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EXHIBIT 10.78
CONTRACT NUMBER SHB 98001
DATED JANUARY 31, 1998
FOR
UNPRESSURIZED CARGO PALLETS
DESIGN AND CONSTRUCTION
BETWEEN
SPACEHAB, INCORPORATED
1595 SPRING HILL ROAD
SUITE 360
VIENNA, VIRGIANIA 22182
AND
RSC-ENERGIA
4A LENIN STREET
KOROLEV, MOSCOW REGION
RUSSIA, 141070
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This contract is entered into by and between SPACEHAB, Inc., with an address at
1595 Spring Hill Road, Suite 360, Vienna, Virginia 22182 (hereinafter referred
to as "SPACEHAB") and RSC-Energia, with an address at 4A Lenin Street, Korolev,
Moscow Region, Russia, 141070 (hereinafter referred to as "Energia"). The
parties agree as follows:
Article 1. Entire Agreement
This contract, all exhibits, and other documents incorporated by reference,
whether or not attached, constitute the complete and exclusive statement of the
Contract between SPACEHAB and Energia. This contract supersedes any previous
understanding or agreement between SPACEHAB and ENERGIA (oral or written) with
respect to the subject matter of this contract.
Article 2. Scope of Work
Energia shall design, develop, manufacture, test, and deliver:
- One Unpressurized Cargo Pallet (UCP) in accordance with requirements
identified in the Prime Item Development Specification (Document No.
ICC 97002, Revision 1) and the Statement of Work (SOW) attached as
Exhibit A. (Task 1).
- One UCP in compliance with SPACEHAB's requirements; such
requirements to be presented in a revised SOW that will be agreed
upon no later than December 31, 1998 and added to this Contract.
(Task 2). Delivery of this second UCP shall be no later than
December 31, 1999.
In addition, this Contract has options for the design, development, manufacture,
test and delivery of additional UCP's. These options may be exercised in an
appropriate way by adding them to the existing Contract.
Article 3. Period of Performance
Energia shall perform the work called for under this contract as the
continuation of the effort performed under the Letter Agreement dated December
25, 1997. Work shall continue through the Initial Integrated Cargo Carrier
(IICC) system integrated acceptance fit check at SPACEHAB's ICC Processing
Facility, as described in the SOW. The period of performance of this contract
shall be from the date of contract signature through January 31, 1999 (Task 1),
and through January 31, 2000 (Task 2). The period of performance of this
contract may be extended by mutual agreement.
Article 4. Contract Amount
The fixed price to be paid to Energia for the products and services under this
Contract shall be as follows:
- $1.8 Million (U.S. Dollars) for the first UCP and associated
products (Task 1).
- $0.7 Million (U.S. Dollars) for the second UCP and associated
products (Task 2), assuming there is no design change between the
first and second UCP
The fixed price paid to Energia for the products and services under the Letter
Agreement dated December 25, 1997 shall be credited towards the $1.8 Million
total price for the first flight UCP.
In addition, a bonus payment will be made for early delivery of the first UCP as
follows:
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- $300,000 (U.S. Dollars) if the UCP is accepted by SPACEHAB per
Article 16 by December 31, 1998.
- $200,000 (U.S. Dollars) if the UCP is accepted by SPACEHAB per
Article 16 by January 31, 1999).
- $100,000 (U.S. Dollars) if the UCP is accepted by SPACEHAB per
Article 16 by February 28, 1999).
It is agreed that the following items will be excluded from this contract:
- Transportation of the UCP hardware items
- Personnel travel costs
- Price of options
It is also agreed that the following items are included in this contract:
- Document translation costs
- Customs costs in Russia
Article 5. Reimbursement for Travel Expenses
SPACEHAB shall reimburse RSC-Energia for actual pre-approved transportation and
hotel expenses and on a per diem basis for meals and other expenses, for travel
to SPACEHAB in the United States and to Daimler-Benz Aerospace ("DASA") in
Germany. SPACEHAB shall provide local transportation to RSC Energia to and from
work both at SPACEHAB and DASA. The per diem allowance in the United States
shall be $58 and in Germany shall be at the rate of $70 (about 112 German marks)
per day per existing Russian norms.
