EXHIBIT 10.3.2
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
200.80(b)(4) AND 230.406)
AMENDMENT NUMBER 1
ORBCOMM CONCEPT DEMONSTRATION SATELLITE BUS,
INTEGRATION TEST AND LAUNCH SERVICES
PROCUREMENT AGREEMENT B10LG 1197 DATED AS OF MARCH 10, 2005
(THE "PROCUREMENT AGREEMENT")
This Amendment to the Procurement Agreement (this "Amendment") is made and
entered into as of the 5th day of June, 2006 (the "Effective Date"), between
ORBCOMM Inc, a Delaware corporation ("ORBCOMM") with an office located at 00000
Xxxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000 and OHB System, AG, a German corporation
("OHB") with its principal place of business located at Xxxxxxxxxxxxxxxxx 00-00,
00000 Xxxxxx, Xxxxxxx. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Procurement Agreement. References herein to
the Procurement Agreement and this Amendment shall be deemed to include all
Exhibits thereto provided that each of Exhibits A (Specifications), B (Statement
of Work or SOW), C (Key Personnel) and E (Milestone Payments and T&M Billing
Rates) are, for purposes hereof, replaced in their entirety by Exhibits X-0,
X-0, X-0 and E-1 (E-2 and E-3) hereto and references herein and in the
Procurement Agreement to these Exhibits shall be deemed to refer to such revised
Exhibits.
WITNESSETH:
WHEREAS, ORBCOMM wishes to procure from OHB, and OHB wishes to supply to
ORBCOMM, satellite buses, launches, and associated integrated and test services
as set forth herein.
WHEREAS, ORBCOMM and OHB have agreed to amend certain particulars of the
Procurement Agreement as shall apply to this additional procurement.
NOW, THEREFORE, in consideration of the foregoing and for other valuable
considerations the receipt and adequacy of which each party hereby acknowledges,
the parties hereby agree as follows:
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1. Additional Satellite Buses and Launches. OHB shall design, develop and
manufacture six (6) satellite buses (each of which shall include a launch
vehicle adapter), integrate said satellite buses with payloads to be provided by
or on behalf of ORBCOMM to create six (6) satellites (the "Additional
Satellites;" as used herein, "Additional Satellite" refers to each satellite bus
to be supplied by OHB and, once integrated with each satellite payload to be
provided by or on behalf of ORBCOMM, to each such integrated satellite), test,
deliver, launch, and perform in-orbit tests for the Additional Satellites in
accordance with the Statement of Work and Specifications attached hereto
(collectively, the "Work").
2. Schedule. The Work shall be performed in accordance with the schedule shown
in Section 2.1.1 of the SOW. Time is of the essence. OHB represents and warrants
to ORBCOMM that both as to its efforts and those of its subcontractors,
including for the launch of the Additional Satellites that the Work will not be
delayed to give priority to any other program. OHB shall notify ORBCOMM of any
actual or threatened delay in schedule and shall use best efforts to avoid or
minimize any and all such delays, including delays due to "Force Majeure," as
defined herein.
3. Price. The firm fixed price for the Work shall total Twenty Million U.S.
Dollars (U.S.$20,000,000) (the "Price"), which ORBCOMM shall pay OHB, in
accordance with the milestones for payment ("Milestones") set forth in Exhibit
E-1 of this Amendment; provided that achievement and payment for successful
completion of Milestones shall be determined as set forth in Section 5.2 of the
Procurement Agreement. Invoicing shall be completed as set forth in Section 5.1
of the Procurement Agreement, provided that payments shall be due net 30 days
after the date the invoice is sent to ORBCOMM. OHB acknowledges and agrees that
it shall provide all associated deliverables, documentation, and services, as
specified in the Procurement Agreement, this Amendment, and the SOW without
additional charge, except if and to the extent that a particular task is
expressly stated as being subject to additional payment for time and material
expenses.
