4.7 PROGRAM SCHEDULE NETWORKS..................................................35
4.8 PROGRAM MILESTONE PAYMENT STATUS...........................................35
4.8.1 SUBMITTED INVOICES..................................................35
4.8.2 ANTICIPATED INVOICE SUBMITTALS......................................36
4.8.3 MILESTONE PAYMENT STATUS GRAPHS.....................................36
4.8.4 AUDITOR'S CERTIFICATION.............................................36
4.9 MANAGEMENT OF CONTRACT CHANGES.............................................36
4.9.1 PRELIMINARY CHANGE ASSESSMENT.......................................37
4.9.2 CONTRACT CHANGE NOTICE (CCN)........................................37
4.9.3 REVIEW AND APPROVAL OF CONTRACT CHANGE NOTICE.......................38
4.9.4 XXXXXXX AND DEVIATIONS..............................................38
4.9.5 REVIEW AND APPROVAL OF AN RDW.......................................39
5 PRODUCT ASSURANCE REQUIREMENTS..................................................40
6 INFORMATION.....................................................................41
6.1 ACCESS TO INFORMATION......................................................41
6.2 RELEASE OF Command Radio Frequency and AdDress Code INFORMATION............41
7 TRAINING AND OPERATION SUPPORT SERVICES.........................................42
7.1 VERIFICATION OF [****].....................................................42
7.2 TRAINING OF XM OPERATIONS PERSONNEL........................................42
7.3 RESERVED...................................................................42
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8 DATA AND DOCUMENTATION REQUIREMENTS.............................................43
8.1 LANGUAGE...................................................................43
8.2 UNITS AND DIMENSIONS.......................................................43
8.3 NOMENCLATURE, ACRONYMS AND ABBREVIATIONS...................................43
8.4 DOCUMENT REFERENCE/IDENTIFICATION SYSTEM...................................44
8.5 CDRL ITEM DESCRIPTIONS.....................................................44
8.5.1 SPACECRAFT DELIVERY PLAN............................................44
8.5.2 QUARTERLY PROGRAM PROGRESS REPORTS..................................44
8.5.3 DESIGN REVIEW PACKAGE...............................................46
8.5.3.1 Spacecraft preliminary design review data package..............46
8.5.3.2 Critical design review data package............................47
8.5.4 SPACECRAFT VALIDATION PLAN..........................................48
8.5.5 OTHER TEST PLANS....................................................48
8.5.6 SPACECRAFT STORAGE PLAN.............................................48
8.5.7 SPACECRAFT SYSTEMS SUMMARY..........................................49
8.5.8 [****]..............................................................49
8.5.9 SPACECRAFT ASSEMBLY DRAWINGS AND CIRCUIT DIAGRAMS...................49
8.5.10 FLIGHT SOFTWARE/FIRMWARE DOCUMENTATION..............................50
8.5.11 [****]..............................................................50
8.5.11.1 [****] contents................................................50
8.5.11.2 [****] contents................................................50
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8.5.11.3 Submission requirements........................................50
8.5.12 SPACECRAFT OPERATIONS HANDBOOK......................................51
8.5.12.1 [****].........................................................51
8.5.12.2 [****].........................................................51
8.5.12.3 [****].........................................................51
8.5.12.4 [****].........................................................51
8.5.12.5 [****].........................................................51
8.5.13 [****]..............................................................52
8.5.13.1 [****].........................................................52
8.5.13.2 [****].........................................................52
8.5.13.3 Data Documentation and Delivery................................52
8.5.14 ANALYSIS............................................................52
8.6 DETAILED CDRL..............................................................53
8.6.1 SUBMISSION CRITERIA DEFINITIONS:....................................53
8.6.1.1 Approval.......................................................53
8.6.1.2 Review.........................................................53
8.6.1.3 Information....................................................53
APPENDIX 1 TO EXHIBIT B............................................................54
1 [****]..........................................................................55
2 DESIGN REVIEWS..................................................................56
3 TEST REQUIREMENTS...............................................................57
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4 DOCUMENTATION...................................................................58
5 TRAINING........................................................................59
6 WARRANTY........................................................................60
APPENDIX 2 TO EXHIBIT B............................................................61
1 COMMUNICATIONS PAYLOAD SIMULATOR INTRODUCTION...................................62
2 GENERAL DESCRIPTION.............................................................63
3 CONSTRUCTION....................................................................64
4 SYSTEM VERIFICATION.............................................................65
5 WARRANTY........................................................................66
APPENDIX 3 TO EXHIBIT B............................................................67
1 SCOPE...........................................................................68
2 DELIVERABLE EQUIPMENT, SOFTWARE, and SERVICES...................................69
2.1 Satellite Control Software AND GROUND ENCRYPTORS...........................69
2.2 ALIGNMENT OF PRIMARY AND BACKUP FACILITIES.................................70
2.3 Test Equipment and Tools...................................................70
2.4 RESERVED...................................................................70
2.5 Product Assurance Management...............................................70
2.6 Test Program...............................................................70
2.7 Customer furnished equipment and services..................................71
3 SCHEDULE........................................................................72
4 WARRANTY........................................................................73
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Rider B
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Table of Figures
Figure 1: [****]..........................................................62
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Table of Tables
Table 1: Meetings Conducted or Participated in by Contractor..............33
Table 2 [****]......................................................Attached
Table 3: Satellite Control Software.................................Attached
Table 4: [****].....................................................Attached
XM PROPRIETARY EXHIBIT B REV B 11 of 73
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1 PURPOSE AND SCOPE
--------------------------------------------------------------------------------
1.1 DOCUMENT ORGANIZATION
This Exhibit provides the Statement of Work (SOW) for the XM
Spacecraft Contract. Sections 8.5 and 8.6 give the contract data and
documentation requirements. Appendices 1, 2, and 3 describe various
additional work which will be performed under this Contract.
1.2 DEFINITION OF WORK TO BE PERFORMED
This Exhibit defines the work to be performed by the Contractor for
the XM DARS Spacecraft program. This work includes deliverable
equipment, hardware, services and documents. The Contractor shall
complete this work in accordance with the Terms and Conditions of the
Contract and the requirements specified herein.
The Contractor shall be fully responsible for all tasks unless other
wise stated. These tasks shall include the design, development,
fabrication, and testing of two flight spacecraft. These spacecraft
shall be designed, fabricated, and tested in accordance with the
requirements given in Contract Exhibits A, C, D and E. The Contractor
shall provide delivery of two spacecraft in-orbit, including
transportation to the launch site, launch vehicle services (when
launch vehicles are assigned to the program), launch support, Launch
and Early Operations phase (LEOP) maneuvers and deployments, in-orbit
test services, training on the operation of the satellites, , and
mission support services for the life of the satellites.
The Contractor shall also procure long-lead items for a third
spacecraft, and complete the third spacecraft and deliver it to
storage as a ground spare, or launch it to replace a failed
spacecraft.
The Contractor shall provide documentation and data delivered in
accordance with the Contract Data Requirements List (CDRL) given in
section 8.6 DETAILED CDRL.
XM PROPRIETARY EXHIBIT B REV B 12 of 73
The Contractor shall design, manufacture, test, and deliver one
Dynamic Spacecraft Simulator per Appendix 1 to this Exhibit.
The Contractor shall design, manufacture, test and deliver one
Communication Payload Simulator per Appendix 2 this Exhibit.
The Contractor shall deliver, install and test of Spacecraft Control
Software to the primary and back-up spacecraft control facilities and
Ground Encryptors to the Customer's back-up spacecraft control
facility per Appendix 3 to this Exhibit.
