<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED...............DECEMBER 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission file number 0-27206
SPACEHAB, Incorporated
1595 Spring Hill Road
Suite 360
Vienna, Virginia 22182
(703) 821-3000
Incorporated in the State of Washington I.R.S. Employer
Identification
No. 91-1273737
The number of shares of Common Stock outstanding as of the close of business on
February 5, 1998:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock 11,154,568
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
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SPACEHAB, INCORPORATED AND SUBSIDIARY
DECEMBER 31, 1997 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART 1 FINANCIAL INFORMATION PAGE
----
<S> <C> <C>
Item 1. Unaudited Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1997 3
Condensed Consolidated Statements of Operations for the Three and
Six months ended December 31, 1996 and 1997 4
Condensed Consolidated Statements of Cash Flows for the
Six months ended December 31, 1996 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
2
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PART 1: FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
SPACEHAB, INCORPORATED AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1997
(AUDITED) (UNAUDITED)
------------------------ ---------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 12,886,731 $ 79,856,749
Receivables 5,176,255 8,091,539
Prepaid and other current assets 199,247 1,153,759
--------------------- ---------------------
Total current assets 18,262,233 89,102,047
Property, plant and equipment, net of
accumulated depreciation and amortization
of $38,115,620 and $40,683,502 90,961,873 96,244,607
Goodwill, net of accumulated amortization of $55,947 and $143,780 3,394,773 3,306,940
Deferred mission costs 1,438,910 2,587,452
Other assets, net 392,587 5,655,712
--------------------- ---------------------
Total assets $ 114,450,376 $ 196,896,758
===================== ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable, current portion $ - $ 3,160,000
Loan payable under credit agreement, current portion 500,000 500,000
Accounts payable and accrued expenses 2,408,111 3,295,089
Accrued consulting and subcontracting services 9,052,308 4,441,844
Advanced billings 846,855 -
--------------------- ---------------------
Total current liabilities 12,807,274 11,396,933
Notes payable to shareholder 11,225,246 11,921,643
Loan payable under credit agreement, net of current portion 1,500,000 1,000,000
Note payable, net of current portion - 10,253,074
Convertible notes payable - 63,250,000
Deferred flight revenue 2,295,898 12,313,949
--------------------- ---------------------
Total liabilities 27,828,418 110,135,599
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, authorized
30,000,000 shares, issued and outstanding
11,149,737 and 11,154,568 shares, respectively 81,057,164 81,123,730
Additional paid-in capital 16,299 16,299
Accumulated earnings 5,548,495 5,621,130
--------------------- ---------------------
Total stockholders' equity 86,621,958 86,761,159
--------------------- ---------------------
Total liabilities and stockholders' equity $ 114,450,376 $ 196,896,758
===================== ======================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
3
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SPACEHAB, INCORPORATED AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
------------------------------------ --------------------------------
1996 1997 1996 1997
-------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenue $ 22,992,176 $ 17,755,687 $ 23,105,418 $ 20,292,944
Costs of revenue:
Integration and operations 6,425,204 5,307,476 8,972,459 8,347,336
Depreciation 2,376,138 978,461 4,752,277 1,956,921
Insurance and other 106,250 1,633,723 106,250 2,854,596
-------------- --------------- --------------- --------------
Total costs of revenue 8,907,592 7,919,660 13,830,986 13,158,853
-------------- --------------- --------------- --------------
Gross profit 14,084,584 9,836,027 9,274,432 7,134,091
Operating expenses:
Marketing, general and administrative 1,622,120 3,243,010 2,982,527 5,880,734
Research and development 314,564 759,768 314,564 1,051,577
-------------- --------------- --------------- --------------
Total operating expenses 1,936,684 4,002,778 3,297,091 6,932,311
-------------- --------------- --------------- --------------
Income from operations 12,147,900 5,833,249 5,977,341 201,780
Interest expense, net of capitalized amounts (318,035) (1,175,542) (678,317) (1,378,335)
Interest and other income 459,665 1,699,447 814,574 1,409,880
Other expense - - 897,649 -
-------------- --------------- --------------- --------------
Income before income taxes 12,289,530 6,357,154 5,215,949 233,325
Income tax expense 1,230,000 78,461 1,230,000 160,688
-------------- --------------- --------------- --------------
Income before extraordinary item 11,059,530 6,278,693 3,985,949 72,637
============== =============== =============== ==============
Extraordinary item - gain on early retirement
of debt, net of taxes - - 3,274,029 -
-------------- --------------- --------------- --------------
Net income $ 11,059,530 $ 6,278,693 $ 7,259,978 $ 72,637
Basic earnings per share:
Income before extraordinary item $ 1.00 $ 0.56 $ 0.36 $ 0.01
Extraordinary item - - 0.30 -
-------------- --------------- --------------- --------------
Net income per share $ 1.00 $ 0.56 $ 0.66 $ 0.01
============== =============== =============== ==============
Shares used in computing net income
per share 11,111,997 11,149,789 11,091,443 11,148,830
============== =============== =============== ==============
Diluted earnings per share:
Income before extraordinary item $ 0.99 $ 0.47 $ 0.36 $ 0.01
Extraordinary item - - 0.29 -
-------------- --------------- --------------- --------------
Net income per share $ 0.99 $ 0.47 $ 0.65 $ 0.01
============== =============== =============== ==============
Shares used in computing net income
per share - assuming dilution 11,146,236 15,034,271 11,147,737 11,401,426
============== =============== =============== ==============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
4
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SPACEHAB, INCORPORATED AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31,
1996 1997
------------------- --------------------
<S> <C> <C>
Cash flows provided by (used for) operating activities:
Net income $ 7,259,978 $ 72,637
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,894,891 2,655,715
Gain on early retirement of debt,
net of taxes, before legal expenses (3,383,892) -
Amortization of financing fees - 134,085
Changes in assets and liabilities:
Increase in accounts receivable (1,600,992) (2,915,284)
Increase in prepaid and other
current assets (896,872) (954,512)
Increase in deferred mission costs (99,873) (1,148,542)
Increase in other assets (121,967) (1,574,973)
Increase (decrease) in deferred flight revenue (4,598,576) 10,018,051
Increase (decrease) in accounts payable
and accrued expenses (2,232,186) 886,978
Increase in advanced billings - (846,855)
Decrease in accrued consulting
and subcontracting services (269,689) (692,606)
------------------- --------------------
Net cash provided by (used for) operating activities (1,049,178) 5,634,694
------------------- --------------------
Cash flows used for investing activities:
Payments for modules under construction (2,232) (8,339,226)
Payments for building under construction - (2,046,419)
Purchase of property and equipment (2,000,414) (686,432)
------------------- --------------------
Net cash used for investing activities (2,002,646) (11,072,077)
------------------- --------------------
Cash flows provided by (used for) financing activities:
Payment of note payable to Insurers (3,185,060) (500,000)
Payment of debt placement fees - (3,822,239)
Proceeds from issuance of convertible notes payable - 63,250,000
Payment of legal fees on early retirement of debt (109,986) -
Proceeds from note payable - 13,413,074
Proceeds from issuance of common stock 24,000 66,566
------------------- --------------------
Net cash provided by (used for) financing activities (3,271,046) 72,407,401
------------------- --------------------
Net increase (decrease) in cash
and cash equivalents (6,322,870) 66,970,018
Cash and cash equivalents at beginning of period 50,795,548 12,886,731
------------------- --------------------
Cash and cash equivalents at end of period $ 44,472,678 $ 79,856,749
=================== ====================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
5
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SPACEHAB, INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting of only normal
recurring accruals, necessary for a fair presentation of the consolidated
financial position of SPACEHAB, Incorporated and subsidiary ("SPACEHAB" or the
"Company") as of December 31, 1997, and the results of their operations for the
three and six month periods ended December 31, 1996 and 1997 and their cash
flows for the six months ended December 31, 1996 and 1997. However, the
consolidated financial statements are unaudited, and do not include all related
footnote disclosures. The results of operations for the three and six months
ended December 31, 1997 are not necessarily indicative of the results that may
be expected for the full year. The Company's results of operations fluctuate
significantly from quarter to quarter. The interim unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements appearing in the Company's
Form 10-K for the year ended June 30, 1997.
2. EARNINGS PER SHARE:
In December 1997, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 128, Earnings Per Share, which establishes new
guidelines for the calculations of earnings per share. Earnings per share for
all prior periods have been restated to reflect the provisions of this
Statement.
The following are reconciliations of the numerators and denominators of the
basic and diluted earnings per share computations for "income before
extraordinary item" and "extraordinary item" for the three and six month
periods ended December 31, 1997 and 1996, respectively:
<TABLE>
<CAPTION>
Three months ended December 31, 1997 Three months ended December 31, 1996
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
--------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to common
stockholders $6,278,693 11,149,789 $0.56 $11,059,530 11,111,997 $1.00
Effect of dilutive
securities:
Convertible notes payable $797,063 3,626,446 $ - - - -
Options and warrants - 258,036 - - 34,239 -
-------------- -------------- --------- ------------- -------------- ---------
Diluted EPS:
Income available to common
stockholders $7,075,756 15,034,271 $0.47 $11,059,530 11,146,236 $0.99
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Six months ended December 31, 1997 Six months ended December 31, 1996
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income before
extraordinary item $72,637 11,148,830 $0.01 $3,985,949 11,091,443 $0.36
Extraordinary item - - - $3,274,029 11,091,443 $0.30
Effect of dilutive
securities:
Convertible notes - - $ - - 54,620 -
payable
Options and warrants - 252,596 - - 1,674 -
------------- ------------ ---------- ------------- ------------- -------
Diluted EPS:
Income available to
common stockholders:
Income before
extraordinary item $72,637 11,401,426 $0.01 $3,985,949 11,147,737 $0.36
Extraordinary item - - - $3,274,029 11,147,737 $0.29
</TABLE>
Convertible notes payable outstanding as of December 31, 1997, convertible into
4,642,202 shares of common stock at $13.625 per share and due October 2007,
were not included in the computation of diluted EPS for the six month period
ended December 31, 1997 as the inclusion of the converted notes would be
anti-dilutive.
Options and warrants to purchase 2,377,856 shares of common stock, at prices
ranging from $7.50 to $24.00 per share, were outstanding for the six months
ended December 31, 1996, but were not included in the computation of diluted
EPS because the options' and warrants' exercise prices were greater than the
average market price of the common shares during the six months ended December
31, 1996. Similarly, additional options to purchase 50,000 shares of common
stock at a price of $7.00 per share were also not included in the diluted EPS
calculation for the three month period ended December 31, 1996. The options
expire between July 13, 1997 and April 15, 2005 and warrants expire between
December 31, 1996 and June 21, 1998.
Options and warrants to purchase 1,161,560 shares of common stock, at prices
ranging from $11.00 to $14.88 per share, were outstanding for the three and six
month periods ended December 31, 1997, but were not included in the computation
of diluted EPS because the options' and warrants' exercise prices were greater
than the average market price of the common shares during the three and six
month periods ended December 31, 1997. The options expire between January 31,
1998 and October 21, 2004 and warrants expire between December 31, 1997 and
June 21, 1998.
3. DEPRECIATION OF FLIGHT MODULES:
Effective July 1, 1997, the Company extended the estimated useful lives of its
space modules through 2012. This change in accounting estimate is treated
prospectively and is based on current available information from NASA, which
has estimated the life of the Space Shuttle program through at least 2012.
7
<PAGE> 8
4. REVENUE RECOGNITION:
Revenue is recognized upon completion of each module flight under the Mir
contract. Total contract revenue is allocated to each flight based on the
amount of services the Company provides on the flight relative to total
services provided for all flights under contract. Obligations associated with a
specific mission, e.g., integration services, are also recognized upon
completion of the mission. For new contract awards for which the capability to
successfully complete the contract can be reasonably assured and costs at
completion can be reliably estimated at contract inception, revenue recognition
under the percentage-of-completion method is being reported based on costs
incurred on a per mission basis over the period of the contract. The percentage
of completion method will result in the recognition of revenue over the period
of contract performance, thereby decreasing quarter by quarter fluctuations of
reported revenue. Revenue provided by the Astrotech payload processing
facilities is recognized ratably over the occupancy period of the satellites at
the Astrotech facilities.
5. STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION:
(a) Cash paid for interest costs was $0.92 million and $0.68 million for the
six months ended December 31, 1997 and 1996, respectively. The Company
capitalized interest of approximately $0.83 million and $0.02 million during
the six months ended December 31, 1997 and 1996, respectively. (b) The Company
paid $1.27 million and $1.40 million for income taxes during the six months
ended December 31, 1997 and 1996, respectively.
6. NEW CREDIT FACILITIES:
On June 16, 1997, the Company entered into a $10.0 million line of credit
agreement with a financial institution. Outstanding balances on the line of
credit accrue interest at either the lender's prime rate or a LIBOR-based rate,
and are collateralized by certain assets of the Company. The term of the
agreement is through October 1999. As of December 31, 1997, the Company had
not drawn against the line of credit.
On July 14, 1997, the Company's wholly-owned subsidiary, Astrotech, entered
into a five year credit facility with a financial institution for loans of up
to $15.0 million. This loan is collateralized by the assets of Astrotech and
certain other assets of the Company, and is guaranteed by the Company.
Interest accrues at LIBOR plus three percent. Through December 31, 1997, the
Company had drawn $14.12 million against this loan. As of December 31, 1997,
the outstanding balance on this loan was $13.41 million.
In October 1997, the Company completed a private placement offering for $63.25
million of aggregate principal of 8% Convertible Subordinated Notes due 2007.
Interest is payable semi-annually. The notes are convertible into the common
stock of the Company at a rate of $13.625 per share. This offering provided
the Company with net proceeds of approximately $59.91 million to be used for
capital expenditures associated with the development and construction of space
related assets and for general corporate purposes.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
This document may contain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including (without limitation) the "General" and
"Liquidity and Capital Resources" sections of this Item 2. Such statements are
subject to certain risks and uncertainties, including those discussed herein,
which could cause actual results to differ materially from those projected in
such statements.
SPACEHAB was incorporated in 1984 to commercially develop space habitat
modules to operate in the cargo bay of the Space Shuttles.
The Company currently operates under two contracts with NASA, the Mir
Contract, with a total contract value of $90.2 million and the Research and
Logistics Module Services Contract, (the "REALMS Contract"), a $61.8 million
contract for two research missions on board the Space Shuttle and a logistics
mission to resupply the International Space Station. To date, the Company has
recognized $65.8 million of the Mir contract value, representing the completion
of the first five missions. The remaining $24.4 million represents the final
two Mir option missions scheduled to be flown during fiscal 1998. The
aggregate value of the newly awarded REALMS contract is $42.8 million for three
firm missions for NASA. The additional $19.0 million will be derived from
three of NASA's major International Space Station partners; the European Space
Agency (ESA), the National Space Development Agency of Japan (NASDA) and the
Canadian Space Agency (CSA). The Company has the potential to increase the
total current contract value of $61.8 million by approximately $22.0 million
through module usage sales to commercial customers for microgravity space
research. Additionally, the REALMS contract has an option for a fourth mission
valued at a minimum of $15.8 million. The first two of these missions are
scheduled for flights in the second quarter of fiscal 1999; the third is
currently projected for launch in May 2000.
SPACEHAB generates revenue by providing lockers and/or volume within the
SPACEHAB Modules, and by integration and operations support services provided
to scientists and researchers responsible for the experiments and/or by NASA or
International Agencies to carry logistics supplies for Module missions aboard
the Shuttle system. Under the Mir Contract, the Company recognizes revenue
only at the completion of each Space Shuttle mission utilizing Company assets.
Accordingly, the Company's quarterly revenue and profits have fluctuated
dramatically based on NASA's launch schedule and will continue to do so under
the Mir Contract and any other contract for which revenue is recognized only
upon completion of a mission. For the REALMS contract and for future contact
awards for which the capability to successfully complete the contract can be
demonstrated at contract inception, revenue recognition under the
percentage-of-completion method is being reported based on costs incurred on a
per mission basis over the period of the contract. The percentage-of-completion
method results in the recognition of revenue over the period of contract
performance, thereby decreasing the quarter-by-quarter fluctuations of reported
revenue.
Astrotech revenue is derived from various multiyear fixed price contracts
with satellite and launch vehicle manufacturers. The services and facilities
Astrotech provides to its customers support the final assembly, checkout and
countdown functions associated with preparing a satellite for launch. This
preparation includes: the final assembly and checkout of the satellite,
installation of the solid rocket motors, loading of the liquid propellant,
encapsulation of the satellite in the launch vehicle, transportation to the
launch pad and command and control of the satellite during pre-launch
countdown. Revenue provided by the Astrotech payload processing facilities is
recognized ratably over the occupancy period of the satellites in the Astrotech
facilities. Astrotech will recognize additional revenue from an exclusive
multiyear agreement to process all Sea Launch program payoads at the Boeing
facility in Long Beach, California.
The expenses associated with the operations of SPACEHAB are recorded based
on the type of expense. Costs of revenue include integration and operations
expenses associated with the performance of two types of efforts: (i)
sustaining engineering in support of all missions under a contract and (ii)
mission specific experiment support.
9
<PAGE> 10
Expenses associated with sustaining engineering are expensed as incurred.
Mission specific expenses relating to the Mir Contract are recorded as assets
and not expensed until the specific Space Shuttle mission is flown and the
related revenue is recognized. Other costs of revenue include depreciation
expense and costs associated with the Astrotech payload processing facilities.
Flight related insurance covering transportation of the SPACEHAB Modules from
SPACEHAB's payload processing facility to the Space Shuttle, in-flight
insurance and third-party liability insurance are also included in costs of
revenue and are expensed as incurred. Marketing, general and administrative
and interest and other expenses are recognized when incurred.
RESULTS OF OPERATIONS
For the three months ended December 31, 1997 as compared to the three
months ended December 31, 1996.
Revenue. The Company recorded revenue of approximately $17.76 and $22.99
million for the three months ended December 31, 1997 and 1996, respectively. In
accordance with the Company's revenue recognition policy for the Mir and the
Commercial Middeck Augmentation Module contract (the "CMAM" contract)
Contracts, revenue is recorded at the completion of a mission when the SPACEHAB
modules are returned to the Company. Revenue was recognized for the fifth Mir
Contract mission ($13.60 million) during the quarter ended December 31, 1997 in
addition to revenue generated from the REALMS Contract ($1.72 million) and from
Astrotech ($2.43 million). In contrast, revenue for the quarter ended December
31, 1996 was derived from the CMAM Contract($7.96 million), the Mir Contract
($14.22 million) and the NASDA/ESA Contract ($0.81 million).
Costs of Revenue. Costs of revenue for the quarter ended December 31,
1997 decreased 11.09% to $7.92 million, as compared to $8.91 million for
quarter ended December 31, 1996. The primary components of costs of revenue for
the quarter ended December 31, 1997 include integration and operation costs
under the Mir Contract ($4.60 million), the REALMS Contract ($0.89 million),
and the NASDA/ESA Contract ($0.12 million); Astrotech operations ($1.24
million); and, depreciation ($0.98 million). The primary components of costs of
revenue for the quarter ended December 31, 1996 included integration and
operations costs under the Mir Contract ($5.27 million), the NASDA/ESA Contract
($0.76 million) and the CMAM Contract ($0.40 million); and, depreciation ($2.38
million). This decrease in depreciation expense during 1997 is primarily
attributable to the impact of extending the estimated useful lives of the
Company's modules. This change in accounting estimate is treated prospectively
and is based on current available information from NASA, which extends the
estimated useful life of the space shuttle program to at least 2012.
Operating Expenses. Operating expenses increased approximately 106.68% to
approximately $4.00 million for the three months ended December 31, 1997 as
compared to approximately $1.94 million for the three months ended December 31,
1996. This increase is due primarily to the Company's efforts to increase
staff, adding strength in engineering, design and research and development
capabilities and reflects the additional costs of approximately $0.39 million
incurred for operating the Astrotech subsidiary.
Interest Expense. Interest expense was approximately $1.18 million for
the three months ended December 31, 1997 as compared to approximately $0.32
million for the three months ended December 31, 1996. There was approximately
$0.45 million and $0.02 million capitalized amounts for the quarter ended
December 31, 1997 and 1996, respectively. Capitalized interest for the quarters
ended December 31, 1997 and 1996 was based on the construction of the Company's
science module with double module hardware, which will be placed in service
beginning in late 1999. Additional amounts were capitalized during the quarter
ended December 31, 1997 relating to the construction of an expanded facility
for Astrotech.
Interest and Other Income. Interest and other income was approximately
$1.70 million and $0.46 million for the three months ended December 31, 1997
and 1996, respectively. This increase is due to short term interest earned by
the Company for the investment of proceeds received from the Company's debt
financings completed during July and October 1997.
10
<PAGE> 11
Net Income. Net income was approximately $6.28 million, or $0.56 per
share (basic EPS) ,for the quarter ended December 31, 1997, on 11,149,789
shares, as compared to $11.06 million, or $1.00 per share (basic EPS), for the
quarter ended December 31, 1996, on 11,111,997 shares.
For the six months ended December 31, 1997 as compared to the six months
ended December 31, 1996.
Revenue. The Company recorded revenue of approximately $20.29 million and
$23.11 million for the six months ended December 31, 1997 and 1996,
respectively. Revenue recognized during the six months ended December 31, 1997
was from the Mir Contract ($13.60 million), REALMS Contract ($1.72 million) and
Astrotech ($4.97 million). Conversely, for the six months ended December 31,
1996 the Company's revenue was attributable to the Mir Contract ($14.22
million), CMAM Contract ($7.96 million) and NASDA/ESA Contract ($0.93 million).
Costs of Revenue. Costs of revenue for the six months ended December 31,
1997 decreased 4.86% to $13.16 million, as compared to $13.83 million for six
months ended December 31, 1996. The primary components of costs of revenue for
the six months ended December 31, 1997 include integration and operation costs
under the Mir Contract ($7.51 million), REALMS Contract ($0.93 million), and
the NASDA/ESA Contract ($0.20 million); Astrotech operations ($2.46 million);
and, depreciation ($1.96 million). In contrast, the primary components of costs
of revenue for the six months ended December 31, 1996 included integration and
operations costs under the Mir Contract ($7.17 million), the NASDA/ESA Contract
($0.85 million) and the CMAM Contract ($1.06 million); and, depreciation ($4.75
million). This decrease in depreciation expense is attributable to the impact
of extending the estimated useful lives of the Company's modules. This change
in accounting estimate is treated prospectively and is based on current
available information from NASA, which extends the estimated useful life of the
Space Shuttle program to at least 2012.
Operating Expenses. Operating expenses increased by approximately 110.26%
to approximately $6.93 million for the six months ended December 31, 1997 as
compared to approximately $3.30 million for the six months ended December 31,
1996. This increase is due primarily to the Company's efforts to increase
staff, adding strength in engineering, design and research and development
capabilities and reflects the additional costs of approximately $0.67 million
for operating the Astrotech subsidiary.
Interest Expense. Interest expense was approximately $1.38 million for
the six months ended December 31, 1997 as compared to approximately $0.68
million for the six months ended December 31, 1996. There was approximately
$0.83 million and $0.02 capitalized interest amounts for the six months ended
December 31, 1997 and 1996, respectively. Interest was capitalized based on
the construction of the Company's science module with double module hardware
during the six months ended December 31, 1997 and 1996, however, additional
amounts were capitalized in 1997 for costs incurred on the construction of an
expanded facility for Astrotech.
Interest and Other Income. Interest and other income was approximately
$1.41 million and $0.81 million for the six months ended December 31, 1997 and
1996, respectively. This increase is due to short-term interest earned by the
Company for the investment of proceeds received from the Company's credit
facilities.
Net Income/Loss. Net income was approximately $0.07 million, or $0.01 per
share (basic and diluted EPS), on 11,148,830 shares (basic EPS) as compared to
$7.26 million, or $0.66 per share (basic EPS), for the six months ended
December 31, 1996, on 11,091,443 shares.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its capital expenditures, research
and development and working capital requirements with progress payments under
its contracts, including the CMAM Contract, the Mir Contract, the NASDA/ESA
Contracts and Astrotech's operations, as well as with proceeds received from
private equity offerings and borrowings under credit facilities. During
December 1995, SPACEHAB completed an initial public offering of
11
<PAGE> 12
common stock (the "Offering"), which provided the Company with net proceeds of
approximately $43.48 million. In June 1997, the Company signed an agreement
with a financial institution securing a $10.0 million revolving line of credit
(the "Revolving Line of Credit") that the Company may use for working capital
purposes. As of December 31, 1997, no amounts were drawn on this line of
credit. In July 1997, Astrotech obtained a five-year term loan (the "Term Loan
Agreement"), which is guaranteed by SPACEHAB, and provides for draws of up to
$15.0 million for general corporate purposes. Through December 31, 1997, the
Company had drawn $14.12 million on this loan and had an outstanding balance on
that date of $13.41 million. Further, on October 21, 1997 the Company completed
a private placement offering of convertible subordinated notes (the "Notes
Offering"), which provided the Company with net proceeds of approximately
$59.91 million to be used for capital expenditures associated with the
development and construction of space related assets and for general corporate
purposes.
Cash Flows from Operating Activities. Cash flows provided by (used for)
operating activities for the six months ended December 31, 1997 and 1996, were
$5.63 million and ($1.05) million respectively. The increase in cash flows
provided by operating activities is due to a variety of offsetting factors. The
most significant factor of this increase is deferred flight revenue, which
reflects billing during the six months ended December 31, 1997 for the option
missions under the Mir contract and the REALMS contract.
Cash Flows from Investing Activities. For the six months ended December
31, 1997 and 1996, cash flows used for investing activities consisted of
capital expenditures of approximately $11.07 million and $2.00 million,
respectively. Of this amount, $4.42 million of the expenditures in the current
year are attributable to the construction of the Company's science module with
double module hardware, which module is to be completed in early 1999. The
Company anticipates that it will spend between $35.0 million and $38.0 million
in total on the asset. As of December 31, 1997, the Company has spent
approximately $18.19 million on this asset. In addition, the Company has spent
approximately $2.05 million for the construction of an expanded facility for
Astrotech.
Cash Flows from Financing Activities. Cash flows provided by (used for)
financing activities were approximately $72.41 million and ($3.27) million for
the six months ended December 31, 1997 and 1996, respectively. During the six
months ended December 31, 1997, the Company received net proceeds of
approximately $13.41 million under the Term Loan Agreement. In August 1997,
the Company also made the first payment of $0.50 million under the Credit
Agreement. In October 1997, the Company received net proceeds of approximately
$59.91 million by completing an offering of $55.00 million of its 8%
Convertible Subordinated Notes due 2007 as well as exercise of the
underwriters' over-allotment for an additional $8.25 million.
The Company believes that cash flows from the Notes Offering, the Term
Loan Agreement, the Revolving Line of Credit and other current financing
activities will be sufficient to meet any cash flow requirements from
operations and other funding requirements for capital asset construction and
development for at least the next twelve months.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
12
<PAGE> 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
( a ) The Annual meeting was held on October 21, 1997.
( b ) The existing Board of Directors stood for and were duly reelected
at this Annual Meeting.
The names of the directors are as follows:
Hironori Aihara
Robert A. Citron
Dr. Edward E. David, Jr.
Dr. Shelley Harrison
Dr. Shi H. Huang
Chester M. Lee
Gordon S. Macklin
Dr. Brad M. Meslin
Dr. Udo Pollvogt
Alvin L. Reeser
James R. Tompson
Prof. Ernesto Vallerani
( c ) The following matters were brought to a vote of the shareholders
at the meeting:
1. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for fiscal year 1998.
For 7,180,750 Against 1,105 Abstain 3,699
2. To approve the amendments to the Company's 1994 Stock Incentive Plan to
increase the total number of shares reserved and available for distribution
under the Plan to 2,750,000.
For 2,896,691 Against 1,799,888 Abstain 13,040
3. To adopt the Company's 1997 Employee Stock Purchase Plan.
For 3,156,386 Against 1,540,226 Abstain 13,007
4. To approve the amendments to the Company's 1995 Directors Stock Option
Plan to increase the total number of shares reserved and available for
distribution under the Plan to 500,000.
For 3,916,733 Against 1,311,137 Abstain 15,048
All four items presented to the shareholders were approved and implemented.
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The separate Index to Exhibits accompanying this filing is
incorporated herein by reference.
(b) Reports on Form 8-K.
1. Report on Form 8-K filed on October 29, 1997 disclosing the
Registrant's completion of an offering of $55 million of its 8%
Convertible Subordinated Notes due 2007 and the closing on an
over-allotment option for an additional $8.250 million of its 8%
Convertible Subordinated Notes due 2007.
13
<PAGE> 14
2. Report on Form 8-K filed on January 21, 1998 disclosing the
Registrant's retirement of Chester M. Lee as president and
appointment of David A. Rossi, current senior Vice President of
Business Development, to president, effective on January 14, 1998.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
<S> <C>
10.1* ESA Contract, dated October 10, 1997, between the Registrant and
INTOSPACE GmbH (the "ESA Contract").
10.2 NAS 97-199, dated December 21, 1997, between the Registrant and NASA (the "REALMS Contract").
10.3 Letter Contract Number SHB 1014, dated August 13, 1997, between the Registrant and McDonnell Douglas
Aerospace-Huntsville, (as amended).
10.4 Employment Agreement and Non-Interference Agreement dated January 15, 1998, between the Company and
Chester M. Lee.
10.5 Employment Agreement and Non-Interference Agreement dated January 15, 1998, between the Company and David
A. Rossi.
10.6 Amendment number 1 to Employment Agreement and Non-Interference Agreement dated April 1, 1997, between
the Company and Shelley A. Harrison.
10.7 Amendment number 1 to Loan and Security Agreement dated December 31, 1997, between the Company and First
Union National Bank.
11. Statement regarding Computation of Earnings Per Common Share.
21.** Subsidiary of the Registrant
27 Financial Data Schedule
</TABLE>
* Incorporated by reference to the Registrant's Form 10-Q for the
quarter ended September 30, 1997 filed with the Securities and
Exchange Commission on November 6, 1997.
** Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended June 30, 1997 filed with the
Securities and Exchange Commission on September 12, 1997.
14
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPACEHAB, INCORPORATED
Date: February 06, 1998 /S/ MARGARET E. GRAYSON
----------------------- ---------------------------------------
Margaret E. Grayson
Vice President of Finance (CFO)
Treasurer, and Assistant Secretary
(Principal Financial and Accounting
Officer)
15
<PAGE> 1
EXHIBIT 10.2
PART I - THE SCHEDULE
SECTION A
CONTRACT FORM
A.1 DETAILED TABLE OF CONTENTS
This contract consists of the following Sections:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION A - TABLE OF CONTENTS
A.1 DETAILED TABLE OF CONTENTS i
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
B.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE B-1
B.2 FIRM-FIXED-PRICE B-1
B.3 MILESTONE SCHEDULE B-1
SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT C-1
SECTION D - RESERVED D-1
SECTION E - INSPECTION AND ACCEPTANCE
E.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE E-1
E.2 ACCEPTANCE E-1
E.3 DEFINITION OF ACCEPTABLE SERVICE E-1
E.4 QUALITY ASSURANCE SURVEILLANCE PLAN E-2
SECTION F - DELIVERIES OR PERFORMANCE
F.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE F-1
F.2 COMPLETION OF WORK F-1
</TABLE>
i
<PAGE> 2
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
F.3 OPTION TO EXTEND COMPLETION OF WORK F-12
F.4 AGREEMENT CONCERNING DELAYS IN SHUTTLE LAUNCH F-18
DATES AS SET FORTH IN THE CONTRACT AND RELATED
EQUITABLE ADJUSTMENTS
SECTION G - CONTRACT ADMINISTRATION DATA
G.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE G-1
G.2 TECHNICAL DIRECTION G-1
G.3 LIST OF GOVERNMENT-FURNISHED PROPERTY G-2
G.4 BASE SUPPORT G-6
G.5 SUBMISSION OF INVOICES G-6
G.6 IDENTIFICATION OF EMPLOYEES G-7
G.7 SECURITY CONTROLS AT KSC G-7
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE H-1
H.2 LIMITATION OF FUNDS -- DEVIATION H-1
H.3 REPRESENTATIONS, CERTIFICATIONS, AND OTHER
STATEMENTS OF OFFERORS H-3
H.4 CONTRACTOR REPRESENTATIVE(S) H-3
H.5 PRICE PRESENTATION H-3
H.6 REPORTS OF WORK AND DOCUMENTATION H-4
H.7 AGREEMENT CONCERNING BUYBACK OF UNUSED MOUDLE CAPACITY H-4
H.8 AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR
UNIQUE INTEGRATION HARDWARE AND SERVICES H-4
H.9 AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR
MODULE MALFUNCTION H-5
H.10 AGREEMENT CONCERNING THIRD PARTY INDEMNIFICATION
AND CONTINGENT PROPERTY LIABILITY H-5
SECTION I - CONTRACT CLAUSES
I.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE I-1
I.2 APPROVAL OF CONTRACT I-3
</TABLE>
ii
<PAGE> 3
<TABLE>
<S> <C>
SECTION I - CONTRACT CLAUSES PAGE
----
I.3 RIGHTS IN DATA--GENERAL--ALTERNATE II AS MODIFIED BY
NASA FAR SUPPLEMENT I-3
I.4 CLAUSES INCORPORATED BY REFERENCE I-8
I.5 OMBUDSMAN I-8
SECTION J - LIST OF ATTACHMENTS J-1
</TABLE>
iii
<PAGE> 4
SECTION B
SUPPLIES OR SERVICES AND PRICES/COSTS
B.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE
NUMBER DATE TITLE
------ ---- -----
No FAR By reference clauses in Section B.
II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR
CHAPTER 18)
CLAUSE
NUMBER DATE TITLE
------ ---- -----
No NASA By reference clauses in Section B.
B.2 FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)
The total firm-fixed price of this contract is $42,860,000.
(End of clause)
B.3 MILESTONE SCHEDULE
The firm-fixed price for the lease of module and related services on a
per-flight basis is established as follows:
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
1. Lease of Research Single Module and
related integration services on
STS-95 (55% NASA Allocation)
1a Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan Launch (L)-8 mo. $3,000,000
1b Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $2,000,000
</TABLE>
B-1
<PAGE> 5
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C>
1c All Interface Control Agreements
(Interface Control Documents (ICD's),
Stowage Interface Agreements (SIA's),
Payload Transfer Agreements (PTA's))
baselined L-3 mo. $ 1,000,000
1d Analytical Engineering Analyses
(Structural, Thermal, Electromagnetic
Interference/Electromagnetic
Compatibility (EMI/EMC) and
Acoustics) delivered to Space
Shuttle Program(SSP) L-2 mo. $ 500,000
1e Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 500,000
1f Post-flight destow process complete Return ( R )+1 mo. $ 1,000,000
SUBTOTAL STS-95 $ 8,000,000
2 Lease of Logistics Double Module and
related integration services
on STS-96 (100% NASA Allocation)
2a Baseline MRAD, submit CIP Addendum L-11 mo. $ 3,765,000
2b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 1,882,500
2c Submittal of Phase III Safety Data L-5 mo. $ 3,765,000
Packages (Flight & Ground)
2d All Interface Control Agreements
(core ICD's, SIA's, PTA's)
baselined L-3 mo. $ 1,882,500
2e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 941,250
2f Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 941,250
2g Post-flight destow process complete R+1 mo. $ 1,882,500
TOTAL PAYMENTS-STS-96 $15,060,000
</TABLE>
B-2
<PAGE> 6
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
3 Lease of Research Double Module
and related integration services
on STS-107, (82 % NASA Allocation)
3a Baseline MRAD, submit CIP Addendum L-12 mo. $ 3,712,500
3b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 3,712,500
3c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 4,950,000
3d All Interface Control Agreements
(core ICD's, SIA's, PTA's) baselined L-3 mo. $ 2,475,000
3e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 1,237,500
3f Delivery of flight-ready SPACEHAB
module in accordance with the
SOW to KSC L-1 mo. $ 1,237,500
3g Post-flight destow process complete R+1 mo. $ 2,475,000
SUBTOTAL STS-107 $19,800,000
TOTAL PAYMENTS $42,860,000
</TABLE>
Milestone payments shall be made until the contractor's accounting system is
approved by the Defense Contract Audit Agency (DCAA). Following DCAA approval
of the contractor's accounting system, milestone payments shall be used to
liquidate progress payments. The milestone invoices will be credited for
amounts received as progress payments during that milestone period.