4. Price Adjustments. Without prejudice to any other applicable rights and
remedies under the Procurement Agreement, the following price adjustments shall
apply to the Work:
(i) Late Delivery. Any delay (except if excused by Force Majeure and then
only to the extent thereof) by OHB in making one or more Additional Satellites
(i) ready for Payload Module Integration (Milestones 6 through 9) or (ii)
launched per Milestone 11, in each case by more than forty-five (45) days and in
accordance with the requirements of this Amendment, shall require OHB to pay
ORBCOMM liquidated damages for delay of [***]% of the price (U.S.$[***]) per day
(after day forty-five (45) of delay) per Additional Satellite that is delayed up
to a total amount not to exceed [***]% of the Price (U.S.$[***]) for initial
order of six (6) satellite buses. To the extent that there is delay both in
making the same Additional Satellite ready for Payload Module Integration and
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in its launch, OHB's liability for damages for delay shall be determined by the
length of the longer of the two delays, but shall not be additive. By way of
example, if, for the same Additional Satellite, OHB is sixty (60) days late in
the Payload Module Integration Milestone and seventy-five (75) days late in its
launch, the total delay damages for the Additional Satellite would be based upon
a seventy-five (75) day delay (or thirty (30) days worth of delay damages).
(ii) On Time Delivery. If one or more of the Milestones set forth in items
4 through 11 of Exhibit E-1 are achieved in accordance with the requirements of
this Amendment on or before the dates specified in Exhibit E-1, ORBCOMM shall
pay OHB the corresponding on-time delivery incentive payment for such Milestone
achievement as set forth in Exhibit E-1 which, in the aggregate, shall not
exceed One Million U.S. Dollars ($1,000,000) if all such Milestones are so
achieved by such dates in accordance with the requirements of this Amendment. If
Milestones 10 and 11 of Exhibit E-1 are both achieved in accordance with the
requirements of this Amendment on or before the dates specified in Exhibit E-1,
ORBCOMM shall pay OHB, with respect to any previously missed and unpaid
incentive payments, [***] percent ([***]%) of the corresponding on-time delivery
incentive payment for any such missed and unpaid incentive payments.
(iii) Effect of Force Majeure. If and to the extent that a delay in
delivery is excused by Force Majeure then OHB shall not be responsible for late
charges under clause 4(i) above or clause 5 (iii) below for the period of such
Force Majeure delay. The time required for delivery in order for OHB to achieve
on-time incentives under clause 4(ii) above shall also be extended by Force
Majeure delays.
(iv) Time and Material Charges. All time and material charges, if
applicable, shall be calculated in accordance with Exhibit E-1 hereto. Where
insofar in this regard it becomes necessary to calculate "costs," costs shall be
limited to reasonable, third party out-of-pocket, and documented costs actually
incurred, and only insofar as the costs exceed the cost that would have had to
been incurred by OHB in any event without additional charge.
(v) Changes. If an adjustment to the Price (or to the price of any
Optional Satellite) is required under Section 8.2 of the Procurement Agreement,
the Price (or to the price of any Optional Satellite) shall be adjusted up or
down, to reflect on a time and materials basis: (i) the additional (or reduced)
labor required, at hourly labor rate set forth in Exhibit E-1, and (ii) OHB's
reasonable, third party out-of-pocket material costs or cost savings, plus
fifteen percent (on material costs only). ORBCOMM shall have audit rights to
confirm the validity of any such time and materials charges.
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5. Optional Satellites.
(i) Option. ORBCOMM shall have the option, exercisable at any time on or
before June 5, 2007, to purchase from OHB up to two (2) additional satellite
buses (each including a launch vehicle adapter), which purchase shall include
integration with payloads to be provided by or on behalf of ORBCOMM to create up
to two additional satellites (the "Optional Satellites"; as used herein,
"Optional Satellite" refers to each optional satellite bus to be supplied by OHB
and, once integrated with each satellite payload to be provided by or on behalf
of ORBCOMM, to each such integrated satellite), testing, delivery and performing
in-orbit testing for the Optional Satellites, in accordance with the
requirements of this Amendment. This option may be exercised by ORBCOMM in whole
or in part in its sole discretion.