1.3 APPLICABLE DOCUMENTS
The following documents shall be applicable to this Statement of Work:
1. Contract Instrument: Terms and Conditions of the Contract.
2. Exhibit A: Spacecraft Performance Specifications
3. Exhibit C: Product Assurance Plan
4. Exhibit D: Test Plan Requirements
5. Exhibit E: Radiation Environment
6. Exhibit F: Long Lead Items
7. Exhibit G: Payment Plan and Termination Liability Amounts
8. Launch vehicle Users manuals and Launch site safety rules
9. ITU Regulation and reference documents
XM PROPRIETARY EXHIBIT B REV B 13 of 73
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2 EQUIPMENT, DATA, AND SERVICES
--------------------------------------------------------------------------------
The Contractor shall provide spacecraft equipment, related services,
and data and documentation as specified in this section.
2.1 DELIVERABLE EQUIPMENT
2.1.1 FLIGHT SPACECRAFT
The Contractor shall deliver three (3) flight Spacecraft meeting the
performance requirements defined in Exhibit A, Spacecraft Performance
Specifications. The Spacecraft shall be designed, manufactured, and
in-plant tested. Two of the Spacecraft, [****] shall be launched,
in-orbit tested, and delivered to their respective Specified Orbital
Positions, fully operational as defined in the Contract. The third
Spacecraft shall be launched to an orbital slot +/-10 DEG. from
85 DEG. West orbital slot*.
* XM 3 orbital location to be modified upon agreement to scope of
collocation effort.
2.1.2 [****]:
The Contractor shall deliver to the Customer's Primary Satellite
Control Center at XM's satellite operator's, Telesat Canada
(hereinafter referred to as "Telesat") facilities in Gloucester,
Canada a Dynamic Spacecraft Simulator in accordance with Appendix 1,
which shall provide software simulation of the spacecraft operating in
geostationary orbit.
2.1.3 [****]
The Contractor shall deliver to XM headquarters a Communications
Payload Simulator in accordance with Appendix 2, which shall provide
simulation of the communications channel performance.
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2.1.4 SATELLITE CONTROL SOFTWARE [****]
The Contractor shall deliver Satellite Control Software to the
Customer's Primary Satellite Conrol Center facilitiy at Telesat and
Backup Satellite Control Center at XM's Headquarters in accordance
with Appendix 3. Each set of equipment shall provide for control of
both XM satellites.
2.1.5 DELIVERY SCHEDULE
The delivery schedule shall be as follows:
----------------------------------------------- ---------------------------------------------------
Item Delivery
----------------------------------------------- ---------------------------------------------------
[****]: In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
[****]: In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
Spare satellite (Option): In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
Dynamic Spacecraft Simulator: In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
Communications Payload Simulator: In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
Satellite Control Software [***] In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
[***] In accordance with the Contract Terms & Conditions
----------------------------------------------- ---------------------------------------------------
2.2 TEST AND HANDLING EQUIPMENT
The Contractor shall provide for, in a timely manner, the necessary
mechanical and electrical ground support equipment required for the
assembly, handling and transportation, test, and launch. Test and
handling equipment to be provided by the Contractor for the
performance of work under the Contract is not deliverable.
XM PROPRIETARY EXHIBIT B REV B 15 of 73
2.3 SHIPPING AND STORAGE CONTAINERS
The Contractor shall make available, as necessary, shipping
containers, which shall protect the spacecraft from damage during
transportation. The Contractor shall make available, if necessary,
storage containers which shall protect the spacecraft from damage
during storage. Such shipping and storage containers shall remain the
property of the Contractor.
2.4 DATA
Documentation and data shall be delivered in accordance with the
Contract Data Requirements List (CDRL) given in section 8.5 and 8.6
herein.
2.5 SERVICES
2.5.1 LAUNCH SERVICES
The Contractor shall acquire the designated launch vehicles and
services that are fully compatible for the first three (3) spacecraft
ordered that meet all of the requirements of the Contract. These
launch services shall include launch site operations planning and
processing, planning, flight operations up to and including spacecraft
separation from the Launch Vehicle and post flight operations. The
Contractor shall transport these three (3) Spacecraft to the
Designated Launch Site, and the transportation shall include loading,
offloading, the use of suitable shipping containers, and transit
insurance.
The Contractor will contract directly with the Designated Launch
Agency for Launch Support Services and will coordinate all matters
relating to launch operations. XM shall be notified of and have access
to all technical discussions and meetings with the Designated Launch
Agency.
The Contractor shall provide the services required for the launch of
three (3) spacecraft throughout the program.
XM PROPRIETARY EXHIBIT B REV B 16 of 73
2.5.1.1 Launch Operations Planning And Coordination
The Contractor shall provide technical support to all Designated
Launch Agency coordination meetings as scheduled by the Designated
Launch Agency, including all necessary supporting documentation and
analyses, and attendance of qualified personnel at all meetings.
Launch operations include launch site (range) operations, Launch
Vehicle integration and flight operations.
2.5.1.2 Launch Support Documentation
The Contractor shall provide all documentation required by the
Designated Launch Agency to support launch site operations, flight
operations, and safety certification, in accordance with the schedules
specified by the Designated Launch Agency. The Contractor shall
provide XM with copies of all technical documentation submitted to the
Designated Launch Agency and provide copies of the technical
documentation issued by the Designated Launch Agency
2.5.1.3 Launch Site Operation Plan
The Contractor shall provide a Launch Site Operations Plan detailing
all activities required at the Designated Launch Site, a test
procedure summary, and schedule. The launch site operations plan shall
also provide a launch team organization/management chart that defines
interfaces and responsibilities. This plan may include the facilities
requirements summary.
2.5.1.4 Launch Site Operations
The Contractor shall provide at the Designated Launch Site, the
necessary personnel, support equipment and supplies, e.g., propellants
and spares, to assemble and check out the flight Spacecraft and
establish its readiness for launch.
The Contractor shall also provide transportation for all Contractor
personnel and equipment to and from the Designated Launch Site, and
accommodation and living expenses for the duration of the launch site
operations
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The Contractor shall provide the level of support required to perform
integration operations in accordance with the standard Launch Vehicle
activity schedule including multi-shift operations as required.
2.5.1.5 XM Launch Participation
XM engineers may participate in the launch campaign and the Contractor
shall make arrangements with the Designated Launch Agency for separate
office accommodations and support for at least five (5) XM personnel.
The Contractor shall arrange with the Designated Launch Agency for
VIPs to attend the launch subject to the limitations of the Designated
Launch Agency.
2.5.2 [****]
The Contractor shall contract for the provision of [****] as needed to
support the launch. The Contractor shall demonstrate the compatibility
of the spacecraft design with this [****].
2.5.3 [****]
The Contractor shall specify, with input from XM, the [****]
2.5.4 LEOP MISSION SERVICES
The Contractor shall perform the Launch and Early Operations phase
(LEOP) maneuvers, deployment of each satellite at its operating orbit
location, and the in-orbit acceptance test (IOT). [****]
The Contractor shall provide a qualified team and facilities for the
conduct of LEOP services.
2.5.5 TRAINING
The Contractor shall verify the [****] provide XM and Telesat with
training for operation of the XM satellites in geosynchronous orbit.
The Contractor shall be responsible for all the necessary training
activities and related operating procedures.
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Training shall be provided for operations staff including engineers
and controllers, and shall cover all systems, documentation, and
procedures. Training shall include Operational Qualification of
engineers and controllers to perform daily operations and anomaly
investigation.
2.5.6 RESERVED
2.5.7 LAUNCH AND IN-ORBIT INSURANCE
All the necessary launch and in-orbit insurance services shall be
procured by XM and shall cover Contractor's operation of the
satellites. The scope of the Contractor effort in this regard shall be
limited to providing the insurance agency with the support
documentation required by the insurer, if any, and support for
meetings with the insurers.