(End of clause)
[END OF SECTION]
B-3
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SECTION C
STATEMENT OF WORK
C-1
<PAGE> 8
INDEX TO THE
SPACEHAB RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
STATEMENT OF WORK
1.0 Scope
2.0 Services Provided to the Government
2.1 Lease of SPACEHAB Flight Hardware
2.2 Summary of Contractor Integration & Operations Services
2.3 Summary of SPACEHAB Module Resources
2.4 Orbiter Middeck Resources
2.5 Design Reviews and Program Status
3.0 SPACEHAB Module Performance Requirements
3.1 Module Configuration
3.2 Environmental Control
3.2.1 Heat Rejection
3.2.2 External Thermal Requirements
3.2.3 Vacuum Venting
3.2.3.1 Module Venting
3.2.3.2 Payload Venting
3.3 Power
3.4 Command and Data Management Systems
3.4.1 Orbiter-to-Module Services
3.4.1.1 Monitoring and Control
3.4.1.2 Command and Data
3.4.1.3 Flight Crew Communications
3.4.1.4 Closed Circuit Television (CCTV)
3.4.1.5 Caution and Warning (C&W)
3.4.2 Module-to-Payload Services
3.4.2.1 Monitoring and Control
3.4.2.2 Command and Data
3.4.2.3 Onboard Recording
3.4.2.4 Timing Signals
3.5 Electromagnetic Interference/Compatibility (EMI/EMC)
3.6 Extravehicular Activity (EVA) Compatibility
4.0 Contractor Integration and Operations Responsibilities
4.1 Payload (Level III) Integration Support
4.1.1 Payload Complement Definition
4.1.2 Payload Analytical Integration
4.2 Cargo Element (Level II) Integration Support
4.2.1 Mission Payload Complement Definition
4.2.2 Cargo Element Integration
4.2.3 Cargo Element Integration Documentation
4.3 Flight Design Support
4.4 Mission Training Support
4.4.1 SPACEHAB Systems Training Support
4.4.2 SPACEHAB Payload Training
4.4.3 Training Aids and Mockups
4.5 SPACEHAB Module Systems. Configuration and Stowage Data
4.6 Space Shuttle Program Flight Documentation
4.7 SPACEHAB Integration Facility
4.8 SPACEHAB Mission Support
C-1
<PAGE> 9
INDEX TO THE
SPACEHAB RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
STATEMENT OF WORK
5.0 Integrated Operations
5.1 Integrated Operations Planning
5.2 Ground Operations
5.2.1 Contractor Payload Support
5.2.2 Launch Site Integration
5.2.3 Contractor KSC Support
5.2.4 Delivery to KSC
5.2.5 KSC Facility Compatibility
5.2.6 Fit Checks
5.2.7 Late Access
5.2.8 Launch Support
5.2.9 Scrub Turnaround
5.2.10 End-of-Mission Access
5.2.11 Return to the SPPF
5.2.12 Post-Flight Data Analysis
5.3 Flight Operations Support
6.0 Safety
6.1 SPACEHAB Module Design and Flight Operations Requirements
6.2 GSE Design and Ground Operations Requirements
6.3 Safety and Review Requirements
7.0 Major Milestones
8.0 Applicable Documents
C-2
<PAGE> 10
SPACEHAB
RESEARCH AND LOGISTICS MISSION SUPPORT (REALMS)
STATEMENT OF WORK
1.0 SCOPE
From time to time, the National Aeronautics and Space Administration (NASA)
offers Space Shuttle flight opportunities in support of research in the fields
of materials science/processing, biological research, fluid dynamics, etc.
This research requires accommodations in a pressurized habitable volume and
interactive flight crew operations. Additionally, outfitting and logistical
resupply of the International Space Station (ISS) requires a pressurized
habitable volume much greater than that available in the Orbiter middeck to
carry the necessary items. To provide flight opportunities for research
missions and to support the logistics needs of the ISS, NASA must obtain
pressurized habitable modules with integration services from the private sector
to augment the present Space Shuttle Orbiter middeck capabilities. Use of
unpressurized payload accommodation capability resulting from the installation
of pressurized habitable modules is not precluded on any mission.
In order to provide flight opportunities to a complement of research payloads
on two missions the Contractor shall provide a SPACEHAB Single Module (SM)
payload carrier with end-to-end payload and mission management, and integration
and operations services for Space Transportation System (STS) mission-95
(STS-95), currently scheduled to launch on October 8, 1998. The Contractor
shall provide a Research Double Module (RDM) payload carrier with end-to-end
payload and mission management, and integration and operations services for the
STS-107 mission, currently scheduled to launch on May 11, 2000.
To support the outfitting of the ISS, the Contractor shall provide a Logistics
Double Module (LDM) payload carrier with end-to-end payload and mission
management, and integration and operations services for the STS-96 mission,
currently scheduled to launch on December 9, 1998.
To determine the degree of interest in the research and new technology
community in commercial space flight opportunities NASA will allow the
Contractor to contract with its commercial, international and external
(non-NASA) customers for payload carrying capability (gross payload mass) not
required by the Government. No carryover of unused capacity from mission to
mission, or contract to contract, shall be allowed.
The following terms are used frequently throughout this Statement Of Work
(SOW). The term "payload" corresponds to all research hardware, samples,
logistics items and support equipment carried in the SPACEHAB module. Also
included as "payload" are research hardware, samples, logistics items and
support equipment carried in the Space Shuttle Orbiter crew compartment middeck
lockers for which the Contractor has been assigned specific responsibility.
"Module" refers to either single or double module configurations (unless
explicitly stated) plus the module integration hardware required to effect a
complete interface with the Orbiter. The integrated module and payload are
referred to as the SPACEHAB "cargo element."
2.0 SERVICES PROVIDED TO THE GOVERNMENT
C-3
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2.1 LEASE OF SPACEHAB FLIGHT HARDWARE
The Contractor shall provide and maintain single or double SPACEHAB pressurized
habitable modules that fit in the cargo bay of the Space Shuttle Orbiter for
the use of the NASA Space Shuttle Program (SSP). The SPACEHAB module shall act
as the payload carrier and interface between the Space Shuttle Orbiter and the
payloads on each mission. Power, thermal control, command and data management,
environmental control, and structural support facilities and systems shall be
provided as required for the payload complement defined in each
mission-specific Mission Requirements and Allocations Document (MRAD) (DRL Line
Item No. 14). The Contractor shall provide standard adaptive hardware (payload
racks, lockers, SOFT STOWAGE (R) bags, etc.) to permit physical payload
integration into the SPACEHAB modules, using standard interfaces as defined in
McDonnell Douglas Aerospace SPACEHAB Experiment Interface Definition Document,
MDC 91W5023 (DRL Line Item No. 15).
The Contractor shall provide mission support hardware and related services
including SPACEHAB flight hardware, SPACEHAB module Transporter, Ground Support
Equipment (GSE), ground payload processing facilities, and module trainers and
mockups to support flight crew training and mission integration services. With
the exception of items and services identified in Article H.8 of the contract,
all module and payload support hardware previously developed by the Contractor
under Government contracts NAS9-19250 and NAS9-18371 shall be made available
for use under this contract as a standard item. The SPACEHAB modules provided
shall be capable of supporting Space Shuttle mission durations of up to 16 days
plus 2 Space Shuttle contingency days (i.e. a landing delay due to a variety of
reasons).
2.2 SUMMARY OF CONTRACTOR INTEGRATION & OPERATION SERVICES
As a minimum, the following services shall be provided by the Contractor:
a. Technical consultation services to NASA payload points of contact defined
in each Payload Requirements Document (PRD) for NASA-sponsored payloads,
or in each Mission Integration Plan (MIP) for ISS payloads. Organizations
conducting microgravity research aboard the SPACEHAB cargo element may
require technical inputs and assistance from the Contractor to resolve
potential flight safety, mission success or physical integration problems
before they become a schedule threat to the Space Shuttle or SPACEHAB
payload integration process.
b. Manifest assessment support to the NASA SSP Payload Integration Manager
(PIM) for the NASA-sponsored and Contractor-provided suite of payloads on
each SPACEHAB mission. The Contractor shall perform trade-off studies of
proposed launch and return NASA-sponsored and Contractor-provided payload
complements, assessing volume, weight, electrical power and other
requirements against total integrated module and SSP resources and
recommend the optimum payload complement for each mission. Participate in
SSP Research & Logistics Integrated Product Team (R&L IPT) meetings, SSP
Mission IPT meetings, and other payload requirements working groups as
directed by the SSP Contracting Officer's Technical Representative (COTR)
for this contract.
c. Acquisition, analysis, integration, and documentation of SPACEHAB payload
technical systems and operational constraints data. Management of
resultant data bases and documents in accordance with the established
Space Shuttle payload integration process as negotiated in the Carrier
Integration Plan in order to facilitate overall Shuttle mission
integration and to ensure SPACEHAB cargo element compatibility and
operator safety with the Space Shuttle for each SPACEHAB mission.
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d. Development, utilization and maintenance of a Product Assurance Plan (DRL
Line Item No.16) to assure the safety of personnel and to provide to the
Government highly reliable SPACEHAB modules which conform to applicable
quality and safety requirements.
e. For each SPACEHAB mission, representation to the Government of all
matters regarding SPACEHAB cargo element flight safety, SPACEHAB payload
and mission integration processes, and technical management of module and
payload systems development. The Contractor representative(s) shall be
the Government's point of contact for mutual exchange of correspondence,
documentation, and data as well as for participation in telecons,
meetings, working groups, and various other payload and mission support
forums.
f. Contractor-provided training (including Contractor-provided equipment,
documentation, and instruction) of flight crew and ground controllers
assigned to each SPACEHAB mission in the operation of SPACEHAB module
systems. Also, Contractor-coordinated training (including
payload-provided equipment, documentation, and instruction) in the
operation of each mission's complement of SPACEHAB payloads shall be
conducted according to established NASA mission milestones shown in Figure
1. Integrated Space Shuttle and SPACEHAB module systems training will be
conducted at the NASA- Lyndon B. Johnson Space Center (JSC).
g. Coordination of direct Contractor and payload participation in the
pre-mission Joint Integrated Simulation (JIS) process for each SPACEHAB
mission. SPACEHAB cargo element support shall be provided from the
NASA-JSC Mission Control Center (MCC) complex, specifically from the
Payload Operations Control Center (POCC). The Contractor shall integrate
any SPACEHAB payloads requiring remote POCC's into the JIS activity.
Customer Support Room (CSR) areas in the MCC for SPACEHAB program and
mission management support shall be utilized.
h. Analytical and physical ground integration, test and checkout services
necessary to permit the fully integrated SPACEHAB module, with its payload
complement, to go directly to the NASA-John F. Kennedy Space Center (KSC)
Operations & Checkout (O&C) Building or Space Station Processing Facility
(SSPF) for launch processing (except for late pad access items).
i. Personnel and equipment needed to install and remove payloads during
SPACEHAB module late access, early retrieval and launch scrub turnaround
activities. This support will be provided to KSC in response to Space
Shuttle launch/landing requirements.
j. Coordination of direct Contractor and payload participation in flight
operations (a.k.a. real-time pre-launch, ascent, on-orbit, descent,
landing, and post-landing operations) associated with each SPACEHAB
mission. This support will be provided from the MCC, specifically from
the POCC and CSR areas. The Contractor shall integrate any remote payload
POCC's (if required) into its real-time SPACEHAB POCC flight operations
support activities for all mission phases.
k. Deintegration and disposition of payloads at the completion of each
SPACEHAB mission.
l. Physical security at the appropriate level to protect proprietary data,
hardware or processes during all SPACEHAB mission support phases.
m. A communication system for Personal Computers (PC's) accessible from
NASA-JSC, NASA-KSC, the Contractor's offices in Virginia, Florida and
Texas, and the Subcontractor's (Boeing Company) offices in Alabama and
Florida. The communication system shall provide electronic mail (e-mail)
connectivity and file transfer capability. Computer software shall be
compatible with the PC core software load currently in use at NASA-JSC.
Specific programs
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currently in use at NASA-JSC include Microsoft (MS) Windows 95 - Version
4.0a, MS Exchange - Version 4.0, MS Schedule (+) - Version 7.0a, MS Office
95 - Version 7.0b, Internet Explorer - Version 3.02, L View - Version 3.10,
and Adobe Acroread - Version 2.1.
2.3 SUMMARY OF SPACEHAB MODULE RESOURCES
SPACEHAB module resources availability shall be a principal consideration in
Contractor assessments of feasible flight manifests and in the development of
associated payload integration and crew training milestones. To allow for
international partner participation and commercial development of space, NASA
will share module resources with the Contractor whenever possible on any
SPACEHAB mission. The percentage of the module allocated to NASA and the
Contractor shall be jointly determined on a mission-by-mission basis, and shall
be based on gross ascent payload mass capability provided by the SSP. Gross
ascent payload mass is the mass of the payloads on the mission, including
integration hardware, support equipment or stowage accommodation hardware, as
installed in the module for launch.
All other resources (volume, power, energy, crew time, etc.) shall be assumed
to be divided initially in proportion to mass, with the understanding that the
unique resource requirements of the individual payloads will be taken into
consideration in the assessment process to assemble a mission complement that
effectively integrates all payloads without exceeding the total resources
allocated by the SSP for the mission.
The Contractor will be allowed to market to, and contract with, the
international partners and the non-NASA sector for its portion of the module
resources. In the event the Contractor is unable to market their apportioned
share of resources, the Government shall not be liable for any portion of the
Contractor's share of fixed expenses such as module and facility depreciation,
maintenance, mission integration costs, etc.
The following resources are defined in detail in the SPACEHAB Experiment
Interface Definition Document (IDD) (DRL Line Item No. 15) and shall be
considered as the SPACEHAB resources available to the Government on any
SPACEHAB mission:
a. SPACEHAB module internal volume. Except as constrained by (1) Space
Shuttle ascent performance, (2) center-of-gravity considerations, and (3)
the structural limitations of installed stowage accommodations, and to the
extent that (1) approved payload manifest requirements exist and (2) the
utilization of stowage capacity is operationally practical, the Contractor
shall utilize all usable module stowage volume.
b. External payload mounting area
c. SPACEHAB gross ascent and descent payload mass allocated to the
Government. Manifesting more or less gross payload mass on any mission,
up to the limits of Orbiter ascent performance, center-of-gravity limits,
or module structural capability, is not precluded.
d. AC/DC electrical power and energy
e. Vacuum venting capability
f. Video, command and data management capability
g. Payload late access/early removal capability
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h. Interface hardware including but not limited to: lockers, racks, adapter
plates, "canoe" trays, and SOFT STOWAGE (R) hardware including bags of
various sizes, straps and mounting plates to accommodate payloads to be
flown in the SPACEHAB module.
i. Active payload cooling capability
j. Payload-required ancillary equipment in current SPACEHAB inventories
(standard wiring harnesses, connectors, fasteners, etc.)
The following table provides the NASA and Contractor resource allocations, by
mission, for the missions covered in this contract.
<TABLE>
<CAPTION>
Mass NASA Allocation Contractor Allocation
---------- ------------------- ---------------------
Mission Config. Capability %, (lbm), [kg] %, (lbm), [kg]
- ------- ------- ---------- ------------------- ---------------------
<S> <C> <C> <C> <C>
STS-95 SM 4800 lbm 55, (2640), [1197] 45, (2160), [980]
STS-96 LDM 9000 lbm 100, (9000), [4082] 0
STS-107 RDM 9000 lbm 82, (7380), [3347] 18, (1620), [735]
</TABLE>
The Contractor shall provide and maintain the pressurized SPACEHAB modules for
each mission. Depending upon payload requirements and mission manifest
opportunity, the SPACEHAB module configuration may be: 1) a Single Module (SM)
configuration (as flown on STS-95) with a maximum gross payload mass
accommodation capacity of 4800 lb.; 2) a Logistics Double Module (LDM)
configuration (as flown on STS-96) with a maximum gross payload mass
accommodation capability of 9000 lb.; or 3) a Research Double Module (RDM)
configuration (as flown on STS-107) with a maximum gross payload mass
accommodation capability of 9000 lb. Note that the fully resourced RDM is in
development and is not expected to be available for flight before October,
1999.
Active payloads (those requiring extensive ICD and safety packages, module
electrical power, crew training, procedures and flight support), either
bulkhead or rack mounted, are not precluded on any mission. Active payloads
manifested on the STS-95 SM mission and any Research-class mission shall
nominally constitute up to 80% of the total net ascent payload mass
accommodated in the SPACEHAB module on those missions. Active payload content
up to 100% is not precluded on any Research-class mission. Active payloads
manifested on STS-96 LDM mission, and any Logistics-class mission, shall
nominally constitute up to 20% of the total net ascent payload mass
accommodated in the SPACEHAB module on those missions. Net ascent payload mass
is the mass of the payloads, including Government Furnished Equipment (GFE) or
Contractor-provided support equipment, less integration hardware or stowage
accommodation hardware, as delivered to the Contractor for installation for
launch.
The following table quantifies the SPACEHAB module resources which shall be
available for the payloads defined in the STS-95, STS-96 and STS-107 MRAD's.
Other special-purpose hardware, software and services are available as
non-standard services (see Article H.8 of the contract). Generic module
resource capabilities and allocations, (i.e. number of racks and lockers, power
and heat rejection, data transmission rate and onboard storage, etc.) will be
tailored to the specific payload complement requirements for each mission.
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SPACEHAB Module Resources Available to Payloads
<TABLE>
<C> <C> <C> <C>
SPACEHAB Single Module Logistics Double Research Double
STS-95 Module Module
STS-96 STS-107
Gross Payload 4800 [2177] 10,000 [4535] 10,000 [4535]
Capacity (lbm) (internal + external) (internal + external) (internal + external)
[kg]
Gross Payload 4800 [2177] 9000 [4082] 9000 [4082]
Capability (lbm) (internal + external) (internal) (internal)
[kg]
Power - on orbit (2 SMCH) (2 SMCH) (4 SMCH)
DC (Watts) 3150 3150 5500
AC (Volt Amperes) 690 690 1380
Heat Rejection - 4000 4000 5500
on orbit (Watts)
Vacuum Venting 1 Experiment Vent 1 EVV forward 1 EVV forward
Valve (EVV) 1 EVV aft 1 EVV aft
Data Downlink low rate PDI low rate PDI - low rate PDI
(discrete, analog, (discrete, analog, (discrete, analog,
serial - 13 kbps total) serial - 13 kbps serial - 26 kbps
- RS-232 via Serial total) total)
Converter Units - RS-232 via Serial - KuSP Channel 2
Converter Units (2Mbps total)
- KuSP Channel 3
(48 Mbps total)
- RS-232/422
- Ethernet
- MIL-1553 Data Bus
- RAU Serial
- LOS data
record/playback
Video Downlink Video Switch Unit Video Switch Unit Video Switch Unit
- 8 module inputs - 8 module inputs - 8 module inputs
- camcorder power - camcorder power - camcorder power
- onboard monitors - onboard monitors - onboard monitors
- output to Orbiter - output to Orbiter - output to Orbiter
CCTV PL input CCTV PL input CCTV PL input
- selectable outputs - selectable outputs - selectable outputs
to video digitizer to video digitizer to video digitizer
Commanding Uplink - low rate PSP - low rate PSP - low rate PSP
(2 Kbps max.) (2 Kbps max.) (2 Kbps max.)
- high rate KuSP fwd
link (128 Kbps)
Locker Capability 42 - 62 27 - 61 27-61
Rack Capability - 2 SH double or - 4 SH double or - 6 SH double or
single racks single racks single racks
- 1 ISPR may sub for a - 1 ISPR may sub for - 1 ISPR may sub for
SPACEHAB rack via an a forward SPACEHAB a forward SPACEHAB
ISA rack via an ISA rack via an ISA
Viewports 0 - 2 0 - 3 0 - 3
</TABLE>
NOTE: The number of lockers and racks that can be accommodated on any mission
is dependent on locker and rack types and mounting locations and is
determined during the mission complement analysis process.
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2.4 ORBITER MIDDECK RESOURCES
The objective of the manifesting process is for the Contractor to stow the
payload gross weight required by the contract in locations that most logically
meet the late access/early retrieval or other requirements of the payloads. To
accomplish this the Contractor shall request from the SSP PIM, if required, a
sufficient number of Orbiter Middeck Locker Volumes (MLV's) to allow late
stowage of payload items, installation of time-critical experiments or samples
or, when dictated by module volume limitations, MLV's to bring the payload
complement gross mass to contractually required values.
The Contractor shall integrate middeck payloads as part of the SPACEHAB payload
complement using standard Space Shuttle Program processes, procedures and
documentation as defined in NSTS 07700, Volume XIV, Space Shuttle System
Payload Accommodations.
2.5 DESIGN REVIEWS AND PROGRAM STATUS
The Contractor is responsible for conducting reviews during the design and
development process of a fully resourced RDM (under development) and the 27.14
inch SPACEHAB Tunnel segment identified in Section 3.1 and manufactured under
this contract. During the design review process the Government shall be
provided an opportunity to participate as observers in the design reviews and
submit Review Item Discrepancies (RID's), if desired, pertaining to the Space
Shuttle-to-SPACEHAB module interfaces and operations. Government participation
in the review process shall not unilaterally impose new requirements on the
design. NASA and other agency participation in these reviews does not
constitute approval of the design nor certification as to its reliability.
The Contractor shall submit monthly Progress Reports (DRL Line Item No. 1) to
the Government for its use in maintaining visibility of contract performance,
current program status, technical accomplishments compared with planned
activities, and areas of concern.
Beginning in December, 1997 monthly Mission Status Review meetings will be held
by telecon between the Contractor and the Government. The reviews will be
chaired by the SSP PIM for each mission with the COTR in attendance.
Presentations from the Contractor will be made, and formal, in-scope action
items assigned. Presentation material will be provided electronically or by
facsimile prior to the meeting.
Beginning in January, 1998 quarterly SPACEHAB cargo element Contract Status
Reviews will be held at locations mutually agreeable to the Government and the
Contractor, and will be chaired by the COTR. Presentations from the Contractor
will be made, and formal, in-scope action items will be assigned
3.0 SPACEHAB MODULE PERFORMANCE REQUIREMENTS
3.1 MODULE CONFIGURATION
The dimensions, mass, volume and other accommodations of the SPACEHAB module
described in this section shall be such that they are contained within the
Orbiter cargo bay and connect to the Tunnel Adapter or External Airlock hatch
opening. The structural/mechanical interface between the SPACEHAB module and
the Space Shuttle Orbiter shall consist of four longeron trunnions and one keel
trunnion that shall attach to SSP-provided longeron and keel attach fittings.
The cargo bay configuration for STS-95 is shown in Figure 2, and for STS-96 in
Figure 3. The cargo bay configuration for STS-107 is TBD.
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[GRAPHIC OF STS-95 SPACEHAB CARGO BAY LOCATION]
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<PAGE> 18
[GRAPHIC OF STS-96 SPACEHAB CARGO BAY LOCATION]
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<PAGE> 19
The Contractor shall provide, beginning with the STS-95 mission, a tunnel
segment 27.14 inches long which shall interface with a tunnel segment or flex
section, and the SPACEHAB module forward bulkhead.
For the STS-95 and STS-96 missions the complete structural/mechanical interface
between the SPACEHAB SM, the LDM and the Orbiter shall be specified in
ICD-A-21095, Shuttle Orbiter/SPACEHAB Cargo Element Interfaces, the SSP A-level
Orbiter-to-SPACEHAB Interface Control Document (ICD). For the STS-107 mission
the complete structural/mechanical interface between the RDM and the Orbiter
shall be specified in ICD-A-TBD, Shuttle Orbiter/SPACEHAB RDM Cargo Element
Interfaces.
NASA will utilize, either directly for a full complement of NASA-provided
payloads, or in combination with the Contractor in a payload sharing
arrangement, the full volumetric and/or mass capabilities of the SPACEHAB
modules, to the extent allowable by center of gravity and ascent performance
considerations.
The overall design of the single and double modules must minimize reduction in
launch performance and complexity of physical integration into the Orbiter
while maximizing manifesting flexibility and must be easily accessible from the
Orbiter middeck when on orbit. Interior volume and external mounting area
shall accommodate projected payload manifests. Foot restraints, handholds, air
diffusers, and lighting shall be provided in appropriate locations in the
module interior. A work station may be required to support specific payload
requirements.
The SPACEHAB modules shall provide accommodations for items sized to fit
standard Orbiter middeck lockers, and equipment designed to utilize standard
middeck locker interfaces. Stowage of larger or irregularly shaped items
through the use of non-standard interface hardware is not precluded. SOFT
STOWAGE (R) system bags, straps and mounting hardware for passive stowage items
shall be used wherever possible as a weight-saving measure, however, mass
capability shall be determined by mission specific loading.
To return excess low density packing material from the ISS on Logistics
missions the Contractor shall provide a stowage bag arrangement that may be
stowed for ascent and deployed for descent.
Accommodations for SPACEHAB single or double racks shall be provided in the
single module and in both segments of the double module. Rack mounting
capabilities shall accommodate 19-inch wide experiment front panels conforming
to EIA Standard RS-310-C. SPACEHAB racks, both single and double, shall be
capable of being outfitted as SOFT STOWAGE (R) racks, capable of accommodating
either Contractor-provided SOFT STOWAGE (R) bags or NASA-provided Collapsible
Transfer Bags (CTB's).
The SPACEHAB modules shall have the capability to accommodate one International
Standard Payload Rack (ISPR) on any mission through the use of a
Contractor-provided ISS to SPACEHAB Adapter (ISA). Because of the specialized
hardware required, the ISA/ISPR can only be installed in the Single Module or
the forward segment of the LDM, in the Starboard Aft rack position. Other
payload accommodations required include Z-axis viewing through one or more
Government-provided view ports, vacuum vent capability, power, cooling, video
and data management, late access/early retrieval of payloads from the modules,
and ascent and descent power.
SPACEHAB payload translation aids and stowage systems shall be designed such
that they do not preclude transfer of payloads to/from the module on the launch
pad, or on-orbit, through the existing Space Shuttle middeck and airlock,
Tunnel Adapter and External Airlock hatch openings.
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Provisions shall be included in flight and ground crew training, procedures,
module outfitting, and systems stowage to perform scheduled and unscheduled
inflight maintenance of the SPACEHAB modules.
3.2 ENVIRONMENTAL CONTROL
The SPACEHAB modules shall preserve a crew habitable "shirtsleeve environment"
when integrated with the Orbiter. Air temperature, surface temperatures,
carbon dioxide concentration, air circulation, moisture condensation,
contamination and humidity control shall be maintained to assure a safe
environment for a minimum of two crew members working simultaneously and
continuously, or for three to four crew members working for shorter periods.
An environment comparable to that in the Orbiter middeck shall be maintained.
3.2.1 HEAT REJECTION
The SPACEHAB modules, when integrated into the Orbiter, shall reject heat from
subsystems and payloads using module air flow or utilizing a forced air and/or
liquid cooling system. The total SPACEHAB Single Module (STS-95) and limited
resource LDM (STS-96) cargo element may require up to 6.0 kilowatts of active
cooling on orbit and 1,500 watts during prelaunch, ascent, descent and
post-landing phases of flight. The RDM (STS-107) cargo element may require up
to 8.5 kilowatts of active cooling on orbit and 1.52 kilowatts during
prelaunch, ascent, descent and post-landing phases of flight. Heat rejection
shall be compatible with Shuttle Orbiter/Cargo Standard Interfaces,
ICD-2-19001, and defined in ICD-A-21095 (STS-95/-96) and ICD-A-TBD (STS-107).
The Contractor shall perform mission-unique thermal analyses as a part of the
SPACEHAB Mission Performance Analyses (DRL Line Item No. 4) which verify that
the SPACEHAB module and its manifested payloads can operate during routine
mission situations at a cabin temperature between 65 deg. F and 80 deg. F,
consistent with the cooling requirements of the payloads.
3.2.2 EXTERNAL THERMAL REQUIREMENTS
The SPACEHAB modules shall be compatible with the attitude-hold capability of
the Orbiter which is defined in Section 6.1.1.2 of ICD-2-19001 and shall not
require any on-orbit thermal attitude constraints in a fully operative mode.
In the event of degraded performance of SPACEHAB subsystems, the Contractor
shall not rely on Orbiter attitude control to prevent module external water
line freezing.
3.2.3 VACUUM VENTING
3.2.3.1 MODULE VENTING
For safety, the capability to vent the module internal atmosphere to space
shall be provided and shall be capable of activation by the crew from the safe
haven of the Orbiter.
3.2.3.2 PAYLOAD VENTING
The SPACEHAB modules shall provide a capability to allow multiple payloads on
any mission to be exposed to a controlled vacuum environment. This will be an
on-orbit operation performed by the crew and shall not jeopardize the safety of
the flight crew, degrade or endanger the module, its systems, or other payloads
on the mission.
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3.3 POWER
The SPACEHAB Single Module (STS-95) and LDM (STS-96), when integrated into the
Orbiter, shall be capable of accommodating two (2) Orbiter power feeds to
supply up to 3.5 kilowatts of continuous and 6 kilowatts peak DC power during
on-orbit (payload bay doors open) operations. Accommodations on both power
feeds for switching of power to the module shall be provided by the Contractor.
In addition, the SPACEHAB modules identified above shall accommodate 690
volt-amps (VA) continuous and 1,000 VA peak AC power during on-orbit (payload
bay doors open) operations from auxiliary feeds. For ascent and descent, the
module shall accommodate 1.3 kilowatts of DC power only. Refer to ICD-A-21095
for details. The module shall provide these standard services to numerous
interface locations as needed to meet the payload requirements defined in each
mission-specific MRAD (DRL Line Item No. 14). All payload locations shall be
accessible to these accommodations and easily integrated.
The SPACEHAB fully resourced RDM (STS-107), when integrated into the Orbiter,
shall be capable of accommodating four (4) Orbiter power feeds to supply up to
7.0 kilowatts of continuous and 12.0 kilowatts peak DC power during on-orbit
(payload bay doors open) operations. Accommodations on power feeds for
switching of power to the module shall be provided by the Contractor. In
addition, the SPACEHAB RDM shall be capable of accommodating 1380 volt-amps
(VA) continuous and 2,000 VA peak AC power during on-orbit (payload bay doors
open) operations from auxiliary feeds. For ascent and descent, the module
shall accommodate 2.6 kilowatts of DC power only. Refer to ICD-A-TBD for
details. The module shall provide these standard services to numerous
interface locations as needed to meet the payload requirements defined in each
mission-specific MRAD (DRL Line Item No. 14). All payload locations shall be
accessible to these accommodations and easily integrated.
The power system design for safety critical systems and subsystems shall comply
with the applicable redundant electrical power and failure requirements of the
Safety Policy and Requirements for Payloads using the Space Transportation
System, NSTS 1700.7B. Specifically, a Main Power Kill command shall not remove
power permanently from safety-critical module AC powered equipment (ARS and
Cabin fans and dual water circulation pumps). If fans and/or water pumps are
powered by the SPACEHAB inverters when the power kill function is initiated,
the capability shall exist to switch the power source for fans and water pumps
to Orbiter AC power from a location outside the module.
3.4 COMMAND AND DATA MANAGEMENT SYSTEMS
All SPACEHAB cargo elements shall be compatible with the existing Orbiter
command and telemetry systems and utilize those services currently provided as
standard payload accommodations. The SPACEHAB modules shall provide a Command
and Data Management system that is capable of performing, as a minimum, the
following functions:
3.4.1 ORBITER-TO-MODULE SERVICES
3.4.1.1 MONITORING AND CONTROL
Provide the capability within the Orbiter crew compartment for sufficient
monitoring and control of the module subsystems to perform time critical and
safety critical operations without requiring access to the module itself.
Provide capability to monitor module status during all phases of flight and
ground operations when the module is powered. This capability requires that
module systems be adequately instrumented to allow monitoring not only of
safety critical functions such as fire detection and suppression, and cabin
pressure, but also of mission success-related
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<PAGE> 22
functions which control routine module-to-payload interfaces and services such
as power to payload lockers and racks.
SPACEHAB module systems health parameters capable of being monitored from the
Orbiter aft flight deck must also be capable of being monitored from within the
module. A Government-furnished Payload and General Support Computer (PGSC)
shall be used to provide this capability.
3.4.1.2 COMMAND AND DATA
For any module configuration, provide the capability for the module systems and
payload data to be included in the Orbiter downlink telemetry and if required,
to the Orbiter Multifunction Cathode ray tube Display System (MCDS). Uplink
command capability to SPACEHAB module systems and payloads shall be provided.
3.4.1.3 FLIGHT CREW COMMUNICATIONS
Provide the capability to interface with the Orbiter Air-to-Ground and crew
compartment intercom systems.
3.4.1.4 CLOSED CIRCUIT TELEVISION (CCTV)
Provide the capability to interface with the Orbiter CCTV system for remote
television capability in any module configuration. Services shall also be
provided by the module to utilize Orbiter camera systems (camcorders).
When dictated by payload requirements, video switching capability shall be
provided in any SPACEHAB module configuration to allow selection of one output
to the Orbiter CCTV system from multiple payload or module cameras. All module
configurations shall be capable of providing digital video downlink capability
as a standard SPACEHAB system service, if required by one or more experiments.
If the SSP defines a requirement on any mission to view the payload bay area
behind the SPACEHAB module the Contractor shall install Orbiter CCTV cameras
external to the module and located on the aft bulkhead using GFE installation
hardware and cameras.
3.4.1.5 CAUTION AND WARNING (C&W)
All module configurations shall be compatible with the Orbiter C&W system for
safety critical status.
3.4.2 MODULE-TO-PAYLOAD SERVICES
3.4.2.1 MONITORING AND CONTROL
Provide control and monitoring capability for payloads through the use of
standard Space Shuttle Orbiter laptop computers, e.g. the PGSC, in order to
standardize the crew-to-payloads interface.
3.4.2.2 COMMAND AND DATA
For any module configuration, to the extent that payload data is required by
the JSC POCC, and is within the standard SPACEHAB data system capabilities,
provide services for inclusion of payload data in the SPACEHAB cargo element
data stream to the Orbiter downlink telemetry systems. Uplink commanding
between the JSC POCC and SPACEHAB payloads shall be provided when required.
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3.4.2.3 ONBOARD RECORDING
Provide an interface to the Orbiter Payload Recorder for onboard recording of
payload data.
3.4.2.4 TIMING SIGNALS
Provide the appropriate timing signal services for payload use. This shall
include, but not be limited to, Orbiter Mission Elapsed Time (MET) and
Greenwich Mean Time (GMT) signals.
3.5 ELECTROMAGNETIC INTERFERENCE/COMPATIBILITY (EMI/EMC)
All SPACEHAB cargo elements shall be compatible with the EMI/EMC requirements
as specified in ICD-2-19001. Additional requirements are as follows:
a. The SPACEHAB modules shall be capable of tolerating Ku-Band external
radiation with no operational constraints on the Space Shuttle and without
sustaining performance loss or degradation.
b. The Contractor shall be responsible for insuring that the payload
complement meets all specifications for EMI/EMC between the payload and
the Orbiter, the payload and the module and between payloads within the
module and shall so certify. This certification is required by NASA as
part of the overall SPACEHAB certification for flight.
3.6 EXTRAVEHICULAR ACTIVITY (EVA) COMPATIBILITY
All SPACEHAB cargo elements shall be compatible with Space Shuttle EVA design
requirements contained in NSTS 07700, Volume XIV, Appendix 7, System
Description and Design Data - Extravehicular Activities including the interim
sharp edge policy for payloads contained in NASA-JSC letter MT2-96-170 dated
November 20, 1996, with enclosure letter XA-96-177. The modules, with any
external payloads installed, shall not preclude EVA access to the Orbiter
payload bay door contingency work areas with the payload bay doors closed. The
Contractor shall treat as out-of-scope any payload requirement violating this
restriction and contact the COTR before performing an accommodations analysis.
