Exhibit 10.5

 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Modification No. 27

 

To the

 

WorldView3 Instrument Purchase Agreement #60151

 

This Modification No. 27 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., a subsidiary of Exelis, Inc. a Delaware corporation with its principal offices located at 400 Initiative Drive,, Rochester, New York, 14606-0488 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and “Parties” means DigitalGlobe and Contractor.

 

WHEREAS, DigitalGlobe and Contractor entered into the WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010;

 

Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following Software Firmware Updates Proposal 13-401 — (included as Attachment #1).

 

Scope:                Update the [[**REDACTED**]].

 

Price:  The [[**REDACTED**]] for this modification is $22,000.00 dollars .

 

Period of Performance:           Generation of upgraded software and documentation - 14 weeks after ATP

 

Payment Milestone:

 

Payment Milestones #163 — Firmware upload Source Code Delivered, is hereby added via this Modification #27.

 

SUMMARY

 

The value for this Modification #27 is outlined in the following table:

 

	
Change #
    	
 
    	
Change Description
    	
 
    	
$
    	
 
    
	
027
    	
 
    	
Command Generation Tool Update
    	
 
    	
$
    	
22,000.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
TOTAL
    	
 
    	
$
    	
22,000.00
    	
 
    


 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Contract Value Summary

 

	
Previous Contract Value
    	
 
    	
$
    	
170,237,060.00
    	
 
    
	
Command Generation Tool   Update
    	
 
    	
$
    	
22,000.00
    	
 
    
	
New Contract Value
    	
 
    	
$
    	
170,259,060.00
    	
 
    


 

Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

 

This Modification No. 27 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective as of the last date executed below.

 

 

	
[[**REDACTED**]]
    	
 
    	
 
    	
DigitalGlobe,   Inc.
    
	
 
    	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
 
    	
 
    
	
Signature
    	
 
    	
 
    	
Signature
    
	
 
    	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
 
    	
 
    
	
Name
    	
 
    	
 
    	
Name
    
	
 
    	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
 
    	
 
    
	
Title
    	
 
    	
 
    	
Title
    
	
 
    	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
 
    	
 
    
	
Date
    	
 
    	
 
    	
Date
    


 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Attachment 1

 

ITT Space Systems, LLC. Revised Proposal 13-401 — Software Firmware Updates

 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

	

    	
 
    
	
 
    	
[[**REDACTED**]]
    
	
 
    	
ITT Space Systems, LLC
    
	
 
    	
Rochester, New York 14606
    
	
 
    	
[[**REDACTED**]]
    


 

December 16, 2013

 

DigitalGlobe, Inc.

Sent via sharepoint to:

[[**REDACTED**]]

 

Subject: Proposal 3-401-Software Firmware Updates

 

Dear [[**REDACTED**]]:

 

ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit this [[**REDACTED**]]  estimate in response to your request to update the [[**REDACTED**]] firmware per DG proposal 13-401-Firmware Upload Software Tool Development.

 

CONTRACT TYPE:

[[**REDACTED**]]: $22,000

 

BASELINE STATEMENT OF WORK: Program Management

 

Work to Complete:                            This task covers project management oversight, customer communications, Quality reviews, and support [[**REDACTED**]].

 

Develop & [[**REDACTED**]]

 

Work to complete:                               Update the [[**REDACTED**]].

 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Firmware Upload Tool Documentation Update

 

Work to complete:                               Update all software tool release notes and user guides. 
  [[**REDACTED**]]

 

PERIOD OF PERFORMANCE

 

Generation of upgraded software and documentation - 14 weeks after ATP

 

INVOICING/BILLING:

 

This activity will result in one (1) milestone payment depending on baseline option selected.

 

Firmware Upgrade Only

 

#159-Firmware Upload tool [[**REDACTED**]] - $22,000

 

Payment terms are net 30 days from the date of the invoice.  A 2% per month charge shall be applied to any payment s for any past due balance carried beyond 30 calendar days.

 

The Terms and Conditions are in accordance with the prime contract #60151.

 

[[**REDACTED**]]

 

lTT Space Systems, LLC appreciates the opportunity to provide this proposal.  Should you have any questions or require additional information, please feel free to contact me directly.

 

Regards,

 

[[**REDACTED**]]

ITT Space Systems, LLC

[[**REDACTED**]]

 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 












 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Modification No. 28
 To the
 WorldView3 Instrument Purchase Agreement #60151

 

This Modification No. 28 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., a subsidiary of Exelis, Inc. a Delaware corporation with its principal offices located at 400 Initiative Drive„ Rochester, New York, 14606-0488 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and “Parties” means DigitalGlobe and Contractor.

 

WHEREAS, DigitalGlobe and Contractor entered into the WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010;

 

Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following Specification Revision # 9 (Title page (including document # and release date) and change pages included as attachment 1).

 

Scope: Specification Rev. 9 is a cleanup of the specification which includes some previous TBD’s, TBR’s, and minor clarification wording changes.

 

Price: There is no cost associated with this revision.

 

Period of Performance:             This revision will become effective when signed by both companies.

 

Payment Milestone:                 None

 

SUMMARY

 

The value for this Modification #28 is outlined in the following table:

 

	
Change #
    	
 
    	
Change Description
    	
 
    	
$
    	
 
    
	
028
    	
 
    	
Specification Revision #9
    	
 
    	
0.00
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
TOTAL
    	
 
    	
$
    	
0.00
    	
 
    
							


 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Contract value Summary

 

	
Previous Contract Value
    	
 
    	
$
    	
170,259,060.00
    	
 
    
	
Command Generation Tool Update
    	
 
    	
$
    	
0.00
    	
 
    
	
New Contract Value
    	
 
    	
$
    	
170,259,060.00
    	
 
    


 

Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

 

This Modification No. 28 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective as of the last date executed below.

 

	
Contractor
    	
 
    	
DigitalGlobe, Inc.
    
	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
/s/   Steve Linn
    
	
Signature
    	
 
    	
Signature
    
	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
Steve   Linn
    
	
Name
    	
 
    	
Name
    
	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
VP,   SPACE SYSTEMS
    
	
Title
    	
 
    	
Title
    
	
 
    	
 
    	
 
    
	
[[**REDACTED**]]
    	
 
    	
1/27/2014
    
	
Date
    	
 
    	
Date
    


 

DigitalGlobe Proprietary and Confidential

 

Use or disclosure of data is subject to the restriction on the title page of this document.

 











 

FOIA CONFIDENTIAL TREATMENT REQUESTED

 

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

 

	

    	
WV-3 Instrument Spec
    
	
Document Number 10329742
    
	
 
    
	
 
    


 

Attachment 1

 

WV3 Instrument Specification Revision 9 – Title and Change pages

 

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