2.5.8 MISSION SUPPORT SERVICES
Beginning with Handover of each XM spacecraft, respectively, and
continuing for a period of at least 15 years, the Contractor shall
provide on-call support to answer questions from XM's satellite
operator, Telesat Canada, regarding the performance of any of the XM
spacecraft, providing that these questions do not require extensive
analysis. The Customer through its satellite operator, Telesat shall
provide [****] for the Contractor to respond to these questions. If
responding to the Customer's or Telesat's questions would require
extensive analysis, the Contractor shall provide an estimate of the
extent of effort required, and the Customer shall either agree to pay
for this additional analysis or shall withdraw the question.
2.6 DELIVERABLE DATA AND DOCUMENTATION
XM shall have access as needed to all non-financial data,
documentation, and information related to the Contract that is
generated under this Contract by the Contractor and Subcontractors
consistent with U.S. Government regulations. Certain specific items of
information shall be produced and formally submitted to XM or to
XM PROPRIETARY EXHIBIT B REV B 19 of 73
Telesat by the Contractor as specified in the CDRL and data item
descriptions given in Section 8.5 and 8.6 herein.
2.7 VISIBILITY OF FAILURES/PROBLEMS ON OTHER PROGRAMS
The Contractor shall provide XM with immediate and full visibility of
all technical/programmatic aspects of failures and problems occurring
at component (piece part), unit, subsystem, or system level on other
programs, on ground or in orbit, that are relevant to the XM
spacecraft, and of associated corrective actions. XM shall keep such
information strictly confidential. The identities of other Customer
programs do not need to be revealed to XM, either directly or by
inference, except with the express permission of the respective
Customers.
XM PROPRIETARY EXHIBIT B REV B 20 of 73
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3 QUALIFICATION, REVIEWS, AND ANALYSES
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3.1 EQUIPMENT QUALIFICATION
Prior to spacecraft delivery for launch, all flight equipment shall be
fully qualified for all space flight environments to which it will be
subjected as defined in Exhibits D and E.
3.2 DESIGN REVIEWS
Preliminary Design Reviews (PDRs) and Critical Design Reviews (CDRs)
shall be conducted at the spacecraft system level. Each design review
shall be comprehensive, critical audit of the design. The design
review program shall not only encompass a thorough review of new
hardware designs and modified designs, but shall also take into
account those existing qualified designs that will result in the
achievement of the XM performance and environmental requirements.
Without relieving the Contractor of its responsibilities for efforts
under the Contract, the XM Project Manager will co-chair system level
design reviews. The Contractor shall provide the logistics for these
reviews, shall make the review presentations, and shall provide
required documentation as described within the CDRL.
The Contractor shall compile and maintain a uniform program listing of
all action items. The status of these action items shall be tracked
through closure.
3.2.1 SPACECRAFT PRELIMINARY DESIGN REVIEW (SPDR)
The purpose of the SPDR is to allow XM and the Contractor to confirm
the baseline concept, configuration, specifications, and preliminary
design of spacecraft system. The design review package shall be
submitted in accordance with the CDRL. XM shall have the right to
approve the review including completion of the review, review meeting
minutes, and Major Action Item responses.
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The SPDR shall comprise a comprehensive review of the requirements for
the spacecraft and their flowdown to the major subsystems,
particularly the communications payload. Also to be covered, shall be
the identification of new items to be developed or items to be
modified in order to meet requirements of the Contract. A comparison
of specified and expected performance for the communications payload
(repeater and antennas) shall be reviewed. An analysis of [****] shall
be presented. A [****] shall be reviewed.
The Contractor shall review and present the requirements on the
spacecraft control equipment (ground segment hardware and software)
and shall describe the operations concept.
3.2.2 SPACECRAFT CRITICAL DESIGN REVIEW (SCDR)
The purpose of the SCDR is to allow XM and the Contractor to confirm
the adequacy of the spacecraft system design, system performance, and
system test plans. XM shall have the right to approve the review
including completion of the review, review meeting minutes, and Major
Action Item responses.
The SCDR shall comprise a comprehensive review of all new designs, and
any major modified existing design. The spacecraft performance shall
be reviewed to verify compliance with contractual design and
performance requirements. Compliance data for existing designs
presented at the SPDR shall not need to be presented at this review.
Compliance shall include a presentation of predicted and measured
performance compared to contractual requirements. [****] shall be
documented.
A preliminary version of the Mission Sequence of Events shall be
presented at the review.
Changes since SPDR and recommendations from product line problem
review teams (if any) related to XM as well as the status of their
implementation on XM spacecraft shall be presented.
XM PROPRIETARY EXHIBIT B REV B 22 of 73
3.2.3 CONDUCT OF DESIGN REVIEWS
3.2.3.1 Design review board
A qualified Contractor Program Systems Engineering Manager shall,
along with the XM Program Manager, co-chair the Design Review Board.
Board members designated by the two co-chairmen shall include
representatives of Program Management, Systems Engineering,
responsible engineering activities, Manufacturing, Product Assurance,
XM representatives, and other technical specialists as required to
provide a comprehensive appraisal of the spacecraft design. However,
XM may elect not to provide representatives to the Design Review
Boards.
The Board shall make recommendations and ask questions. In addition,
XM may submit recommendations and questions.
When a review is scheduled, copies of the design review package shall
be sent to each member of the review team who shall be responsible
for:
Studying the data package carefully prior to the design review
meeting.
Notifying the responsible engineer of major discrepancies or
oversights discovered prior to the meeting.
Attending the meeting fully prepared to discuss the assigned areas of
responsibility.
If required, submitting written recommendations for improving the
design.
All recommendations and questions shall be evaluated by the
Contractor, and responses to all recommendations and questions
submitted shall be provided. Responsibility for action items shall be
assigned and a schedule for completion of such items shall be included
in the design review report.
Recommendations shall be converted into action items jointly by XM and
the Contractor.
XM PROPRIETARY EXHIBIT B REV B 23 of 73
3.2.3.2 Design Review Notification
Transmittal of data packages, including a detailed agenda, to XM and
to the Design Review Board members shall constitute design review
notification. The data packages and agenda shall be received at XM
(ASPO and Headquarters), to Telesat for the ground segment, at least
10 full working days in advance of the scheduled review meeting.
3.2.3.3 Data package
Data packages shall be prepared to support the design review
presentations. The packages for the SPDR and the SCDR shall be
structured to be stand-alone packages. However, detailed material
(e.g., analyses provided as appendices) provided at the SPDR which has
not changed at the SCDR need not be resubmitted. Detailed content
shall comply with the requirements given the CDRL descriptions for
SPDR and SCDR.
3.2.3.4 Presentation materials
Presentation materials used in the design reviews shall be distributed
to the participants immediately before the start of each review.
Presentation materials shall use updated data as applicable, but
differences between the presentation and data packages shall be noted.
3.2.3.5 Minutes
Minutes shall include a list of attendees, Major Action items and
other action items with and closure dates and assignments. Minutes
shall be distributed to XM and all attendees within 5 working days
after the meeting.
3.2.3.6 Notification of Review Completion
A written response to design review recommendations and action items
approved by the Design Review Chairman and the Program Manager shall
constitute design review closeout. Each design review report shall be
signed by the Design Review Board Co-Chairpersons and the Contractor
Program Manager to signify concurrence
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with Major Action Items. Action items that affect performance or
testing of the hardware shall be closed out prior to the start of
protoflight testing.
3.2.4 DESIGN REVIEWS BY SUBCONTRACTORS
XM shall be invited to attend subcontractor design reviews for
subcontracted equipment of a new and/or modified design. These
subcontractor design reviews may be scheduled as a session of the
system design review meetings at the Contractor's facilities or
separately. This requirement shall not be imposed for existing design
("product line") equipment.