The module shall be compatible with existing EVA capabilities and EVA planning.
The existing ISS Tunnel Adapter or External Airlock will be used to provide an
egress/ingress location for EVA.
4.0 CONTRACTOR INTEGRATION AND OPERATIONS RESPONSIBILITIES
The Contractor shall put in place and support a two-tier integration and
operations process for these missions. The Contractor shall be responsible
under this contract at the payload level (Level III) for integration of the
NASA-provided payload complement, and at the cargo element, or carrier level
(Level II) for mission integration of the module and its complete payload
complement, NASA-provided as well as Contractor-provided.
The Contractor's principal day-to-day Level II and III interface with the
Government for each mission is the SSP PIM. The PIM collects payload
requirements, defines and manages SSP mission resources within the confines of
a Carrier Integration Plan (CIP), and oversees the development and maintenance
by the Contractor of an integrated payload complement. The PIM chairs an SSP
IPT and other meetings as required to assure the technically complete and
timely integration of the payloads and the cargo element.
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Figure 4 is a process flow chart for Research-class missions, and Figure 5 is a
flow chart for ISS Logistics-class missions showing how payload requirements
are collected and combined, from the payload to the mission level, and the
documentation and processes used to accomplish a coordinated and controlled
flow of requirements into the SSP. Also shown is the relationship of the
payload process with the SSP carrier, or cargo element, integration process.
4.1 PAYLOAD (LEVEL III) INTEGRATION
4.1.1 PAYLOAD COMPLEMENT DEFINITION
Beginning at approximately 15 months prior to launch the Government, through
the COTR, shall identify to the Contractor, in the form of the ISS MIP or PRD's
for NASA-sponsored payloads and PRD's for Spacehab Inc.-sponsored payloads, the
prioritized list of candidate payloads to be accommodated on each mission. The
PRD's and PRD changes are jointly signed by the SSP PIM and the NASA Payload
Manager. The ISS MIP and MIP changes are jointly signed by the SSP Flight
Manager and the ISS Launch Package Manager. Both the PRD and the MIP are under
SSP configuration control. Periodic updates to the payload complement through
revisions to the PRD's and MIP can be expected from the COTR as the mission
integration process progresses.
4.1.2 PAYLOAD ANALYTICAL INTEGRATION
The Contractor shall perform the following tasks for each NASA-provided
payload, in accordance with the processes defined in the MIOMP (DRL Line Item
No. 9):
a. Develop a core SPACEHAB-to-Payload Interface Control Agreement (ICA) (DRL
Line Item No. 6). Complex, active payloads shall utilize an Interface
Control Document (ICD) with ICD Appendix A (Ground Operations Interface
Requirements); ICD Appendix B (Safety/Verification Requirements); and ICD
Appendix C (Flight Operations Interface Requirements), as required. Less
complex, passive payloads shall use Stowage Interface Agreements (SIA's)
or Payload Transfer Agreements (PTA's), as appropriate for the
requirements of the payload. ICA's and revisions are signed by the
Contractor and the organization responsible for payload development and
delivery, with concurrence by NASA, if desired.
b. Prepare payload Safety Analyses and Hazard Reports (DRL Line Item No. 7).
These are submitted to the NASA Payload Safety Review Panel as required
by the multi-phased safety review process.
c. Develop payload stowage requirements. For ISS Logistics missions this
includes developing requirements, processes and procedures for moving each
ascent payload from its stowed location in the SPACEHAB module or Orbiter
middeck (if applicable) to its stowed location on the ISS. Descent
payloads assigned to the Contractor shall reverse the process, moving from
the ISS stowed location to the module or middeck stowed location.
d. Perform analyses of all payload test/analytical data as it pertains to
the physical (structural) and environmental (thermal, acoustics, EMI/EMC)
interfaces with the SPACEHAB Module.
e. Validate payload-provided safety and interface verification products.
To assist in Government and Contractor assessments of the mission feasibility
of SPACEHAB payloads, the Contractor shall maintain and provide to the
Government a generic Payload Interface Definition Document (IDD) (DRL Line Item
No. 15) which shall define all payload to SPACEHAB module interfaces.
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[FIGURE 4 - SSP PROCESS FLOW - RESEARCH MISSIONS]
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In order for the Government to maintain cognizance over the individual
experiments, the Contractor shall develop and maintain payload specific
Interface Control Agreements (ICA's) (DRL Line Item No. 6). The payload
specific ICA's shall be organized such that they address, item by item, the
interface requirements set forth in the IDD.
4.2 CARGO ELEMENT (LEVEL II) INTEGRATION
4.2.1 MISSION PAYLOAD COMPLEMENT DEFINITION
Using the mission complement analysis selection process defined in the MIOMP
(DRL Line Item No. 9), and the prioritized candidate payload lists in the ISS
MIP or PRD's, the Contractor shall perform an assessment of the total payload
complement, NASA-sponsored and Contractor-provided, at the individual payload
level, assessing volume, mass, power and other resource requirements of each
individual payload against the requirements of the other payloads on the
mission, and the total resources available from the SSP. The goal of the
selection process shall be to arrive at a complement of payloads which most
closely meets the gross payload mass allocated to each user without exceeding
the total Orbiter resources available to the Contractor from the SSP for the
mission. The Contractor shall recommend an optimum total payload complement,
if one is clearly superior. If no complement is clearly superior, the
Contractor shall assess rational combinations of potential payloads until an
optimum total complement is reached.
To document the mission payload complement definition process the Contractor
shall prepare and present a formal baseline mission manifest briefing to the
SSP R&L IPT. Results of the Contractor's assessment, including all assumptions
and data sources used to develop the complements, shall be documented as part
of the baseline MRAD (DRL Line Item No. 14). The Contractor shall maintain on
file the individual payload data used in the baseline assessment until the
baseline ICA for each payload is signed. The data shall be available to the
SSP PIM on request.
The Contractor shall develop and maintain for each mission an integrated MRAD
(DRL Line Item No. 14) which identifies and assesses candidate payload
integration and operation requirements and the associated SPACEHAB module (and
Shuttle middeck, if applicable) resource requirements and constraints necessary
for integration and flight of all candidate payloads for each mission.
Integration issues and recommended solutions (with assumptions, guidelines,
data sources and analysis tools used to reach a solution) will be clearly
identified. This document serves as the integrated payload requirements and
SPACEHAB resource allocation control document for all payloads assigned to the
Contractor on each mission. The MRAD is approved by the SSP as a Category I
deliverable document, and is under Contractor configuration control with
changes approved by the SSP.
After the mission complement is baselined by the Government, the Contractor is
responsible for the definition, development and configuration control of all
integration documentation for the middeck payloads (if any) and the cargo
element.
For the payload complement approved by the SSP R&L IPT and documented in the
appropriate PRD, ISS MIP and MRAD, the Contractor shall perform payload and
cargo element analytical and physical integration in accordance with the
processes defined in the MIOMP (DRL Line Item No. 9).
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4.2.2 CARGO ELEMENT INTEGRATION
The Contractor shall perform the following cargo element integration tasks for
the NASA Space Shuttle Program in accordance with the processes defined in the
MIOMP (DRL Line Item No. 9):
a. Develop and submit to the SSP the required CIP Addendum and associated
CIP Annex data for each mission as it pertains to cargo element
requirements for Shuttle resources.
b. Integrate all payload flight and ground safety data into mission safety
data packages (Phase 0/I, II, III, and deltas, as required) for review by
the NASA Flight and Ground Payload Safety Review Panels.
c. Represent the SPACEHAB module and all payloads to the Space Shuttle
Program at all NASA payload integration process forums and meetings,
including payload safety reviews, for each mission.
d. Develop and implement an integrated Mission Training Plan (DRL Line Item
No. 2) which includes documentation of all requirements for payload flight
crew training, scheduling of all payload crew training sessions with the
NASA Training Coordinator, coordination of all related familiarization and
hands-on training with the appropriate payload sponsor organization, and
coordination and conduct of all integrated timeline training sessions at
the SPACEHAB Payload Processing Facility (SPPF) in Cape Canaveral,
Florida.
e. Coordinate the use of facilities at NASA-JSC for crew training in the CCT
or FFT, if required.
f. Using technical and operational information provided by the payload
organizations, develop and produce flight qualified Experiment Operations
Checklists (EOC's) (DRL Line Item No. 10) for each payload for onboard use
by the flight crew. All EOC's will be developed in compliance with
JSC-08969, Crew Procedures Management Plan, as modified by a
NASA/SPACEHAB Memorandum of Agreement dated April, 1995.
g. Develop payload crew activity timeline inputs for inclusion by NASA in
the integrated Shuttle Flight Plan.
h. Receive and physically integrate payload hardware into the SPACEHAB
module or Orbiter middeck (if required), including manufacture of foam
cushions as required. It is the responsibility of the payload provider,
Principal Investigator, or NASA to arrange and fund shipping to the SPPF.
Actual turnover of flight hardware will occur at the SPPF or at NASA-KSC
(for middeck items).
i. Support NASA-KSC preflight and postflight ground processing activities
for middeck payloads (if any) assigned to the Contractor, and the SPACEHAB
cargo element.
j. Provide on-orbit module resources sufficient to operate the module and
payloads under design conditions and in the microgravity environment of
space
k. Support payload flight operations from the NASA-JSC Mission Control
Center, including coordinating the support of remote payload POCC's (if
required).
l. Physically deintegrate payload hardware from the module and return it to
the payload provider, Principal Investigator, or NASA-JSC. Actual
turnover of the hardware will occur at the SPPF, NASA-KSC, or Area A at
Dryden Flight Research Center (DFRC). It is the
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responsibility of the payload provider, Principal Investigator, or NASA to
arrange and fund shipping to a home site.
m. Provide a post-flight Mission Summary Report (DRL Line Item No. 8)
providing a summary, to the payload level, of the mission, including each
payload's performance in relation to its objectives.
Except for complex rack or bulkhead-mounted payloads previously unflown on
either Spacelab, the Orbiter middeck, or SPACEHAB, which would require the
Contractor to develop unique payload-to-module integration hardware, or require
the Government to lease Contractor-owned special experiment support items
identified in Article H.8 of the contract, all payload integration and
operation services shall be considered standard services and within the scope
of this contract.
4.2.3 CARGO ELEMENT INTEGRATION DOCUMENTATION
The Contractor shall provide the products and services to support NASA in the
integration of the SPACEHAB cargo element into the Space Shuttle, or individual
payloads into the Orbiter middeck (if required), as defined in the standard
Space Shuttle payload integration process (reference NSTS 07700, Volume XIV,
Space Shuttle System Payload Accommodations). The Contractor shall provide to
NASA the technical and programmatic data necessary to facilitate timely
development of the SPACEHAB/Shuttle Interface Control Document, ICD-A-21095
(for the SM and LDM) and ICD-A-TBD (for the RDM), a core Carrier Integration
Plan (CIP), mission-specific CIP Addenda, all relevant CIP Annexes, and Payload
Safety Data Packages.
The CIP and its mission-specific Addenda shall be jointly approved by the Space
Shuttle Program and the Contractor. CIP and CIP Addendum Change Requests
(CR's) shall be jointly reviewed and approved through the SSP CR process. CIP
annexes and unique ICD (or ICD addendum) changes shall be jointly approved by
the SSP and the Contractor. SSP configuration control shall be initiated upon
signature approval.
The NASA-JSC shall maintain configuration control of the documentation cited in
this section in accordance with Mission Integration Control Board Configuration
Management Procedures, NSTS 18468, with the exception of the Launch Site
Support Plan Annex, which will be maintained by the NASA-KSC in accordance with
Instructions for KSC Crew Procedures Configuration Control Board Operations,
KSC K-CM-04.2.
The Contractor shall support regular and special SSP Mission IPT meetings, SSP
R&L IPT meetings, and all major Shuttle Payload Integration Milestones (e.g.
Cargo Integration Reviews, Flight Planning and Stowage Reviews, Flight
Operation Reviews, Flight Readiness Reviews. Payload Flight and Ground Safety
Reviews, etc.) with the required technical and operational data.
The Contractor shall maintain current the existing SPACEHAB Systems Data Book
(DRL Line Item No. 3) and will provide all necessary data to support
maintenance of the current NASA/SPACEHAB Systems Handbook.
4.3 FLIGHT DESIGN SUPPORT
The Contractor shall support NASA in the production of the integrated flight
design for each SPACEHAB mission by providing cargo element data such as
physical configuration, mass and volume, electrical power and energy
requirements, orbiter attitude requirements and crew time utilization.
Additionally, it is a requirement that the SPACEHAB module not impose any
operational constraints or special requirements (e.g., launch window
constraints, orbital altitude or inclination constraints, etc.) on the SSP
flight design process.
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4.4 MISSION TRAINING SUPPORT
The Contractor shall be responsible for planning and implementing an integrated
training program for the SPACEHAB cargo element, to train flight crew and
ground personnel for each mission. The training program for each mission shall
include participation by the Orbiter flight crew, the SPACEHAB Flight Control
Team, JSC-Mission Operations Directorate personnel and payload developers and
shall be documented by the Contractor in a Mission Training Plan (MTP) (DRL
Line Item No. 2) and in CIP Annex 7.
4.4.1 SPACEHAB SYSTEMS TRAINING SUPPORT
The SSP is responsible for the training of flight crews and ground support
personnel in the operation and maintenance of SPACEHAB module to Space Shuttle
systems interfaces. As such, the SSP shall develop detailed crew training
schedules and plans in conjunction with the Contractor for use in each SPACEHAB
mission's training cycle. The SSP is also responsible for Shuttle Mission
Simulator (SMS) training of the integrated Space Shuttle and SPACEHAB module
system.
Module systems training shall be performed by the Contractor at JSC where
practical; otherwise, at other locations convenient to NASA/Contractor mission
preparation activities and schedules. As a minimum, the Contractor shall be
required to provide the following module systems training functions:
a. Systems familiarization briefings in the classroom covering nominal and
off-nominal systems operations and maintenance.
b. Hands-on instruction in SPACEHAB module systems operations and
maintenance using desktop computer trainers, module mockups, and one or
more flight modules as appropriate to the training task. This hands-on
training shall nominally precede SMS training, and shall include module
systems up to Orbiter interfaces, as well as module/Orbiter systems
interactions.
c. Participation in SMS joint integrated mission training sessions.
d. Instructional training documentation and material as appropriate to the
training task.
e. Coordination of integrated training plans and schedules with NASA to
avoid schedule conflicts and assure proper lesson content, consistent with
the MTP (DRL Line Item No.2).
f. Updates to module data and contractor-provided training hardware as
required to maintain a mission-specific training environment for each of
the training aids/mockups defined in paragraph 4.4.3 below.
4.4.2 SPACEHAB PAYLOAD TRAINING
The Contractor shall be responsible for the training of flight crews and ground
support personnel in the operation and maintenance of NASA-provided SPACEHAB
payloads and their Contractor-provided mission support equipment.
This training may be performed directly by the Contractor or may be performed
by individual payload providers, but in either case, the overall responsibility
for effective SPACEHAB payload/logistics training rests with the Contractor.
Training shall be located/consolidated so as to limit requirements for NASA
personnel travel. The Contractor shall coordinate training plans and
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schedules with NASA to avoid schedule conflicts and assure proper lesson
content, consistent with the MTP (DRL Line Item No. 2). As a minimum, this
training shall include:
a. Development and provision of training curricula and reference material
which have been previously verified by the Contractor as adequate to
accomplish the predetermined objectives of the training lesson.
b. Provision of payload operations flight procedures and timelines which
have been previously verified by the Contractor as technically correct and
operationally achievable.
c. Provision of integrated payload operations training in a simulator or
flight unit as appropriate. The training environment shall include high
fidelity internal SPACEHAB cabin, payload, and support equipment
configurations which are representative of a flight environment.
Additionally, there shall be adequate availability of ground resources
such as power, cooling, and data management to conduct integrated payload
operations timelines. Where payloads assigned to the Contractor are
located in the Orbiter middeck or flight deck for any phase of the
mission, and have extensive interaction with Orbiter operations and/or
controls and displays, the Contractor shall consider requesting the use of
the SSP Crew Compartment Trainer or Full Fuselage Trainer located at
NASA-JSC for integrated payload training. Where payloads assigned to the
Contractor are transferred to or from the ISS the Contractor shall
consider requesting the use of ISS trainers located at NASA-JSC for
payload transfer training.
d. Provision of training to SPPF ground personnel on a mission-specific
basis of the unique handling requirements of late access and early
retrieval payloads. Training and certification for vertical installation
or removal of payloads using the KSC-provided Module Vertical Access Kit
(MVAK) is included.
e. Assistance to the NASA training team in the development of training plans
for joint integrated simulations.
4.4.3 TRAINING AIDS AND MOCKUPS
The Contractor shall obtain and provide training aids for use in SPACEHAB
operator training and flight procedures development. The Contractor shall
provide for routine maintenance of the aids as required to keep them in the
current configuration for the mission being trained, and at an acceptable level
of fidelity for the type of training being performed. A brief description of
each required training aid follows.
a. For use with the NASA SMS located at NASA-JSC, existing high fidelity,
flight-like SPACEHAB Display and Control (D&C) panels which interface with
the Orbiter subsystem (e.g., environmental control and life support, data
management, fire suppression, and electrical power). Additionally, the
Contractor shall provide the necessary data to develop SMS visual models
and functional math models of the SPACEHAB structure, systems, and
subsystems.
b. For use in the NASA-JSC Sonny Carter Neutral Bouyancy Laboratory (NBL),
the existing structural mockup of the SPACEHAB single module compatible
with NBL requirements, to support EVA crew training.
c. The existing high fidelity trainer for SPACEHAB module systems,
subsystems, payloads, and support equipment, located at the SPACEHAB
Payload Processing Facility (SPPF), Cape Canaveral, Florida. This trainer
shall be used, where appropriate, for procedure validation and
simultaneous training of two mission specialists for integrated payload
operations. It must be capable of being configured as either a single or
double module, and of interfacing
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with payload high fidelity mockups, engineering development units, or
actual flight hardware to ensure the highest quality integrated orbital
procedures training in module systems and payload operations. Interfaces
to flight hardware shall not degrade the operation, functionality, or
flight status of the flight hardware. The mockup shall have internal
dimensions and clearances which are consistent with those within the flight
single and double modules.
d. The Contractor shall provide configuration control and maintenance of the
existing SPACEHAB Intelligent Familiarization Trainer (SHIFT) located at
NASA-JSC. The Contractor shall provide workstations as required for
software maintenance. The Government will provide computer workstations
as required for NASA ground and flight personnel training.
e. For the STS-95 and STS-107 research missions the Contractor shall
coordinate with the provider of each experiment payload on the mission for
a full-scale visual representation (photo, drawing, or 2-D mockup) of the
experiment front panel for use by the flight crew as a training aid during
Joint Integrated Simulation's (JIS's).
The insitutional safety requirements that are required for this contract are
restricted to the training and mockup provisions of subparagraphs b. (hardware)
and e. (software) above. Because these mockups and trainers fall within the
province of JMI 8830.1, "Facilities Baseline Documentation," system safety
requirements are applicable. To insure compliance with pertinent NASA policies
and requirements and Federal, State, and local regulations for safety and
health, environmental protection, and emergency preparedness, the Contractor
will develop and implement a safety and health program in accordance with a
Safety and Health Plan (DRL Line Item No. 11) as approved by NASA.
4.5 SPACEHAB MODULE SYSTEMS, CONFIGURATION AND STOWAGE DATA
The Contractor shall provide the Government with a SPACEHAB Systems Data Book
(DRL Line Item No. 3) that is an accurate and comprehensive source of module
systems operational data. These data shall be used by the Government for
development of procedures, operational limits, flight rules, preflight mission
design, and as flight reference material.
Because of the rapidly changing nature of payload manifests, especially on
Logistics-class missions, and the approximate 30 day development, printing and
distribution cycle of the printed MRAD, the Contractor shall develop and
maintain current on the Internet an electronic version of the MRAD (DRL Line
Item No. 14) containing SPACEHAB module systems data and data for all payloads
that are assigned by the COTR to the Contractor for integration or assessment
as candidates for SPACEHAB cargo element or middeck accommodations. The
electronic MRAD shall be maintained by the Contractor in a read-only mode with
current module systems and payload data on a mission-by-mission basis. The
data content shall reflect dynamic and frequently-used information such as
module layout drawings, resource allocation spreadsheets, and technical and
systems data. As an added feature, the Contractor shall investigate including
a secure "Status Note" function requiring password access in each mission's
file as a place for Contractor and NASA managers to post status information on
payload/mission integration activities. This data will be used by the
Contractor and NASA in supporting the identification and integration of
specific payload complements, and to aid in the integration effort required for
SPACEHAB mission level cargo element manifesting.
This information shall reside in an electronic format accessible by personal
computers located and configured as described in Section 2.2.n.
On a mission specific basis, the Contractor shall provide the Government with
integrated SPACEHAB Mission Performance Analyses (DRL Line Item No. 4) which
contain the technical
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data necessary to provide the Contractor and the Government with an
understanding of the mission-unique performance parameters of the SPACEHAB
systems, all module payloads, and the integrated SPACEHAB cargo element.
The Contractor shall provide to the Government a SPACEHAB cargo element
Configuration Management Plan (DRL Line Item No. 5). This document shall
provide the Government with insight into the Contractor's hardware/software
configuration management system for the SPACEHAB and its payload interfaces.
The Contractor shall include in the Mission Integration and Operations
Management Plan (MIOMP) (DRL Line Item No. 9) a section describing the process
by which payloads are stowed, and may be identified and located during all
phases of flight for both Research and Logistics-class missions.
4.6 SPACE SHUTTLE PROGRAM FLIGHT DOCUMENTATION
The Contractor is responsible for supporting the SSP in the generation of the
flight procedures, malfunction data, support documentation, and the integrated
mission timeline for each mission. As a minimum, the Contractor is responsible
for the following:
a. SPACEHAB module systems operations flight documentation shall be jointly
developed by NASA and the Contractor. The SPACEHAB MIOMP (DRL Line Item
No. 9) defines the roles and responsibilities for all operations
documentation products that must be developed by the Contractor. The
MIOMP addresses all the development, configuration control, verification,
and Flight Data File production aspects including schedules for these
products, and is approved by NASA.
b. All integrated SPACEHAB module systems/Shuttle flight procedures, mission
timelines and SPACEHAB module system flight procedures and associated
changes shall be the responsibility of NASA/JSC with appropriate inputs
from the Contractor through the standard integration documentation process
as defined in paragraph 4.9. All joint ground procedures will be jointly
defined and approved and shall be documented in the appropriate CIP
Annexes.
c. All SPACEHAB payload flight procedures and timelines shall be the
responsibility of the Contractor to develop and produce as defined in the
MIOMP (DRL Line Item No. 9). All procedures shall meet the Space Shuttle
crew procedures preparation and production standards. The NASA-generated
flight plan shall be the overall controlling document and the
Contractor-generated payload timelines must operate within the crew time
allotted by the flight plan.
d. Results of the Contractor's control process, procedure validation process
and documentation production process must be reviewed by the NASA-JSC Crew
Procedures Control Board periodically to ensure timely product delivery
and coordination with other mission documentation.
e. All Contractor-generated documentation is required to be a part of the
flight specific Flight Operations Review (FOR) package and is subject to
all changes approved by the FOR Board without additional approval by the
Contractor control process.
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4.7 SPACEHAB INTEGRATION FACILITY
The Contractor shall be responsible for SPACEHAB module maintenance and ground
processing, and payload integration into the module, in a Contractor-provided
facility, the SPACEHAB Payload Processing Facility (SPPF) at Cape Canaveral,
Florida, and shall provide the personnel and GSE to accomplish these
operations.
4.8 SPACEHAB MISSION SUPPORT
The Contractor shall support real-time mission operations for the SPACEHAB
cargo element by providing a SPACEHAB Flight Control Team that is trained and
operates in conjunction with the Space Shuttle Flight Control Team. The
SPACEHAB Flight Control Team shall participate in Joint Integrated Simulations
(JIS's) conducted by NASA from the NASA-JSC Mission Control Center POCC and the
Customer Support Room (CSR), conducted by NASA, to perform integrated mission
training. The Contractor shall support real-time operations with this same
team, as defined in Section 5.2 of this Statement of Work.
The Contractor shall develop a Mission Support Handbook (DRL Line Item No. 17)
for each mission to provide NASA, the Contractor's Flight Control Team and the
payload developer community with a convenient, consistent and complete
reference document for use during JIS's and real-time mission operations.
5.0 INTEGRATED OPERATIONS
5.1 INTEGRATED OPERATIONS PLANNING
In addition to identifying the SPACEHAB cargo element operational requirements
and constraints in the appropriate SSP integration documentation, the
Contractor shall develop, maintain and utilize the SPACEHAB Mission Integration
and Operations Management Plan (MIOMP) (DRL Line Item No. 9).
This plan shall identify and define all the various operations processes,
schedules, and interface requirements used by the contractor to manifest and
integrate payloads for a mission, prepare the SPACEHAB module and its payload
complement for flight, support orbital operations, manage the associated data,
and return payloads to their sponsors post flight. This plan shall be approved
by the COTR and shall describe the following principal functions:
a. Payload manifesting and integration
b. Space Shuttle Program mission integration support
c. Payload flight operations documentation preparation
d. SPACEHAB module systems and payload operations training
e. Ground facility utilization
f. Data management
g. Simulations and mission operations training and support
h. Stowage management (including on-orbit logistics support for
Logistics-class missions)
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5.2 GROUND OPERATIONS
Because of the potential for unforeseeable launch delays in the Space Shuttle
Program launch schedule, changes to projected launch dates are likely to occur
and are recognized as being beyond the Contractor's ability to control. The
effort required by the Contractor to adjust his ground operations schedules and
processes to those in support of SSP ground processing shall be considered to
be within the scope of this contract, unless the total contract period of
performance is lengthened, or unless SSP schedules do not allow the Contractor
at least 45 working days in the SPPF for processing Logistics-class modules
between consecutive missions, or 60 days for Research-class modules between
consecutive missions.
5.2.1 CONTRACTOR PAYLOAD SUPPORT
In preparation for and execution of payload-to-SPACEHAB module integration and
deintegration the Contractor shall provide the following services at the SPPF
in Florida and in the pressurized volumes of the Space Shuttle and SPACEHAB at
the launch pad and landing site.
a. Coordination of pre- and post-mission shipping and receiving of payload
flight and training hardware to and from the SPPF.
b. Provision of Customer Work Areas in the SPPF with the necessary
security, and administrative and laboratory equipment to control, store
and prepare for flight payload parts or components, scientific research
materials and supporting equipment.
c. Integration of payload and payload interface hardware into the SPACEHAB
module and deintegration of the same following the module's post-flight
return. This includes provision of payload late access and scrub
turnaround services at the launch pad, and early retrieval services at the
primary and first alternate landing sites. It also includes coordination
with NASA-KSC for installation and removal of any payloads which must fly
in the Orbiter middeck.
5.2.2 LAUNCH SITE INTEGRATION
All Space Shuttle payload and cargo element integration operations and testing
at the launch and landing site are scheduled and controlled by NASA-KSC Payload
Operations personnel.
5.2.3 CONTRACTOR KSC SUPPORT
The Contractor shall support the Orbiter-to-SPACEHAB cargo element interface
verification and launch processing with personnel and GSE. Procedure inputs
shall be provided in accordance with KSC procedure development schedules and
reviews and meetings as stated in the KSC Launch Site Support Plan.
5.2.4 DELIVERY TO KSC
The Contractor shall transport the SPACEHAB module from the SPPF to KSC and
deliver it to the O&C or SSPF for vertical installation into the Orbiter in
support of KSC requirements.
5.2.5 KSC FACILITY COMPATIBILITY
The SPACEHAB flight hardware and any Contractor-supplied GSE to be used at KSC
in support of SPACEHAB module installation, integration and launch processing
shall be compatible with existing KSC facility resources and capabilities as
defined in NSTS 07700, Volume XIV, Appendix 5 - Systems Description and Design
Data - Ground Operations. Any needed changes shall be defined and funded by
the Contractor.
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5.2.6 FIT CHECKS
The Contractor shall support fit checks as required by the CIP at KSC for any
Contractor-provided flight item that has been approved by the SSP for middeck
installation into the Orbiter. New or modified equipment to be installed by
the crew for the first time on orbit must be fit checked prior to flight (e.g.,
at the Crew Equipment Interface Test).
5.2.7 LATE ACCESS
The Contractor shall negotiate with the SSP through the CIP for resolution of
any flight hardware issues regarding late pad (after payload bay door closure)
access that could potentially impact the Orbiter closeout timeline for launch.
The Contractor is responsible for delivery of middeck installed late access
payloads (if any) to KSC personnel at the launch pad, and for installation of
late access payloads into the SPACEHAB module using the KSC-provided MVAK.
5.2.8 LAUNCH SUPPORT
The Contractor shall coordinate his operations with, and participate in, KSC
launch operations (e.g., real-time pre-launch and landing operations)
associated with each mission. Launch and landing operations support shall be
provided from the KSC Launch Control Center (LCC), or other locations as
appropriate.
5.2.9 SCRUB TURNAROUND
The Contractor shall obtain prior approval from the SSP through the CIP for any
middeck or module payload that would require access/replacement prior to the
next launch attempt. The Contractor shall be responsible for delivery of any
replacement middeck installed payloads to KSC personnel at the launch pad.
Using the KSC-provided MVAK the Contractor is responsible for scrub turnaround
payload removal and reinstallation in the module.
5.2.10 END-OF-MISSION ACCESS
The Contractor shall negotiate with the SSP through the CIP for early module
access at the end of a mission. In concert with KSC landing and recovery
personnel, and if necessary to meet payload complement requirements, the
Contractor shall provide the support necessary, including GSE, for the
accomplishment of approved payload early removal from the module at the primary
and first alternate landing sites. At the primary landing site the Contractor
shall be ready to support a landing at any time after launch. At the first
alternate landing site the Contractor shall be ready to support a landing after
a Minimum Duration Flight (MDF). If a landing occurs before a MDF, support
shall be on a best effort basis. If necessary to provide timely support at the
first alternate landing site the Contractor shall preposition GSE there to
support payload removal. The Contractor shall have in place a written rapid
response plan to move the necessary personnel and equipment for payload and
module recovery to other alternate or abort landing sites, if so directed,
either in conjunction with, or independent from, Government-provided (on a
space-available basis) personnel and GSE transportation.
5.2.11 RETURN TO THE SPPF
The Contractor shall be responsible for providing return transportation of the
module from KSC to the SPPF after post-mission deintegration. Under normal
conditions (a Space Shuttle landing at KSC after a nominal duration mission)
the module is expected to be returned to the Contractor for transportation to
the SPPF 10 days after landing. To allow completion of contract activity
within 45 days after return of the module flown on the last mission under this
contract, KSC will be
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requested to expedite module turnover to the Contractor. Under normal
conditions this can be accomplished within 8 days after landing.
5.2.12 POST FLIGHT DATA ANALYSIS
The Contractor shall provide, or coordinate the provision of, the required
historical flight data and timeline information identified in the CIP to
payload providers and Principal Investigators in support of payload post-flight
analysis activities.
5.3 FLIGHT OPERATIONS SUPPORT
The Contractor shall provide to the Government flight-ready Payload Flight
Operations Procedures and Timelines (DRL Line Item No. 10). These documents
shall be delivered according to established NASA preflight milestones and shall
be used to support crew training, integrated simulations and flight operations.
For pre-mission JIS's and for mission flight operations, the Contractor shall
provide operational management for the SPACEHAB cargo element from the NASA-JSC
MCC POCC and CSR areas. The Contractor shall participate in daily meetings of
the SSP Mission Management Team (MMT). Additionally, the Contractor shall
staff and operate MCC facilities provided by NASA for payload technical and
scientific personnel in a controlled area in close proximity to the JSC POCC.
The following services shall be provided by the Contractor for each mission:
a. POCC procedures and support which will allow payload personnel to
monitor real-time operations during the prelaunch, flight, and postlanding
phases of the mission. Payloads shall be kept advised of flight
operations affecting their experiments and participate in real-time
operations and planning activities. For payloads utilizing remote POCC's
the Contractor shall coordinate and integrate their activities into the
SPACEHAB cargo element POCC processes, procedures and controls.
b. Using telemetry, voice and video data services available in the POCC the
Contractor shall monitor and, as required, control SPACEHAB cargo element
systems and payload operations over the duration of the mission.
c. The Contractor shall provide administrative services for
acquiring/copying and routing of mission-related module and payload data
and correspondence to local and remote locations.
The JSC POCC shall be utilized for the SPACEHAB cargo element operations
support personnel and the CSR for program management support. For JSC POCC
capabilities, reference the POCC Capabilities Document, NSTS 21063.
6.0 SAFETY
The Contractor is responsible for assuring that the SPACEHAB cargo element and
the GSE (including interfaces and operations) are safe. The SPACEHAB module
and GSE design and operations must comply with the safety requirements defined
in this section. Payload compliance with the safety requirements is assessed
by the SSP through a multi-phased flight and ground safety review and safety
certification process. Successful completion of these safety reviews, and of
the safety certifications, are prerequisites for approval by the SSP for ground
processing and flight.
The Contractor shall provide flight and ground safety data for the integrated
payload element to the SSP as specified by NSTS 13830, Implementation Procedure
for NSTS Payloads System Safety Requirements. Separate flight and ground
Safety Analyses and Hazard Analyses reports
C-26
<PAGE> 37
(DRL Line Item No. 7) will be provided as phased submittals to the JSC and KSC
Payload Safety Review panels.
At the time of delivery of the payload hardware, the Contractor shall obtain a
Payload Configuration Certification from each payload provider which shall
certify that the hardware provided is identical in configuration and
construction to the hardware described at the Phase III Flight and Ground
Safety reviews.
6.1 SPACEHAB MODULE DESIGN AND FLIGHT OPERATIONS REQUIREMENTS
The SPACEHAB module design (including interfaces and operations) shall comply
with the requirements of NSTS 1700.7B, Safety Policy and Requirements for
Payloads Using the Space Transportation System. Interpretations or
clarification of these requirements are contained in NSTS 18798,
Interpretations of NSTS Payload Safety Requirements. The module shall meet
these requirements at the launch/landing sites and during flight operations and
ferry flights.
6.2 GSE DESIGN AND GROUND OPERATIONS REQUIREMENTS
The SPACEHAB module and GSE design (including interfaces and operations) shall
comply with the requirements of NSTS 1700.7B and 45 SPW HB S-100/KHB 1700.7,
Space Transportation System Payload Ground Safety Handbook, for launch site
processing and post-landing operations including abort, contingency, and
emergency landings.
6.3 SAFETY AND REVIEW REQUIREMENTS
The implementation of the safety requirements of NSTS 1700.7B and 45 SPW HB
S-100/KHB 1700.7 shall be accomplished by NSTS 13830, Implementation Procedure
for Space Shuttle Payloads System Safety Requirements.
The safety documentation shall be provided by the Contractor to the appropriate
NASA organization (JSC or KSC) for each mission flight or ground safety review.
The safety review meeting shall be scheduled approximately 45 days after the
receipt of a data submittal acceptable to the appropriate Payload Safety Review
panel.
7.0 MAJOR MILESTONES
In order to assure compatibility of the SPACEHAB cargo element with the Space
Shuttle program, the milestones presented in Figure 1 must be met.