(ii) Price. The firm fixed price for each Optional Satellite shall be Two
Million One Hundred Thousand U.S. dollars ($2,100,000), which ORBCOMM shall pay
OHB, in accordance with the milestones for payment ("Optional Satellite
Milestones") set forth in Exhibit E-2 of this Amendment; provided that
achievement and payment for successful completion of Optional Satellite
Milestones shall be determined as set forth in Section 5.2 of the Procurement
Agreement.
(iii) Schedule and Late Delivery. Delivery to the launch supplier of each
Optional Satellite shall occur within the later of (i) twelve (12) months of
option exercise and (ii) two and one-half (2.5) months of delivery of the
payload to be integrated with the Optional Satellite. Any delay (except if
excused by Force Majeure and then only to the extent thereof) by OHB in making
one or more Optional Satellites (i) ready for Payload Module Integration
(Optional Satellite Milestone 2) or (ii) ready for pre-ship review per Optional
Satellite Milestone 3, in each case by more than forty-five (45) days and in
accordance with the requirements of this Amendment, shall require OHB to pay
ORBCOMM liquidated damages for delay of [***] U.S. Dollars (U.S.$[***]) per day
(after day forty-five (45) of delay) per Optional Satellite that is delayed up
to a total amount not to exceed [***] U.S. Dollars (U.S.$[***]) for each
Optional Satellite.
(iv) Launch Services. For the avoidance of doubt, the price for the
Optional Satellites set forth in clause 5(ii) above does not include launch
services, provided that ORBCOMM shall have the right by written notice to OHB to
require OHB to provide launch services for the Optional Satellites in accordance
with this Amendment in lieu of providing launch services for such number of
Additional Satellites equal to the number of Optional Satellites ordered. For
example, ORBCOMM may require OHB to deliver the first two Additional Satellites
to another launch provider and to launch the remaining four Additional
Satellites plus two Optional Satellites itself.
(v) Definitions. Except as specified above in this Section 5, all references
herein to "Additional Satellites" shall be deemed to include the Optional
Satellites and all references to "Work" shall be deemed to include all work
associated with the Optional Satellites to the extent this option is exercised
by ORBCOMM.
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6. Additional Work. The parties shall negotiate in good faith to enter into a
purchase order by August 31, 2006 for the purchase by ORBCOMM from OHB, and the
provision by OHB to ORBCOMM of services associated with the development,
demonstration and/or launch of ORBCOMM's next generation satellites, which
services will include those services specified in Exhibit E-3 and be specified
in a statement of work to be completed contemporaneously with entering into such
purchase order. Such work to be performed shall be of sufficient scope and
magnitude for a value and price of up to One Million Three Hundred and Fifty
Thousand U.S. Dollars (U.S.$1,350,000) and shall be of a nature that is eligible
to be capitalized by ORBCOMM under accounting principles generally accepted in
the United States of America.
7. Taxes. With the exception of any U.S. sales taxes, the Price (and the price
of any exercised options for Optional Satellites set forth in clause 5(ii)
above) and all time and material charges, if applicable, set forth in Exhibit
E-1 shall include any and all taxes, levies, or fees, including any import
duties, all of which shall be OHB's responsibility timely to pay and indemnify
ORBCOMM against any failure timely to pay. OHB shall make reasonable changes in
the Procurement Agreement, as ORBCOMM may request in writing, in order to
improve the tax efficiencies of this Amendment, provided that any such changes
shall be economically neutral to OHB.
8. Regulatory and Export Matters. ORBCOMM shall be responsible for obtaining all
necessary U.S. export licenses; provided that OHB shall, without additional
charge, provide reasonable assistance to ORBCOMM in this regard, as ORBCOMM may
request. OHB shall be responsible, at its own expense, for timely securing any
and all other licenses necessary to perform the Work, including with respect to
import and export.