3.3 OTHER REVIEWS
The Contractor shall conduct other reviews as outlined in this
section. Notification of an upcoming review and all documentation
pertinent to the review shall be submitted to XM at least 10 working
days prior to the review, unless provided otherwise in the Contract
Terms and Conditions. Cognizant Contractor Engineering and management
representatives shall attend review meetings. XM shall have the right
to participate in all these reviews.
3.3.1 UNIT ACCEPTANCE REVIEWS
The Contractor shall review the test data of all units prior to their
being installed on the spacecraft. These unit reviews shall include
failure report closures. Unit test data shall be made available for
review by XM. However, such unit test data shall not be deliverable to
XM. XM representatives shall have the right to participate in these
reviews but may elect not to participate.
3.3.2 SYSTEM TEST REVIEWS
Detailed test data reviews shall be held during the conduct of the
system level test program, with participation by System Test, System
Engineering, and XM representatives. The purpose of these reviews
shall be to assure test data validity in a near real-time manner.
There shall be pre-test and post-test reviews for each of the
following test phases: [****].
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The pre-test reviews shall be held prior to each major test phase.
These reviews shall verify test readiness.
The post-test phase reviews shall be held immediately at the
completion of each major test These reviews, conducted by Systems
Engineering and Systems Test, will include a brief data overview, an
anomaly list including cause and corrective action status, and open
issues, if appropriate. The test phase review shall serve to assure
that the appropriate [****] has been completed and that spacecraft
status is understood prior to leaving a test facility or major
configuration.
3.3.3 SHIPMENT READINESS REVIEW (SRR)
This review shall be conducted at the completion of spacecraft ground
acceptance testing and shall cover hardware status, test data,
deviations, and waivers to performance specifications, and status of
all other CDRL items. The review shall also include mission operation
readiness and launch campaign planning.
3.3.4 FLIGHT READINESS REVIEWS (FRR)/LAUNCH READINESS REVIEW (LRR)
The Contractor, upon completion of launch site functional testing
shall conduct a satellite flight readiness review at the launch site.
The review shall cover the flight readiness of all spacecraft
subsystems and launch mission plans, and the launch agency readiness.
A mission facilities readiness review shall be conducted at the
Contractor plant. It shall address the readiness of the satellite
mission control equipment, including the [****].
The Contractor shall support any required Launch Readiness Review in
order to demonstrate that the spacecraft meets launch vehicle
Contractor requirements for launch.
3.3.5 IN-ORBIT ACCEPTANCE TEST REVIEW (IOTR)
At the completion of the spacecraft in-orbit testing, a spacecraft
acceptance review shall be conducted by the Contractor where hardware
status, in-orbit test data,
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anomalies, and comparison with predicted performance shall be formally
presented for transfer of ownership of the spacecraft to XM.
3.3.6 MRR, TRR, AND TRB PARTICIPATION
XM shall have the right to participate to all the Manufacturing
Readiness Review (MRR), Test Readiness Review (TRR), and Test Review
Board (TRB) organized for B, C, D, and E category equipment (as
defined in Exhibit D) per Exhibit C.
3.4 ANALYSES
The Contractor shall perform any analyses deemed necessary to
demonstrate compliance with Contract requirements or to substantiate
the integrity of the spacecraft delivered under this Contract. All
analyses shall be consistent with requirements of other applicable
Contract exhibits.
The Contractor may use, where relevant, results of valid and
applicable analyses already performed for similar spacecraft or
equipment and properly updated for this Contract. The Contractor's
existing valid, and applicable computer/mathematical models and
analytical/design tools used for similar spacecraft or equipment may
also be used to perform the analyses defined herein.
3.4.1 GENERAL DESIGN AND PERFORMANCE ANALYSES REQUIREMENTS
The Contractor shall perform all design, analytical test, and other
efforts necessary to demonstrate that the spacecraft complies with the
requirements of Exhibit A; that physical parameters are properly
understood, managed, and accounted for; and that the spacecraft design
is technically sound taking into account all earth and space flight
environments to which the spacecraft or any of its component elements
potentially can be exposed. These efforts shall consider all relevant
functional, performance, interface, and environmental requirements, as
well as interactions between the analyses and the test verifications
of Exhibit D shall be taken into account. The format and submittal of
analyses and studies shall be in accordance with the CDRL.
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3.4.2 [****] ANALYSIS
The Contractor shall perform a [****] analysis which shall include a
detailed listing of the [****]. The analysis shall address the [****]
and included in the Mission Analysis.
3.4.3 [****] ANALYSIS
A [****] analysis shall be performed and shall consider all critical
phases of spacecraft life including, at least, [****]. The analysis
shall also address the [****].
3.4.4 [****] ANALYSIS
An analysis shall be performed for the various [****]. This analysis
shall include the [****]. The analysis shall address the [****] shall
be performed.
3.4.5 [****] ANALYSIS
The Contractor shall perform an [****] analysis, taking into account
[****]. Analyses shall be based on [****].
3.4.6 [****] ANALYSIS
The Contractor shall analyze the [****] of the spacecraft for all
phases of the mission. The analysis shall be based on each required
launch vehicle's performance [****] and shall take into account all
significant factors.
The Contractor shall provide details of the [****] shall be provided.
3.4.7 [****] ANALYSIS
A [****] analysis shall be provided which shall [****]. The [****]
analysis shall take into account variables available to the Contractor
and shall include the [****].
The analysis shall also include but not be limited to:
1. [****]
[****]
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[****]
[****]
Based on the [****] analyses, the Contractor shall provide the [****].
3.4.8 [****] ANALYSIS
The Contractor shall demonstrate by analysis that the [****].
3.4.9 [****] ANALYSIS
An analysis shall be performed which shall demonstrate that the
spacecraft design:
[****]
3.4.10 [****] PERFORMANCE
The Contractor shall analyze the performance of the [****]:
[****]
3.4.11 [****] ANALYSES
The Contractor shall perform all analyses necessary to verify [****].
3.4.12 [****] ANALYSIS
An analysis and simulation of the [****] shall be performed. This
analysis shall demonstrate that the [****]. The analysis shall
identify all [****] shall be performed to show that the [****] during
all phases of the mission.
3.4.13 [****] ANALYSES
A complete and comprehensive [****] analysis shall be performed in
which all [****].
The Contractor shall provide to the launch agency [****] with
supporting documentation as needed for [****].
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3.4.14 [****] ANALYSIS
Analyses of the [****] are investigated. All [****] used in these
analyses shall be [****] unless otherwise agreed to by XM. [****]
The following shall be included in the [****] analyses:
[****]
3.4.15 [****] ANALYSES
All [****] shall be analyzed. Analyses shall include:
[****]
3.4.16 [****] Analysis
The Contractor shall perform an [****] analysis.
3.4.17 [****] Analysis
The Contractor shall perform an analysis of [****].
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4 PROGRAM MANAGEMENT REQUIREMENTS
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4.1 CONTRACTOR MANAGEMENT ORGANIZATION
The Contractor shall ensure that the personnel and facilities
necessary for the performance of the Contract are assigned and made
available at the time and places necessary to meet the performance and
schedule established by this Contract.
4.2 PROGRAM CONTROL
The Contractor shall establish and apply a program control system that
provides for monitoring of all program activities and clearly
identifies all milestones, completion and delivery dates, design
reviews, and critical paths. This system shall cover the total period
from the Effective Date of Contract (EDC) to the completion of the XM
1/XM 2/ XM 3 in orbit test activities.
4.3 CONFIGURATION CONTROL
The configuration control plan shall be provided
4.4 XM MANAGEMENT ORGANIZATION
The XM Spacecraft Program Office (ASPO), will be the primary technical
point of contact between the Contractor and XM for technical
management of this Contract. Telesat will be the primary point of
contact for operation of the satellites.
XM shall designate a Spacecraft Program Manager who will be
responsible for ensuring that all technical and programmatic
requirements of the spacecraft program are satisfied and will have the
authority (and may delegate authority) to approve for XM on Design
Review Boards on which XM is a member and on technical and related
programmatic documentation matters.