8.0 APPLICABLE DOCUMENTS
In performing its obligations under this contract, the Contractor shall use the
current issue of the following documents:
1. NSTS 07700, Volume XIV: Space Shuttle System Payload Accommodations,
with Appendices 1-10
2. NSTS 07700, Volume XIV, Attachment 1, ICD 2-19001: Shuttle Orbiter/Cargo
Standard Interfaces
3. NSTS 1700.7B: Safety Policy and Requirements for Payloads using the
Space Transportation System (STS)
4. NSTS 13830: Implementation Procedure for STS Payloads System Safety
Requirements
C-27
<PAGE> 38
5. NSTS 21063-POC-CAP: POCC Capabilities Document
6. 45 SPW HB S-100/KHB 1700.7: Space Shuttle Payload Ground Safety Handbook
7. NSTS 18468: Mission Integration Control Board Configuration Management
Procedures
8. KSC K-CM-04.2: Instructions for KSC Crew Procedures Configuration
Control Board Operations
9. NSTS 18798: Interpretations of NSTS Payload Safety Requirements
10. ICD-A-21095: Shuttle Orbiter/SPACEHAB Cargo Element Interfaces
11. JMI 8830.1: Facilities Baseline Documentation
12. MDC 91W5023: SPACEHAB Experiment Interface Definition Document
13. Electronic Industries Association (EIA) Standard RS-310-C: Racks, Panels,
and associated Equipment
14. JSC-08969: Crew Procedures Management Plan
15. NASA/SPACEHAB Memorandum of Agreement on Crew Procedures, April, 1995
16. ICD-A-TBD: Shuttle Orbiter/SPACEHAB RDM Cargo Element Interfaces
C-28
<PAGE> 39
SECTION D
RESERVED
[END OF SECTION]
D-1
<PAGE> 40
SECTION E
INSPECTION AND ACCEPTANCE
E.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ ---- -----
<S> <C> <C>
52.246-4 AUG 1996 INSPECTION OF SERVICES-FIXED-PRICE
</TABLE>
II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ ---- -----
<S> <C> <C>
1852.246-73 MAR 1997 HUMAN SPACE FLIGHT ITEM
</TABLE>
(End of clause)
E.2 ACCEPTANCE
Acceptance of flight and ground hardware and integration and operations
services set forth in Section C shall be by the Contracting Officer or his/her
duly authorized representative on a flight-by-flight basis. Complete
compliance with the provisions of Clause E.3 entitled "Definition of Acceptance
Service" will demonstrate that service has been delivered.
(End of clause)
E.3 DEFINITION OF ACCEPTABLE SERVICE
The lease of flight and ground hardware and integration and operations services
shall meet the requirements specified in the Statement of Work set forth in
Section C.
Acceptance shall be made on a per-flight basis. If services are not provided
as required, the parties agree that one remedy available to the Government is
an equitable adjustment to the contract price (made in accordance with the
procedural provisions of the Changes clause, and any other applicable clauses).
Nothing in this provision shall limit the Government's rights under the
Termination for Convenience or Default clauses, nor its right to recover
damages for breach of contract.
(End of clause)
E-1
<PAGE> 41
E.4 QUALITY ASSURANCE SURVEILLANCE PLAN (JSC 52.246-93) (JULY 1996)
A Quality Assurance Surveillance Plan (QASP) will be developed and implemented
by the Contracting Officer's Technical Representative (COTR) as a part of the
contract administration and monitoring activities conducted to assure that the
Government receives products and services that conform to contract
requirements. The nature and extent of quality assurance surveillance
contemplated in this plan will be based, in part, on the specific content of
the contractor's Quality Plan (included in Section J).
(End of clause)
[END OF SECTION]
E-2
<PAGE> 42
SECTION F
DELIVERIES OR PERFORMANCE
F.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ ---- -----
<S> <C> <C>
52.242-15 AUG 1989 STOP-WORK ORDER
52.247-34 NOV 1991 F.O.B. DESTINATION
</TABLE>
II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)
CLAUSE
NUMBER DATE TITLE
------ ---- -----
No NASA By reference clauses in Section D.
(End of Clause)
F.2 COMPLETION OF WORK (JSC 52.212-95)(SEP 1988)
All work required under this contract, including submission of all reports,
shall be completed on or before July 12, 2000.
(End of Clause)
F.3 OPTION TO EXTEND COMPLETION OF WORK
The Government may require the Contractor to continue to perform services under
this contract. The Contracting Officer may exercise each option by issuance of
a unilateral contract modification no later than 15 months prior to the launch
opportunity date. These options will be exercised prior to the end of the
completion of work set forth in Article F.3. Should an option be exercised,
the resultant contract will include all terms and conditions of the basic
contract as it exists immediately prior to the exercise of the option, except
for the following changes:
OPTION 1
Add a fourth mission to the contract. STS-107 will be replaced by a logistics
double module at 95% NASA allocation and the research double module at 82% NASA
allocation will be moved to another flight.
A. Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $15,800,000 to the contract value. Article B.2 shall be deleted in
its entirety and replaced with the following:
F-1
<PAGE> 43
"B.2 FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)
The total firm-fixed price of this contract is $58,660,000.
(End of clause)"
B. Article B.3 entitled, "Milestone Schedule," item 3 shall be modified to
reflect the logistics double module and item 4 shall shall be added to the
contract:
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C>
3 Lease of Logistics Double Module and
related integration services
on STS-107 (95% NASA Allocation)
3a Baseline MRAD, submit CIP Addendum L-12 mo. $ 2,962,500
3b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 2,962,500
3c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 3,950,000
3d All Interface Control Agreements
(core ICD's, SIA's, PTA's)
baselined L-3 mo. $ 1,975,000
3e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 987,500
3f Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 987,500
3g Post-flight destow process complete R+1 mo. $ 1,975,000
SUBTOTAL STS-107 $15,800,000
4 Lease of Research Double Module
and related integration services
on STS-TBD (82 % NASA Allocation)
4a Baseline MRAD, submit CIP Addendum L-12 mo. $ 3,712,500
4b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 3,712,500
4c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 4,950,000
4d All Interface Control Agreements
(core ICD's, SIA's, PTA's) baselined L-3 mo. $ 2,475,000
</TABLE>
F-2
<PAGE> 44
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
4e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 1,237,500
4f Delivery of flight-ready SPACEHAB
module in accordance with the
SOW to KSC L-1 mo. $ 1,237,500
4g Post-flight destow process complete R+1 mo. $ 2,475,000
SUBTOTAL STS-TBD $19,800,000
TOTAL PAYMENTS $58,660,000
</TABLE>
C. Section C, Statement of Work will be modified as follows:
1. Section 2.3 SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five
is deleted in its entirety and replaced with the following:
<TABLE>
<CAPTION>
Mass NASA Allocation Contractor Allocation
---- --------------- ---------------------
Mission Config. Capability %, (lbm), [kg] %, (lbm), [kg]
- ------- ------- ---------- -------------- --------------
<S> <C> <C> <C> <C>
STS-95 SM 4,800 lbm 55, (2,640), [1197] 45, (2,160), [980]
STS-96 LDM 9,000 lbm 100, (9,000), [4082] 0
STS-107 LDM 9,000 lbm 95, (8,550), [3878] 5, (450), [204] '
STS-TBD RDM 9,000 lbm 82, (7,380), [3347] 18, (1,620), [735]
</TABLE>
D. F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.
OPTION 2
Add a fourth mission to the contract. STS-107 will be replaced by a logistics
double module at 100% NASA allocation and the research double module at 82%
NASA allocation will be moved to another flight.
A. Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $17,860,000 to the contract value. Article B.2 shall be
deleted in its entirety and replaced with the following:
"B.2 FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)
The total firm-fixed price of this contract is $60,720,000.
(End of clause)"
F-3
<PAGE> 45
B. Article B.3 entitled, "Milestone Schedule," shall be modified by the
addition of the following milestones:
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
3 Lease of Logistics Double Module and
related integration services
on STS-107 (100% NASA Allocation)
3a Baseline MRAD, submit CIP Addendum L-12 mo. $ 3,348,750
3b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 3,348,750
3c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 4,465,000
3d All Interface Control Agreements
(core ICD's, SIA's, PTA's)
baselined L-3 mo. $ 2,232,500
3e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 1,116,250
3f Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 1,116,250
3g Post-flight destow process complete R+1 mo. $ 2,232,500
SUBTOTAL STS-TBD $17,860,000
4 Lease of Research Double Module
and related integration services
on STS-TBD (82 % NASA Allocation)
4a Baseline MRAD, submit CIP Addendum L-12 mo. $ 3,712,500
4b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 3,712,500
4c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 4,950,000
4d All Interface Control Agreements
(core ICD's, SIA's, PTA's) baselined L-3 mo. $ 2,475,000
4e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 1,237,500
4f Delivery of flight-ready SPACEHAB
module in accordance with the
SOW to KSC L-1 mo. $ 1,237,500
</TABLE>
F-4
<PAGE> 46
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
4g Post-flight destow process complete R+1 mo. $ 2,475,000
SUBTOTAL STS-TBD $19,800,000
TOTAL PAYMENTS $60,720,000
</TABLE>
C. Section C, Statement of Work will be modified as follows:
1. Section 2.3 SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five is
deleted in its entirety and replaced with the following:
<TABLE>
<CAPTION>
' Mass NASA Allocation Contractor Allocation
---- --------------- ---------------------
Mission Config. Capability %, (lbm), [kg] %, (lbm), [kg]
------- ------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
STS-95 RSM 4,800 lbm 55, (2,640), [1197] 45, (2,160), [980]
STS-96 LDM 9,000 lbm 100, (9,000), [4082] 0
STS-107 LDM 9,000 lbm 100, (9,000), [4082] 0'
STS-TBD RDM 9,000 lbm 82, (7,380), [3347] 18, (1,620), [735]
</TABLE>
D. F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.
OPTION 3
Add a fourth mission for a logistics double module at 95% NASA allocation to
the contract.
A. Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $15,800,000 to the contract value. Article B.2 shall be deleted in
its entirety and replaced with the following:
"B.2 FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)
The total firm-fixed price of this contract is $58,660,000.
(End of clause)"
B. (1) Article B.3 entitled, "Milestone Schedule" shall be modified to add
the following milestones established as follows:
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
4 Lease of Logistics Double Module and
related integration services
on STS-TBD (95% NASA Allocation)
4a Baseline MRAD, submit CIP Addendum L-12 mo. $ 2,962,500
</TABLE>
F-5
<PAGE> 47
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C>
4b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 2,962,500
4c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 3,950,000
4d All Interface Control Agreements
(core ICD's, SIA's, PTA's)
baselined L-3 mo. $ 1,975,000
4e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 987,500
4f Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 987,500
4g Post-flight destow process complete R+1 mo. $ 1,975,000
TOTAL PAYMENTS-STS-TBD $15,800,000
TOTAL PAYMENTS $58,660,000
</TABLE>
C. Section C, Statement of Work will be modified as follows:
1. Section 2.3 SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five.
Revise the table in the paragraph as follows:
<TABLE>
<CAPTION>
' Mass NASA Allocation Contractor Allocation
---- --------------- ---------------------
Mission Config. Capability %, (lbm), [kg] %, (lbm), [kg]
------- ------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
STS-95 SM 4,800 lbm 55, (2,640), [1197] 45, (2,160), [980]
STS-96 LDM 9,000 lbm 100, (9,000), [4082] 0
STS-107 RDM 9,000 lbm 82, (7,380), [3347] 18, (1,620), [735]
STS-TBD LDM 9,000 lbm 95, (8,550), [3878] 5, (450), [204] '
</TABLE>
D. F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.
OPTION 4
Add a fourth mission for a logistics double module at 100% NASA allocation to
the contract.
A. Article B.2 entitled, "Firm-Fixed-Price" shall be modified to reflect the
addition of $17,860,000 to the contract value. Article B.2 shall be deleted in
its entirety and replaced with the following:
F-6
<PAGE> 48
"B.2 FIRM-FIXED PRICE (NASA 1852.216-78) (DEC 1988)
The total firm-fixed price of this contract is $60,720,000.
(End of clause)"
B. (1) Article B.3 entitled, "Milestone Schedule" shall be modified to add
the following milestones established as follows:
<TABLE>
<CAPTION>
Delivery Firm-Fixed
Item Number Services Date Price
- ----------- -------- ---- -----
<S> <C> <C> <C>
4 Lease of Logistics Double Module and
related integration services
on STS-TBD (100% NASA Allocation)
4a Baseline MRAD, submit CIP Addendum L-12 mo. $ 3,348,750
4b Delivery of Finite Element structural
models, thermal models, and Mission
Training Plan L-9 mo. $ 3,348,750
4c Submittal of Phase III Safety Data
Packages (Flight & Ground) L-5 mo. $ 4,465,000
4d All Interface Control Agreements
(core ICD's, SIA's, PTA's)
baselined L-3 mo. $ 2,232,500
4e Analytical Engineering Analyses
(Structural, Thermal, EMI/EMC and
Acoustics) delivered to SSP L-2 mo. $ 1,116,250
4f Delivery of flight-ready SPACEHAB
double module in accordance with the
SOW to KSC L-1 mo. $ 1,116,250
4g Post-flight destow process complete R+1 mo. $ 2,232,500
SUBTOTAL STS-TBD $17,860,000
TOTAL PAYMENTS $60,720,000
</TABLE>
C. Section C, Statement of Work will be modified as follows:
1. Section 2.3 SUMMARY OF SPACEHAB MODULE RESOURCES, table in paragraph five is
deleted in its entirety and replaced with the following:
F-7
<PAGE> 49
<TABLE>
<CAPTION>
' Mass NASA Allocation Contractor Allocation
- ---- --------------- ---------------------
Mission Config. Capability %, (lbm), [kg] %, (lbm), [kg]
------- ------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
STS-95 RSM 4,800 lbm 55, (2,640), [1197] 45, (2,160), [980]
STS-96 LDM 9,000 lbm 100, (9,000), [4082] 0
STS-107 RDM 9,000 lbm 82, (7,380), [3347] 18, (1,620), [735]
STS-TBD LDM 9,000 lbm 100, (9,000), [4082] 0'
</TABLE>
D. F.2 entitled "Completion of Work" shall be modified to extend the ending
date of the contract to R + 45 days of the selected mission.
(End of Clause)
F.5 AGREEMENT CONCERNING DELAYS IN SHUTTLE LAUNCH DATES AS SET FORTH IN
THE CONTRACT AND RELATED EQUITABLE ADJUSTMENTS
Since flight schedule changes are likely to occur, launch schedule
variations shall not be subject to the changes clause as long as they:
1) Do not increase the total period of performance under this contract, and
2) Allow the contractor at least 45 days to process hardware in the SPPF between
consecutive missions.
(End of provision)
[END OF SECTION]
F-8
<PAGE> 50
SECTION G
CONTRACT ADMINISTRATION DATA
G.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE
NUMBER DATE TITLE
------ ---- -----
No FAR By-reference clauses in Section G.
II NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ -- -----
<S> <C> <C>
1852.245-70 JUL 1997 CONTRACTOR REQUESTS FOR GOVERNMENT-OWNED EQUIPMENT
1852.245-73 SEP 1996 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF
CONTRACTORS
</TABLE>
(End of clause)
G.2 TECHNICAL DIRECTION (NASA 18-52.242-70)(SEP 1993)
(a) Performance of the work under this contract is subject to the written
technical direction of the Contracting Officer's Technical Representative
(COTR), who shall be specifically appointed by the Contracting Officer in
writing in accordance with NASA FAR Supplement 18-42.270. "Technical
direction" means a directive to the Contractor that approves approaches,
solutions, designs, or refinements; fills in details or otherwise completes the
general description of work or documentation items; shifts emphasis among work
areas or tasks; or furnishes similar instruction to the Contractor. Technical
direction includes requiring studies and pursuit of certain lines of inquiry
regarding matters within the general tasks and requirements in Section C of
this contract.
(b) The COTR does not have the authority to, and shall not, issue any
instruction purporting to be technical direction that--
(1) Constitutes an assignment of additional work outside the statement
of work;
(2) Constitutes a change as defined in the changes clause;
(3) Constitutes a basis for any increase or decrease in the award fee
or the time required for contract performance;
(4) Changes any of the expressed terms, conditions, or specifications
of the contract; or
G-1
<PAGE> 51
(5) Interferes with the contractor's rights to perform the terms and
conditions of the contract.
(c) All technical direction shall be issued in writing by the COTR.
(d) The Contractor shall proceed promptly with the performance of technical
direction duly issued by the COTR in the manner prescribed by this clause and
within the COTR's authority. If, in the Contractor's opinion, any instruction
or direction by the COTR falls within any of the categories defined in
paragraph (b) above, the Contractor shall not proceed but shall notify the
Contracting Officer in writing within 5 working days after receiving it and
shall request the Contracting Officer to take action as described in this
clause. Upon receiving this notification, the Contracting Officer shall either
issue an appropriate contract modification within a reasonable time or advise
the Contractor in writing within 30 days that the instruction or direction is--
(1) Rescinded in its entirety; or
(2) Within the requirements of the contract and does not constitute a
change under the Changes clause of the contract, and that the Contractor should
proceed promptly with its performance.
(e) A failure of the contractor and contracting officer to agree that the
instruction or direction is both within the scope of the contract and does not
constitute a change under the changes clause, or a failure to agree upon the
contract action to be taken with respect to the instruction or direction, shall
be subject to the Disputes clause of this contract.
(f) Any action(s) taken by the contractor in response to any direction given
by any person other than the Contracting Officer or the COTR shall be at the
Contractor's risk.
(End of clause)
G.3 LIST OF GOVERNMENT-FURNISHED PROPERTY (NASA 1852.245-76)
(OCT 1988)
For performance of work under this contract, the Government will make available
Government property identified in Attachment J-IV of this contract on a
no-charge-for-use basis. The Contractor shall use this property in the
performance of this contract at the Kennedy Space Center and at other
location(s) as may be approved by the Contracting Officer. Under the FAR
52.245 Government property clause of this contract, the Contractor is
accountable for the identified property.
<TABLE>
<CAPTION>
Acquisition Date to be Furnished
Item Quantity Cost to the Contractor
- ---- -------- ---- -----------------
<S> <C>
See Attachment J-IV
</TABLE>
(End of clause)
G.4 BASE SUPPORT
A. It is the Government's policy to furnish, to the maximum practicable extent
and on a no-charge-for-use basis, available property and equipment, at the
Kennedy Space Center and the Cape Canaveral Air Station. Therefore, to
avoid unnecessary duplication of facilities and
G-2
<PAGE> 52
capabilities, the Contractor shall utilize available assigned Government,
equipment, tools, supplies, materials, hardware and services as specified
in the attachments to this contract; and in KHB 4000.1C w/ch 3, entitled
"Supply Support System Manual."
(End of clause)
G.5 SUBMISSION OF INVOICES (JSC 52.232-90) (OCT 1993)
Invoices shall be prepared and submitted in quadruplicate unless otherwise
specified. Invoices shall contain the following information as applicable:
contract and order number, item numbers. Description of supplies or services,
sizes, quantities, unit prices, and extended totals. Invoices shall be
submitted to:
NASA Johnson Space Center
Attn: BV2/Christine Mack
2101 NASA Road 1
Houston, TX 77058-3696
(End of clause)
G.6 IDENTIFICATION OF EMPLOYEES (JSC 52.242-92)(MAY 1993)
At all times while on Government property, the Contractor, subcontractors,
their employees and agents shall wear badges which will be issued by the NASA
Contract and Pass Office, located in building No. 110. Badges will be issued
only between the hours of 7:00 a.m. and 4:00 p.m., Monday through Friday. Each
individual who wears a badge will be required to sign personally for the badge.
The Contractor will be held accountable for these badges, and immediately after
completion of the work, they shall be returned to the NASA Contract Badge and
Pass Office. Failure to turn in badges upon completion of the work may result
in final payment being delayed.
(End of Clause)
G.7 SECURITY CONTROLS AT KSC (KSC 52.204-90)(JAN 1992)
A. Identification of Employees
1. The contractor shall require each employee engaged on the work
site to display NASA-furnished identification badges and special access badges
at all times. The contractor shall obtain and submit badging request forms on
each person employed or to be employed by the contractor under this contract.
The contractor shall designate his own security and badging officials to act as
points of contact for the KSC Security Office. Prior to proceeding with onsite
performance, the contractor shall submit the following information to the NASA
Security Office, (FF-SI-B), Kennedy Space Center:
a. Contract number and location of work site(s)
b. Contract commencement and completion dates
c. Status as prime or subcontractor
d. Names of designated security and badging officials
G-3
<PAGE> 53
2. Identification and badging of employees shall be accomplished as
soon as practicable after award of the contract. During performance of the
contract, the contractor shall, upon termination of an employee, immediately
deliver badges and/or passes issued to the employee to the NASA Security
Office. It is agreed and understood that all NASA identification badges/passes
remain the property of NASA, and the Government reserves the right to invalidate
such badges/passes at any time.
B. Access to Controlled Areas within KSC
1. Certain areas within KSC have been designated as Controlled Areas.
These are normally surrounded by fencing and have an entrance gate monitored by
a guard or monitoring device. Access into such areas is classified into
"escorted" and "unescorted" access. For each employee for which the contractor
desires to have unescorted access, the prescribed forms must be submitted to the
NASA Security Office. Due to the time required to process requests for
unescorted access, the contractor is advised to complete and submit the required
forms as soon as practicable after contract award. Within 14 working days after
the receipt of the forms, the NASA Security Office will determine whether the
person is eligible for unescorted access.
2. The prime contractor is responsible for providing escort services
for any of his employees and/or any subcontractor employees who are not
eligible for unescorted access.
3. All requests for unescorted access by subcontractors will be
submitted through the prime contractor for forwarding to the NASA Security
Office.
(End of clause)
[END OF SECTION]
G-4
<PAGE> 54
SECTION H
SPECIAL CONTRACT REQUIREMENTS
H.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE
NUMBER DATE TITLE
------ ---- -----
No FAR By-reference clauses in Section H.
II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR
CHAPTER 18)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ ---- -----
<S> <C> <C>
1852.223-70 MAR 1997 SAFETY AND HEALTH
1852.228-72 SEPT 1993 CROSS WAIVER OF
LIABILITY FOR SPACE
SHUTTLE SERVICES
1852.228-76 DEC 1994 CROSS WAIVER OF
LIABILITY FOR SPACE
STATION ACTIVITIES
18-52.246-70 MAR 1997 MISSION CRITICAL SPACE
SYSTEM PERSONNEL
RELIABILITY PROGRAM
</TABLE>
H.2 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (NASA 1852.232-77)
(MAR 1989) DEVIATION
(a) Of the total price of items 1 through 3, the sum of $900,000 is presently
available for payment and allotted to this contract. It is anticipated that
from time to time additional funds will be allocated to the contract in
accordance with the following schedule, until the total price of said items is
allotted:
SCHEDULE FOR ALLOTMENT OF FUNDS
<TABLE>
<CAPTION>
DATE AMOUNTS
<S> <C>
FY 98 $20,000,000
FY 99 $15,000,000
FY 00 $ 7,860,000
TOTAL $42,860,000
</TABLE>
H-1
<PAGE> 55
(b) The Contractor agrees to perform or have performed work on the items
specified in paragraph (a) of this clause up to the point at which, if this
contract is terminated pursuant to the Termination for Convenience of the
Government clause of this contract, the total amount payable by the Government
(including amounts payable for subcontracts and settlement costs) pursuant to
paragraphs (f) and (g) of that clause would, in the exercise of reasonable
judgment by the Contractor, approximate the total amount at the time allotted
to the contract. The Contractor is not obligated to continue performance of the
work beyond that point. The Government is not obligated in any event to pay or
reimburse the Contractor more than the amount from time to time allotted to the
contract, anything to the contrary in the Termination for Convenience of the
Government clause notwithstanding.
(c)(1) It is contemplated that funds presently allotted to this contract will
cover the work to be performed until January 8, 1998.
(2) If funds allotted are considered by the Contractor to be inadequate to cover
the work to be performed until that date, or an agreed date substituted for
it, the Contractor shall notify the Contracting Officer in writing when
within the next 60 days the work will reach a point at which, if the
contract is terminated pursuant to the Termination for Convenience of the
Government clause of this contract, the total amount payable by the
Government (including amounts payable for subcontracts and settlement
costs) pursuant to paragraphs (f) and (g) of that clause will approximate
75 percent of the total amount then allotted to the contract.
(3) (i) The notice shall state the estimate when the point referred to in
paragraph (c)(2) of this clause will be reached and the estimated amount of
additional funds required to continue performance to the date specified in
paragraph (c)(1) of this clause, or an agreed date substituted for it.
(ii)The Contractor shall, 60 days in advance of the date specified in paragraph
(c)(1) of this clause, or an agreed date substituted for it, advise the
Contracting Officer in writing as to the estimated amount of additional funds
required for the timely performance of the contract for a further period as may
be specified in the contract or otherwise agreed to by the parties.
(4) If, after the notification referred to in paragraph (c)(3)(ii) of this
clause, additional funds are not allotted by the date specified in paragraph
(c)(1) of this clause, or an agreed date substituted for it, the Contracting
Officer shall, upon the Contractor's written request, terminate this contract
on that date or on the date set forth in the request, whichever is later,
pursuant to the Termination for Convenience of the Government clause.
(d) When additional funds are allotted from time to time for continued
performance of the work under this contract, the parties shall agree on the
applicable period of contract performance to be covered by these funds. The
provisions of paragraphs (b) and (c) of this clause shall apply to these
additional allotted funds and the substituted date pertaining to them, and the
contract shall be modified accordingly.
H-2
<PAGE> 56
(e) If, solely by reason of the Government's failure to allot additional funds
in amounts sufficient for the timely performance of this contract, the
Contractor incurs additional costs or is delayed in the performance of the
work under this contract, and if additional funds are allotted, an
equitable adjustment shall be made in the price or prices (including
appropriate target, billing, and ceiling prices where applicable) of the
items to be delivered, or in the time of delivery, or both.
(f) The Government may at any time before termination, and, with the consent of
the Contractor, after notice of termination, allot additional funds for this
contract.
(g) The provisions of this clause with respect to termination shall in no way
be deemed to limit the rights of the Government under the default clause of
this contract. The provisions of this Limitation of Funds clause are limited to
the work on and allotment of funds for the items set forth in paragraph (a) of
this clause. This clause shall become inoperative upon the allotment of funds
for the total price of said work except for rights and obligations then
existing under this clause.
(h) Nothing in this clause shall affect the right of the Government to
terminate this contract pursuant to the Termination for Convenience of the
Government clause of this contract.
(End of clause)
H.3 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS (JSC
52.209-90) (SEPTEMBER 1988)
This contract incorporates Section K, Representations, Certifications, and
Other Statements of Offerors, as received from the contractor on 12/8/97, by
reference, with the same force and effect as if it were given in full text.
(End of clause)
H.4 CONTRACTOR REPRESENTATIVE(S)
To organize, schedule and manage the provision of the products and services
described in this SOW the Contractor shall provide a Program Manager and a
Mission Manager with duties and functions as described in the SPACEHAB Generic
Mission Integration & Operations Management Plan (DRL Line Item No. 9).
(End of clause)
H.5 PRICE PRESENTATION
The contractor represents and covenants that the price(s) charged in this
contract do not exceed prices charged to other prospective buyers/customers for
lease of hardware and related services covering the same time-frame.
(End of clause)
H-3
<PAGE> 57
H.6 REPORTS OF WORK AND DOCUMENTATION
The reporting requirements for this contract are contained in the DATA
Requirements Description (DRD), JSC Form 2341, and the Data Requirements List
(DRL), JSC Form 23232, found in Attachment J-I.
These reports shall be distributed by the contractor prepaid to the parties and
in the number of copies specified in block 9 of the DRL.
The contractor shall send a notification letter to the Contracting Officer's
Technical Representative for each report or document submitted under this
contract. The letter shall specify the contract number, DRD number, title, and
submission date.
Letters confirming documentation shall be addressed as shown below:
NASA Johnson Space Center
Attn: YA/Thomas M. McPherson
2101 NASA Road 1
Houston, TX 77028-3696
In addition to the requirements specified in the DRL, the contractor shall also
comply with all documentation requirements specified in NSTS 07700, Vol. XIV,
Space Shuttle Systems Payload Accommodations, and the Carrier Integration Plan,
NSTS TBD.
(End of clause)
H.7 AGREEMENT CONCERNING BUYBACK OF UNUSED MODULE CAPACITY
It is agreed that in cases where NASA cannot utilize the entire space which has
been leased for a particular flight, SPACEHAB will utilize reasonable efforts
to lease the unused space to commercial customers. In those cases where
SPACEHAB is successful in leasing the unused space, a downward equitable
adjustment will be made to this contract pursuant to the Changes clause.
(End of clause)
H.8 AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR UNIQUE INTEGRATION
HARDWARE AND SERVICES
The parties agree that no equitable adjustments will be made for design and
development of payload-to-rack or bulkhead integration hardware for
hard-mounted payloads previously flown in either Spacelab or SPACEHAB modules,
or in the Orbiter middeck.
The parties agree that equitable adjustments will be made for requirements for
the following hardware and services, to the extent they are required for
NASA-sponsored payloads:
a. SPACEHAB Universal Communications System (SHUCS)
b. Oceaneering SPACEHAB Refrigerator/Freezer (OSRF)
H-4
<PAGE> 58
c. Experiment-to-SPACEHAB rack integration hardware for new payloads with
non-standard interfaces and not previously flown in Spacelab or SPACEHAB
d. Experiment-to-Shuttle Orbiter middeck integration hardware for new
hard-mounted payloads with non-standard interfaces and not previously flown
in the middeck or on SPACEHAB bulkheads
e. Experiment teleoperations software development
f. New interface hardware for logistics items, to the extent that the new
hardware is in excess of the items in the Contractor's inventory developed
under contract NAS9-19250.
(End of Clause)
H.9 AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR MODULE
MALFUNCTION
The SPACEHAB/Space Shuttle Program (SSP) Carrier Integration Plan, with its
mission-specific addendum, shall identify the total resources required by the
SPACEHAB module to be flown on each mission and its experiment complement for
integrated SPACEHAB module mission operations. The contractor shall identify
in each contractor-provided experiment Interface Control Agreement (ICA) those
resources required by each NASA-sponsored experiment for its operations.
If (a) the Shuttle-provided resources actually available to the SPACEHAB module
area are as specified in the SPACEHAB/SSP Carrier Integration Plan, with its
mission-specific addendum; and (b) the contractor-provided resources actually
available to the Government-sponsored experiment(s) are less than specified in
the SPACEHAB module Experiment ICA; and ( c ) the reduction in experiment
resources is caused, in whole or in part, by a SPACEHAB module malfunction; and
(d) experiment operations have been materially and adversely affected thereby,
then a downward equitable adjustment will be made to this contract.
(End of clause)
H.10 AGREEMENT CONCERNING THIRD PARTY INDEMNIFICATION AND
CONTINGENT PROPERTY LIABILITY
The parties agree that the firm-fixed-price of the contract assumes a
unilateral contract modification by no later than 90 days prior to launch of
the first mission under the contract authorizing third party indemnification
and contingent liability for contractor property damage substantially in
conformance with that received under NASA contract NAS 9-19250 excepting any
SPACEHAB commercial payload liability.
(End of clause)
[END OF SECTION]
H-5
<PAGE> 59
PART II CONTRACT CLAUSES
SECTION I
CONTRACT CLAUSES
I.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE
NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ --- -----
<S> <C> <C>
52.203-3 APR 1984 GRATUITIES
52.203-5 APR 1984 COVENANT AGAINST CONTINGENT
FEES
52.203-6 JUL 1995 RESTRICTIONS ON SUBCONTRACTOR
SALES TO THE GOVERNMENT
52.203-7 JUL 1995 ANTI-KICKBACK PROCEDURES
52.203-8 JAN 1997 CANCELLATION, RESCISSION, AND
RECOVERY OF FUNDS FOR ILLEGAL
OR IMPROPER ACTIVITY
52.203-10 JAN 1997 PRICE OR FEE ADJUSTMENT FOR
ILLEGAL OR IMPROPER ACTIVITY
52.203-11 APR 1991 CERTIFICATION AND DISCLOSURE
REGARDING PAYMENTS TO
INFLUENCE CERTAIN FEDERAL
TRANSACTIONS
52.203-12 JUN 1997 LIMITATION ON PAYMENTS TO
INFLUENCE CERTAIN FEDERAL
TRANSACTIONS
52.204-4 JUN 1996 PRINTING/COPYING DOUBLE-SIDED
ON RECYCLED PAPER
52.209-6 JUL 1995 PROTECTING THE GOVERNMENT'S
INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED,
SUSPENDED, OR PROPOSED FOR
DEBARMENT
52.211-15 SEP 1990 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS
52.212-4 MAY 1997 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS
52.215-2 AUG 1996 AUDIT AND RECORDS NEGOTIATION
52.215-33 JAN 1986 ORDER OF PRECEDENCE
52.219-8 JUN 1997 UTILIZATION OF SMALL, SMALL DISADVANTAGED, AND
WOMEN-OWNED SMALL BUSINESS CONCERNS
52.219-14 DEC 1996 LIMITATIONS ON SUBCONTRACTING
52.222-3 AUG 1996 CONVICT LABOR
55.222-4 JUL 1995 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
OVERTIME COMPENSATION
</TABLE>
I-1
<PAGE> 60
<TABLE>
<S> <C> <C>
52.222-20 DEC 1996 WALSH-HEALY PUBLIC CONTRACTS ACT
52.222-26 APR 1984 EQUAL OPPORTUNITY
52.222-28 APR 1984 EQUAL OPPORTUNITY PREAWARD
CLEARANCE OF SUBCONTRACTS
52.222-35 APR 1984 AFFIRMATIVE ACTION FOR SPECIAL
DISABLED AND VIETNAM ERA VETERANS
52.222-36 APR 1984 AFFIRMATIVE ACTION FOR
HANDICAPPED WORKERS
52.222-37 JAN 1988 EMPLOYMENT REPORTS ON SPECIAL
DISABLED VETERANS AND VETERANS
OF THE VIETNAM ERA
52.223-2 APR 1984 CLEAN AIR AND WATER
52.223-3 JAN 1997 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA AND ALTERNATE
I (JUL 1995)
52.223-5 MAR 1997 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION
52.223-6 JAN 1997 DRUG-FREE WORKPLACE
52.223-14 OCT 1996 TOXIC CHEMICAL RELEASE REPORTING
52.225-3 JAN 1994 BUY AMERICAN ACT--SUPPLIES
52.225-10 APR 1984 DUTY FREE ENTRY
52.225-11 OCT 1996 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
52.227-1 JUL 1995 AUTHORIZATION AND CONSENT
52.227-2 AUG 1996 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
52.229-3 JAN 1991 FEDERAL, STATE , AND LOCAL TAXES
52.229-4 JAN 1991 FEDERAL, STATE AND LOCAL TAXES (NONCOMPETITIVE CONTRACT)
52.229-5 APR 1984 TAXES-CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO
52.232-1 APR 1984 PAYMENTS
52.232-11 APR 1984 EXTRAS
52.232-17 JUN 1996 INTEREST
52.232-18 APR 1984 AVAILABILITY OF FUNDS
52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS
52.232-25 JUN 1997 PROMPT PAYMENT
52.232-33 AUG 1996 MANDATORY INFORMATION FOR
ELECTRONIC FUNDS TRANSFER
PAYMENT
52.233-1 OCT 1995 DISPUTES
52.233-3 AUG 1996 PROTEST AFTER AWARD
52.242-13 JUL 1995 BANKRUPTCY
52.243-1 AUG 1987 CHANGES--FIXED-PRICE
(ALTERNATE II) (APR 1984)
52.243-6 APP 1984 CHANGE ORDER ACCOUNTING
</TABLE>
I-2
<PAGE> 61
<TABLE>
<S> <C> <C>
52.244-1 FEB 1995 SUBCONTRACTS (FIXED-PRICE CONTRACTS)
52.245-2 DEC 1989 GOVERNMENT PROPERTY (FIXED-PRICED CONTRACTS) (ALTERNATE I) (APR 1984)
52.246-25 FEB 1997 LIMITATION OF LIABILITY--SERVICES
52.248-1 MAR 1989 VALUE ENGINEERING
52.249-2 SEP 1996 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)
52.249-8 APR 1984 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)
52.253-1 JAN 1991 COMPUTER GENERATED FORMS
</TABLE>
II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)
<TABLE>
<CAPTION>
CLAUSE
NUMBER DATE TITLE
------ ---- ------
<S> <C> <C>
1852.219-74 SEP 1990 USE OF RURAL AREA SMALL
BUSINESSES
1852.219-76 JUL 1991 NASA SMALL DISADVANTAGED BUSINESS SUBCONTRACTING GOAL
1852.223-74 MAR 1996 DRUG AND ALCOHOL-FREE WORKFORCE
1852.228-75 OCT 1988 MINIMUM INSURANCE COVERAGE
1852.237-70 DEC 1988 EMERGENCY EVACUATION PROCEDURES
</TABLE>
I.2 APPROVAL OF CONTRACT (52.204-1)(DEC 1989)
This contract is subject to the written approval of the Procurement Officer,
Johnson Space Center and shall not be binding until so approved.