9. Delivery, Title. Delivery of all deliverables made pursuant to this Amendment
shall occur at the locations specified in the Statement of Work with all cost of
transportation and risk of loss with respect thereto borne by OHB until delivery
at such location. Free and clear title to, beneficial ownership of, and right to
possession to, all such deliverables shall pass from OHB to ORBCOMM at the time
of such delivery. For the avoidance of doubt, free and clear title to,
beneficial ownership of, and right to possession to, each Additional Satellite
and any Optional Satellite shall pass from OHB to ORBCOMM in accordance with the
terms of Section 7 of the Procurement Agreement.
10. Insurance. OHB shall insure and bear the cost of insurance of all the
Additional Satellites and all components thereof, including (from the point of
delivery to OHB, each payload for integration with the bus) until intentional
ignition of the launch vehicle, including while such items are in transit to the
launch site. OHB shall, without additional charge, provide reasonable assistance
to ORBCOMM in making insurance presentations and filing for claims for launch
and in-orbit insurance. If requested by
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ORBCOMM, OHB shall use commercially reasonable efforts to procure launch and
in-orbit insurance with ORBCOMM as the named insured and loss payee thereunder.
OHB shall bear the costs of such efforts, but ORBCOMM shall be responsible for
payment of all applicable insurance premiums and third party brokerage
commissions that it has approved in writing with respect to such launch and
in-orbit insurance.
11. Access. ORBCOMM (and its contractors and consultants) shall have the right
to inspect Work in progress, to be present at all testing, and shall be provided
all test reports, reasonably in advance of requested acceptance. ORBCOMM's
rights shall include the right to inspect the Work of major subcontractors for
the program at their facilities.
12. Corrections, Anomalies. OHB shall be responsible, at its own expense, for
correcting any defects in workmanship or materials or noncompliance with the SOW
or Specifications until the Additional Satellites are launched. Post-launch, OHB
shall, at its own expense, use reasonable efforts to investigate and develop
work-around solutions with respect to any anomalies in the bus or its
integration to the payload that are discovered. In addition, the third sentence
of Section 6.2(c) of the Procurement Agreement is hereby amended to be
consistent with the last sentence of Section 6.3(a), i.e., the decision as to
how corrections are made shall be mutually agreed by ORBCOMM and OHB.
13. Termination Rights. At any time prior to launch, ORBCOMM shall have the
right to terminate this Amendment for OHB's default which shall include: (i) any
delay in meeting the Milestones or the Optional Satellite Milestones, if
applicable, of more than sixty (60) days (or more than one hundred and twenty
(120) days if excused by Force Majeure); (ii) any other failure to comply with a
material obligation under the Procurement Agreement, as amended hereby, that is
not cured within forty-five (45) days from the date of OHB's receipt of written
notice thereof from ORBCOMM; (iii) any material failure of performance (of
contractual obligations or material product) provided by OHB under the
Procurement Agreement (as related to prior work contracted thereunder), if
related to OHB's performance hereunder or involving similar products or
services, if such failure occurs (or continues) after the parties' entry into
this Amendment and is not cured within forty-five (45) days from the date of
OHB's receipt of written notice thereof from ORBCOMM; (iv) any bankruptcy or
insolvency event (to be further defined) involving OHB; and/or (v) any other
event of default as set forth in the Procurement Agreement. In any such event,
ORBCOMM shall be entitled to take possession of and be granted title to all Work
in progress, which shall include all necessary licenses on a royalty free basis
to the intellectual property embodied therein, and all drawings and technical
data necessary to make use of such items, and OHB shall pay ORBCOMM's reasonable
out-of-pocket costs to complete the Work.
ORBCOMM shall also have the right to terminate for convenience this
Amendment (or any exercised options for Optional Satellites) upon payment to OHB
of
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OHB's costs of performance of this Amendment (except to the extent that such
costs can be mitigated by OHB, as set forth in Section 10.2(v) and (vi) of the
Procurement Agreement), plus ten percent (10%), less all payments made under
this Amendment (or for the terminated options for Optional Satellites). In such
event, ORBCOMM shall be entitled to all Work in progress or the proceeds
thereof, subject to reasonable efforts to mitigate by OHB, as referenced above.