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An XM Contracts Officer will be identified who is responsible for
conducting Contract negotiations, Contract administration, and all
modifications to the spacecraft program (including waivers,
deviations, and Contract Change Notices).
4.5 XM/CONTRACTOR RELATIONS
At Contract award, the Contractor shall obtain promptly the government
approvals required to provide access to XM personnel to non-financial
information relating to the Contract. This access shall be consistent
with United States Government regulations governing access to
technical data. In addition to formal contact and communication
between XM and the Contractor, the Contractor's Program Management
Office (CPMO) shall arrange for cooperative, open, and unimpeded
informal contact and communication between ASPO personnel and their
counterparts in the Contractor's organization. Technical facilities,
data, and information used by the Contractor for the program shall be
open to inspection and evaluation by XM representatives at all
reasonable times and subject to the regulations noted above. XM shall
have access by use of permanent badges to all involved facilities and
all work in process and to technical and status reviews. The
Contractor shall provide XM with immediate and full visibility of all
technical/programmatic aspects of failures and problems occurring at
component (piece part), unit, subsystem, or system level and of
associated corrective actions. All relevant system level test data
shall be available for XM to review at any time after the data is
taken.
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4.6 MEETINGS
Table 1: Meetings Conducted or Participated in by Contractor
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Meeting Date or Frequency Place
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Contract Kickoff Meeting [****] Contractor's facility
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Interim Progress Meeting [****] Contractor's facility
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Quarterly Progress Meeting [****] Contractor's facility
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Senior Management Meetings [****] Contractor's facility
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Progress Meeting with Major [****] SubContractor facilities
SubContractors (for new and
modified design equipment)
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Unit Acceptance Reviews [****] Contractor's/subContractors
facilities as appropriate
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Design Review Meetings [****] Contractor's/subContractors
facilities as appropriate
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Shipment Readiness Review [****] Contractor's facility
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Flight Readiness Review [****] Launch site
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Launch and Mission Readiness Review [****] As appropriate
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Meetings with launch [****] As appropriate
services agency
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Opportunity Meetings [****] As appropriate
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In-orbit Acceptance [****] Contractor facility
Test Review
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4.6.1 Contract kickoff meeting
Within [****] after the effective Date of Contract, the Contractor
shall conduct a contract kickoff meeting. The purpose of this meeting
is to confirm the spacecraft technical definition and configuration
and program requirements subsequent to contract negotiations. An
additional purpose is to discuss and define the details of
implementing cooperative working procedures and arrangements between
ASPO and the Contractor. The topics shall include the following:
1. Formal communication requirements and formats;
2. Contractor's organizational charts with specific names of all key
individuals;
3. Arrangements for ASPO access to facilities, documentation, work
in progress, and informal, technical discussions;
4. The Contractor team organization
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5. System/subsystem-level budgets reflecting the performance
commitments and predictions provided by the Contractor prior to
contract award and demonstrating the ability of the proposed
design to meet all Exhibit A performance requirements; and
6. System and subsystem-level schedules.
4.6.2 INTERIM AND QUARTERLY PROGRESS MEETINGS
The Contractor shall organize and conduct, under the chairmanship of a
Program Management Office (PMO) member, regular technical and program
meetings at which XM representatives (and Telesat, as necessary) will
participate. The purpose of these meetings shall be to review overall
program status, schedules, planning, major technical problem areas,
and any contractual/financial issues and any proposed Contract
changes, and to discuss and mutually agree upon appropriate courses of
action for maintaining the integrity of the program. The Interim
progress meetings shall normally be less formal than the Quarterly
progress meetings.
4.6.3 SENIOR MANAGEMENT MEETINGS
Senior Management Meetings shall be conducted at [****] intervals
between the Contractor and XM senior management to discuss the
Contractor's progress and related matters. The venue of these meetings
shall normally be the Contractor's facilities.
The ASPO Program Manager and the PMO Program Manager may jointly
prepare the presentation for this meeting based on the agenda
identified by the senior management staffs of both organizations.
4.6.4 REVIEW MEETINGS
The Contractor shall conduct reviews as specified in Section 3 of this
Exhibit. The Contractor shall be responsible for the reviews.
The PMO shall be responsible for ensuring the timely completion of
Action Items and for tracking and reporting their status. A review
shall be considered conducted when
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the review chairperson issued the minutes and XM has reviewed the
minutes. At the conclusion of the review, a set of Major Action Items
will be mutually agreed to. A review shall not be considered completed
until after all Major Action Items taken at the review meeting have
been closed and the Notification of Review Completion has been
approved by XM. Design Review Action Items may be closed to later
phase actions and/or plans (e.g. during test) at the mutual agreement
of the Contractor and Customer. Review Minutes, Action Item Responses,
and Notification of Review of Completion submittals shall be in
accordance with the CDRL.
4.7 PROGRAM SCHEDULE NETWORKS
The Contractor shall conduct program schedule monitoring and analysis
in accordance with the Contractor's standard practices and procedures.
The Contractor shall provide XM with program activity networks and
schedule charts from those schedule activities to assist in the
forecasting of and preparation for critical program events (reviews
and quarterly program meetings), as well as for progress evaluation.
4.8 PROGRAM MILESTONE PAYMENT STATUS
The Contractor shall monitor and present to XM in the Quarterly
Progress Reports, tables and graphs of the actual and anticipated
invoice submittals of contract payment milestones as described below:
4.8.1 SUBMITTED INVOICES
1. Milestone identification number
2. Milestone description
3. Value
4. Amount approved
5. Invoice date
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4.8.2 ANTICIPATED INVOICE SUBMITTALS
The Contractor shall present a table of anticipated milestone invoice
submittals for a period of one year from the month of issue of the
table. The table shall contain at least the following columns:
1. Milestone identification number;
2. Milestone description;
3. Value;
4. Anticipated (realistic) invoice date as shown on current program
schedule.
4.8.3 MILESTONE PAYMENT STATUS GRAPHS
The Contractor shall present a graph of cumulative milestone values
over the entire program duration, indicating the Milestone Payment
Plan amounts, and the cumulative amounts approved to dates.
4.8.4 AUDITOR'S CERTIFICATION
The Contractor shall have its CFO certify to XM annually that no
improper payment has been made to any XM official in connection with
this Contract. Social functions and providing key XM officials with a
desktop mock-up of the XM spacecraft shall be considered an acceptable
courtesy.
4.9 MANAGEMENT OF CONTRACT CHANGES
The Contractor shall establish and maintain a system for managing the
following types of changes to the XM Contract:
1. Change to Technical Requirements
2. Change to the Scope of Work (additions or deletions); and
3. Change to the Delivery Requirements (schedule).
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4.9.1 PRELIMINARY CHANGE ASSESSMENT
As an answer to an XM draft change request, prior to formal request
for change, the Contractor shall provide to XM a preliminary change
assessment, which includes the following:
1. A brief description of the change;
2. rough order of magnitude (ROM) of the cost impact of the change;
3. estimated schedule impact; and
4. other special programmatic considerations, including time
required for a response. XM will evaluate the preliminary change
assessment and advise the Contractor whether to proceed with a
detailed proposal.
4.9.2 CONTRACT CHANGE NOTICE (CCN)
Any contract change raised by the Contractor, either on its own
initiative or at XM's request, shall be submitted to XM for approval
in a timely manner in accordance with the Contract. A Contract Change
Notice form shall be used which shall include the following
information:
1. A unique reference number;
2. Date of submittal;
3. Identification of organization requesting the change, as well as
description and justification for the change;
4. A detailed description of the envisaged tasks in the form of a
brief statement of work;
5. A statement of schedule impact;
6. Price breakdown in a mutually acceptable format;
7. Suggested contract language revisions as applicable; and
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8. Proposed implementation date.