(End of clause)
I.3 RIGHTS IN DATA--GENERAL (52.227-14) (JUN 1987) ALTERNATE II (JUN 1987)
AS MODIFIED BY RIGHTS IN DATA--GENERAL (NASA 1852.227-14)
(a) Definitions. "Computer software," as used in this clause, means computer
programs, computer data bases, and documentation thereof.
"Data," as used in this clause, means recorded information, regardless of
form or the media on which it may be recorded. The term includes technical data
and computer software. The term does not include information incidental to
contract administration, such as financial, administrative, cost or pricing, or
management information.
"Form, fit, and function data," as used in this clause, means data relating
to items, components, or processes that are sufficient to enable physical and
functional interchangeability, as well as data identifying source, size,
configuration, mating, and attachment characteristics, functional
characteristics, and performance requirements; except that for computer
software it means data identifying source, functional characteristics, and
performance requirements but
I-3
<PAGE> 62
specifically excludes the source code, algorithm, process, formulae, and flow
charts of the software.
"Limited rights," as used in this clause, means the rights of the Government
in limited rights data as set forth in the Limited Rights Notice of
subparagraph (g)(2) if included in this clause.
"Limited rights data," as used in this clause, means data (other than
computer software) that embody trade secrets or are commercial or financial and
confidential or privileged, to the extent that such data pertain to items,
components, or processes developed at private expense, including minor
modifications thereof.
"Restricted computer software," as used in this clause, means computer
software developed at private expense and that is a trade secret; is commercial
or financial and is confidential or privileged; or is published copyrighted
computer software; including minor modifications of such computer software.
"Restricted rights," as used in this clause, means the rights of the
Government in restricted computer software, as set forth in a Restricted Rights
Notice of subparagraph (g)(3) if included in this clause, or as otherwise may
be provided in a collateral agreement incorporated in and made part of this
contract, including minor modifications of such computer software.
"Technical data," as used in this clause, means data (other than computer
software) which are of a scientific or technical nature.
"Unlimited rights," as used in this clause, means the right of the
Government to use, disclose, reproduce, prepare derivative works, distribute
copies to the public, and perform publicly and display publicly, in any manner
and for any purpose, and to have or permit others to do so.
(b) Allocation of rights. (1) Except as provided in paragraph (c) of this
clause regarding copyright, the Government shall have unlimited rights in--
(i) Data first produced in the performance of this contract;
(ii) Form, fit, and function data delivered under this contract;
(iii) Data delivered under this contract (except for restricted
computer software) that constitute manuals or instructional and training
material for installation, operation, or routine maintenance and repair of
items, components, or processes delivered or furnished for use under this
contract; and
(iv) All other data delivered under this contract unless provided
otherwise for limited rights data or restricted computer software in
accordance with paragraph (g) of this clause.
(2) The Contractor shall have the right to--
(i) Use, release to others, reproduce, distribute, or publish any
data first produced or specifically used by the Contractor in the
performance of this contract, unless provided otherwise in paragraph
(d) of this clause;
(ii) Protect from unauthorized disclosure and use those data which
are limited rights data or restricted computer software to the extent
provided in paragraph (g) of this clause;
I-4
<PAGE> 63
(iii) Substantiate use of, add or correct limited rights,
restricted rights, or copyright notices and to take other appropriate
action, in accordance with paragraphs (e) and (f) of this clause; and
(iv) Establish claim to copyright subsisting in data first produced
in the performance of this contract to the extent provided in
subparagraph (c)(1) of this clause.
(c) Copyright. (1) Data first produced in the performance of this contract.
Unless provided otherwise in paragraph (d) of this clause, the Contractor may
establish, without prior approval of the Contracting Officer, claim to
copyright subsisting in scientific and technical articles based on or
containing data first produced in the performance of this contract and
published in academic, technical or professional journals, symposia proceedings
or similar works. The prior, express written permission of the Contracting
Officer is required to establish claim to copyright subsisting in all other
data first produced in the performance of this contract. When claim to
copyright is made, the Contractor shall affix the applicable copyright notices
of 17 U.S.C. 401 or 402 and acknowledgment of Government sponsorship (including
contract number) to the data when such data are delivered to the Government, as
well as when the data are published or deposited for registration as a
published work in the U.S. Copyright Office. For data other than computer
software the Contractor grants to the Government, and others acting on its
behalf, a paid-up, nonexclusive, irrevocable worldwide license in such
copyrighted data to reproduce, prepare derivative works, distribute copies to
the public, and perform publicly and display publicly, by or on behalf of the
Government. For computer software, the Contractor grants to the Government and
others acting in its behalf, a paid-up nonexclusive, irrevocable worldwide
license in such copyrighted computer software to reproduce, prepare derivative
works, and perform publicly and display publicly by or on behalf of the
Government.
(2) Data not first produced in the performance of this contract. The
Contractor shall not, without prior written permission of the Contracting
Officer, incorporate in data delivered under this contract any data not
first produced in the performance of this contract and which contains the
copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies
such data and grants to the Government, or acquires on its behalf, a
license of the same scope as set forth in subparagraph (c)(1) of this
clause; provided, however, that if such data are computer software the
Government shall acquire a copyright license as set forth in subparagraph
(g)(3) of this clause if included in this contract or as otherwise may be
provided in a collateral agreement incorporated in or made part of this
contract.
(3) Removal of copyright notices. The Government agrees not to remove
any copyright notices placed on data pursuant to this paragraph (c), and to
include such notices on all reproductions of the data.
(d) Release, publication and use of data. (1) The Contractor shall have the
right to use, release to others, reproduce, distribute, or publish any data
first produced or specifically used by the Contractor in the performance of
this contract, except to the extent such data may be subject to the Federal
export control or national security laws or regulations, or unless otherwise
provided in this paragraph of this clause or expressly set forth in this
contract.
(2) The Contractor agrees that to the extent it receives or is given
access to data necessary for the performance of this contract which contain
restrictive markings, the Contractor shall treat the data in accordance
with such markings unless otherwise specifically authorized in writing by
the Contracting Officer.
(3)(i) The Contractor agrees not to establish claim to copyright,
publish or release to others any computer software first produced in the
performance of this contract without the Contracting Officer's prior
written permission.
I-5
<PAGE> 64
(ii) If the Government desires to obtain copyright in computer
software first produced in the performance of this contract and
permission has not been granted as set forth in paragraph (d)(3)(i) of
this clause, the Contracting Officer may direct the contractor to
assert, or authorize the assertion of, claim to copyright in such data
and to assign, or obtain the assignment of, such copyright to the
Government or its designated assignee.
(iii) Whenever the word "establish" is used in this clause, with
reference to a claim to copyright, it shall be construed to mean
"assert."
(e) Unauthorized marking of data. (1) Notwithstanding any other provisions
of this contract concerning inspection or acceptance, if any data delivered
under this contract are marked with the notices specified in subparagraph (g)(2)
or (g)(3) of this clause and use of such is not authorized by this clause, or if
such data bears any other restrictive or limiting markings not authorized by
this contract, the Contracting Officer may at any time either return the data to
the Contractor, or cancel or ignore the markings. However, the following
procedures shall apply prior to canceling or ignoring the markings.
(i) The Contracting Officer shall make written inquiry to the
Contractor affording the Contractor 30 days from receipt of the
inquiry to provide written justification to substantiate the propriety
of the markings;
(ii) If the Contractor fails to respond or fails to provide written
justification to substantiate the propriety of the markings within the
30-day period (or a longer time not exceeding 90 days approved in
writing by the Contracting Officer for good cause shown), the
Government shall have the right to cancel or ignore the markings at
any time after said period and the data will no longer be made subject
to any disclosure prohibitions.
(iii) If the Contractor provides written justification to
substantiate the propriety of the markings within the period set
in subdivision (e)(1)(i) of this clause, the Contracting Officer shall
consider such written justification and determine whether or not the
markings are to be canceled or ignored. If the Contracting Officer
determines that the markings are authorized, the Contractor shall be so
notified in writing. If the Contracting Officer determines, with
concurrence of the head of the contracting activity, that the markings
are not authorized, the Contracting Officer shall furnish the
Contractor a written determination, which determination shall become
the final agency decision regarding the appropriateness of the markings
unless the Contractor files suit in a court of competent jurisdiction
within 90 days of receipt of the Contracting Officer's decision. The
Government shall continue to abide by the markings under this
subdivision (e)(1)(iii) until final resolution of the matter either by
the Contracting Officer's determination becoming final (in which
instance the Government shall thereafter have the right to cancel or
ignore the markings at any time and the data will no longer be made
subject to any disclosure prohibitions), or by final disposition of the
matter by court decision if suit is filed.
(2) The time limits in the procedures set forth in subparagraph (e)(1)
of this clause may be modified in accordance with agency regulations
implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to
respond to a request thereunder.
(3) This paragraph (e) does not apply if this contract is for a major
system or for support of a major system by a civilian agency other than
NASA and the U.S. Coast Guard agency subject to the provisions of Title III
of the Federal Property and Administrative Services Act of 1949.
I-6
<PAGE> 65
(4) Except to the extent the Government's action occurs as the result
of final disposition of the matter by a court of competent jurisdiction,
the Contractor is not precluded by this paragraph (e) from bringing a claim
under the Contract Disputes Act, including pursuant to the Disputes clause
of this contract, as applicable, that may arise as the result of the
Government removing or ignoring authorized markings on data delivered under
this contract.
(f) Omitted or incorrect markings. (1) Data delivered to the Government
without either the limited rights or restricted rights notice as authorized by
paragraph (g) of this clause, or the copyright notice required by paragraph (c)
of this clause, shall be deemed to have been furnished with unlimited rights,
and the Government assumes no liability for the disclosure, use, or
reproduction of such data. However, to the extent the data has not been
disclosed without restriction outside the Government, the Contractor may
request, within 6 months (or a longer time approved by the Contracting Officer
for good cause shown) after delivery of such data, permission to have notices
placed on qualifying data at the Contractor's expense, and the Contracting
Officer may agree to do so if the Contractor--
(i) Identifies the data to which the omitted notice is to be
applied;
(ii) Demonstrates that the omission of the notice was inadvertent;
(iii) Establishes that the use of the proposed notice is
authorized; and
(iv) Acknowledges that the Government has no liability with respect
to the disclosure, use, or reproduction of any such data made prior to
the addition of the notice or resulting from the omission of the
notice.
(2) The Contracting Officer may also (i) permit correction at the
Contractor's expense of incorrect notices if the Contractor identifies the
data on which correction of the notice is to be made, and demonstrates that
the correct notice is authorized, or (ii) correct any incorrect notices.
(g) Protection of limited rights data and restricted computer software. (1)
When data other than that listed in subdivisions (b)(1)(i), (ii), and (iii) of
this clause are specified to be delivered under this contract and qualify as
either limited rights data or restricted computer software, if the Contractor
desires to continue protection of such data, the Contractor shall withhold such
data and not furnish them to the Government under this contract. As a condition
to this withholding, the Contractor shall identify the data being withheld and
furnish form, fit, and function data in lieu thereof. Limited rights data that
are formatted as a computer data base for delivery to the Government are to be
treated as limited rights data and not restricted computer software.
(2) Notwithstanding subparagraph (g)(1) of this clause, the contract
may identify and specify the delivery of limited rights data, or the
Contracting Officer may require by written request the delivery of limited
rights data that has been withheld or would otherwise be withholdable. If
delivery of such data is so required, the Contractor may affix the
following "Limited Rights Notice" to the data and the Government will
thereafter treat the data, subject to the provisions of paragraphs (e) and
(f) of this clause, in accordance with such Notice:
Limited Rights Notice (Jun 1987)
(a) These data are submitted with limited rights under Government
Contract No. NAS 9-97199. These data may be reproduced and used by the
Government with the express limitation that they will not, without written
permission of the Contractor, be used for purposes of manufacture nor disclosed
outside the Government; except that the Government may disclose
I-7
<PAGE> 66
these data outside the Government for the following purposes, if any; provided
that the Government makes such disclosure subject to prohibition against
further use and disclosure:
[None.]
(b) This Notice shall be marked on any reproduction of these data, in
whole or in part.
(End of notice)
(3) Reserved.
(h) Subcontracting. The Contractor has the responsibility to obtain from its
subcontractors all data and rights therein necessary to fulfill the
Contractor's obligations to the Government under this contract. If a
subcontractor refuses to accept terms affording the Government such rights, the
Contractor shall promptly bring such refusal to the attention of the
Contracting Officer and not proceed with subcontract award without further
authorization.
(i) Relationship to patents. Nothing contained in this clause shall imply a
license to the Government under any patent or be construed as affecting the
scope of any license or other right otherwise granted to the Government.
(End of clause)
I.4 CLAUSES INCORPORATED BY REFERENCE (52.252-2) (JUN 1988)
This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.
(End of clause)
I.5 OMBUDSMAN (NASA 1852.215-84) (OCT 1995)
An ombudsman has been appointed to hear concerns from offerors, potential
offerors, and contractors during the preaward and postaward phases of this
acquisition. The purpose of the ombudsman is not to diminish the authority of
the Contracting Officer, the Source Evaluation Board, or the selection
official, but to communicate concerns, issues, disagreements, and
recommendations of interested parties to the appropriate Government personnel
and to work to resolve them. When requested, the ombudsman will maintain
strict confidentiality as to the source of the concern. The ombudsman does not
participate in the evaluation of proposals, the source selection process, or
the adjudication of formal contract disputes. Interested parties are invited
to call the installation ombudsman, Brian Duffy, at 281-483-6050. Concerns,
issues, disagreements, and recommendations which cannot be resolved at the
installation may be referred to the NASA ombudsman, Tom Luedtke at
202-358-2090.
(End of clause)
[END OF SECTION]
I-8
<PAGE> 67
SECTION J
LIST OF ATTACHMENTS
<TABLE>
<CAPTION>
No. of
Attachment Title Pages
- ---------- ----- -----
<S> <C> <C>
J-I DATA REQUIREMENTS LIST 4
J-II DATA REQUIREMENTS DESCRIPTIONS 23
J-III CONTRACTOR'S SAFETY AND HEALTH PLAN TBD
J-IV GOVERNMENT FURNISHED EQUIPMENT LIST 3
J-V CONTRACTOR'S QUALITY PLAN TBD
</TABLE>
J-1
<PAGE> 68
JSC DATA REQUIREMENTS LIST (DRL)
(Based on JSC-STD-123) Page 1 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
a. Title of Contract, Project, SOW, etc. b. Contract/RFP No. c. DRL Date/Mod Date
Spacehab General Research/Logistics Missions NAS9-97199 10/8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Line item no. 2. DRD Title 3. Frequency
1 Progress Reports MO
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
7/17 11/17/97 Repro 10
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [X] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
NASA-JSC/SPACEHAB Contracting Officer, Code BV2 (2 copies)
NASA-JSC/NASA Science Program Manager, Code SM3 (1 copy)
NASA-JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
Block 4: Input cutoff 7th, submitted 17th of each month
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
2 Mission Training Plan RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 7
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
96 only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
7 copies of each mission-specific submittal
*Block 5: 12/17/97 for STS-95, 1/12/98 for STS-96
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
3 SPACEHAB Systems Data Book RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 6
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 5: Originally submitted under Contract NAS 9-18371. Current
version dated 4/21/97.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
4 Systems Mission Performance Analysis RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 7
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
96 only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
7 copies of each mission-specific submittal
Block 5: One document per SPACEHAB flight, submitted at L-6 mo.,
and updated at L-1 week.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)
<PAGE> 69
JSC DATA REQUIREMENTS LIST (DRL)
(Based on JSC-STD-123) Page 2 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
a. Title of Contract, Project, SOW, etc. b. Contract/RFP No. c. DRL Date/Mod Date
Spacehab General Research/Logistics Missions NAS9-97199 10/8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Line item no. 2. DRD Title 3. Frequency
5 SPACEHAB Program Configuration Management Plan RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 6
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [X] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 5: Originally submitted under Contract NAS9-19250. Current
version dated 5/10/95.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
6 Payload Interface Control Agreements (ICA) RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 7
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
96 only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
7 copies of each mission-specific submittal
*Block 5: Complex payload ICD's at L-9 months. Simple payload ICD's at
L-4 months, SIA's and PTA's at L-3 months.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
7 SPACEHAB Safety Analyses & Hazard Analyses AR
Reports
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 9
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [x] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
JSC/Secretary, SSP Payload Safety Review Panel Code NS2 (2 copies)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Mgr., Code OC (1 copy) (STS-96)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 5: Submitted 45 days prior to each SSP phased Safety Review for
each mission.
Block 7: OPR for this item is the SSP Payload Safety Review Panel
Chairman.
- ------------------------------------------------------------------------------------------------------------------------------------
2. DRD Title 3. Frequency
8 Post-Flight Report OT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- Return + 30 days Print 7
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-
96 only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
7 copies of each mission-specific submittal
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)
<PAGE> 70
JSC DATA REQUIREMENTS LIST (DRL)
(Based on JSC-STD-123) Page 3 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
a. Title of Contract, Project, SOW, etc. b. Contract/RFP No. c. DRL Date/Mod Date
Spacehab General Research/Logistics Missions NAS9-97199 10/8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Line item no. 2. DRD Title 3. Frequency
9 SPACEHAB Mission Integration and Operations RT
Management Plan
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 8
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [x] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 5: Originally submitted under Contract NAS9-18371. Current
version dated 2/14/95.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
10 Experiment Flight Operations Procedures and *
Timelines
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print **
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
JSC/Flight Data File Manager (16 bond sets, to include 6 sets with tabs, for
crew, flight control team, and training instructors)
See attachment for additional distribution instructions
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
** Block 6b: Determined by POWG, but not to exceed 20
*Block 3,5: Submitted for each SPACEHAB mission in accordance with
SSP Flight Data File publication standard and schedules.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
11 SA-1-1, Safety and Health Plan RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
CSD * Print
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [x] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
JSC/Contracting Oficer, Code MR2 (1 copy)
JSC/Health, Safety & Environmental Compliance Office, Code NA3 (1 copy)
JSC/Occupational Health Office, Code SD26 (1 copy)
JSC/Environmental Services Office, Code JJ12 (1 copy)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
5 copies
*Block 5: Plan must be approved before commencing hazardous
operations. Required signatures specified in DRD.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
12 SA-1-5, Mishap Notification, Investigation, and AR
Corrective Action Reports
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
AR AR Other
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
JSC/Contracting Officer, Code MR2 (1 copy)
JSC/Health, Safety & Environmental Compliance Office, Code NA3 (1 copy
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
3 copies
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)
<PAGE> 71
JSC DATA REQUIREMENTS LIST (DRL)
(Based on JSC-STD-123) Page 4 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
a. Title of Contract, Project, SOW, etc. b. Contract/RFP No. c. DRL Date/Mod Date
Spacehab General Research/Logistics Missions NAS9-97199 10/8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Line item no. 2. DRD Title 3. Frequency
13 SA-1-7, Material Safety Data RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
AD AD Print 3
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
JSC/SPACEHAB-Mir Contracting Officer, Code MR2 (1 copy)
JSC/Contracting Officer's Technical Representative, Code YA (1 copy)
JSC/SPACEHAB-Mir Program Analyst, Code SD26 (1 copy)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
3 copies
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
14 SPACEHAB Mission Requirements and Allocations RT
Document
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 7
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [x] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-96
only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
7 copies of each mission-specific submittal
*Block 5: Initially submitted for each SPACEHAB mission 30 days after
manifest baselined. Maintained current as required thereafter.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
15 SPACEHAB Experiment Interface Definition Document RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 8
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (1 copy)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 6: Originally submitted under Contract NAS 9-18371. Current
version dated 6/13/97.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
16 Product Assurance Plan RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 6
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
General Distribution (see attachment)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
*Block 5: Originally submitted under Contract NAS9-18371.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)
<PAGE> 72
JSC DATA REQUIREMENTS LIST (DRL)
(Based on JSC-STD-123) Page 5 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
a. Title of Contract, Project, SOW, etc. b. Contract/RFP No. c. DRL Date/Mod Date
Spacehab General Research/Logistics Missions NAS9-97199 10/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Line item no. 2. DRD Title 3. Frequency
17 Mission Support Handbook RT
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
--- * Print 31
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] [x] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed
General Distribution (see attachment), plus
JSC/NASA Science Program Manager, Code SM3 (25 copies) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (25 copies) (STS-
96 only)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
31 copies of each mission-specific submittal
Block 5: One document per SPACEHAB mission, submitted at L-3
months, and updated at L-1 week.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
1. Line item no. 2. DRD Title 3. Frequency
- ------------------------------------------------------------------------------------------------------------------------------------
4. As-of-Date 5. 1st subm. date 6. Copies a. type b. number
- ------------------------------------------------------------------------------------------------------------------------------------
7. Data type: [ ] (1) Written approval [ ] (2) Mandatory Submittal [ ] (3) Submitted upon request
- ------------------------------------------------------------------------------------------------------------------------------------
8. Distribution (Continue on a blank sheet if needed)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
JSC Form 2323 (Rev May 91) (MS Word Aug 95)
<PAGE> 73
ATTACHMENT TO
JSC DATA REQUIREMENTS LIST (DRL)
JSC FORM 2323
CONTRACT NAS9-97199
SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS
DATE: 10/8/97
ITEM 8. DISTRIBUTION
All DRL Line Items, with the exception of DRL Line Item No. 10, have the
following General Distribution:
NASA HQ OSF, Code MO (2 copies)
NASA-JSC/Contracting Officer's Technical Representative, Code YA (2 copies)
NASA-JSC/SSP Customer Integration Office, Code MT2 (2 copies)
DRL Line Item No. 10 has the following distribution for Experiment Flight
Operations Procedures (Experiment Operations Checklists) as published for
SPACEHAB Flight Control Team use:
NASA HQ OSF, Code MO (2 copies)
NASA-JSC/Contracting Officer's Technical Representative, Code YA (2 copies)
NASA-JSC/SSP Customer Integration Office, Code MT2 (2 copies)
JSC/NASA Science Program Manager, Code SM3 (1 copy) (STS-95 only)
JSC/ISS Mission 2A.1 Launch Package Manager, Code OC (1 copy) (STS-96 only)
<PAGE> 74
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes
Progress Reports 10/10/97 1 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Defineneed for, intended use of, and/or anticipated results of data) To
provide the HQ OSF and JSC with visibility into overall contract performance.
Current Program status, and technical accomplishments are compared with planned
activities and SSP integration milestones. The report shall be keyed to
established JSC Contracting Officer's Technical Representative (COTR's) Program
Reviews and to Space Shuttle Program (SSP) payload reviews and will summarize
findings of those reviews, including assignment and status of Action Items.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [ ] Technical [x] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
This DRD defines the requirements for the Contractor's reporting of technical
progress, schedule, and areas of concern.
9.2 Format/Contents
a. The Contractor's format will be acceptable for the Design, Development,
Test & Engineering (DDT&E) section of the report. The Mission Integration
& Operations (I&O) section of the report shall be divided by mission,
showing each mission in process from payload complement baselining through
post-flight destow. Within each mission's I&O section the Contractor's
format will be acceptable.
b. Each report shall show work planned and accomplished (by key functional
area) and provide schedule status of the hardware DDT&E, and Payload and
Mission I&O efforts. Performance of the DDT&E task will be measured
against SSP flight schedules. Performance of the I&O task will be measured
against SSP payload integration schedule milestones for pending missions.
c. Each report will describe the technical status of the program, including
DDT&E and I&O progress and shall address actual and potential problems,
proposed recovery plans for technical problems, and a status of all actions
assigned during previous JSC COTR and SSP mission related reviews. Hard
copies of Action Items may be used in Progress Reports without reformatting.
d. The report shall contain a list of the current areas of concern that
require special attention from the COTR or the SSP Payload Integration
Manager (PIM), brief description of the potential problems, and recommended
actions. In addition, the report shall indicate disposition of previously
reported areas of concern and any open issues not resolved.
e. The report shall contain the summary results of Payload reviews conducted
by the Contractor, as well as SSP reviews supported by the Contractor, and
shall include the status of the Contractor's plans to complete actions on
all DDT&E, Safety, Payload-to SPACEHAB, and Space Shuttle-to-SPACEHAB
integration related items prior to flight.
10.0 Maintenance
None
1
<PAGE> 75
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Mission Training Plan (MTP) 10/10/97 2 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide the HQ OSF and JSC with a plan defining integrated training
requirements, locations, schedules and lesson descriptions for each SPACEHAB
mission.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
Mission Integration and Operations Management Plan - DRL
Line Item No. 9
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
The MTP shall address all training requirements for the Space Shuttle flight
crew, SPACEHAB Flight Control Team, and payload representatives
(as appropriate) for each SPACEHAB mission.
9.2 Format/Contents
The Contractor's format shall be acceptable.
The MTP shall define a series of lessons to meet the training objectives
defined in the Mission Integration and Operations Management Plan.
Training locations will be specified with the intent of selecting the most
logical and cost effective site for the training. Integrated training
schedules will be defined in the MTP and coordinated with the JSC Training
Manager to assure crew participation and facility availability.
The MTP shall include a list of lessons, and for each lesson the following
minimum data:
A. Lesson name and number
B. Lesson description
- Training objectives
- Training materials
- Type of lesson (briefing, workbook, hands-on, etc.)
- Lesson hours
- Required attendees
C. Training location
10.0 Maintenance
This document shall be maintained current for each mission until launch
2
<PAGE> 76
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Systems Data Book 9/2/97 3 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide the HQ OSF and JSC with an accurate, complete and comprehensive
source of operational data on the SPACEHAB systems. This data will be used for
development of procedures, operational limits, flight rules, flight reference
material, preflight mission design, and as a realtime data reference source.
The data shall be keyed to the operational limits as well as the system design
and qualified limits. This information shall be the main source of SPACEHAB
systems operational performance data.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
The data book will address all major SPACEHAB systems and subsystems for both
single and double modules that can be monitored directly or indirectly, and
for which either the ground or flight crew can take action to control. In
addition, any SPACEHAB unique integration hardware or systems or ancillary
hardware will also be addressed to the same level of detail.
9.2 Format/Contents
a. The systems data book shall follow the Shuttle Systems Data Book format to
the extent possible. Deviations to this format may be used if
alternate formats are more applicable for the SPACEHAB data requirements.
b. All system and subsystem operational data and limits shall be accompanied
by the appropriate supporting analysis or test data to justify the
information provided. Test data shall be the primary reference with
analysis as backup or when no test data is available.
c. All systems and subsystems operating limits must be specified as "warning
limits" ("take action limits") and system or subsystem "design
limits". In addition to the design limits, a description of the resulting
loss of system performance shall be provided. All limits listed in
the Systems Data Book shall be referenced to the SPACEHAB measurement
parameters that will be used to detect the limit deviations either on the
ground or by the flight crew.
10.0 Maintenance
This Contractor shall provide updates to the Systems Data Book based on
components added, deleted or modified, additonal testing as the program
matures, and actual flight performance data as it becomes available.
3
<PAGE> 77
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Systems Mission Performance 10/10/97 4 NAS9-97199
Analysis
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
The document shall contain the technical data necessary to provide HQ OSF and
JSC with an understanding of the engineering performance parameters of the
SPACEHAB module, the payloads, and the integrated SPACEHAB/payload cargo element
for each SPACEHAB mission.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
This DRD covers the mission specific SPACEHAB subsystems operating parameters
for all mission phases, based on the integrated SPACEHAB cargo
element mission requirements. There shall be a separate Mission Performance
Analysis for each mission flown.
9.2 Format/Contents
a. The Contractor's format will be acceptable.
b. The analyses shall parametrically describe how the SPACEHAB systems and
subsystems interface with and are compatible with the Space Shuttle
Orbiter systems.
c. The analyses shall parametrically describe how the SPACEHAB systems and
subsystems interface with the different payloads.
d. The analyses shall include engineering margins for successful SPACEHAB and
payload operations for all mission phases.
10.0 Maintenance
The Contractor shall keep this documentation current with the latest available
SPACEHAB systems and payload engineering analyses and flight data to
support two formal submittals; one at L-6 months and one at L-1 week.
4
<PAGE> 78
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Program Configuration 10/10//97 5 NAS9-97199
Management Plan
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
This document will be used to provide HQ OSF and JSC insight into the
Contractor's configuration management processes and systems to be used for this
contract.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
This configuration management system used by the Contractor shall cover the
SPACEHAB module hardware/software systems and the payload
hardware/software systems, as applicable, for both research and logistics
missions.
9.2 Format/Contents
a. The Contractor's format shall be acceptable.
b. The Contractor shall develop a plan for a SPACEHAB module and payload
hardware/software configuration management system, and describe how
the system will be utilized during the hardware Design, Development, Test &
Engineering (DDT&E), and Payload and Mission Integration &
Operations (I&O) phases of this contract. The Contractor shall establish
optimum interfaces between the Contractor and NASA for the transfer
of both hard copy and electronic (softcopy) data under configuration
management.
c. The plan shall take into account module and payload configuration
management processes for all phases of SPACEHAB research and logistics
missions, including missions to the International Space Station (ISS).
10.0 Maintenance
As required.
5
<PAGE> 79
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Payload Interface Control 10/10/97 6 NAS9-97199
Agreements (ICA)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with an assessment of the requirements of individual
payloads and their compatibility with SPACEHAB or Orbiter middeck (if
applicable) interfaces on a specific SPACEHAB mission.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
SPACEHAB Experiment Interface Definition Document -
DRL Line Item No. 15
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
The payload ICA shall define, to the extent required by each specific payload,
the hardware interfaces and resource requirements, ground processing
requirements, safety and interface verification requirements, and operational
requirements of each payload on each SPACEHAB mission. Payloads assigned
to the Contractor may be located in the SPACEHAB module or Orbiter middeck, as
dictated by unique payload requirements.
9.2 Format/Contents
Depending on the complexity of the payload and its interfaces three types of
ICA shall be available:
1. INTERFACE CONTROL DOCUMENT (ICD)
Active payloads which require crew operation, or require resources such as
power, cooling, command and data, etc., shall utilize ICD's. Each
payload-specific ICD shall be compatible with the SPACEHAB Experiment IDD in
content. Once baselined, each ICD shall be under configuration control.
Approved payload-specific ICD's shall be published in hard copy and available
in an electronic format (softcopy) that is compatible with personal
computers. All figures are not required to be imbedded in the softcopy ICD's,
but must be available for delivery if requested.
2. STOWAGE INTERFACE AGREEMENT (SIA)
Passive payloads with ground handling constraints and/or verification
requirements shall utilize SIA's. Each payload-specific SIA shall follow the
format of the SPACEHAB Experiment IDD. Once baselined, each SIA shall be
under configuration control. Approved payload-specific SIA's shall be published
in hard copy and available in an electronic format (softcopy) that is
compatible with personal computers. Figures (if any) are not required to be
imbedded in the softcopy SIA's, but must be available for delivery if requested.
3. PAYLOAD TRANSFER AGREEMENT (PTA)
Passive payloads with only stowage requirements shall utilize PTA's. Once
baselined, each PTA shall be under configuration control. Approved
payload-specific PTA's shall be published in hard copy and available in an
electronic format (softcopy) that is compatible with personal computers.
Figures (if any) are not required to be imbedded in the softcopy PTA's, but
must be available for delivery if requested.
10.0 Maintenance
Payload-specific ICA's shall be maintained throughout the mission preparation
period and flight as complete, updated ICA's.
6
<PAGE> 80
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Safety Analyses and 9/2/97 7 NAS9-97199
Hazard Analyses Reports
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
The reports provide HQ OSF, JSC and KSC the flight and ground safety assessment
of the integrated SPACEHAB cargo element, including the SPACEHAB module,
ancillary equipment and manifested payloads, for each mission.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1, 9.2 Scope/Format/Content
The reports provide the flight and ground safety assessment of the integrated
SPACEHAB cargo element, including the SPACEHAB module, ancillary
equipment and manifested payloads, for each mission. It will be used by the
SSP safety organizations to: (1) identify system design hazards, (2)
assess the risk associated with the design, (3) establish design compliance
with the SSP failure tolerance requirements, (4) define hazard controls,
and (5) identify the data required for verification of hazard controls.
These reports shall be submitted to the appropriate SSP safety organization
(NASA-JSC for flight safety, NASA-KSC for ground safety) in support of
the multi-phased flight and ground safety review and safety certification
process, and must comply in scope, format, and content with the current
issue of:
(1) NSTS 1700.7B: Safety Policy and Requirements for Payloads using the Space
Transportation System (STS)
(2) 45 SPW HB S-100/KHB 1700.7: Space Transportation System Payload Ground
Safety Handbook
(3) NSTS 13830: Implementation Procedure for STS Payloads System Safety
Requirements
10.0 Maintenance
The reports shall be updated to reflect changes resulting from previous SSP
safety reviews, safety policy revisions or interpretation letters, and
any changes to SPACEHAB or payload systems which affect flight safety.
*
7
<PAGE> 81
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Post-Mission Report 10/10/97 8 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with a report at the module and payload level of
hardware/software performance, anomalies, malfunctions and lessons learned.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>
9.1 Scope
This report shall provide a comprehensive post-flight summary of the
performance of the module and each payload.
9.2 Format/Content
The Contractor's shall structure the report by user (i.e., NASA-sponsored
payloads, commercial payloads, etc.) and by payload, with a general section for
the module and systems. Within these sections the Contractor's format is
acceptable.
For each payload and (as applicable) the module and its systems the report
shall address the following:
1. Define the mission objectives and the extent to which they were met.
2. Identify problems, anomalies and malfunctions over the course of the
mission and their impact on the payload and the overall mission.
3. Provide suggested recommended corrective actions, if one is known.
4. Assess the adequacy of training, both for flight and ground personnel
5. Identify lessons learned
10.0 Maintenance
None required.
8
<PAGE> 82
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Mission Integration 10/10/97 9 NAS9-97199
and Operations Management Plan
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To define the various operations and processes, product delivery templates, and
organizational interfaces necessary for the Contractor to implement the
Integration and Operations (I&O) activities for SPACEHAB missions.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
This DRD covers the end-to-end array of principal functions carried out by the
Contractor in the performance of contract I&O responsibilities, including:
- - Payload manifesting and integration support
- - Space Shuttle Program mission integration support
- - Payload flight operations documentation preparation
- - SPACEHAB module systems and payload operations training
- - Ground facility utilization
- - Data management
- - Simulations and mission operations support
9.2 Format/Contents
The document shall contain integrated text and graphics as required to
describe/illustrate the various aspects of services provided, including
process descriptions, schedule flows, facility and tool illustrations,
organizational hierarchies, etc. The following information should be
included under the corresponding principal function material:
- - Payload Manifesting and Integration Support
Presents a functional breakdown and description of how the Contractor works
with the SSP Customer Integration Office, the COTR, and payload
developers to identify candidate experiments, collect and document pertinent
technical and operational data, establish mission manifests,
represent payload interests to the SSP during all phases of mission
preparation and execution, and physically integrate payloads into and out
of the pressurized volume of either the SPACEHAB module or Orbiter middeck
(if required).
- - Space Shuttle Program Mission Integration Support
Presents a functional breakdown and description of how the Contractor
interfaces with the Space Shuttle Program Office to ensure the timely
provision of data required to enable integration of the SPACEHAB cargo element
into the Space Shuttle, to support the associated development of
SSP mission integration documentation, and to participate in the necessary SSP
pre-mission status and flight readiness reviews.
9
<PAGE> 83
Mission Integration and Operations Management Plan (continued)
- - Payload Flight Operations Documentation Preparation
Presents a functional breakdown and description of how the Contractor
manages the preparation of flight procedures for the various payloads
flown in the SPACEHAB module or Orbiter middeck (if applicable). This
includes Contractor procedures development, control, validation, and
publication. Key milestones for periodic interface with the NASA Crew
Procedures Control Board are identified.