14. Security Interest; Property Accounting; Source Code Escrow. As collateral
for the timely performance by OHB of its work hereunder, OHB hereby grants to
ORBCOMM a first priority security interest in the Work and Work in progress and
any proceeds therefrom with respect to the Additional Satellites. ORBCOMM agrees
to execute any release of such security interest when OHB has transferred to it
title to the Additional Satellites and all deliverables associated therewith.
OHB shall execute such documentation thereof as ORBCOMM may reasonably request.
Supplies, prints, materials, components, subsystems, and systems as associated
with such work shall be properly inventoried and identified as associated with
such work in accordance with OHB's normal inventory control practice,
documentation of which shall be subject to inspection by ORBCOMM, and shall not
be redeployed to other programs without ORBCOMM's written consent.
OHB shall, in addition, contemporaneously with its entry into this
Amendment, execute (as the "Depositor") and thereafter perform the obligations
of a Depositor under the "Preferred Escrow Agreement" with Iron Mountain and
ORBCOMM (as the "Preferred Beneficiary"), attached hereto as Exhibit F. ORBCOMM
agrees that it shall pay Iron Mountain's fees under the Preferred Escrow
Agreement. Subject to ORBCOMM's obligation to pay Iron Mountain's fees, OHB
agrees that ORBCOMM shall have the right to adjust the level of work to be
performed by Iron Mountain and/or terminate the Preferred Escrow Agreement in
accordance with its terms and OHB shall execute and deliver such instructions to
Iron Mountain as ORBCOMM may reasonably request to reflect ORBCOMM's decisions
in this regard.
15. Limitations of Liability. Except in the case of willful misconduct, fraud,
or gross negligence, each party's cumulative liability shall be limited to the
Price (plus the price of any exercised options for Optional Satellites or
additional work to be performed hereunder). Neither party shall be liable to the
other for any incidental or consequential damages; provided that the foregoing
shall not relieve OHB from its obligations of indemnity to ORBCOMM to the extent
of ORBCOMM's liability for third party claims. Each party shall also retain the
right to seek equitable relief to compel performance by the other party of its
obligations under this Amendment.
16. Representations and Warranties. In addition to OHB's representations and
warranties stated in Section 9.1 of the Procurement Agreement (which, without
limitation, are hereby made by OHB as of the date hereof, with the same effect
as if made on and as of such date, with respect to all matters related to this
Amendment),
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OHB hereby represents and warrants to ORBCOMM that OHB has disclosed in writing
to ORBCOMM any and all material anomalies that have occurred in the products to
be employed in connection with OHB's obligations hereunder, except those as to
which a root cause has been determined and resolved, including (without
limitation), any and all launch failures.
17. Force Majeure. The first sentence of Section 12.2 of the Procurement
Agreement is hereby replaced with the following: "Subject to the termination
rights specified herein in the event of Force Majeure, neither party shall be
responsible for failure or delay in performance or delivery if such failure or
delay is the result of Acts of God, terrorism, riot, or other hostilities, act
of public enemy, embargo, government act (in its sovereign capacity and other
than in connection with each party's responsibilities under Section 8 hereof),
fire, war, or other cause of similar nature if and to the extent beyond the
control of such party (herein a "Force Majeure"); provided that: (i) such event
could not have been avoided by the exercise by such party of reasonable
diligence; (ii) such party uses its best efforts, including through the use of
work-around solutions, to keep any force majeure delay to a minimum; and (iii)
the party subject to the force majeure gives immediate notice of such occurrence
to the other party."
18. Governing Law and Dispute Resolution. Section 12.4 of the Procurement
Agreement is hereby replaced with the following: "All disputes shall be governed
under the laws of the State of New York, USA without giving effect to the
provisions, policies or principles thereof relating to choice or conflicts of
law. Each party shall have a duty of legal compliance, including (without
limitation) as to all U.S. laws regarding export and re-export."
19. Specifications. Revised Specifications ("Specifications") with respect to
the Additional Satellites and all associates deliverables, documentation and
services are attached hereto as Exhibit A-1.