4.9.3 REVIEW AND APPROVAL OF CONTRACT CHANGE NOTICE
XM will notify the Contractor of its acceptance or rejection of a CCN
in accordance with the Contact Terms and Conditions. Whenever the
proposed CCN implementation date is deemed critical, XM shall be so
notified, and a specific early response date requested of XM by the
Contractor.
If the Contractor implements a change prior to obtaining XM approval,
this shall be at the Contractor's own risk.
4.9.4 WAIVERS AND DEVIATIONS
If, during the execution of the Contract, the Contractor desires to
depart from the requirements in the Contract for a specific item or a
limited number of items, a Request for Deviation/Waiver (RDW) shall be
submitted. Such requests shall comply with the definition of
Deviations and Waivers specified herein below.
An RDW shall contain at least the information defined as follows:
1. A unique RDW reference number
2. Title or subject of RDW
3. Affected equipment item name
4. Affected equipment item part number
5. Affected requirement at all levels under Contractor
responsibility
6. Description of the waiver or deviation requested
7. Purpose or justification for request
8. Date of issue; and
9. Schedule impact, if any.
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Waiver and deviation are defined in Exhibit C.
4.9.5 REVIEW AND APPROVAL OF AN RDW
XM shall make its best efforts to notify the Contractor of its
acceptance or rejection of the RDW within ten (10) working days of its
receipt. If the reason for its rejection is lack of adequate
supporting documentation (or other evidence), the Contractor will be
informed within ten (10) days of receipt.
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5 PRODUCT ASSURANCE REQUIREMENTS
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The Contractor shall establish and implement a Product Assurance
Program in accordance with the requirements defined in Exhibit C.
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6 INFORMATION
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6.1 ACCESS TO INFORMATION
XM shall have access, consistent with United States Government
regulations and individually signed Protection of Proprietary Rights
agreements, to any information generated on the program or other
technical data needed to resolve technical issues associated with the
program. Implementation of such access may be through meetings,
technical documents or through other methods by mutual agreement.
6.2 RELEASE OF COMMAND RADIO FREQUENCY AND ADDRESS CODE INFORMATION
The Contractor shall consider and treat all assigned command radio
frequencies and command address codes used for the spacecraft under
this Contract and all on-orbit performance date as proprietary to XM.
All such proprietary information shall not be released to third
parties without XM's prior approval in accordance with the Contract
Terms and Conditions.
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7 TRAINING AND OPERATION SUPPORT SERVICES
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7.1 VERIFICATION OF [****]
The Contractor shall support a test, not to exceed [****], to verify
[****] and the spacecraft during the Integrated System Test of the
first flight spacecraft.
7.2 TRAINING OF XM OPERATIONS PERSONNEL
The Contractor shall prepare and present a comprehensive training
course for XM and Telesat satellite operations staff.
The first part of the course shall cover [****]. This part shall be
conducted at Contractor's facility.
The second part of the course shall consist of a [****] prior to the
launch of the first spacecraft, but may instead be combined in part or
in whole with the [****] training described in Appendix 1. Each day of
the course shall consist of two three-hour sessions. This part of the
course shall be given at the Telesat's facility, and shall utilize
subsystem specialists as instructors. Reasonable questions not
answered during the course shall be responded to within one week in
writing.
The training material shall be submitted to XM and Telesat as noted in
the CDRL list.
Each training session shall be video taped, and one copy of the videos
shall be presented at the conclusion of training.
7.3 RESERVED
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8 DATA AND DOCUMENTATION REQUIREMENTS
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The specific items of information which shall be produced and formally
submitted to XM by the Contractor are specified herein.
8.1 LANGUAGE
All deliverable documentation shall be written in the English
language.
8.2 UNITS AND DIMENSIONS
Unless otherwise specified, the international system (SI) of units and
dimensions shall be used in deliverable program documentation,
however, if the Contractor desires, documentation may contain dual
units in the format SI (English). SI units shall be used for
deliverable spacecraft level and unit top assembly level, documents
and drawings except as follows:
1. American Standard fasteners may be used;
2. Launch vehicle interface information will be as defined by the
launch vehicle supplier; and
3. Drawings for existing units or components for which the existing
drawings are in English units.
4. Existing analyses and documents
8.3 NOMENCLATURE, ACRONYMS AND ABBREVIATIONS
The nomenclature and terminology used to define all hardware,
software, and data items shall be consistent throughout the program.
The Contractor shall provide a list of acronyms and abbreviations used
in the program documentation, along with their meanings.
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8.4 DOCUMENT REFERENCE/IDENTIFICATION SYSTEM
All contract deliverable documents submitted to XM shall contain in
the headings at least the following:
1. Date of issue;
2. Subject of document;
3. Author or issuing authority;
4. Program unique reference identifier and other identifier; and
5. Contract Documentation Requirements List (CDRL) item number.
8.5 CDRL ITEM DESCRIPTIONS
The requirements for those CDRL items, which have specific
requirements for their contents, are described below. Documents not
described below may be provided in accordance with the Contractor's
standard contents and formats.
8.5.1 SPACECRAFT DELIVERY PLAN
The general Spacecraft Delivery Plan shall be applicable to the
selected launch vehicles. This plan shall define the activities
necessary to prepare the spacecraft and associated support equipment
for shipment, the general logistical details of the shipment itself,
the implementation of monitoring equipment to record the environment
of the spacecraft and critical support equipment during shipment, and
a general definition of any support required to be provided by the
applicable launch vehicle Contractors once the spacecraft and
associated equipment arrive at the launch site.
8.5.2 QUARTERLY PROGRAM PROGRESS REPORTS
The Quarterly Program Progress Report is an executive summary of the
program status showing accomplishments against progress plan
milestones and highlighting significant events and problems in the
schedule. This document shall provide the
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minimum amount of material necessary for tracking the program and
shall be provided in a form which highlights critical changes to the
elements defined with in this section. A structure which minimizes the
repetition of material from quarter-to-quarter shall be used.
For the key system budgets (noted below) and the [****] achievable
with each launch vehicle changes from the previous report shall be
highlighted and documented, and an action plan for correcting any
predicted specifications non-compliance shall be presented.
The report shall contain at least the following:
1. A detailed status of critical performance or schedule issues and
of corrective actions undertaken.
2. General descriptions of progress accomplished during the quarter
at unit, subsystem, and spacecraft system level.
3. A description of progress accomplished during the quarter by each
major subContractor; and an updated list of all major
subContractors.
4. Schedule overview, in bar chart form, showing the dates of the
subsystem and system reviews and the dates of their delivery and
their evolution.
5. Summary descriptions of any significant changes to the Contract
in terms of design, performance, schedule or work distribution
requirements. This shall include a status summary of Requests for
Waiver/Deviation and Contract Change Notices.
6. List of milestones reached during the quarter and to date, and of
milestones forecast to be completed for the next period.
7. [****] Summary containing:
[****]
[****]
[****]
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8. [****] Budget containing:
[****]
9. [****] Summary for the duration of the nominal mission for the
selected launch vehicle. The estimated [****] shall also be
defined in each case.
10. A review of the Product Assurance program including a summary of
the past quarter's significant accomplishments, problems, parts
procurement shortages, failures and solutions, program status,
subContractor and supplier status, trends, and statistics.
Additionally, the plan for the next quarter shall be summarized.
8.5.3 DESIGN REVIEW PACKAGE
As a minimum, each review package shall include adequate pertinent
information, supporting design and performance data and any analytical
studies that fully describe the spacecraft various hardware subsystems
and systems performance and capability for satisfying the performance
requirements. All packages shall contain a [****] to the documentation
within the package.