- - SPACEHAB Module Systems and Payload Operations Training
Presents a functional breakdown and description of how the Contractor
manages the SPACEHAB module systems and payload systems training for the
various NASA flight crews, console operators, simulator instructors, and
ground support personnel. This includes the approach to (1) development
of training plans, study materials, and hardware/software aids: (2)
development of training requirements and schedules; and (3) development
and utilization of training mockups and high fidelity trainers.
- - Ground Facility Utilization
Presents a functional breakdown and description of the Contractor's
approach to the utilization of (or support to the NASA utilization of)
major Government and contractor facilities during the preparation,
execution, and postflight phases of SPACEHAB mission operations. These
facilities include the Contractor's SPACEHAB Payload Processing Facility;
the KSC SSPF, OPF, CCRF, and launch pad complex; the JSC Payload
Operations Control Center (POCC) and Customer Support Room; and the
KSC/DFRC nominal end-of-mission landing site facilities. Plans for
support of remote payload POCC's (if required), early return to KSC/DFRC,
other alternate or abort landing sites and their facilities should also be
included as required.
- - Data Management
Presents a functional breakdown and description of how the Contractor
manages SPACEHAB module and payload science and technology data. This
includes the approach to development of module and payload data
requirements (including requirements for data processing, storage, and
distribution), coordination of the method(s) by which this data is
integrated into the standard Space Shuttle Program communication and data
services, establishment of interfaces with NASA and non-NASA components of
the air-to-ground communications network, coordination of the Contractor's
data management plan with NASA, and provision of all associated equipment
and services which are in addition to those normally provided as GFE.
- - Simulations and Mission Operations Support
Presents a functional breakdown and description of how the Contractor will
manage SPACEHAB and payload systems support within the JSC POCC and
Customer Support Room facilities during all Joint Integrated Simulations
as well as during real-time mission operations. Customer utilization of
remote payload POCC's and their interfaces with the SPACEHAB POCC at JSC
shall be addressed.
10.0 Maintenance
The Contractor will keep this document current with established processes,
schedules, and interfaces throughout the contract period.
10
<PAGE> 84
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Experiment Flight Operations 10/10/97 10 NAS9-97199
Procedures and Timelines
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide the flight crew and NASA flight control team with payload operating
procedures, maintenance and servicing procedures, malfunction procedures, and
timelines. These products will ultimately be used by NASA as flight documents
and provided to the appropriate flight crew and ground support personnel.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
Mission Integration and Operations Management Plan - DRL
Line Item No. 9
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
These procedures and timelines shall address all payload-unique procedures and
sequences. The actual production of the flight documents will
be based on the joint agreements between the Contractor and NASA identified in
the Mission Integration and Operations Management Plan.
9.2 Format/Contents
a. The format for all procedures, timelines, and reference documentation shall
meet the standards specified in the Crew Procedures Management
Plan (JSC-08969) and appropriate appendices, as modified by a NASA/SPACEHAB
Memorandum of Agreement dated April, 1995.
b. The procedures shall address the nominal and off-nominal operations of all
experiments, exclusive of any procedures that have integrated
requirements with the Orbiter. The procedures shall be delivered in
documents/formats compatible with the Flight Data File structure for each
particular SPACEHAB flight.
c. The timelines shall address the operational sequences of the various
payloads, exclusive of any integrated operations with the Orbiter. All
payload timelines are subject to the NASA-generated mission Flight Plan.
10.0 Maintenance
All procedures, timelines, and reference documents will be maintained to
support the integration schedule and training requirements as
specified for each mission.
11
<PAGE> 85
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SA-1-1, Safety and Health Plan 3/6/95 - replaces 11
2/6/95 version
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
***This DRD is controlled by the JSC Safety, Reliability, and Quality Assurance
Office in accordance with JMI 2314.1, *JSC Data Requirements Descriptions*, as
revised
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [ ] Technical [ ] Administrative [x] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised); JHB 1700.1 See block 8. Below
(as revised)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
8. Preparation Information (Include complete instructions for document
preparation)
DRD SA-1-5, Mishap Notification, Investigation, and Corrective Action Reports
DRD SA 1-7, Material Safety Data
When preparing its safety and health plan, the offeror/contractor is expected
to determine whether the items below are applicable to its contract performance
and tailor its plan accordingly. This determination is to be made available to
the Government as part of this plan. It can be documented as a checklist or
outline, inserted directly in the body of the plan, or in any format developed
by the contractor that clearly conveys the determination.
1. Policy. A safety policy statement will be included in the plan.
2. Authority And Accountability. The plan will state that it will be
maintained as required to be consistent with applicable NASA requirements
and contractual direction as well as applicable Federal, state, and local
regualtions. The plan will include a statement from the project manager or
designed safety official indicating that the plan will be implemented as
approved and that the project manager will take personal responsibility for
its implemenation.
3. Management Structure. Clearly define line and staff responsibilities for
safety, health, and environmental protection. Identify any
other personnel or organization that provides safety services or exercises
any form of control or assurance in these areas. State the means
of communication and interface concerning related issues used by line,
staff, and others (such as documentation, concurrence requirements,
committee structure, sharing of the work site with NASA and other
contractors, or other special responsibilities and support.)
4. Safety Program Management. Identify all personnel assignments and basic
techniques to be applied to accomplish the safety program goals.
As a minimum, the following details shall be provided.
4.1 Assignment of specific safety roles and responsibilties to individuals by
title. The following information will be provided as minimum:
4.11 Designed Safety Official (or equivalent) - identify by title the official
(s) responsible for implementation of this plan and all formal
contacts with regulatory agencies and with NASA.
4.12 Safety Representative - identify by title the individual who will be
trained and certified in accordance with JMI 1710.4, "JSC Safety
Representatives," to be responsive to Center-wide safety, health,
environmental, and fire protection and goals, and who will participate in
meetings and other activities related to the JSC Safety and Health program.
12
<PAGE> 86
4.1.3 Company Physician - to facilitate communication of medical data to
contractor management, the contractor shall identify a point of contact (such
as the company physician) by name address, and telephone number to the JSC
Clinic, mail code SD22. Prompt notification to the JSC Clinic shall be given
of any changes that occur in the identity of the point of contact.
4.2 Identification of methods to assure that written procedures are developed
for all hazardous operations, including testing, maintenance, repairs, and
handling of hazardous materials and hazardous waste. Procedures will be
developed in a format suitable for use as safety documentation (such as a
safety manual).
4.3 Identification of methods to assure that the relevant hazardous
situations and proper controls are identified in documentation such as
inspection procedures, test procedures, etc., and other related
information.
4.4 Describe the contractor's training program including identification or
responsibility for training employees to assure understanding of safe work
practices, hazard recognition, and appropriate responses including
protective and/or emergency countermeasures. Address management
techniques used to identity and utilize JSC training resources (such as
asbestos worker training/certification, hazard communication, etc.) as
appropriate with particular emphasis on programs designed for the
multi-employer work environment on NASA property.
4.5 Assignments, procedures, and frequency for regular inspection and
evaluation of work areas for hazards and accountability for implementation
of corrective measures. The contractor has the option, in lieu of this
detail, to identify policies and procedures with the stipulation that the
results (including findings) of inspections conducted on NASA property or
involving Government furnished property will be documented in contractor
self evaluations, risk evaluations, or the monthly Accident/Incident
Summary reports.)
4.6 Identification of methods to assure the reporting and investigation of
mishaps and close calls and corrective actions implemented to prevent
recurrence. Discuss use of NASA Form 1627 and alternate forms used by
contractor with emphasis on timely notification of NASA; investigation
procedures; exercise of jurisdiction over a mishap investigation involving
NASA and other contractor personnel; follow up of corrective actions;
communication of lessons learned to NASA; and solutions to minimize
duplications in reporting and documentation including use of alternate
forms, etc. Discuss immediate notification requirements for fires,
hazardous materials releases, and other emergencies.
4.7 Establishment of administrative procedures and responsibilities for
emergency preparedness plans and procedures.
4.8 Participation in the review, updating, and modifications of safety
requirements identified in this plan including any referenced documents
therein. This review activity will be implemented at the direction of the
NASA Contracting Officer's Technical Representative in accordance with
established NASA directives and procedures.
4.9 Management techniques and criteria used to determine the need for safety
engineering tasks and the methods for identification and control of
hazards associated with work performed. All safety engineering products
which address operations, equipment, etc., on NASA property will b subject
to JSC SR&QA review and concurrence in accordance with DRD SA-1-8 unless
otherwise specified in the approve safety and health plan.
4.10 Assignment of responsibility for maintaining facilities baseline
documentation in accordance with JSC Management Instruction (JMI)8830.1,
"Facilities Baseline Documentation." The contractor will implement any
facilitates baseline documentation tasks (including safety engineering) as
provided in the contractor's Safety and Health Plan approved by NASA or as
required by contractual or technical direction.
5. Procurement and Contract Safety. Identify procedures used to assure that
procurements are reviewed for safety considerations and that
specifications contain appropriate safety criteria and instructions. Set
forth authority and responsibility to assure that safety tasks are clearly
stated in subcontracts.
6. Hazardous Materials, Hazardous Items, and Hazardous Waste.
6.1 Hazardous Materials - Sate controls over procurement, storage, issuance,
and use of hazardous materials. State method by which compliance with
JSC's Hazard Communication Program (as defined in JHB 1700.1) and JMI
1710.9, "Control of Hazardous Materials," will be accomplished. Describe
method by which material safety data will be provided to JSC.
13
<PAGE> 87
6.2 Potentially Hazardous Items - Describe controls over procurement, storage,
issuance, and use of potentially hazardous items. Identify any
training/certification requirements as appropriate. State method by which
hazards associated with potentially hazardous items will be documented and
provided to JSC.
Potentially Hazardous Items are defined as " An end item, element, system,
subsystem, article, or component with the potential for exposure of personnel,
facilities, equipment, or the environment to hazards arising from performance
of work, use, handling, manufacturing, packaging, transportation, storage,
inspection, or diposal."
6.3 Hazardous Waste - Set forth controls over the generation, storage,
handling, and disposal of hazardous waste. Identify
training/certification requirements as appropriate.
7. Hazardous Operations. Establish methods for notification of personnel
when hazardous operations are to be performed in their facilities or when
hazardous conditions are found to exist during the course of this
contract. JHB 1700.1 will serve as a guide for defining, classifying, and
prioritizing hazardous operations. Develop and maintain a list of
hazardous operations to be performed during the life of this contract.
The list of hazardous operations will be provided to JSC as part of the
Safety Plan for review and approval. JSC and the Contractor will decide
jointly which operations are to be considered hazardous, with JSC as the
final authority. Before hazardous operations commence.
7.1 Hazardous Operations Procedures. Written hazardous operations procedures
will be developed and approved for all hazardous operations with
particular emphasis on identifying the job safety steps required. The
contractor may implement this requirement as follows:
7.1.a Identify contractor policies and procedures for management and
implementation of hazardous operations procedures together with a statement
that NASA will have access on request to any contractor data necessary to
verify implementation; or
7.1.b In lieu of contractor management and development of such procedures,
identify the method whereby the contractor will identify and submit such
procedures to the JSC Health, Safety, and Environmental Compliance Office for
review and approval.
7.2 Training and Certification. A training and certification program will be
developed and implemented for personnel involved in hazardous operations
such as confined space entry and lockout/tagout. Set forth procedures or
training and certification of personnel who will perform tasks which have
been determined to be hazardous by JSC or the contractor. Certifications
should include documentation that training requirements and physical
conditions have been satisfied by one or more of the following: physical
examination, testing, on-the-job performance, etc. All training materials
and training records will be provided for NASA review on request.
7.3 Hazardous Operations Permits. Identify facilities, operations and/or
tasks where hazardous operations permits will be required as specified in
JHB 1700.1. Set forth guidance to adhere to established NASA JSC
procedures. Clearly state the role of the safety group or function to
control such permits.
7.3.1 Operations Involving Potential Asbestos Exposures. Set forth method by
which compliance is assured with JSC Asbestos Control Program as
established in JHB 1700.1, as revised, and JHB 8800.1, "Asbestos Control
Manual," as revised.
7.3.2 Operations Involving Toxic Materials or Health Hazards. Set forth
method by which onsite work exposures related to potentially toxic or
health hazardous chemical or physical agents will be identified. Such
operations must be evaluated by the JSC Occupational Health Office and
must be property controlled as advised by same. JSC Occupational Health
Office must be notified prior to initiation of any new or modified
operation potentially hazardous to health.
7.3.3 Operations Involving Hazardous Waste. Identify procedures used to
manage hazardous waste from point of generation through disposal. Clearly
identify divisions of responsibility between contractor and NASA for
hazardous waste generated throughout the life of the contract. Operations
which occur on site at JSC or Ellington Field must be evaluated by the JSC
Environmental Services Office and must be properly controlled as advised
by same. JSC Environmental Services Office must be notified prior to
initiation of any new or modified operation potentially hazardous to
health.
14
<PAGE> 88
7.3.4 Operations Involving New or Modified Emissions/Discharges to the
Environment. Set forth methods for identifying new or modified
emissions/discharges and coordinating results with the Environmental
Services Office, mail code JJ12. Emphasis shall be placed on providing
for sufficient lead time for processing permits through the appropriate
state agency and/or the Environmental Protection Agency.
15
<PAGE> 89
8. Fire Prevention. Set forth administrative requirements and procedures for
control of and regularly scheduled inspections for fire and explosion hazards.
State compliance with JMI 1713.2, "JSC Fire Safety Program", as revised, and
JMI1713.3, "Building Fire Wardens", as revised.
9. Pollution Prevention. Set forth procedures to minimize or eliminate
environmental pollution. Address management of hazardous materials;
substitution or nonhazardous or less hazardous materials for hazardous
materials; proper segregation of hazardous wastes from nonhazardous
wastes; and other methods described by NASA (including but no limited to
the following: JMI 1710.9, JMI 8800.3, JMI 8800.4, and JMI 8837.1.)
10. Protective Equipment. Set forth procedures for obtaining, inspecting,
and maintaining protective equipment, as required, or reference written
procedure pertaining to this subject. Describe approach to training
personnel in the proper use and care of protective equipment. Set forth
methods for keeping records of such inspections and maintenance programs.
11. Risk Evaluation. The contractor shall state responsibility and
procedures to determine the significance, intrinsic worth, and critically
of the contractor operations in a manner that proper risk management
techniques can be applied and notable safety risk reported to the JSC
Health, Safety, and Environmental Compliance Office. The contractor will
discuss ranking the risk in a severity classification. Risk evaluation
tasks, managing the risks, and documenting the results will be discussed.
12. Self Evaluations and Reporting. Set forth responsibilities and methods
for internal adults and evaluations of the overall safety and health
program. Identify personnel who conduct the audit and evaluation, to whom
the report is made, and the frequency (at least annually) with which it is
performed. These evaluations shall include subcontracted tasks.
Government Furnished Data. JHB 1700.1, Safety Requirements Handbook for
Safety, Health, Environmental Protection, and Emergency Preparedness (formerly
JHB 1700.1, JSC Safety Manual), as revised (including all subsequent revisions
during the life of the contract).
Formal:
1. Cover page - to include signatures of Contractor's project and designated
safety official (if different); NASA COTR; and NA3/Health, Safety, and
Environmental Compliance Office. Other signatures may be required at the
discretion of the Government.
2. Table of Contents.
3. Body of plan as required (contractor's format acceptable).
Authority: FAR 52.223-3, NFS 18-52-223-72, 18-52.223-73, 18-52.223.73 (Alt 1);
JSCS 52.223.91
16
<PAGE> 90
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SA-1-5, Mishap Notification, 12
Investigation, and
Corrective Action Reports
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
Reports on contractor mishaps and close calls to prevent recurrence and to
manager potential liabilities.
***This DRD is controlled by the JSC Safety,
Reliability, and Quality Assurance Office in accordance with JMI 2314.1, *JSC
Data Requirements Descriptions", as revised
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [ ] Technical [ ] Administrative [x] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised), JHB 1700.1 SA-1-1; See also block 8. Below
(as revised)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>
The references for this DRD are as follows:
- - NHB 1700.1, Volume 1 (or V1)), "NASA Safety Policy and Requirements
Document", as revised.
- - NHB 1700.1 (Volume2), "NASA Guidelines for Mishap Investigation", as revised.
- - JHB 1700.1, "JSC Requirements Handbook for Safety, Health, Environmental
Protection, and Emergency Preparedness", as revised.
- - NMI8621.1, "Mishap Reporting and Investigating", as revised.
1. GENERAL: Mishap reporting, investigation and corrective action
requirements differ according to whether the specific mishap occurs on NASA
property. Mishaps occurring on third party property will be handled in the
same manner as those occurring on contractor property are found in
paragraph 4 below.
2. NASA Contractor MISHAP: Any unplanned occurrence, event, or anomaly
involving NASA contractor personnel, equipment, or facilities which are in
support of NASA operations and meet one of the mishap classifications as
defined below. Aircraft or space hardware mishaps meeting the mishap
criteria described below are included if the mishap is not classifed as a
mission failure. Test failures which result in unexpected or unanticipated
injury or damage are also included.
2.1. Mishaps are classified by NASA as follows:
2.1.a. Type A - A mishap causing death to personnel or damage to equipment or
property equal to or exceeding $1,000,000.
2.1.b. Type B - A mishap expected to result in permanent disability to one or
more persons, or resulting in hospitilization (for other than
observation) of five or more persons, or damage to equipment or property from
$250,000 to less than $1,000,000.
2.1.c. Type C - A mishap resulting in damage to equipment or Property form
$25,000 to less than $250,000 or causing and occupational injury or
illness which results in a lost-workday case.
2.1.d. Incident - A mishap consisting of less than Type C severity of injury
to personnel (excluding first aid cases) which do not result in any
lost-workdays and/or property damage equal to or greater than $1,000 but less
than $25,000.
2.2. Close Call - An occurrence in which there is no injury, no property
damage, and no interruption of productive work, but which possesses the
potential for mishaps which are type A or B, or type C property damage.
Close calls are NOT classified as mishaps, but are potentially significant
indicators or undesirable conditions in the work environment.
3. ONSITE MISHAPS OCCURING ON NASA PROPERTY:
17
<PAGE> 91
3.1 Immediate Notification and Reporting of Mishaps Occurring on NASA Property.
3.1.a. Telephonic Report. The contractor shall report by telephone within 24
hours to NA3/Health, Safety, and Environmental Compliance Office (34290 onsite,
713-483-4290 offsite) all mishaps which are type A or B bodily injury and/or
property damage, or type C property damage. This report will typically provide
the information outlined in the NASA Form 1627A, Telephonic Mishap Report.
3.1.b. 24-Hour Report. The contractor shall report by NASA Form 1627, NASA
Mishap Report, (latest revision, or an equivalent, alternative report form as
approved by NASA) within 24 hours to NA3/Health, Safety, and Environmental
Compliance Office all mishaps which are type A, B, or C, incidents and close
calls with the potential of being mishaps which are type A or bodily injury
and/or property damage. NASA Form 1627 can be obtained from JM86/JSC
Distribution.
3.1.c. Emergency Reporting. All onsite emergencies, such as fires, paramedical
assistance, etc., shall be reported immediately by telephone to the JSC
Emergency Dispatcher, extension 33333 prior to reporting to NA3/Health, Safety,
and Environmental Compliance Office.
3.2 Mishap investigation and Corrective Action for Mishaps Occurring on NASA
Property.
3.2.a. An initial investigation by NA3/Health, Safety, and Environmental
Compliance Office is required for all mishaps which are type A or B injury
and/or property damage, or type C property damage. The contractor has the
responsibility to perform collateral investigations. However, investigations
conducted by NASA will take priority with regard to access to evidence, data,
and witnesses. The proceedings of NASA investigations will remain
confidential. The contractor will have an opportunity to comment on the
investigation report in accordance with NASA prtocols.
3.2.b. All other mishaps, including lost time and medical treatment cases, will
be investigated by the contractor consistent with NASA policies and guidelines
set forth in JHB 1700.1, "JSC Requirements Handbook for Safety, Health,
Environmental Protection, and Emergency Preparedness", as revised, and NHB
1700.1 (Volume 2), "NASA Guidelines for Mishap Investigation."
3.2.b(1) Ten Day Report. After the contractor completes his investigation of
the mishap and, when appropriate, has developed a plan of corrective action,
the contractor shall complete the required blocks on NASA Form 1627 (or an
equivalent, alternative report form as approved by NASA) including all required
signatures. This completed NASA Form 1627 (called the TEN DAY REPORT) will be
submitted to NA3/Health, Safety, and Environmental Compliance Office for
concurrence within 10 working days of the mishap.
3.2.b(2) Should the contractor choose to convene a formal investigation
requiring more than 10 working days to perform its investigation, the
contractor will immediately notify NA3/Health, Safety, and Environmental
Compliance Office and request an extension of the ten-day requirement. The
extension if approved will be for a specified period of time and investigation
status reports will be provided to NA3/Health, Safety, and Environmental
Compliance Office upon request. A copy of the contractor's investigation
report will be forwarded to NA3/Health, Safety, and Environmental Compliance
Office for review along with the ten day report.
3.2.c. The contractor shall coordinate the implementation of the corrective
action plan with the NA3/Health, Safety, and Environmental Compliance Office.
This plan will include any verification activities required by the contractor
to ensure that corrective actions have been implemented satisfactorily.
18
<PAGE> 92
4. MISHAPS OCCURRING ON CONTRACTOR PROPERTY OR ON THIRD PARTY PROPERTY:
4.1. Immediate Notification and Reporting of Mishaps Occurring on Contractor
Property or Third Pary Property. For reporting to NASA those mishaps
occurring on their property or on third party property, contractors will
have the option to use either the NASA Forms specified below or
alternative reports forms utilized by the contractor provided these
alternative forms contain equivalent information required on the NASA Form
and reports will be made in accordance with NASA requirements. The use of
alternative report forms (such as Worker's Compensation forms, etc.) will
be implemented in accordance with the contractor's Safety and Health Plan
as approved by NASA.
4.1.a. Telephonic Report. The contractor shall report by telephone within 24
hours to NA3/Health, Safety, and Environmental Compliance Office (34290 on
site, 713-483-4290 offsite) all mishaps which are type A or B bodily injury
and/or damage to government property, type C damage to government property, and
incidents or close calls with the potential of being mishaps which are type A
or B bodily injury and/or damage to government property, or type C damage to
government property. This report will typically provide the information
outlined in the NASA Form 1627A, Telephonic Mishap Report.
4.1.b. 24-Hour Report. The contractor shall report by NASA Form 1627 can be
obtained from JM86/JSC Distribution.
4.2. Mishap Investigation and Corrective Action for Mishaps on Contractor
Property or Third Party Property.
4.2.a. An initial investigation by the contractor is required for all mishaps
which have been reported to NASA. NASA reserves discretionary authority to
investigate mishaps which involve NASA personnel or resources regardless of
location. The contractor has the discretion to perform any collateral
investigations. However, investigations implemented by NASA will take priority
with regard to access to evidence, data, and witnesses. The proceedings of
NASA investigations will remain confidential. The contractor will have an
opportunity to comment on the investigation report in accordance with NASA
protocols.
4.2.b. Contractor mishaps, including lost time and medical treatment cases,
will be investigated by the contractor consistent with NASA policies and
guidelines set forth in JHB 1700.1, "JSC Requirements Handbook for Safety,
Health, Environmental Protection, and Emergency Preparedness", as revised, and
NHB 1700.1 (Volume 2), "NASA Guidelines for Mishap Investigation."
4.2.b(1) Ten Day Report (or contractor final report). After the contractor
completes his investigation of the mishap and, when appropriate, has developed
a plan of corrective action, the contractor shall complete the required blocks
on NASA Form 1627 (or the alternative form used by the contractor) including
all required signatures. This completed report will be submitted to the
NA3/Health, Safety, and Environmental Compliance Office for information
(normally within 10 working days of the mishap).
4.2.b(2) Should the contractor choose to convene a formal investigation
requiring more than 10 working days to perform its investigation, the
contractor will immediately inform the NA3/Health, Safety and Environmental
Compliance Office and provide an estimated completion date for the
investigation. Investigation status reports will be provided to NA3/Health,
Safety, and Environmental Compliance Office upon request. A copy of the
contractor's investigation report will be forwarded to the NA3/Health, Safety,
and Environmental Compliance Office for information (normally within 10 working
days of the mishap).
4.2.c To ensure that NASA responsibilities are clearly identified, coordinated,
and implemented, the contractor shall coordinate any subsequent corrective
action plan with the NA3/Health, Safety, and Environmental Compliance Office
particularly when the mishap or corrective action involves NASA or third party
(other than the contractor's subcontractors and vendors) personnel, equipment,
or property, when the corrective actions involve flight (including
"flight-like") and/or government equipment or property, when the corrective
action is expected to exceed $25,000. This plan will include any verification
activities identified by the contractor to ensure that corrective actions to be
implemented by NASA or a third party will be accomplished.
5. FORMAT: As provided; NASA Form 1627A, Telephonic Mishap Report, (latest
revision) and NASA Form 1627, NASA Mishap Report (latest revision), or
equivalent, alternative form(s) in accordance with the contractor's Safety
and Health Plan as approved by NASA. NASA Form 1627 can be obtained from
JM86/JSC Distribution.
Authority. NFS 18-52.223-70, 18-52.223-73, 18-52.223-73 (Alt 1); JPI 52.223-92
19
<PAGE> 93
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SA-1-7, Material Safety Data 13
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
Data on safety and health characteristics of hazardous materials and potentially
hazardous items for employee information and awareness purposes
***This DRD is controlled by the JSC Safety, Reliability, and Quality Assurance
Office in accordance with JMI 2314.1, "JSC Data Requirements Descriptions", as
revised
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [ ] Technical [ ] Administrative [x] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
NHB 1700.1 (VI, as revised), JHB 1700.1 SA-1-1
(as revised)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
8. Preparation Information (Include complete instructions for document
preparation) The contractor shall prepare and/or deliver Material Safety Data
as documented and approved in the Safety Plan (DRD SA-1-1). This data is
required by the Occupational Safety and Health Administration (OSHA)
regulation, 29 CFR 1910.1200, "Hazard Communication", and Federal Standard 313
(or FED-STD-313), "Material Safety Data, Transportation Data and Disposal Data
for Hazardous Materials Furnished to Government Activities", as revised.
2. Information required:
2.a All information listed on OSHA Form 174, "Material Safety Data," as
superseded or revised by OSHA; or as specified in FED-STD-313; or
equivalent information.
2.b Location of hazardous material by building and room.
2.c Quantity hazardous material normally kept at locations identified in 2.b
above.
3. Format:
3.a Material Safety Data Sheets as specified by OSHA regulations (e.g., 29 CFR
1910.1200).
3.b Hazardous Materials Inventory Data as required by JSC 20204, "JSC Hazard
Communication Program", and JSC Management Directive (JSCMD) 1710.9,
"Control of Hazardous Materials," as revised.
4. Frequency and Point of Delivery for data:
4.a Material Safety Data Sheets: 1 copy to JSC Central Repository, Mail Code
SD23. Provide information on location and quantity as well.
4.b Hazardous Materials Inventory Data: Annually in accordance with JSC call
for inventory.
Authority. NFS 18-52.223-70, 18-52.223-73, 18-52.223-73 (Alt 1); JPI 52.223-92
20
<PAGE> 94
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Mission Requirements 10/10/97 14 NAS9-97199
and Allocations Document (MRAD)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To establish and control the allocation of resources and the technical
requirements for integration of the payload elements and their support hardware
with the SPACEHAB module and Orbiter middeck (if required), for each SPACEHAB
mission. Pertinent mission requirements for integrating the SPACEHAB cargo
element into the Space Shuttle Orbiter are also established by this document.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
Payload Interface Control Agreements (DRL Line Item No. 6)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>
9.1 Scope
This DRD defines the entire complement of science and/or logistics payloads to
be flown in the SPACEHAB module and Orbiter middeck (if required) for each
SPACEHAB mission. It defines the mission-unique technical integration
requirements for the SPACEHAB payloads and supporting hardware, regardless of
location in the pressurized volume. It also defines pertinent mission
requirements for integrating the SPACEHAB cargo element into the Space Shuttle
Orbiter.
9.2 Format/Contents
a. The contractor's format will be acceptable.
b. The report shall be in response to an initial set of NASA-sponsored and
commercial research and/or logistics payloads delivered to the
Contractor by NASA through the office of the COTR. The Contractor's
response (this MRAD) shall address specific technical and operational
issues pertaining to each proposed research or logistics payload and
contain recommendations for combining the proposed payloads into optimized
payload combinations and SPACEHAB internal configurations, based on the
priorities of the proposed payloads and overall resource allocations.
All assumptions used to generate the optimized payload combinations shall
be clearly stated. The initial MRAD for each mission shall document
the Contractor's participation in the formal payload initial baseline
manifesting process. MRAD's will be submitted to NASA approximately 30
days after receiving technical direction defining or revising the payload
complement issued by the COTR.
c. The design and performance requirements in the MRAD shall be maintained
at a level consistent with the "integrated" payload level intent.
Detailed payload design solutions and interface requirements shall not be
included in this DRD. Such data shall be contained in the respective
Interface Control Agreements (ICA's) according to the format established
in DRL Line Item No. 6.
d. The MRAD shall be the source of accurate data pertaining to the mission-
unique mass, volume and other resources allocated to each payload, and
its supporting hardware, assigned to the Contractor. The MRAD shall
give specific insight into the efficiencies of preflight planning for
payload chargeable hardware stowage and use, and shall be maintained
consistent with ICA requirements and module and payload systems mass
properties information.
21
<PAGE> 95
SPACEHAB Mission Requirements and Allocations Document (continued)
e. The following categories of requirements shall be included in this DRD:
- Mission physical configuration of the SPACEHAB
module, including ascent, on-orbit, and descent payload stowage
configurations
- Mass and volume allocations for each payload and its support
hardware
- Mission complement electrical power and energy; including a module
electrical plug-in plan for all mission phases (as applicable)
- Command and data requirements
- Experiment thermal/environmental control
- On-orbit vehicle dynamics and attitude requirements
- Crew utilization
- Ground operations support, including late access/early retrieval
- Flight operations support
- Mission-unique hardware and GFE (by payload)
- Optional service requirements (by payload)
10.0 Maintenance
The Contractor shall keep the MRAD current with the latest payload requirements
available and shall update the MRAD, in part or in total, as requirements are
updated. Payload mass and volume data, in particular, shall be maintained
accurate and current.
22
<PAGE> 96
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
SPACEHAB Experiment Interface 9/2/97 15 NAS9-97199
Definition Document (IDD)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and JSC with the capability to evaluate payload candidates
for compatibility with the payload-to-SPACEHAB module interfaces.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
Payload Interface Control Agreements- DRL Line Item No. 6
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>
9.1 Scope
The IDD shall define the generic payload-to-SPACEHAB module interfaces. It
shall be applicable to all classes of payloads flown on SPACEHAB missions.
9.2 Format/Content
a. The IDD shall be similar in format and content to the SPACEHAB Experiment
IDD, MDC 91W5023F, dated September 1996.
b. The IDD shall be under configuration control and available in both hard copy
and electronic formats for the convenience of payload developers.
10.0 Maintenance
The IDD shall be maintained current throughout the contract period. The soft
copy will be maintained as a complete IDD with figures either imbedded in the
text or provided separately. NASA shall be notified by letter, change notice
or document revision of any changes in the payload-to-SPACEHAB module interface
no later than the implementation date of the change.
23
<PAGE> 97
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Product Assurance Plan 10/10/97 16 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide HQ OSF and the NASA-JSC a description of the product assurance
program and activities pertaining to design and delivery of SPACEHAB hardware
for integration in the module for flight.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [ ] Technical [ ] Administrative [x] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
SPACEHAB Product Assurance Plan - MDC W5164A
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
</TABLE>
9.1 Scope
The objective of the product assurance program is to integrate the product
assurance functions to assure safety of personnel and to provide a highly
reliable payload carrier which conforms to applicable requirements.
9.2 Format/Content
a. The Contractor's format will be acceptable.
b. The contents of the reference SPACEHAB Product Assurance Plan describe the
process and procedures used to assure that design and workmanship problems
identified in the integration of the SPACEHAB module and its systems have
been documented and resolved before flight.
10.0 Maintenance
The Product Assurance Plan will be maintained to support the integration
schedule and requirements as specified for each mission.
24
<PAGE> 98
JSC DATA REQUIREMENTS DESCRIPTION (DRD)
(Based on JSC-STD-123)
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
1. DRD Title 2. Current Version 3. DRL Line RFP/Contract No. (Procurement
Date Item No. completes)
Mission Support Handbook 10/30/97 17 NAS9-97199
- --------------------------------------------------------------------------------------------------------------
</TABLE>
4. Use (Define need for, intended use of, and/or anticipated results of data)
To provide NASA, the Contractor's Flight Control Team (FCT), and the
investigator/payload developer community with a convenient, consistent, and
complete reference document suitable for use during each mission.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
5. DRD Category: (check one) [x] Technical [ ] Administrative [ ] SR&QA
- --------------------------------------------------------------------------------------------------------------
6. References (Optional) 7. Interrelationships (e.g., with other DRDs) (Optional)
Payload Interface Control Agreements (DRL Line Item No. 6)
MRAD (DRL Line Item No. 14)
- --------------------------------------------------------------------------------------------------------------
8. Preparation Information (Include complete instructions for document preparation)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9.1 Scope
The Mission Support Handbook shall be a summary of important and routinely
referenced information intended to assist the SSP and NASA payload management
organizations in understanding and managing payload and mission operations
during real-time flight operations. It is not required to be a configuration
controlled document and, although the information contained within is
generally taken from configuration controlled documents, does not take
precedence over any configuration controlled document.
9.2 Format/Contents
a. The contractor's format shall be acceptable. The Mission Support Handbook
shall include the following elements:
b. Index or Table of Contents.
c. A Console Shift Schedule of the SPACEHAB Flight Control Team, including
SSP, Contractor and payload personnel and positions. The Console Shift
Schedule should include the individual's name, shift designation, console
position and acronym. Additionally, key positions of the JSC Flight
Control Team (FCT) should be included. Key positions of the JSC FCT
include, but are not limited to, Flight Director, CAPCOM, Payload Officer,
Payload Systems, Payload Data, Flight Activities Officer, Timeliner,
Mission Evaluation Room (MER) Flight Crew Stowage and MER Payload Safety
Review Panel (PSRP) representative.
d. A Telephone Listing of mission support personnel including those listed on
the Console Shift Schedule, key SSP personnel, other key non-operations NASA
personnel, and payload personnel, such as official payload organization
point-of-contact's (POC's). The Telephone Listing should include, the
contact's name, function, organization, office phone and fax numbers, and
other numbers, such as beeper, cellular, hotel or home, if available. This
list should be kept current by the contractor and available at the POCC
during real-time flight operations.
e. Graphical layout of the POCC and CSR, with console positions labeled.
f. A brief description of the function of each SPACEHAB DVIS loop.
g. A prioritized listing of each payload's key operational objectives. The
operational objectives should be related to research objectives whenever
possible.
h. Any prioritized listing of payloads that appears in SSP documentation, such
as the Flight Requirements Document (FRD), Payload Requirements
Document (PRD) or Integration Plan (IP), and references either the SPACEHAB
module as a whole or it's individual payloads. Additionally, any prioritized
listings or other
25
<PAGE> 99
reference information intended for use by the contractor to manage resource
conflicts among SPACEHAB payloads should also be included.
i. A listing of payload acronyms, official payload titles, prime sponsoring
organizations, lead contractor points of contact (i.e., payload
coordinator), and prime and backup crewmembers assigned to the payloads.
j. A table listing each payload and any operational constraint or key resource
it may require. This is intended to be a qualitative listing that indicates
the presence of constraints/resources and not a quantitative listing.
k. A table listing the quantitative resources allocated to each payload, as
well as the total allocation of each resource for the entire complement and
the amount of remaining margin.
l. A table(s) listing late access, early retrieval and scrub turnaround
requirements for each payload.
m. A graphical representation of the stowage locations of each payload in
both the SPACEHAB module and Orbiter middeck.
n. A summary of the research payloads on-orbit activities. This payload-sorted
table will show if a given payload has on-orbit crew activities scheduled
for a given flight day and the timelined duration of the activities. Both
the source of data for this table and it's time and activity resolution
should be based on the daily summary timelines from the SSP mission flight
plan.
o. A Detailed Payload Summary shall be included for each payload. The payload
summary shall consist of an introduction to the payload and it's research
objective, a sketch(s) of the payload, a sketch of it's user interface and
description of the various controls available to the user, and an operational
summary.