20. Statement of Work. A revised Statement of Work ("SOW") with respect to the
Additional Satellites and all associated deliverables, documentation and
services is attached hereto as Exhibit B-1.
21. Key Personnel. Exhibit C to the Procurement Agreement is hereby updated as
it relates to the work to be performed for the Additional Satellites by Exhibit
C-1 hereto.
22. Binding Effect; Assignment. The second sentence of Section 12.5 of the
Procurement Agreement is replaced with the following: "Neither party to this
Agreement nor any interest or obligations hereunder shall be assigned or
transferred (by operation of law or otherwise) to any person without the prior
written consent of the other party, provided that any party may assign this
Agreement and its interest and obligations hereunder to any wholly owned
subsidiary of such party, provided further that any such assignment shall not
release the assigning party of its obligations hereunder."
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23. Rights and Obligations under Procurement Agreement. Except insofar as the
terms and conditions of the Procurement Agreement, including all associated
exhibits, may be expressly in conflict with the terms and conditions of this
Amendment, the terms and conditions of such Procurement Agreement (also
sometimes internally referenced therein) shall remain in full force and effect
and apply, in context, to the parties' rights and obligations vis-a-vis the
Additional Satellites. In this regard, to the extent that this Amendment may
grant ORBCOMM certain rights or remedies as to a subject matter also addressed
in the Procurement Agreement such rights and remedies shall be read as
supplemental to, and not as replacement of such rights and remedies as may be
already available under the Procurement Agreement. In the event of any
inconsistency or contradiction between the terms of this Amendment and the
Procurement Agreement, the provisions of this Amendment shall prevail and
control. On and after the date hereof each reference in the Procurement
Agreement to (a) "this Agreement", "this order", "this contract", "herein", or
words of like import shall mean and be a reference to the Procurement Agreement
as amended hereby; (b) "Milestone(s)" shall mean the "Milestone(s)" shown in
Exhibit E-1 and "Optional Satellite Milestone(s) shown in Exhibit E-2; (c)
"Work" shall include the Work to be performed under this Amendment and the words
"satellite bus(ses)", "launch services", "satellite" and "spacecraft" shall be
read to have the same meaning.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the day and year first above written.
OHB SYSTEM, AG
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vorstand
ORBCOMM Inc.
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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Exhibit A-1
[ORBCOMM LOGO]
QUICK LAUNCH
SPACECRAFT BUSES, INTEGRATION AND
TEST, AND LAUNCH SERVICES
SPECIFICATION
QUICK LAUNCH
ORBCOMM LLC
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000, X.X.X.
Signature Date
--------- ----
Prepared By: Xxxx Xxxxx
Manager Spacecraft
Development
Approved By: Xxxx Xxxxxxxx
VP, Space Segment
Approved By: Xxx Xxxxxx
VP, System Engineering
Approved By: Xxxx Xxxxxx
EVP, Technology & Operations
Issue Date: June 6, 2006
EXPORT CONTROL STATEMENT
The contents of this document, in whole or in part, shall not be exported from
the United States, which export shall include, but not be limited to,
transmittal to any non-U.S. citizen wherever said person is located, except in
accordance with all United States laws and regulations relating to exports and
to all administrative acts of the U.S. Government pursuant to such laws and
regulations. Diversion, re-export or transshipment of the contents of this
document, in whole or in part, contrary to U.S. law is also strictly prohibited.
[***]
[55 pages omitted]
Exhibit B-1
[ORBCOMM LOGO]
QUICK LAUNCH
SPACECRAFT BUSES, INTEGRATION AND
TEST, AND LAUNCH SERVICES
STATEMENT
OF
WORK
ORBCOMM LLC
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000, X.X.X.