8.5.3.1 Spacecraft preliminary design review data package
As a minimum, the following topics/items shall be addressed in the
Spacecraft Preliminary Design Review (SPDR) data package:
1. Agenda with date, time and location of the design review meeting;
2. Program organization and management description;
3. Program master schedule including identification of critical path
items, availability of facilities and resources, and any
potential problem areas;
4. Summary of [****];
5. [****];
6. The satellite design analysis including a summary description of
spacecraft and subsystems;
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7. Performance predictions and statement of compliance to
contractual requirements;
a) Satellite final specifications, including applicable
documents and the [****]
b) Subsystem preliminary specifications
8. Summary of [****];
9. [****];
10. [****];
11. [****]
12. [****];
13. [****];
14. [****];
15. [****]; and
16. A preliminary release of analyses and of the reliability
evaluation.
8.5.3.2 Critical design review data package
As a minimum, the following data shall be provided in the Critical
Design Review data package:
1. Agenda with date, time, and location of the design review
meeting;
2. Updates to Program organization and management description;
3. Final subsystem specifications
4. Program master schedule including identification of critical path
items, availability of facilities and resources, and any
potential problem areas;
5. Summary of [****];
6. Changes since PDR
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7. Summary description of spacecraft and subsystems;
[****]
8. Update of Performance predictions and Statement of Compliance.
9. Program Test Plan and supporting documentation;
10. [****];
11. [****];
12. Systems safety and hazard considerations:
13. [****];
14. [****]; and
15. Updated releases of analyses and of the reliability evaluation.
8.5.4 SPACECRAFT VALIDATION PLAN
The Contractor shall conduct test activities as specified in Exhibit D
to verify the compliance of the equipment with Exhibit A. This
document shall be maintained to be consistent with any changes to
Exhibits A and D made during the program.
8.5.5 OTHER TEST PLANS
The Contractor shall develop the other test plans as listed in Table 2
Contract Data Requirements List for XM1 and XM 2 and in Table 4
Contract Data Requirements List for XM 3. These other test plans
include a [****], and a SCC Test Plan. These test plans shall describe
the verification and testing activities to be performed on the
hardware and software delivered in accordance with Appendix 1, 2, and
3 of this document.
8.5.6 SPACECRAFT STORAGE PLAN
The Contractor shall develop a Spacecraft Storage Plan which shall
describe the equipment and methods used to store the spacecraft,
including descriptions of
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storage containers, facilities, provisions for environmental
monitoring and control during storage, tasks to be performed before
placing the spacecraft in storage, tasks performed periodically during
the storage period, and tasks to be performed when removing a
spacecraft from storage.
The Spacecraft Storage Plan shall cover all necessary tasks for a
period of storage up to [****]. The Spacecraft Storage Plan shall
clearly distinguish between tasks performed for short-term storage
(less than [****], and tasks performed for medium term storage. If
testing of the spacecraft is required upon removal from storage, the
appropriate tests shall be described.
8.5.7 SPACECRAFT SYSTEMS SUMMARY
The main objective of this document is to provide a top-level
understanding of the spacecraft design, performance, and operation to
XM staff not routinely associated with the XM Spacecraft Program
Office (ASPO), and not receiving the subsystem and system design
review packages.
The spacecraft system summary shall contain general descriptions of
the spacecraft equipment and performance, overall configuration
drawings, and functional diagrams of major assemblies and subsystems.
Current versions of the [****] shall be presented. Each revision may
be provided as a stand-alone document or a set of change pages, as
mutually agreed between the Contractor and Customer.
8.5.8 [****]
[****]
8.5.9 SPACECRAFT ASSEMBLY DRAWINGS AND CIRCUIT DIAGRAMS
A Complete set of spacecraft level assembly drawings and electrical
circuit diagrams (from top level down to subsystem level) shall be
provided [****]. These documents shall be available for reference at
CDR and updates shall be made available when released. Unit level
drawings and schematics, shall be made available for Customer review
subject to U.S. Government regulations.
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During the program, all released drawings for spacecraft produced
under this Contract shall be available for XM review as soon as each
drawing is released.
8.5.10 FLIGHT SOFTWARE/FIRMWARE DOCUMENTATION
The Contractor's warranty of satisfactory in-orbit performance assumes
that XM shall not modify the flight software. Documentation
deliverables for XM specific software/flight firmware shall include
the following:
[****]
8.5.11 [****]
The Contractor shall [****]. For each database, the Contractor shall
create and maintain documentation providing detailed information on
the structure and interpretation of the database.
8.5.11.1 [****] contents
The [****] Database shall contain [****].
[****]
[****]
8.5.11.2 [****] contents
The [****] databases shall contain [****]
[****]
8.5.11.3 Submission requirements
The [****] databases shall be controlled by revision number and shall
be maintained to accurately reflect the configuration of the
spacecraft during testing and until shipment. XM shall be notified
whenever the databases are revised.
The [****] databases shall be released in a preliminary form at least
[****]. Subsequently, the databases may be revised as necessary;
however, XM shall be
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notified at each revision and copies shall be delivered
electronically. The final revision effective for each spacecraft shall
be delivered at the Shipment Readiness Review.
8.5.12 SPACECRAFT OPERATIONS HANDBOOK
This document shall include the satellite operational procedures
recommended by the Contractor for use by XM and/or Telesat in all
modes of operation from end of in-orbit acceptance test until
satellite end-of-life. This handbook shall be designed for inclusion
of supplemental information relating to changes in satellite design
and operation and shall include the following information:
1. [****]
This data shall include, but shall not be limited to, the following:
8.5.12.1 [****]
[****]
8.5.12.2 [****]
[****]
8.5.12.3 [****]
[****]
8.5.12.4 [****]
[****]
8.5.12.5 [****]
[****]
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8.5.13 Spacecraft [****]
A complete set of [****] shall be provided to XM. [****] to be used as
a reference by XM and/or spacecraft operations personnel.
[****]
8.5.13.1 [****]
[****]
8.5.13.2 [****]
[****]
8.5.13.3 Data Documentation and Delivery
In general, unit data shall be provided to XM at least [****] before
the spacecraft launch date. As a minimum, the following data shall be
provided [****] before the launch date:
[****]
All other data shall be delivered to XM at least [****] prior to the
launch of the spacecraft.
8.5.14 ANALYSIS
Analyses reports shall include:
1. Statement of the objectives of the analysis and outline of the
methodology.
2. Definitions of all symbols used in equations and statement of all
assumed boundary conditions and values of constraints.
3. References, if appropriate, to reduce the amount of explanatory
texts, or indication of sources of common equations, algorithms,
etc.
4. Methodology and/or listing of computer analyses.
XM PROPRIETARY EXHIBIT B REV B 52 of 73
5. Sufficient information to allow XM to verify the adequacy and
accuracy of the analyses.
The reports shall be updated when new information becomes available
during the Contract period, and shall adequately describe any
differences.
8.6 DETAILED CDRL
The listing of data items to be submitted and their corresponding
submittal requirements are given in Table 2 attached hereto.
Submission requirements given in days after or before an event shall
be defined at full working days. Submission requirements given in
weeks or months shall be defined as calendar weeks or months. All
submission dates refer to date of receipt at the specified
destination. Electronic submissions shall not be considered acceptable
unless they are submitted in a format which the Customer can access
using commercial off-the-shelf software.
Specific XM 3 CDRL items are listed in Table 4; all other deliveries
were completed for XM 1 and XM 2.
8.6.1 SUBMISSION CRITERIA DEFINITIONS:
8.6.1.1 Approval
Approval indicates that XM must provide a written indication that the
submission is acceptable before any work which directly depends on the
submission is begun. All deficiencies in the submission which are
noted by XM must be resolved.
8.6.1.2 Review
Review indicates that XM has the opportunity to review and comment on
the submission, and Xxxxxxxx's reasonable comments will be
incorporated by the Contractor. Work may proceed in parallel to the
review activity
8.6.1.3 Information
Information indicates that the submission is provided to aid the
Customer in understanding.