10. Maintenance
This document shall not be maintained.
26
<PAGE> 100
SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS CONTRACT
CONTRACT NAS9-97199
<TABLE>
<CAPTION>
ITEM QUANTITY LOCATION NEED DATES NOTES
______________________________________________________________________________________________________
<S> <C> <C> <C> <C>
a. Atmospheric revitalization system ducts
and associated fittings 1 set NASA-KSC STS-95/-96/-107 1
b. Payload Active Cooling Kit (PACK)
fluid line extensions and unique Standard
Interface Panel (SIP) inserts 2 sets NASA-KSC STS-95/-96/-107 1,2
c. PACK fluid line heater system 2 NASA-KSC STS-95/-96/-107 1,2
d. Nonstandard cable kits for:
1. AC power 2 NASA-KSC STS-95/-96/-107 1,2
2. AUX de power 2 NASA-KSC STS-95/-96/-107 1,2
3. Aft Bus B de power 2 NASA-KSC STS-95/-96/-107 1,2
4. Multiplexer/Demultiplexer (MDM) 2 NASA-KSC STS-95/-96/-107 1,2
5. Closed Circuit Television (CCTV) Interface 1 NASA-KSC STS-95/-96/-107 1
6. SSP wiring for MSFC-provided
water line heaters 1 NASA-KSC STS-95/-96/-107 1
e. Unique cable kits for:
1. Caution and Warning Electronic
Assembly (CWEA) interfaces 2 NASA-KSC STS-95/-96/-107 1,3
2. C3A5 Payload Safing Panel interfaces 2 NASA-KSC STS-95/-96/-107 1,3
3. Master Timing Unit (MTU)
(1.024 Mhz clock signal) 2 NASA-KSC STS-95/-96/-107 1,3
4. Audio Central Control
Network (ACCN) interfaces 2 NASA-KSC STS-95/-96/-107 1,3
f. Standard Switch Panel (SSP) section
with switches for MSFC-provided
water line heaters 1 NASA-KSC STS-95/-96/-107 1
g. Flag, United States, P/N SED 33105175-301 2 SPPF STS-95/-96/-107 4
h. Spacelab Transfer Tunnel (STT)
Cylinder Segment with asociated
Multi-Layer Insulation (MLI) and
trunnion protective sleeves 1 NASA-KSC STS-96 5
j. STT Mir Tunnel Extension Segment
assembly with associated MLI 1 NASA-KSC STS-96 5,7
k. Internal Protective Ground Support
Equipment (GSE) for STT Cylinder and
Mir Extension segments 1 set each NASA-KSC STS-95 and STS-96 5
m. STT Flex Section, P/N 9002364-1 1 NASA-KSC STS-96/-107 5
1 SPPF STS-95/-96/-107
n. STT Flex Section Protective Rings 1 set NASA-KSC STS-96/-107 5
1 set SPPF STS-95/-96/-107
p. Spacelab GSE Attention Frame,
P/N C1612119 2 SPPF STS-95/-96/-107
q. STT Flex Section Drill Template 1 MDA-HSV STS-95
r. STT Flex Section Integration
GSE (common) 1 set SPPF STS-95
s. Spacelab Viewport, P/N 9004529-1 2-3 SPPF STS-95/-96/-107
t. MLI Cover for Spacelab Viewport
P/N 1063788 2-3 SPPF STS-95/-96/-107
</TABLE>
Attachment J-IV
Page 1
<PAGE> 101
SPACEHAB GENERAL RESEARCH/LOGISTICS MISSIONS CONTRACT
CONTRACT NAS9-97199
<TABLE>
<CAPTION>
ITEM QUANTITY LOCATION NEED DATES NOTES
______________________________________________________________________________________________________
<S> <C> <C> <C> <C>
u. MLI Washers for Spacelab Viewport,
P/N 1063792 34-51 SPPF STS-95/-96/-107
v. Payload Timing Buffer,
RI P/N MC456-0060-003 1 SPPF STS-95/-96/-107 8
w. Variable Frequency AC Power Supply,
Model 390-GRFT/M4312 1 SPPF STS-96 6,8
x. Module Vertical Access Kit (MVAK)
Double Spreader, P/N 9003858 1 SPPF STS-96 6,8
y. SPACEHAB Intelligent Familiarization
Trainer (SHIFT) Computer Workstations 2 NASA-JSC STS-95/-96/-107
z. Compaq Deskpro 386/20 Personal Computer
NASA Tag 164498, 861856 2 SPPF STS-96 9
aa. NEC Multisync Color Monitor,
JC 140IP3A. NASA Tag No. 163431 1 SPPF STS-96 9
bb. CTX Color Monitor, CVP-5468
NASA Tag No. 1043445 1 SPPF STS-96 9
cc. TI OmniLaser 2115 Printer.
NASA Tag No. 870119 1 SPPF STS-96 9
dd. Misc. Computer Equip. as follows: SPPF STS-96 9
1. Kensington Power Surge Unit 2
2. Data Spec switch boxm Mod. DS2504 1
3. Eurotech Keyboard - Cyrillic 2
4. Sejin Mouse, Mod. SWB-200 2
ee. David Clark Ultra Light-Weight
Headsets, Model 40271G-01 27 SPPF STS-95/-96/-107
ff. Mir Battery Transfer Bag,
P/N SDD46106504 2 SPPF STS-96 8
gg. Flight Crew on-orbit use items as may See Table TBD in the
be required to support individual payload SPACEHAB-General
requirements or Phase 1 Program Research/Logistics Mission
operational objectives Carrier Integration Plan
Addendum for each mission
</TABLE>
________________
NOTES:
1. Rockwell Inc. integration hardware scheduled by KSC to support mission
integration.
2. One flight unit, one spare.
3. One flight unit and one spare. Assumes no CITE testing required.
4. One used per mission.
5. Custody transferred to Spacehab Inc., but item remains at KSC or SPPF to
support tunnel flight processing.
6. Provided by KSC on a non-interference basis.
7. Need based on current Orbiter configurations.
8. Need based on manifested experiment requirements.
9. To support Russian specialists at SPPF. Require upgrade to Pentium.
Attachment J-IV
Page 2
<PAGE> 102
ATTACHMENT J-III
CONTRACTOR'S QUALITY PLAN
TO BE SUBMITTED BY CONTRACTOR
J-V-1
<PAGE> 1
EXHIBIT 10.3
Letter Contract No. SHB 1014
Modification No. 06
Date: December 19,1997
To: From:
The Boeing Company SPACEHAB, Inc.
689 Discovery Drive 1595 Spring Hill Road
Huntsville, Alabama 35806 Suite 360
Vienna, VA 22182
Attn: Doyle McBride
Senior Contracts Administrator
Dear Mr. McBride:
Letter Contract No. 1014 is hereby amended as follows:
Paragraph 1 is deleted in its entirety and replaced with the following:
"1. SPACEHAB, Inc. ("SPACEHAB"), hereby commercially contracts with
McDonnell Douglas Aerospace - Huntsville (hereinafter referred to as
"MDA-Huntsville" or "Seller"), a division of the McDonnell Douglas
Corporation, a wholly-owned subsidiary of the Boeing Company, for the
following:
a. The performance of all integration and operations tasks
required to successfully complete 4 SPACEHAB science missions
(1 single module mission and 3 double module missions) and 2
SPACEHAB cargo double module missions (Multiple Mission
Integration and Operations (MM I/O Tasks)). The definitized
contract will include options for 3 additional cargo double
module missions that may be executed in accordance with the
definitized schedule.
b. Initiation of effort to enhance cargo carrying capability of
the SPACEHAB module consistent with capabilities presented to
SHI on 28 August 1997 as follows: i) Ceiling stowage system is
desired for use on STS-95 (2 bags are required). Use best
efforts for partial system capability (2 bags) for use on
STS-91. Provide a firm quotation for 1 set of ceiling
enhancement hardware within 150 days from the date of
Modification 01 to this Letter Agreement and ii) Rack front
stowage system (along with ceiling system) is required for use
on STS-96. Provide a firm quotation for 3 sets of rack
enhancement hardware within 180 days from the date of
Modification 01 to this Letter Agreement.
<PAGE> 2
Letter Contract No. SHB1014
Modification No. 06
19 December 1997
c. Initiation of effort to design, develop, build, and certify a
roof-top stowage adapter plate system, as described to SHI on
6 November 1997. This system is to consist of raised mounting
plates with generic hold patterns for payload mounting. Each
available roof top quadrant shall be capable of supporting 500
lb. gross weight (design goal, which includes a design goal of
75 lb. for the mounting plate). Boeing is to work with SHI
and/or a selected EVA hardware contractor to develop the
generic hole pattern and to define environments, volumetric
envelops, weight and c.g. requirements, etc. for equipment to
be mounted to the plate(s). This capability is required for
STS-96. Provide a firm quotation for 6 total units within 90
days of the date of Modification 03 to this Letter Agreement.
d. Initiation of effort to design, develop, build, and certify
the necessary hardware to accommodate the Experiment Water
Pump Package in a SPACEHAB double rack. This capability is
required for STS-95. Provide a firm quotation with prices for
1, 2, or 3 sets of this within 90 days of the date of
Modification 03 to this Letter Agreement.
e. Initiation of effort to design, develop, build, and certify
new MGSE for the 27.14 inch tunnel as described to SHI on 7
November 1997. This equipment is required to process STS-95.
Provide a firm quotation for this effort within 90 days of the
date of Modification 03 to this Letter Agreement.
f. Initiation of the effort to perform the following tasks under
WBS 9.1.9.5.2 Flight Systems:
(i) 9.1.9.5.2.1 Logistics Double Module Enhancements.
This element contains the labor effort necessary to
identify, evaluate, and recommend ways to enhance the
cargo carrying capability of the Logistics Double
Module.
(ii) 9.1.9.5.2.2 Research Double Module Enhancements.
This element contains the labor effort necessary to
identify, evaluate, and recommend ways to enhance the
capability of the Research Double module to
accommodate new payloads and improve accommodations
for existing payloads.
(iii) 9.1.9.5.2.3 Integrated Cargo Services. This element
contains the labor effort necessary to evaluate
future storage/cargo requirements associated with the
International Space Station and determine proposed
solutions considering all SPACEHAB assets. This
element includes studies, evaluations, and support of
the new SPACEHAB provided Integrated Cargo Carrier
assets.
g. Initiation of effort to provide payload optional services for
STS-95 including the design and development of a triple
mounting plate for BioBox and the design and development of a
double mounting plate for MGBX. Provide a firm quotation for
this effort within 90 days of this modification.
<PAGE> 3
Letter Contract No. SHB1014
Modification No. 06
19 December 1997
h. Initiation of effort to upgrade the existing engineering
prototype SCU unit for use as flight spare on STS-95 and
provide a firm quotation for this effort within 90 days of
this modification.
i. Initiation of effort to perform a GTS Win NT upgrade as
proposed in Supplement No. 1."
Paragraph 3 is deleted in its entirety and replaced with the following.
"3. The maximum amount (including, but not limited to, a reasonable amount
for termination costs and for 12 percent fee) for which SPACEHAB shall be
liable under this letter contract is $1,434,076.00 for the effort described in
Paragraph 1.a; $65,000.00 for the effort described in Paragraph 1.b;
$90,000.00 for the effort described in Paragraph 1.c.; $45,000.00 for the
effort described in Paragraph 1.d.; $20,000.00 for the effort described in
Paragraph 1.e.; $25,000.00 for the effort described in Paragraph 1.f.(i);
$25,000.00 for the effort described in Paragraph 1.f.(ii); $25,000.00 for the
effort described in Paragraph 1.f.(iii); $45,000 for the effort described in
Paragraph 1.g.; $15,000.00 for the effort described in Paragraph 1.h.; and
$20,700 for the effort described in Paragraph 1.i."
Paragraph 8 is deleted in its entirety and replaced with the following:
"8. Period of performance: 8/13/97 - January 30, 1998"
Except as hereby modified, all conditions of said contract as heretofore
modified, remain unchanged and in full force and effect.
Contractor is directed to account for costs in such a manner as to allow
visibility into the costs of effort authorized in this change order.
Please acknowledge receipt of this Change Notice by returning the
acknowledgment copy (within l0 days of receipt) signed with date of receipt
indicated.
/s/ NELDA WILBANKS /s/ DOYLE MCBRIDE
- --------------------- ---------------------------------
Nelda Wilbanks Doyle McBride
SPACEHAB, Inc. McDonnell Douglas Corporation,
A Wholly-Owned Subsidiary of
The Boeing Company
3
<PAGE> 1
EXHIBIT 10.4
EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
This Employment and Non-Interference Agreement (this
"Agreement"), is dated as of January 15, 1998 by and between Chester M. Lee
(the "Executive") and Astrotech Space Operations, Inc., a Delaware corporation
(the "Company").
W I T N E S E T H:
WHEREAS, the Company wishes to retain the future services of
Executive for the Company;
WHEREAS, Executive is willing, upon the terms and conditions
set forth in this Agreement, to provide services hereunder; and
WHEREAS, the Company wishes to secure Executive's
non-interference, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Employment
Subject to Section 3, the Company hereby employs Executive,
and Executive agrees to accept such employment, during the Term of Employment
(as defined in Section 3(a)), as Chairman of the Company and to undertake such
duties and responsibilities as may be reasonably assigned to Executive from
time to time by the Chairman and Chief Executive Officer of SPACEHAB,
Incorporated, to whom Executive shall simultaneously serve as a Special
Advisor, and by the Board of Directors of the Company , or such other
appropriately authorized or designated executive officer of the Company.
2. Extent of Employment
(a) During the Term of Employment, Executive shall report
to and perform his obligations hereunder faithfully and to the best of his
ability under the direction of the Chairman and Chief Executive Officer of
SPACEHAB, Incorporated and the Board of Directors of the Company, or such other
appropriately authorized or designated executive officer of the Company, and
shall abide by the rules, customs and usages from time to time established by
the Company.
(b) During the Term of Employment, Executive shall devote
all of his business time, energy and skill as may be reasonably necessary for
the performance of his duties, responsibilities and obligations under this
Agreement (except for vacation periods and reasonable periods of illness or
other incapacity), consistent with past practices and
<PAGE> 2
norms with respect to similar positions.
(c) Nothing contained herein shall require Executive to
follow any directive or to perform any act which would violate any laws,
ordinances, regulations or rules of any governmental, regulatory or
administrative body, agent or authority, any court or judicial authority, or
any public, private or industry regulatory authority. Executive shall act in
accordance with the laws, ordinances, regulations or rules of any governmental,
regulatory or administrative body, agent or authority, any court or judicial
authority, or any public, private or industry regulatory authority.
3. Term of Employment; Termination
(a) The "Term of Employment" shall commence on the date
hereof and shall continue for a one-year term ending on January 15, 1999 (the
"Initial Term"), subject to automatic annual renewal for one-year terms
thereafter (the "Additional Term"), unless either the Company or Executive
notifies the other party of its intent not to renew within ninety (90) days
prior to the end of the Initial Term. Should Executive's employment by the
Company be earlier terminated pursuant to Section 3(b), the Term of Employment
shall end on the date of such earlier termination.
(b) Subject to the payments contemplated by Section 3(d),
the Term of Employment may be terminated at any time by the Company:
(i) upon the death of Executive;
(ii) in the event that because of physical or
mental disability, Executive is unable to perform and does not
perform his duties hereunder, for a continuous period of 90
days, and an experienced, recognized physician specializing in
such disabilities certifies as to the foregoing in writing;
(iii) for Cause or Material Breach (each as defined
in Section 3(d));
(iv) upon the continuous poor or unacceptable
performance of Executive's duties to the Company, in the sole
judgment of the Board of Directors of the Company, which has
remained uncured for a period of 90 days after the delivery of
notice by the Company to the Executive of such dissatisfaction
with Executive's performance; or
(v) for any other reason not referred to in
clauses (i) through (iv), or for no reason, such that this
Agreement shall be construed as terminable at will by the
Company.
Executive acknowledges that no representations or promises have been made
concerning the grounds for termination or the future operation of the Company's
business, and that nothing contained herein or otherwise stated by or on behalf
of the Company modifies or
2
<PAGE> 3
amends the right of the Company to terminate Executive at any time, with or
without Material Breach or Cause. Termination shall become effective upon the
delivery by the Company to Executive of notice specifying such termination and
the reasons therefor, subject to the requirements for advance notice and an
opportunity to cure provided in this Agreement, if and to the extent
applicable.
(c) Subject to the payments contemplated by Section 3(d),
the Term of Employment may be terminated at any time by Executive:
(i) upon the death of Executive;
(ii) in the event that because of physical or
mental disability, Executive is unable to perform and does not
perform his duties hereunder, for a continuous period of 90
days, and an experienced, recognized physician specializing in
such disabilities certifies as to the foregoing in writing;
(iii) as a result of the Company's material
reduction in Executive's authority, perquisites, position,
title or responsibilities (other than such a reduction by the
Company because of a temporary illness or disability or such a
reduction which affects all of the Company's senior executives
on a substantially equal or proportionate basis as a result of
financial results, conditions, prospects, reorganization,
workout or distressed condition of the Company), or the
Company's willful, material violation of its obligations under
this Agreement, in each case, after 30 days' prior written
notice by Executive to the Company and its Board of Directors
and the Company's failure thereafter to cure such reduction or
violation within such 30 days; or
(iv) voluntarily or for any reason not referred to
in clauses (i) through (iii), or for no reason, in each case,
after 90 days' prior written notice to the Company and its
Board of Directors.
(d) For the purposes of this Section 3:
"Cause" shall mean any of the following: (i) Executive's
conviction of any crime or criminal offense involving the unlawful theft or
conversion of substantial monies or other property or any other felony (other
than a criminal offense arising solely under a statutory provision imposing
criminal liability on the Executive on a per se basis due to the offices held
by the Executive); or (ii) Executive's conviction of fraud or embezzlement.
"Material Breach" shall mean any of the following: (i) Executive's breach of
any of his fiduciary duties to the Company or its stockholders or making of a
willful misrepresentation or omission which breach, misrepresentation or
omission would reasonably be expected to materially adversely affect the
business, properties, assets, condition (financial or other) or prospects of
the Company; (ii) Executive's willful,
3
<PAGE> 4
continual and material neglect or failure to discharge his duties,
responsibilities or obligations prescribed by Sections 1 and 2 (other than
arising solely due to physical or mental disability); (iii) Executive's
habitual drunkenness or substance abuse which materially interferes with
Executive's ability to discharge his duties, responsibilities or obligations
prescribed by Sections 1 and 2; (iv) Executive's willful, continual and
material breach of any non-competition or confidentiality agreement with the
Company, including without limitation, those set forth in Sections 7 and 8 of
this Agreement; and (v) Executive's gross neglect of his duties and
responsibilities, as determined by the Company's Board of Directors; in each
case, for purposes of clauses (i) through (v), after the Company or the Board
of Directors has provided Executive with 30 days' written notice of such
circumstances and the possibility of a Material Breach, and Executive fails to
cure such circumstances and Material Breach within those 30 days.
(e) Termination of the Term of Employment will not
terminate Sections 7 through 21.
4. Compensation
During the Term of Employment, the Company shall pay to
Executive:
(a) As base compensation for his services hereunder, in
bi-monthly installments, a base salary at a rate of not less than $ 150,000 per
annum. Such amounts may be increased (but not decreased) annually at the
discretion of the Compensation Committee of the Board of Directors based upon
an annual review by the Compensation Committee of the Board of Directors of
Executive's performance.
(b) An annual bonus, if any, based on Executive's
performance as determined and approved by the Compensation Committee of the
Board of Directors of SPACEHAB, Incorporated. Although bonuses are entirely
discretionary, it is agreed that Executive shall be treated on the same basis
as executives of SPACEHAB, Incorporated who have the title of Vice President,
for purposes of establishing the range of bonuses and benefits that may be
awarded to Executive.
5. Reimbursement of Expenses
During the Term of Employment, the Company shall pay all
expenses, including without limitation, transportation, lodging and food for
Executive to attend conventions, conferences and meetings that the Company
determines are necessary or in the best interest of the Company, and for any
ordinary and reasonable expenses incurred by Executive in the conduct of the
Business of the Company. Travel outside the United States shall be subject to
the prior approval of an executive officer of the Company and Vice President of
SPACEHAB, Incorporated.
6. Benefits
During the Term of Employment, Executive shall be entitled to
benefits (including health, disability, pension and life insurance benefits
consistent with Company
4
<PAGE> 5
policy, or as increased from time to time), in each case, in accordance with
guidelines or established from time to time, by the Board of Directors for
senior executives of the Company.
7. Confidential Information
(a) Executive acknowledges that his employment hereunder
gives him access to Confidential Information relating to the Business of the
Company and of SPACEHAB, Incorporated and their customers which must remain
confidential. Executive acknowledges that this information is valuable,
special, and a unique asset of the Company's and SPACEHAB's Businesses, and
that it has been and will be developed by the Company and SPACEHAB,
Incorporated at considerable effort and expense, and if it were to be known and
used by others engaged in a Competitive Business, it would be harmful and
detrimental to the interests of the Company and SPACEHAB, Incorporated. In
consideration of the foregoing, Executive hereby agrees and covenants that,
during and after the Term of Employment, Executive will not, directly or
indirectly in one or a series of transactions, disclose to any person, or use
or otherwise exploit for Executive's own benefit or for the benefit of anyone
other than the Company or SPACEHAB, Incorporated, Confidential Information (as
defined in Section 10), whether prepared by Executive or not; provided,
however, that any Confidential Information may be disclosed to officers,
representatives, employees and agents of the Company and SPACEHAB, Incorporated
who need to know such Confidential Information in order to perform the services
or conduct the operations required or expected of them in the Business (as
defined in Section 10). Executive shall use his best efforts to prevent the
removal of any Confidential Information from the premises of the Company or
SPACEHAB, Incorporated, except as required in his normal course of employment.
Executive shall use his best efforts to cause all persons or entities to whom
any Confidential Information shall be disclosed by him hereunder to observe the
terms and conditions set forth herein as though each such person or entity was
bound hereby. Executive shall have no obligation hereunder to keep
confidential any Confidential Information if and to the extent disclosure of
any thereof is specifically required by law; provided, however, that in the
event disclosure is required by applicable law, Executive shall provide the
Company and SPACEHAB, Incorporated with prompt notice of such requirement,
prior to making any disclosure, so that the Company or SPACEHAB, Incorporated
may seek an appropriate protective order. At the request of the Company,
Executive agrees to deliver to the Company, at any time during the Term of
Employment, or thereafter, all Confidential Information which he may possess or
control. Executive agrees that all Confidential Information of the Company and
SPACEHAB, Incorporated (whether now or hereafter existing) conceived,
discovered or made by him during the Term of Employment exclusively belongs to
those parties (and not to Executive). Executive will promptly disclose such
Confidential Information to the Company and SPACEHAB, Incorporated and perform
all actions reasonably requested by the Company and SPACEHAB, Incorporated to
establish and confirm such exclusive ownership.
(b) In the event that Executive breaches his obligations
in any material respect under this Section 7, the Company and of SPACEHAB,
Incorporated, in addition to pursuing all available remedies under this
Agreement, at law or otherwise, and without
5
<PAGE> 6
limiting its right to pursue the same shall cease all payments to Executive
under this Agreement.
(c) The terms of this Section 7 shall survive the
termination of this Agreement regardless of who terminates this Agreement, or
the reasons therefor.
8. Non-Interference
(a) Executive acknowledges that the services to be
provided give him the opportunity to have special knowledge of the Company and
SPACEHAB, Incorporated and their Confidential Information and the capabilities
of individuals employed by or affiliated with the Company, and that
interference in these relationships would cause irreparable injury to the
Company and SPACEHAB, Incorporated. In consideration of this Agreement and of
any stock options in SPACEHAB, Incorporated that Executive may have, Executive
covenants and agrees that:
(i) During the Restricted Period (which shall not
include any period of violation of this Agreement by the
Executive), Executive will not, without the express written
approval of the Board of Directors of the Company, anywhere in
the Market, directly or indirectly, in one or a series of
transactions, own, manage, operate, control, invest or acquire
an interest in, or otherwise engage or participate in, whether
as a proprietor, partner, stockholder, lender, director,
officer, employee, joint venturer, investor, lessor, supplier,
customer, agent, representative or other participant, in any
Competitive Business without regard to (A) whether the
Competitive Business has its office, manufacturing or other
business facilities within or without the Market, (B) whether
any of the activities of Executive referred to above occur or
are performed within or without the Market or (C) whether
Executive resides, or reports to an office, within or without
the Market; provided, however, that (x) Executive may,
anywhere in the Market, directly or indirectly, in one or a
series of transactions, own, invest or acquire an interest in
up to five percent (5%) of the capital stock of a corporation
whose capital stock is traded publicly, or that (y) Executive
may accept employment with a successor company to the Company.
(ii) During the Restricted Period (which shall not
include any period of violation of this Agreement by
Executive), Executive will not without the express prior
written approval of the Board of Directors of the Company (A)
directly or indirectly, in one or a series of transactions,
recruit, solicit or otherwise induce or influence any
proprietor, partner, stockholder, lender, director, officer,
employee, sales agent, joint venturer, investor, lessor,
supplier, customer, agent, representative or any other person
which has a business relationship with the Company or
SPACEHAB, Incorporated or had a business relationship with the
Company or SPACEHAB, Incorporated within the twenty-four (24)
month period preceding the date of the incident in question,
to discontinue,
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reduce or modify such employment, agency or business
relationship with the Company or SPACEHAB, Incorporated, or
(B) employ or seek to employ or cause any Competitive Business
to employ or seek to employ any person or agent who is then
(or was at any time within six months prior to the date
Executive or the Competitive Business employs or seeks to
employ such person) employed or retained by the Company or
SPACEHAB, Incorporated. Notwithstanding the foregoing,
nothing herein shall prevent Executive from providing a letter
of recommendation to an employee with respect to a future
employment opportunity.
(iii) The scope and term of this Section 8 would
not preclude him from earning a living with an entity that is
not a Competitive Business.
(b) The terms of this Section 8 shall survive termination
of this Agreement regardless of who terminates this Agreement, or the reasons
therefor.
9. Inventions
(a) Each invention, improvement or discovery made or
conceived by Executive, either individually or with others, during the term of
his employment with the Company, which invention, improvement or discovery is
related to any of the lines of business or work of the Company or SPACEHAB,
Incorporated, any projected or potential activities which the Company or
SPACEHAB, Incorporated have investigated or hereinafter investigates, or which
result from or are suggested by any service performed by Executive for the
Company or SPACEHAB, Incorporated, whether patentable or not, shall be promptly
and fully disclosed by Executive to the Company and SPACEHAB Incorporated.
Executive assigns each such invention, improvement or discovery, and the
patents thereof, or related thereto, to the Company. Executive shall, during
the term of his employment with the Company and thereafter without charge to
the Company, but at the request and expense of the Company, assist the Company
in obtaining or vesting in itself patents upon such improvements and
inventions. All such inventions, improvements or discoveries shall at all
times become and remain the exclusive property of the Company. Executive
represents that he does not claim ownership of any inventions, improvements,
formulae or discoveries which are excluded from this Agreement.
(b) In the event that Executive breaches his obligations
in any material respect under Sections 7, 8 or this Section 9, the Company, in
addition to pursuing all available remedies under this Agreement, at law or
otherwise, and without limiting its right to pursue the same shall cease all
payments to Executive under this Agreement.
10. Definitions
"Business" means (a) the design, manufacture, lease and
operation of pressurized habitable space capsules and those other businesses
and activities that are described in the SPACEHAB, Incorporated's Form 10-K for
the fiscal year ended June
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30, 1997, or (b) any similar, incidental or related business conducted or
pursued by, or engaged in, or proposed to be conducted or pursued by or engaged
in, by the Company or SPACEHAB, Incorporated prior to the date hereof or at any
time during the Term of Employment.
"Cause" is defined in Section 3(d).
"Companies" means the Company and any of its direct or
indirect subsidiaries, now existing or hereafter existing.
"Company" is defined in the introduction.
"Competitive Business" means any business which competes,
directly or indirectly, with the Business in the Market.
"Confidential Information" means any trade secret,
confidential study, data, calculations, software storage media or other
compilation of information, patent, patent application, copyright, trademark,
trade name, service mark, service name, "know-how", trade secrets, customer
lists, details of client or consultant contracts, pricing policies, sales
techniques, confidential information relating to suppliers, information
relating to the special and particular needs of the customers, operational
methods, marketing plans or strategies, products and formulae, product
development techniques or plans, business acquisition plans or any portion or
phase of any scientific or technical information, ideas, discoveries, designs,
computer programs (including source of object codes), processes, procedures,
research or technical data, improvements or other proprietary or intellectual
property of the Company or SPACEHAB, Incorporated, whether or not in written or
tangible form, and whether or not registered, and including all files, records,
manuals, books, catalogues, memoranda, notes, summaries, plans, reports,
records, documents and other evidence thereof. The term "Confidential
Information" does not include, and there shall be no obligation hereunder with
respect to, information that is or becomes generally available to the public
other than as a result of a disclosure by Executive not permissible hereunder.
"Executive" means the individual identified in the first
paragraph of this Agreement, or his or her estate, if deceased.
"Market" means any county in the United States of America and
each similar jurisdiction in any other country in which the Business was
conducted or pursued by, engaged in by the Company or SPACEHAB, Incorporated
prior to the date hereof or is conducted or engaged in or pursued, or is
proposed to be conducted or engaged in or pursued, by the Company or SPACEHAB,
Incorporated at any time during the Term of Employment.
"Material Breach" is defined in Section 3(d).
"Non-Interference Period" means the period commencing on the
date of this Agreement and continuing through the twelfth month anniversary of
the termination
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of the Term of Employment.
"Prior Employment Agreement" is defined in Section 12(a).
"Restricted Period" means the period commencing on the date of
this Agreement and continuing through the sixth month anniversary of the
termination of the Term of Employment.
"Subsidiary" means any corporation, limited liability company,
joint venture, limited and general partnership, joint stock company,
association or any other type of business entity of which the Company owns,
directly or indirectly through one or more intermediaries, more than fifty
percent (50%) of the voting securities at the time of determination.
"Term of Employment" is defined in Section 3(a).
11. Notice
Any notice, request, demand or other communication required or
permitted to be given under this Agreement shall be given in writing and if
delivered personally, or sent by certified or registered mail, return receipt
requested, as follows (or to such other addressee or address as shall be set
forth in a notice given in the same manner):
If to Executive: Chester M. Lee
1506 Smith Street
McLean, VA 22101
If to Company: SPACEHAB, Incorporated
1595 Spring Hill Road, Suite 360
Vienna, Virginia 22182
Attention: Chairman
with a copy to:
Frank E. Morgan II
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
Any such notices shall be deemed to be given on the date personally delivered
or such return receipt is issued.
12. Previous Agreements; Executive's Representation
(a) Attached hereto as Annex A is the Employment and
Non-Interference Agreement, by and between Executive and SPACEHAB, Incorporated
(the "Prior Employment Agreement"). Executive hereby cancels, voids and
renders without
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force and effect the Prior Employment Agreement, and the Executive releases and
discharges the Company and its parent, SPACEHAB, Incorporated from any further
obligations or liabilities thereunder. Notwithstanding the foregoing, the
terms and provisions in the Prior Employment Agreement relating to any grants
of stock options or other derivative securities for the purchase of SPACEHAB,
Incorporated's common stock, no par value per share, shall remain in full force
and effect and shall not be amended in any manner as a result of the execution
of this Agreement.
(b) Executive hereby warrants and represents to the
Company that Executive has carefully reviewed this Agreement and has consulted
with such advisors as Executive considers appropriate in connection with this
Agreement, is not subject to any covenants, agreements or restrictions,
including without limitation any covenants, agreements or restrictions arising
out of Executive's prior employment, which would be breached or violated by
Executive's execution of this Agreement or by Executive's performance of his
duties hereunder.
13. Other Matters
Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Companies' stockholders, directors, officers, affiliates,
representatives, agents or lenders will have any obligations or liabilities in
respect of this Agreement and the subject matter hereof.
14. Validity
If, for any reason, any provision hereof shall be determined
to be invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.
15. Severability
Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. If any
court determines that any provision of Section 8 or any other provision hereof
is unenforceable because of the power to reduce the scope or duration of such
provision, as the case may be and, in its reduced form, such provision shall
then be enforceable.
16. Waiver of Breach; Specific Performance
The waiver by the Company or Executive of a breach of any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any
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other breach of such other party. Each of the parties (and third party
beneficiaries) to this Agreement will be entitled to enforce its rights under
this breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of
Sections 7, 8 and 9 of this Agreement and that any party (and third party
beneficiaries) may in its sole discretion apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions in order to enforce or prevent any violations of the provisions of
this Agreement. In the event either party takes legal action to enforce any of
the terms or provisions of this Agreement against the other party, the party
against whom judgement is rendered in such action shall pay the prevailing
party's costs and expenses, including but not limited to, attorneys' fees,
incurred in such action.
17. Assignment; Third Parties
Neither Executive nor the Company may assign, transfer,
pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of
his or its respective rights or obligations hereunder, without the prior
written consent of the other. The parties agree and acknowledge that each of
the Companies and the stockholders and investors therein are intended to be
third party beneficiaries of, and have rights and interests in respect of,
Executive's agreements set forth in Sections 7, 8 and 9.
18. Amendment; Entire Agreement
This Agreement may not be changed orally but only by an
agreement in writing agreed to by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. This Agreement
embodies the entire agreement and understanding of the parties hereto in
respect of the subject matter of this Agreement, and supersedes and replaces
all prior Agreements, understandings and commitments with respect to such
subject matter.
19. Litigation
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, EXCEPT
THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN
THAT OF VIRGINIA, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR
ALLOWED BY THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE
ENACTMENT, MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE
OF ANY FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. SUBJECT TO
SECTION 20, EXECUTIVE AND THE
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COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS
AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE STATE OF VIRGINIA OR THE UNITED
STATES DISTRICT COURTS IN ARLINGTON, VIRGINIA. EXECUTIVE AND THE COMPANY
CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH COURTS
AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF FORUM
SET FORTH IN THIS SECTION 19 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF
ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS
AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.
20. Arbitration
EXECUTIVE AND THE COMPANY AGREE THAT ANY DISPUTE BETWEEN OR
AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS
AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY
COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT,
SHALL BE SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN
ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. SUCH ARBITRATION SHALL TAKE PLACE IN ARLINGTON, VIRGINIA, AND
SHALL BE SUBJECT TO THE SUBSTANTIVE LAW OF THE STATE OF VIRGINIA. DECISIONS
PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES. UPON THE CONCLUSION OF ARBITRATION, EXECUTIVE OR THE COMPANY MAY
APPLY TO ANY COURT OF THE TYPE DESCRIBED IN SECTION 19 TO ENFORCE THE DECISION
PURSUANT TO SUCH ARBITRATION. IN CONNECTION WITH THE FOREGOING, THE PARTIES
HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS
RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.
21. Further Action
Executive and the Company agree to perform any further acts
and to execute and deliver any documents which may be reasonable to carry out
the provisions hereof.
22. Counterparts
This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
23. Intended Beneficiary
Executive and the Company acknowledge and agree that SPACEHAB,
Incorporated is an intended third party beneficiary under this Agreement and
that SPACEHAB, Incorporated will be entitled to enforce its rights and
privileges under this Agreement as if it were a party thereto.
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IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year first written above.
EXECUTIVE:
/s/ CHESTER M. LEE
---------------------------------
Chester M. Lee
ASTROTECH SPACE OPERATIONS, INC.