Signature Date:
--------- -----
Prepared Xxxx Xxxxx
By: Manager Spacecraft Development
Approved Xxxx Xxxxxxxx
By: VP Space Segment
Approved Xxx Xxxxxx
By: VP Systems Engineering
Approved Xxxx Xxxxxx
By: EVP Technology and Operations
Issue Date: June 6, 2006
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EXPORT CONTROL STATEMENT
The contents of this document, in whole or in part, shall not be exported from
the United States, which export shall include, but not be limited to,
transmittal to any non-U.S. citizen wherever said person is located, except in
accordance with all United States laws and regulations relating to exports and
to all administrative acts of the U.S. Government pursuant to such laws and
regulations. Diversion, re-export or transshipment of the contents of this
document, in whole or in part, contrary to U.S. law is also strictly prohibited.
[***]
[42 pages omitted]
EXHIBIT C-1
KEY PERSONNEL
- Xxxxxxx Xxxxxxx
- Xxxxx Xxxxxxxxxx
- Xxxxxxx Xxxx
- Xxx Xxxxxxxxx
- Xxxxxxx Xxxxx
- Xxxxxxx Xxxxx
- Xxxxx Xxxxxxxxxx
- Xxxxx Xxxxxx
- Xxxxx Xxxxxxx
Exhibit E-1
Milestone Payments and T&M Billing Rates
The following Milestone payments associated with the Quick Launch Bus and Launch
Services pursuant the Amendment will be made after successful completion of the
following Milestones:
Scheduled
Milestone Comple- % of
Milestone Completion tion Contract Payment % of On Time
Payment# Event Month Date Price Amount $1M Incentive
-------------------------------------------------------------------------------------------------
[***]
-------------------------------------------------------------------------------------------------
[***] 100.00% $20,000,000 100.0% $1,000,000
-------------------------------------------
[***]
Total Price $20,000,000
Additional technical support (i.e., for work that is outside of the scope of
work that OHB is obligated to provide under the Procurement Agreement, the
Amendment and the SOW without being expressly stated as being subject to
additional charge), will be billed at $[***] per hour if requested in writing by
ORBCOMM and shall be provided by OHB on a time and materials basis.
Material, travel, and other third party out of pocket direct costs, with respect
to such additional technical support will be paid at the actual cost incurred
plus [***] percent ([***]%).
Exhibit E-2
Optional Satellite Milestone Payments and T&M Billing Rates
The following Optional Satellite Milestone payments associated with the
Quick Launch Bus and Launch Services pursuant to the Amendment will be
made after successful completion of the following Optional Satellite
Milestones:
Scheduled
Completion Payment Amount
Milestone Optional Satellite Milestone date from % Of (per optional
Payment # Completion Event date of Contract Satellite
Option Price exercised)
Exercise
-------------------------------------------------------------------------------------------
[***]
-------------------------------------------------------------------------------------------
* 100.00% $2,100,000
* Or [***] months following payload delivery to OHB, if later.
Total Option Price per Optional Satellite $2,100,000
Additional technical support (i.e., for work that is outside of the scope
of work that OHB is obligated to provide under the Procurement Agreement,
the Amendment and the SOW without being expressly stated as being subject
to additional charge), will be billed at $[***] per hour if requested in
writing by ORBCOMM and shall be provided by OHB on a time and materials
basis.
Material, travel, and other third party out of pocket direct costs, with
respect to such additional technical support will be paid at the actual
cost incurred plus [***] percent ([***]%).
Exhibit E-3
Additional Work
The following services associated with the development and demonstration of
ORBCOMM's Next Generation shall be provided by OHB.
- Next Generation Proposal and Development activities to include:
1. Integration and Test Automation approaches.
2. Satellite replenishment strategy - method of replenishing multiple planes
with one launch.
3. Satellite configuration study using Avtec payload and Starsys antenna.
4. Adapter and Separation System for Falcon - design and documentation
package.
5. Prepare a design for a Demonstration Mission for the Next Generation
payload - as a pathfinder mission prior to production of the Next
Generation satellites (i.e similar to Coast Guard Demonstration Mission).
6. Feasibility and implementation study for a camera to monitor deployment of
Quick launch satellites for better understanding of tip off rates and
deployments (investigate mounting camera to the Upper Stage).