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APPENDIX 1 TO EXHIBIT B
[****] REQUIREMENTS
NOTE: REVISED PER APPROVED CCN 021
AND NEW CHANGES TO REFLECT DELIVERY TO TELESAT ARE ITALICIZED
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1 [****]
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[****]
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2 DESIGN REVIEWS
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The Contractor shall conduct [****] reviews of the Spacecraft
Simulator. All [****] shall be held at the Contractor's facility. A
Preliminary Design Review (PDR) a Critical Design Review (CDR), a Pre
Shipment Review (PSR) shall be held before shipment of the simulator
to Telesat
The PDR shall cover [****]. The CDR shall cover [****]. The PSR shall
cover [****].
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3 TEST REQUIREMENTS
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Tests of the [****] shall be performed. [****]. The final acceptance
test (FAT) shall consist of [****].
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4 DOCUMENTATION
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Simulator documentation shall be delivered in accordance with the
CDRL. The following documentation shall be required:
1. PDR and CDR data packages;
2. PDR and CDR reports, including minutes and action items;
3. simulator user's manual;
4. monthly progress reports; and
5. Final Acceptance Test results.
The following data shall be supplied with the simulator:
1.. [****]
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5 TRAINING
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The Contractor shall conduct a comprehensive training course to
instruct up to ten (10) Telesat staff in the operation of the
simulator. The course shall be conducted at the Telesat's facility
after shipment of the simulator to Telesat and shall combine classroom
instruction with hands-on training. The student material for the
training course shall include, but not be limited to, the simulator
user's manual, , and class handouts.
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6 WARRANTY
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The Contractor shall warranty for [****] the DSS except for the work
station hardware, operating system software, and peripheral units. The
warranty period shall start in accordance with the Terms and
Conditions of the Contract.
As a minimum, the warranty shall cover 1) analysis of simulator
anomaly reports issued by XM and sent to the Contractor, 2) software
corrections including modifications and tests, 3) updates of
documentation and of the configuration item data list, and 4)
generation and delivery of applicable new software releases.
All commercially available elements of the work station including work
station hardware, its operating system software/firmware, and
peripheral unit hardware and software/firmware shall be covered by
their manufactures' standard warranties which shall be extended by the
Contractor until the units are accepted by and installed at Telesat.
The Contractor shall provide for the transfer of these manufacturers'
warranties to XM.
XM at its option, may continue those warranty coverages outside of the
scope of the Contract.
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APPENDIX 2 TO EXHIBIT B
COMMUNICATIONS PAYLOAD SIMULATOR
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1 COMMUNICATIONS PAYLOAD SIMULATOR INTRODUCTION
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The Contractor shall provide a Communications Payload Simulator which
is capable of providing a [****]
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2 GENERAL DESCRIPTION
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[****]
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3 CONSTRUCTION
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[****]
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4 SYSTEM VERIFICATION
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[****]
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5 WARRANTY
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The Contractor shall warranty for [****] the Communications Payload
Simulator. The warranty period shall start in accordance with the
Terms and Conditions of the Contract.
All commercially available elements (e.g. workstations) of the
simulator shall be covered by their manufactures' standard warranties
which shall be extended by the Contractor until the units are accepted
by and installed at XM. The Contractor shall provide for the transfer
of these manufacturers' warranties to XM.
XM at its option, may continue those warranty coverages outside of the
scope of the Contract.
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APPENDIX 3 TO EXHIBIT B
STATEMENT OF WORK FOR THE PRIMARY AND BACKUP SATELLITE CONTROL SOFTWARE AND
GROUND ENCRYPTORS
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1 SCOPE
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This document defines the work to be performed by the Contractor for
the Satellite Control Software for the Customer at the Primary
Spacecraft Control Center at Telesat's facilities in Ottawa, Ontario,
Canada (hereinafter referred to as "Primary") and the Back-up
Spacecraft Control Center at the Customer's facilties in Washington
D.C (hereinafter referred to as "Back-up"), and for Ground Encryptors
at the Back-up facility. Such work shall include the provision of
equipment, software, services and documents and execution of project
management tasks. The Contractor shall complete this work in
accordance with the terms of the Contract and the requirements
specified herein.
The Contractor shall be responsible for certain activities which are
necessary to achieve a successful operation of the Customer's two
satellites.These tasks shall include the design, development,
procurement, fabrication, testing, documentation, delivery and
installation of Satellite Control Software and Ground Encryptors.
More specifically, Contractor shall perform the following activities,
after the successful completion of factory acceptance testing:
1. Transportation of Ground Encryptors to the Backup satellite
control center.
2. Installation and integration of the supplied Software into
the Primary and Back-up facilties.
3. Coordination with Customer regarding facility requirements
and access.
4. Preparation of plans, procedures and reports.
5. Conduct the Site Acceptance Tests (SAT) and test reviews at
the Primary and Back-up facilities, as appropriate to the
deliverable item.
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2 DELIVERABLE EQUIPMENT, SOFTWARE, and SERVICES
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2.1 SATELLITE CONTROL SOFTWARE AND GROUND ENCRYPTORS
The Contractor shall furnish the Customer [****].
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2.2 ALIGNMENT OF PRIMARY AND BACKUP FACILITIES
The backup center shall be automatically aligned with the primary
center with respect to [****].
2.3 TEST EQUIPMENT AND TOOLS
The Contractor shall provide test equipment and tools, that are not
provided by Customer, necessary to install and complete SAT. Such test
equipment and tools shall remain the property of the Contractor.
2.4 RESERVED
2.5 PRODUCT ASSURANCE MANAGEMENT
The Contractor shall perform product assurance in accordance with the
Contractor's internal standards for commercial practices.
2.6 TEST PROGRAM
The Satellite Control Software and Ground Encryptors shall be tested
and the results reviewed in accordance with the program Ground System
Test Plan.
The acceptance tests of the Satellite Control Software and Ground
Encryptors shall be conducted as described below:
. [****]
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2.7 CUSTOMER FURNISHED EQUIPMENT AND SERVICES
The Customer shall provide beneficial access to the Customer's Primary
and Back-up satellite control centers for the purposes of installation
and test of the Contractor-provided Satellite Control Software and
Ground Encryptors. The Customer shall provide [****]
. [****]
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3 SCHEDULE
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The Satellite Control Software and Ground Encryptors installation, and
testing for both Primary and Backup Satellite Control Centers shall be
performed in accordance with the Contract Terms and Conditions.
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4 WARRANTY
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The warranty with respect to the Ground Encryptors shall begin in
accordance with the Terms and Conditions of the Contract and shall run
for a period of [****] thereafter. At any time during this period the
Contractor shall promptly correct noncompliant performance. Contractor
shall also provide software maintenance for the life of the satellite
to fix identified bugs. Site acceptance testing will be deemed
complete when SATs have been performed, results have been reviewed in
the Final Acceptance Review, a disposition plan developed and agreed
to by the Purchaser for any remaining non-compliance's. Warranty
service costs will be the responsibility of the Contractor.
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Attachment 1
[***]
XM SATELLITE RADIO INC., XM SATELLITE RADIO HOLDINGS INC. and BOEING SATELLITE
SYSTEMS INTERNATIONAL, INC.
CONFIDENTIAL and PROPRIETARY
**** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 2 - Contract Data Requirements List
[***}
Exhibit B Rev C
XM Proprietary Page 1
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the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 2A
[***]
Exhibit B Rev C
XM Proprietary Page 1
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the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 3
[***]
**** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 4 - XM3 Contract Data Requirements List
[***]
Exhibit B Rev C
XM Proprietary Page 1
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the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 4A
[***]
Exhibit B Rev C
XM Proprietary Page 1
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the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Table 5
XM3 Software including Licenses
[***]