By: /s/ GEORGE D. BAKER
-----------------------------
Name: George D. Baker
Title: Vice President,
Astrotech Space Operations
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EXHIBIT 10.5
EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
This Employment and Non-Interference Agreement (this
"Agreement"), is dated as of January 15, 1998, by and between David A. Rossi
(the "Executive") and SPACEHAB, Incorporated, a Washington corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the Company wishes to retain the future services of
Executive for the Company;
WHEREAS, Executive is willing to cancel his prior Employment
and Non-Interference Agreement and, upon the terms and conditions set forth in
this Agreement, to provide services hereunder; and
WHEREAS, the Company wishes to secure Executive's
non-interference, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Employment
Subject to Section 3, the Company hereby employs Executive,
and Executive agrees to accept such employment, during the Term of Employment
(as defined in Section 3(a)), as President and Chief Operating Officer of the
Company and to undertake such duties and responsibilities as may be reasonably
assigned to Executive from time to time by the Chairman, Chief Executive
Officer or the Board of Directors of the Company.
2. Extent of Employment
(a) During the Term of Employment, Executive shall
perform his obligations hereunder faithfully and to the best of his ability
under the direction of the Chairman, Chief Executive Officer and the Board of
Directors of the Company and shall abide by the rules, customs and usages from
time to time established by the Company.
(b) During the Term of Employment, Executive shall devote
all of his business time, energy and skill as may be reasonably necessary for
the performance of his duties, responsibilities and obligations under this
Agreement (except for vacation periods and reasonable periods of illness or
other incapacity), consistent with past practices and norms with respect to
similar positions.
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(c) Nothing contained herein shall require Executive to
follow any directive or to perform any act which would violate any laws,
ordinances, regulations or rules of any governmental, regulatory or
administrative body, agent or authority, any court or judicial authority, or
any public, private or industry regulatory authority. Executive shall act in
accordance with the laws, ordinances, regulations or rules of any governmental,
regulatory or administrative body, agent or authority, any court or judicial
authority, or any public, private or industry regulatory authority.
3. Term of Employment; Termination
(a) The "Term of Employment" shall commence on the date
hereof and shall continue for a term ending on January 15, 2001 (the "Initial
Term"), subject to automatic annual renewal for one-year terms thereafter (the
"Additional Term"), unless either the Company or Executive notifies the other
party of its intent not to renew within ninety (90) days prior to the end of
the Initial Term. Should Executive's employment by the Company be earlier
terminated pursuant to Section 3(b), the Term of Employment shall end on the
date of such earlier termination.
(b) Subject to the payments contemplated by Section 3(d),
the Term of Employment may be terminated at any time by the Company:
(i) upon the death of Executive;
(ii) in the event that because of physical or
mental disability, Executive is unable to perform and does not
perform his duties hereunder, for a continuous period of 90
days, and an experienced, recognized physician specializing in
such disabilities certifies as to the foregoing in writing;
(iii) for Cause or Material Breach (each as defined
in Section 3(d));
(iv) upon the continuous poor or unacceptable
performance of Executive's duties to the Company, in the sole
judgment of the Board of Directors of the Company, which has
remained uncured for a period of 90 days after the delivery of
notice by the Company to the Executive of such dissatisfaction
with Executive's performance; or
(v) for any other reason not referred to in
clauses (i) through (iv), or for no reason, such that this
Agreement shall be construed as terminable at will by the
Company.
Executive acknowledges that no representations or promises have been made
concerning the grounds for termination or the future operation of the Company's
business, and that nothing contained herein or otherwise stated by or on behalf
of the Company modifies or amends the right of the Company to terminate
Executive at any time, with or without Material Breach or Cause. Termination
shall become effective upon the delivery by the Company to Executive of notice
specifying such termination and the reasons therefor, subject to the
requirements for
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advance notice and an opportunity to cure provided in this Agreement, if and to
the extent applicable.
(c) Subject to the payments contemplated by Section 3(d),
the Term of Employment may be terminated at any time by Executive:
(i) upon the death of Executive;
(ii) in the event that because of physical or
mental disability, Executive is unable to perform and does not
perform his duties hereunder, for a continuous period of 90
days, and an experienced, recognized physician specializing in
such disabilities certifies as to the foregoing in writing;
(iii) as a result of the Company's material
reduction in Executive's authority, perquisites, position,
title or responsibilities (other than such a reduction by the
Company because of a temporary illness or disability or such a
reduction which affects all of the Company's senior executives
on a substantially equal or proportionate basis as a result of
financial results, conditions, prospects, reorganization,
workout or distressed condition of the Company), or the
Company's willful, material violation of its obligations under
this Agreement, in each case, after 30 days' prior written
notice by Executive to the Company and its Board of Directors
and the Company's failure thereafter to cure such reduction or
violation within such 30 days; or
(iv) voluntarily or for any reason not referred to
in clauses (i) through (iii), or for no reason, in each case,
after 90 days' prior written notice to the Company and its
Board of Directors.
(d) For the purposes of this Section 3:
"Cause" shall mean any of the following: (i) Executive's
conviction of any crime or criminal offense involving the unlawful theft or
conversion of substantial monies or other property or any other felony (other
than a criminal offense arising solely under a statutory provision imposing
criminal liability on the Executive on a per se basis due to the offices held
by the Executive); or (ii) Executive's conviction of fraud or embezzlement.
"Material Breach" shall mean any of the following: (i)
Executive's breach of any of his fiduciary duties to the Company or its
stockholders or making of a willful misrepresentation or omission which breach,
misrepresentation or omission would reasonably be expected to materially
adversely affect the business, properties, assets, condition (financial or
other) or prospects of the Company; (ii) Executive's willful, continual and
material neglect or failure to discharge his duties, responsibilities or
obligations prescribed by Sections 1 and 2 (other than arising solely due to
physical or mental disability); (iii) Executive's habitual drunkenness or
substance abuse which materially interferes with Executive's ability to
discharge his duties, responsibilities or obligations prescribed by Sections 1
and 2; (iv) Executive's willful, continual and material breach of any
noncompetition or confidentiality
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agreement with the Company, including without limitation, those set forth in
Sections 7 and 8 of this Agreement; and (v) Executive's gross neglect of his
duties and responsibilities, as determined by the Company's Board of Directors;
in each case, for purposes of clauses (i) through (v), after the Company or the
Board of Directors has provided Executive with 30 days' written notice of such
circumstances and the possibility of a Material Breach, and Executive fails to
cure such circumstances and Material Breach within those 30 days.
(i) In the event Executive's employment is
terminated pursuant to Section 3(b)(i) [death], 3(b)(ii)
[disability] or 3(b)(v) [any other reason or no reason] or
3(c)(i) [death], 3(c)(ii) [disability] or 3(c)(iii) [material
reduction], the Company will: (A) pay to Executive (or his
estate or representative) the full amounts to which the
Executive would be entitled to under Section 4(a) for the
period from effectiveness of termination through the sixth
month anniversary of termination; and (B) pay to Executive (or
his estate or representative) the benefits described in
Section 6 through the sixth month anniversary of termination.
Payment of the amounts and provision of the benefits
described above will be made in accordance with the timetable
and schedule for such payments contemplated therefor as if
such termination did not occur, and will be subject to the
other provisions of this Agreement, including Section 3(g) and
Sections 7 and 8. If the Company makes the payments required
by this Section 3(d)(i), such payments will constitute
severance and liquidated damages, and the Company will not be
obligated to pay any further amounts to Executive under this
Agreement or otherwise be liable to Executive in connection
with any termination.
(ii) In the event Executive's employment is
terminated pursuant to Section 3(b)(iii) [Cause or Material
Breach], 3(b)(iv) [poor performance], or 3(c)(iv) [voluntary],
the Company will not be obligated to pay any further amounts
to Executive under this Agreement.
(e) In the event the Term of Employment is terminated and
the Company is obligated to make payments to Executive pursuant to Section
3(d)(i), Executive shall have a duty to seek to obtain alternative employment;
and if Executive thereafter obtains alternative employment, the Company's
payment obligations under Section 3(d)(i), including its obligation to provide
insurance coverage, if any, will be mitigated and reduced by and to the extent
of Executive's compensation under such alternative employment during the period
for which payments are owed by the Company pursuant to Section 3(d)(i).
Moreover, in the event that Executive is employed by or engaged in a
Competitive Business as contemplated by Section 8(a)(i), then the Company will
thereupon no longer be obligated to make payments under Section 3(d)(i).
(f) In the event the Term of Employment is terminated and
the Company is obligated to make payments pursuant to Section 3(d)(i),
Executive hereby waives any and all claims against the Company and its
respective officers, directors, employees, agents, or
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representatives, stockholders and affiliates relating to his employment during
the term hereof and this Agreement.
(g) Termination of the Term of Employment will not
terminate Sections 3(d), 3(f), and 7 through 21.
4. Compensation
During the Term of Employment, the Company shall pay to
Executive:
(a) As base compensation for his services hereunder, in
bi-monthly installments, a base salary at a rate of not less than $210,000 per
annum. Such amounts may be increased (but not decreased) annually at the
discretion of the Compensation Committee of the Board of Directors based upon
an annual review by the Compensation Committee of the Board of Directors of
Executive's performance.
(b) An annual bonus, if any, based on Executive's
performance as determined and approved by the Compensation Committee of the
Board of Directors.
5. Reimbursement of Expenses
During the Term of Employment, the Company shall pay all
expenses, including without limitation, transportation, lodging and food for
Executive to attend conventions, conferences and meetings that the Company
determines are necessary or in the best interest of the Company, and for any
ordinary and reasonable expenses incurred by Executive in the conduct of the
Business of the Company. Travel outside the United States shall be subject to
the prior approval of an executive officer of the Company.
6. Benefits
During the Term of Employment, Executive shall be entitled to
benefits (including health, disability, pension and life insurance benefits
consistent with Company policy, or as increased from time to time), in each
case, in accordance with guidelines or established from time to time, by the
Board of Directors for senior executives of the Company.
7. Confidential Information
(a) Executive acknowledges that his employment hereunder
gives him access to Confidential Information relating to the Company's Business
and its customers which must remain confidential. Executive acknowledges that
this information is valuable, special, and a unique asset of the Company's
Business, and that it has been and will be developed by the Company at
considerable effort and expense, and if it were to be known and used by others
engaged in a Competitive Business, it would be harmful and detrimental to the
interests of the Company. In consideration of the foregoing, Executive hereby
agrees and covenants that, during and after the Term of Employment, Executive
will not, directly or indirectly in one or a series of transactions, disclose
to any person, or use or otherwise exploit for Executive's own
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benefit or for the benefit of anyone other than the Companies, Confidential
Information (as defined in Section 10), whether prepared by Executive or not;
provided, however, that any Confidential Information may be disclosed to
officers, representatives, employees and agents of the Companies who need to
know such Confidential Information in order to perform the services or conduct
the operations required or expected of them in the Business (as defined in
Section 10). Executive shall use his best efforts to prevent the removal of
any Confidential Information from the premises of the Companies, except as
required in his normal course of employment by the Company. Executive shall
use his best efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and
conditions set forth herein as though each such person or entity was bound
hereby. Executive shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure of any thereof is
specifically required by law; provided, however, that in the event disclosure
is required by applicable law, Executive shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that the Company
may seek an appropriate protective order. At the request of the Company,
Executive agrees to deliver to the Company, at any time during the Term of
Employment, or thereafter, all Confidential Information which he may possess or
control. Executive agrees that all Confidential Information of the Companies
(whether now or hereafter existing) conceived, discovered or made by him during
the Term of Employment exclusively belongs to the Companies (and not to
Executive). Executive will promptly disclose such Confidential Information to
the Company and perform all actions reasonably requested by the Company to
establish and confirm such exclusive ownership.
(b) In the event that Executive breaches his obligations
in any material respect under this Section 7, the Company, in addition to
pursuing all available remedies under this Agreement, at law or otherwise, and
without limiting its right to pursue the same shall cease all payments to
Executive under this Agreement.
(c) The terms of this Section 7 shall survive the
termination of this Agreement regardless of who terminates this Agreement, or
the reasons therefor.
8. Non-Interference
(a) Executive acknowledges that the services to be
provided give him the opportunity to have special knowledge of the Company and
its Confidential Information and the capabilities of individuals employed by or
affiliated with the Company, and that interference in these relationships would
cause irreparable injury to the Company. In consideration of this Agreement,
Executive covenants and agrees that:
(i) During the Restricted Period (which shall not
include any period of violation of this Agreement by the
Executive), Executive will not, without the express written
approval of the Board of Directors of the Company, anywhere in
the Market, directly or indirectly, in one or a series of
transactions, own, manage, operate, control, invest or acquire
an interest in, or otherwise engage or participate in, whether
as a proprietor, partner, stockholder, lender, director,
officer, employee, joint venturer, investor, lessor, supplier,
customer,
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agent, representative or other participant, in any Competitive
Business without regard to (A) whether the Competitive
Business has its office, manufacturing or other business
facilities within or without the Market, (B) whether any of
the activities of Executive referred to above occur or are
performed within or without the Market or (C) whether
Executive resides, or reports to an office, within or without
the Market; provided, however, that (x) Executive may,
anywhere in the Market, directly or indirectly, in one or a
series of transactions, own, invest or acquire an interest in
up to five percent (5%) of the capital stock of a corporation
whose capital stock is traded publicly, or that (y) Executive
may accept employment with a successor company to the Company.
(ii) During the Restricted Period (which shall not
include any period of violation of this Agreement by
Executive), Executive will not without the express prior
written approval of the Board of Directors of the Company (A)
directly or indirectly, in one or a series of transactions,
recruit, solicit or otherwise induce or influence any
proprietor, partner, stockholder, lender, director, officer,
employee, sales agent, joint venturer, investor, lessor,
supplier, customer, agent, representative or any other person
which has a business relationship with the Company or had a
business relationship with the Company within the twenty-four
(24) month period preceding the date of the incident in
question, to discontinue, reduce or modify such employment,
agency or business relationship with the Company, or (B)
employ or seek to employ or cause any Competitive Business to
employ or seek to employ any person or agent who is then (or
was at any time within six months prior to the date Executive
or the Competitive Business employs or seeks to employ such
person) employed or retained by the Company. Notwithstanding
the foregoing, nothing herein shall prevent Executive from
providing a letter of recommendation to an employee with
respect to a future employment opportunity.
(iii) The scope and term of this Section 8 would
not preclude him from earning a living with an entity that is
not a Competitive Business.
(b) The terms of this Section 8 shall survive termination
of this Agreement regardless of who terminates this Agreement, or the reasons
therefor.
9. Inventions
(a) Each invention, improvement or discovery made or
conceived by Executive, either individually or with others, during the term of
his employment with the Company, which invention, improvement or discovery is
related to any of the lines of business or work of the Companies, any projected
or potential activities which the Companies have investigated or hereinafter
investigates, or which result from or are suggested by any service performed by
Executive for the Company, whether patentable or not, shall be promptly and
fully disclosed by Executive to the Company. Executive assigns each such
invention, improvement or discovery, and the patents thereof, or related
thereto, to the Company.
7
<PAGE> 8
Executive shall, during the term of his employment with the Company and
thereafter without charge to the Company, but at the request and expense of the
Company, assist the Company in obtaining or vesting in itself patents upon such
improvements and inventions. All such inventions, improvements or discoveries
shall at all times become and remain the exclusive property of the Company.
Executive represents that he does not claim ownership of any inventions,
improvements, formulae or discoveries which are excluded from this Agreement.
(b) In the event that Executive breaches his obligations
in any material respect under Sections 7, 8 or this Section 9, the Company, in
addition to pursuing all available remedies under this Agreement, at law or
otherwise, and without limiting its right to pursue the same shall cease all
payments to Executive under this Agreement.
10. Definitions
"Business" means (a) the design, manufacture, lease and
operation of pressurized habitable space capsules and those other businesses
and activities that are described in the Company's final prospectus, forming a
part of the Company's Form S-1 Registration Statement (File No. 33-97812), or
(b) any similar, incidental or related business conducted or pursued by, or
engaged in, or proposed to be conducted or pursued by or engaged in, by the
Companies prior to the date hereof or at any time during the Term of
Employment.
"Cause" is defined in Section 3(d).
"Companies" means the Company and any of its direct or
indirect subsidiaries, now existing or hereafter existing.
"Company" is defined in the introduction.
"Competitive Business" means any business which competes,
directly or indirectly, with the Business in the Market.
"Confidential Information" means any trade secret,
confidential study, data, calculations, software storage media or other
compilation of information, patent, patent application, copyright, trademark,
trade name, service mark, service name, "know-how", trade secrets, customer
lists, details of client or consultant contracts, pricing policies, sales
techniques, confidential information relating to suppliers, information
relating to the special and particular needs of the Companies' customers
operational methods, marketing plans or strategies, products and formulae,
product development techniques or plans, business acquisition plans or any
portion or phase of any scientific or technical information, ideas,
discoveries, designs, computer programs (including source of object codes),
processes, procedures, research or technical data, improvements or other
proprietary or intellectual property of the Companies, whether or not in
written or tangible form, and whether or not registered, and including all
files, records, manuals, books, catalogues, memoranda, notes, summaries, plans,
reports, records, documents and other evidence thereof. The term "Confidential
Information" does not include, and there shall be no obligation hereunder with
8
<PAGE> 9
respect to, information that is or becomes generally available to the public
other than as a result of a disclosure by Executive not permissible hereunder.
"Executive" means the individual identified in the first
paragraph of this Agreement, or his or her estate, if deceased.
"Market" means any county in the United States of America and
each similar jurisdiction in any other country in which the Business was
conducted or pursued by, engaged in by the Companies prior to the date hereof
or is conducted or engaged in or pursued, or is proposed to be conducted or
engaged in or pursued, by the Companies at any time during the Term of
Employment.
"Material Breach" is defined in Section 3(d).
"Non-Interference Period" means the period commencing on the
date of this Agreement and continuing through the twelfth month anniversary of
the termination of the Term of Employment.
"Prior Employment Agreement" is defined in Section 12(a).
"Restricted Period" means the period commencing on the date of
this Agreement and continuing through the sixth month anniversary of the
termination of the Term of Employment.
"Subsidiary" means any corporation, limited liability company,
joint venture, limited and general partnership, joint stock company,
association or any other type of business entity of which the Company owns,
directly or indirectly through one or more intermediaries, more than fifty
percent (50%) of the voting securities at the time of determination.
"Term of Employment" is defined in Section 3(a).
11. Notice
Any notice, request, demand or other communication required or
permitted to be given under this Agreement shall be given in writing and if
delivered personally, or sent by certified or registered mail, return receipt
requested, as follows (or to such other addressee or address as shall be set
forth in a notice given in the same manner):
If to Executive: David A. Rossi
2319 Ontario Road, N.W.
Washington, D.C. 20009-2601
If to Company: SPACEHAB, Incorporated
1595 Spring Hill Road, Suite 3600
Vienna, Virginia 22182
Attention: Chairman
9
<PAGE> 10
with a copy to:
Frank E. Morgan II
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
Any such notices shall be deemed to be given on the date personally delivered
or such return receipt is issued.
12. Previous Agreements; Executive's Representation
(a) Attached hereto as Annex A are all previous
employment or severance agreements, if any, by and between Executive and the
Company (collectively, the "Prior Employment Agreements"). Executive and the
Company hereby cancel, void and render without force and effect all Prior
Employment Agreements, and the Executive releases and discharges the Company
from any further obligations or liabilities thereunder. Notwithstanding the
foregoing, the terms and provisions in any Prior Employment Agreement relating
to any grants of stock options or other derivative securities for the purchase
of the Company's common stock, no par value per share, shall remain in full
force and effect and shall not be amended in any manner as a result of the
execution of this Agreement.
(b) Executive hereby warrants and represents to the
Company that Executive has carefully reviewed this Agreement and has consulted
with such advisors as Executive considers appropriate in connection with this
Agreement, is not subject to any covenants, agreements or restrictions,
including without limitation any covenants, agreements or restrictions arising
out of Executive's prior employment, which would be breached or violated by
Executive's execution of this Agreement or by Executive's performance of his
duties hereunder.
13. Other Matters
Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Companies' stockholders, directors, officers, affiliates,
representatives, agents or lenders will have any obligations or liabilities in
respect of this Agreement and the subject matter hereof.
14. Validity
If, for any reason, any provision hereof shall be determined
to be invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.
15. Severability
Whenever possible, each provision of this Agreement will be
interpreted in such
10
<PAGE> 11
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein. If any court determines that any provision of
Section 8 or any other provision hereof is unenforceable because of the power
to reduce the scope or duration of such provision, as the case may be and, in
its reduced form, such provision shall then be enforceable.
16. Waiver of Breach; Specific Performance
The waiver by the Company or Executive of a breach of any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other breach of such other party. Each of the
parties (and third party beneficiaries) to this Agreement will be entitled to
enforce its rights under this breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of Sections 7, 8 and 9 of this Agreement and that any party (and
third party beneficiaries) may in its sole discretion apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions in order to enforce or prevent any violations of the
provisions of this Agreement. In the event either party takes legal action to
enforce any of the terms or provisions of this Agreement against the other
party, the party against whom judgement is rendered in such action shall pay
the prevailing party's costs and expenses, including but not limited to,
attorneys' fees, incurred in such action.
17. Assignment; Third Parties
Neither Executive nor the Company may assign, transfer,
pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of
his or its respective rights or obligations hereunder, without the prior
written consent of the other. The parties agree and acknowledge that each of
the Companies and the stockholders and investors therein are intended to be
third party beneficiaries of, and have rights and interests in respect of,
Executive's agreements set forth in Sections 7, 8 and 9.
18. Amendment; Entire Agreement
This Agreement may not be changed orally but only by an
agreement in writing agreed to by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. This Agreement
embodies the entire agreement and understanding of the parties hereto in
respect of the subject matter of this Agreement, and supersedes and replaces
all prior Agreements, understandings and commitments with respect to such
subject matter.
19. Litigation
11
<PAGE> 12
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF VIRGINIA, EXCEPT THAT NO
DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF
VIRGINIA, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY
THE LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT,
MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY
FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. SUBJECT TO SECTION
20, EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR
ARISING OUT OF THIS AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE STATE OF
VIRGINIA OR THE UNITED STATES DISTRICT COURTS IN ARLINGTON, VIRGINIA.
EXECUTIVE AND THE COMPANY CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL
BE PROPER IN SUCH COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON
CONVENIENS. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 19 SHALL NOT BE
DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR
THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER
JURISDICTION.
20. Arbitration
EXECUTIVE AND THE COMPANY AGREE THAT ANY DISPUTE BETWEEN OR
AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS
AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY
COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT,
SHALL BE SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN
ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. SUCH ARBITRATION SHALL TAKE PLACE IN ARLINGTON, VIRGINIA, AND
SHALL BE SUBJECT TO THE SUBSTANTIVE LAW OF THE STATE OF VIRGINIA. DECISIONS
PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES. UPON THE CONCLUSION OF ARBITRATION, EXECUTIVE OR THE COMPANY MAY
APPLY TO ANY COURT OF THE TYPE DESCRIBED IN SECTION 19 TO ENFORCE THE DECISION
PURSUANT TO SUCH ARBITRATION. IN CONNECTION WITH THE FOREGOING, THE PARTIES
HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS
RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.
21. Further Action
Executive and the Company agree to perform any further acts
and to execute and deliver any documents which may be reasonable to carry out
the provisions hereof.
22. Counterparts
12
<PAGE> 13
This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
13
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year first written above.
EXECUTIVE:
/s/ DAVID A. ROSSI
------------------------------------------
David A. Rossi
SPACEHAB, INCORPORATED
By: /s/ SHELLEY A. HARRISON
---------------------------------------
Shelley A. Harrison
Chairman and Chief Executive Officer
14
<PAGE> 1
EXHIBIT 10.6
AMENDMENT NO. 1
TO
EMPLOYMENT AND NON-INTEREFERENCE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Employment and
Non-Interference Agreement dated as of April 1, 1997 (the "Employment
Agreement"), by and between SPACEHAB, Incorporated (the "Company") and Shelley
A. Harrison ("Executive") is entered into as of this 15th day of January 1998.
WHEREAS, the Company and the Executive entered into the
Employment Agreement as of April 1, 1997; and
WHEREAS, the Company and the Executive have decided to amend
the Employment Agreement in certain material respects; and
WHEREAS, said changes have been approved by the Company's
Compensation Committee.
NOW THEREFORE, in consideration of the mutual premises and
covenants contained herein, and intending to be legally bound hereby, the
parties hereto agree to amend the Employment Agreement as follows:
1. Term of Employment
Section 3(a) of the Employment Agreement is hereby amended to
strike the date "March 31, 2000" and to insert in lieu thereof "March 31,
2002."
<PAGE> 2
2. Termination
Section 3(d) of the Employment Agreement is hereby amended to
strike the words "eighteenth month" in the final line of separately numbered
paragraph (i) under the definition of "Material Breach" and to insert in lieu
thereof the words "thirtieth month."
3. Compensation
The first sentence of Section 4(a) of the Employment Agreement
is hereby deleted in its entirety and the following is hereby inserted in lieu
thereof:
"(a) As base compensation for his services
hereunder, in bi-monthly installments, a base salary at a rate
in the first year of this Agreement of $275,000 per annum, in
the second year of the Agreement of $300,000 per annum, in the
third year of the Agreement of $325,000, in the fourth year of
the Agreement of $350,000 and in the fifth year of the
Agreement of $375,000."
In all other respects, the Employment Agreement shall remain
in full force and effect.
COMPANY:
SPACEHAB, Incorporated
By: /s/ DAVID A. ROSSI
--------------------------
David A. Rossi
President
EMPLOYEE:
/s/ SHELLEY A. HARRISON
-----------------------------
Shelley A. Harrison
2
<PAGE> 1
EXHIBIT 10.7
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of the 31st day of December, 1997, is made by and
between SPACEHAB, INCORPORATED, a Washington corporation ("SPACEHAB") and
ASTROTECH SPACE OPERATIONS, INC., a Delaware corporation ("Astrotech";
Astrotech and SPACEHAB are also referred to individually as a "Borrower" and
collectively as the "Borrowers") and FIRST UNION NATIONAL BANK, a National
banking association, successor by merger to Signet Bank, a Virginia banking
corporation (the "Lender").
RECITALS
A. The Lender and the Borrowers entered into a Loan and Security Agreement
dated as of the 16th day of June, 1997 (as amended through the date hereof, the
"Agreements) pursuant to which the Lender has agreed to extend credit to the
Borrowers, and the Borrowers have agreed to obtain credit from the Lender, on
the terms and conditions set forth in such Agreement.
B. The Borrowers have requested that the Lender make certain modifications to
the Agreement, including extending the Termination Date and altering certain
financial covenants, and the Lender has consented to such request subject to
the execution of this Amendment and the satisfaction of the conditions
specified herein.
C. The Borrowers and the Lender now desire to execute this Amendment to set
forth their agreements with respect to the modifications to the Agreement.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Borrowers
agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and
not defined herein are defined in the Agreement.
SECTION 2. Amendments to Agreement. The Agreement is hereby amended as
follows:
2.1. Amendments to Section 1. Section 1 of the Agreement is
amended as follows:
2.1(a) Termination Date. The definition of the term
Termination Date is replace in its entirety with the following definition:
"Termination Date" means October 15, 1999, and any extension or
extensions thereof granted by the Lender in its sole discretion.
2.2. Amendments to Section 5.
2.2(a) Section 5.12. Section 5.12 is restated in
its entirety as follows:
5.12. Financial Covenants.
(a) EBITDA. Cause EBITDA for the twelve-month period ending on
the last day of each calendar quarter (i.e. March 31, June 30,
September 30 or December 31), commencing with the calendar quarter
ending on December 31, 1997, to be not less than $12,000,000.00. The
Lender shall calculate EBITDA for the purpose of measuring the
Borrowers' compliance with foregoing covenant using information
contained in the consolidated financial statements of SPACEHAB
included in each Form 10-Q or Form 10-K that the Borrowers are
required to deliver to the Lender under this Agreement.
<PAGE> 2
(b) Minimum Tangible Net Worth. Cause Tangible Net Worth to be
at least $72,500,000.00 through December 30, 1998 and at least
$80,000,000.00 from and after December 31, 1998. The Lender shall
calculate Tangible Net Worth for the purpose of measuring the
Borrowers' compliance with foregoing covenant using information
contained in the consolidated balance sheet of SPACEHAB included in
each Form 10-Q or Form 10-K that the Borrowers are required to deliver
to the Lender under this Agreement.
(c) Current Ratio. Cause the Current Ratio to be at least 1.2 to
1 through December 30, 1998 and at least 2.0 to 1 from and after
December 31, 1998. The Lender shall calculate the Current Ratio for
the purpose of measuring the Borrowers' compliance with foregoing
covenant using information contained in the consolidated financial
statements of SPACEHAB included in each Form 10-Q or Form 10-K that
the Borrowers are required to deliver to the Lender under this
Agreement.
SECTION 3. Representations and Warranties of the Borrowers. Each
Borrower represents and warrants to the Lender that:
(a) It has the power and authority to enter into and to perform
this Amendment, to execute and deliver all documents relating to this
Amendment, and to incur the obligations provided for in this Amendment, all of
which have been duly authorized and approved in accordance with such Borrower's
corporate documents;
(b) This Amendment, together with all documents executed
pursuant hereto, shall constitute when executed the valid and legally binding
obligations of the Borrowers in accordance with their respective terms:
(c) Except with respect to events or circumstances occurring
subsequent to the date thereof and known to the Lender, all representations and
warranties made in the Agreement are true and correct as of the date hereof,
with the same force and effect as if all representations and warranties were
fully set forth herein;
(d) Each Borrower's obligations under the Loan Documents remain
valid and enforceable obligations, and the execution and delivery of this
Amendment and the other documents executed in connection herewith shall not be
construed as a novation of the Agreement or any of the other Loan Documents; and
(e) As of the date hereof, no Borrower has any offsets or
defenses against the payment of any of the Obligations.
SECTION 4. Waiver of Claims. As a specific inducement to the Lender
without which the Borrowers acknowledge the Lender would not enter into this
Amendment and the other documents executed in connection herewith, the
Borrowers hereby waive any and all claims that they may have against the
Lender, as of the date hereof, arising out of or relating to the Agreement or
any other Loan Document whether sounding in contract, tort or any other basis.
SECTION 5. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Borrowers have executed and completed this
Amendment, have delivered this Amendment to the Lender, and have reimbursed the
Lender for the Lender's costs and expenses incurred in connection with the
Amendment, but upon the occurrence of such conditions, this Amendment shall be
deemed to be effective as of December 31, 1997.
- 2 -
<PAGE> 3
SECTION 6. Miscellaneous.
6.1. Reference To Agreement. Upon the effectiveness of this
Amendment, each reference in the Agreement to "this Agreement" and each
reference in the other Loan Documents to the Agreement, shall mean and be a
reference to the Agreement as amended hereby.
6.2. Effect on Loan Documents and Accrued and Unpaid Interest, Fees
and Other Charges. Except as specifically amended above, the Agreement and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed. Without limiting the generality of the foregoing, all
Collateral given to secure the Obligations of the Borrowers under the Agreement
and the other Loan Documents prior to the date hereof does and shall continue
to secure all Obligations of the Borrowers under the Agreement, as amended
hereby and the other Loan Documents, and, except as provided in the Agreement
and the other Loan Documents, no such Collateral shall be released until all
conditions to such release contained in the Loan Documents are satisfied. Any
interest, fees and other charges due under the Agreement which have accrued and
remain unpaid as of the effective date of this Amendment shall be paid on the
next succeeding date that any such charge which has accrued on or after the
effective date of this Amendment is due under the Agreement, as amended hereby,
unless any such charge is discontinued by this Amendment, in which event the
Borrowers shall pay the accrued and unpaid portion thereof upon execution of
this Amendment.
6.3. No Waiver. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Lender under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
6.4. Costs, Expenses and Taxes. The Borrowers agree to pay on demand
all costs and expenses of the Lender in connection with the preparation,
reproduction, execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, including the reasonable
fees and out-of-pocket expenses of counsel for the Lender with respect thereto.
6.5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia, without giving
effect to conflict of law provisions.
- 3 -
<PAGE> 4
IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Amendment to be signed by their duly authorized representatives under seal all
as of the day and year first above written.
SPACEHAB INCORPORATED, a Washington corporation
ATTEST: By: /s/ MARGARET E. GRAYSON
----------------------------------
/s/ WILLIAM DAWSON
- -------------------------- Name: Margaret E. Grayson
(Asst) Secretary --------------------------------
[corporate seal]
Title: Vice President of Finance & CFO
-------------------------------
ASTROTECH SPACE OPERATIONS, INC., a Delaware
corporation
ATTEST: By: /s/ CHESTER M. LEE
------------------------------
Name: Chester M. Lee
/s/ WILLIAM DAWSON ------------------------------
- --------------------------
(Asst) Secretary Title: President
[corporate seal] ------------------------------
FIRST UNION NATIONAL BANK, a National banking
association, successor by merger to Signet Bank, a
Virginia banking corporation
By: /s/ JOHN O. SATERI
-----------------------------
John O. Sateri, Vice President
-4-
<PAGE> 1
EXHIBIT 11
SPACEHAB, INCORPORATED AND SUBSIDIARY
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
1996 1997 1996 1997
--------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net Income and Adjusted Earnings:
Net income applicable to common
shareholders used for basic computations
$ 11,059,530 $ 6,278,693 $ 7,259,978 $ 72,637
--------------- ---------------- ---------------- ----------------
Dilution adjustments:
Savings in convertible note payable interest
expense net of tax - 797,063 - 797,063
--------------- ---------------- ---------------- ----------------
Adjusted net income applicable to
common shareholders assuming dilution $ 11,059,530 $ 7,075,756 $ 7,259,978 $ 869,700
=============== ================ ================ ================
Average number of shares of common stock
used for basic computation 11,111,997 11,149,789 11,091,443 11,148,830
--------------- ---------------- ---------------- ----------------
Diluted adjustments (1):
Weighted Average Shares and Share
Equivalents Outstanding:
Assumed exercise of options and warrants - 258,036 1,674 252,596
Assumed conversion of convertible debt 34,239 3,626,446 54,620 1,813,223
--------------- ---------------- ---------------- ----------------
Total number of shares assumed to be
Outstanding assuming dilution 11,146,236 15,034,271 11,147,737 13,215,581
--------------- ---------------- ---------------- ----------------
Earnings Common Per Share:
Income per common share:
Income before extraordinary item $ 1.00 $ 0.56 $ 0.36 $ 0.01
Extraordinary item - - 0.30 -
--------------- ---------------- ---------------- ----------------
Basic $ 1.00 $ 0.56 $ 0.66 $ 0.01
=============== ================ ================ ================
Income before extraordinary item $ 0.99 $ 0.47 $ 0.36 $ 0.07
Extraordinary item - - 0.29 -
--------------- ---------------- ---------------- ----------------
Diluted (1): $ 0.99 $ 0.47 $ 0.65 $ 0.07
=============== ================ ================ ================
</TABLE>
(1) The assumed exercise of options and warrants and the conversion of
convertible debtis anti-dilutive but are included in the calculation of
dilutive earnings per share in accordance with Regulation S-K Item
601(a)(11).
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 79,856,749
<SECURITIES> 0
<RECEIVABLES> 8,091,539
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 89,102,047
<PP&E> 136,928,109
<DEPRECIATION> 40,683,502
<TOTAL-ASSETS> 196,896,758
<CURRENT-LIABILITIES> 11,396,933
<BONDS> 0
0
0
<COMMON> 81,123,730
<OTHER-SE> 16,299
<TOTAL-LIABILITY-AND-EQUITY> 196,896,758
<SALES> 17,755,687
<TOTAL-REVENUES> 17,755,687
<CGS> 7,919,660
<TOTAL-COSTS> 7,919,660
<OTHER-EXPENSES> 4,081,239
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,175,542
<INCOME-PRETAX> 6,357,154
<INCOME-TAX> 78,461
<INCOME-CONTINUING> 6,278,693
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,278,693
<EPS-PRIMARY> 0.56
<EPS-DILUTED> 0.47
</TABLE>