Article 6. Payment
Payments shall be made in compliance with the Production and Payment Schedule
provided in Exhibit B. All payments shall be made against RSC Energia's invoices
by wire transfer to the account indicated in the invoice and shall be completed
within 30 days of written ratification of completion of the associated payment
milestone by the SPACEHAB ICC Program Manager. The payment currency is in US
Dollars. All payment shall be net without any deductions for wire transfer.
Article 7. Program and Technical Direction
SPACEHAB shall be the sole source of program direction to Energia. Program
direction includes, but is not limited to, issues relating to contracts,
schedule, and requirements. For technical issues relating to the design,
development, and manufacture of the UCP flight hardware, GSE, and associated
hardware, Energia shall take direction from SPACEHAB.
For technical issues within the scope of work of the Exhibit A Statement of Work
relating to the integration of ICC hardware elements between associate
contractors, including but not limited to integrated testing, verification, and
Shuttle integration, Energia shall take direction from the Mission Integration
and Operations Support Contractor, DASA. If Energia is directed by DASA to
perform work that is out of Energia's scope, then SPACEHAB shall provide
contractual direction.
Article 8. SPACEHAB Direction
Energia shall accept direction from one of the following SPACEHAB individuals
only:
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- Prime Contact - Pete Gadsby, ICC Program Manager
- Alternate Contact - Clark Thompson, Director, Technology Development
Article 9. Provisions for Execution
Energia and SPACEHAB shall execute two (2) copies of this contract in English
and two (2) copies in Russian, one original in each language for each party.
Article 10. Intellectual Property Rights
All worldwide Intellectual Property rights (including but not limited to
patents, copyrights, trademarks, service marks and trade secrets) created under
this contract shall be the sole property of SPACEHAB. Energia agrees to
reasonably assist SPACEHAB (at SPACEHAB's expense) in securing such rights
through patent, copyright and trade name applications in various worldwide
jurisdictions. All Intellectual Property utilized in the performance of this
contract shall remain the exclusive property of the party(s) who had the rights
in the IP prior to this contract.
Article 11. Confidentiality
SPACEHAB and Energia shall abide by the Nondisclosure Agreement between the
parties dated December 23, 1997, which terms and conditions are incorporated
herein by this reference.
Article 12. Document Translation
All textual documents provided by Energia shall be in English. Graphical
documents (drawings) may be provided in Russian. Any textual document, fax, or
letter, five (5) pages or less in size may be exchanged in native language.
Article 13. Local Services
To facilitate face-to-face meetings, the host party shall provide meeting
facilities, interpreter services, and local transportation for the visiting
contractors.
Article 14. Packaging and Marking
Packaging and marking for shipment of all items ordered under this contract
shall be in accordance with good commercial practice, and adequate to ensure
both acceptance by common carrier and safe transportation at the most economical
rates.
Article 15. Title and Delivery
All hardware deliverables to be delivered per this Contract and listed in the
SOW shall be delivered according to FCA Moscow (in compliance with Incoterms'
90). This means that RSC Energia's responsibility shall include clearing export
customs in Russia and transfer of the hardware deliverables to a carrier
identified to RSC Energia by SPACEHAB. Risk of loss or damage is with SPACEHAB
after the deliverables have been transferred to the carrier.
All document deliverables to SPACEHAB from RSC Energia shall be sent via Federal
Express or other express carrier at SPACEHAB's expense.
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Article 16. Inspection and Acceptance
The place of final inspection and acceptance for the deliverable hardware called
for under this contract shall be at Energia. The place of inspection and
acceptance of all deliverable reports and documentation shall be at SPACEHAB,
Houston, Texas, with a copy to SPACEHAB Cape Canaveral, Florida as specified by
SPACEHAB.
Article 17. Termination
SPACEHAB may, at its sole discretion, terminate this contract. In the event of
termination, SPACEHAB will pay actual costs, up to the total amount due through
the next scheduled payment, for all completed work through the date of
termination in accordance with Article 6, and reimburse expenses incurred up to
the date of termination in accordance with Articles 4 and 5.
In the event SPACEHAB terminates this contract, Energia shall provide the
following items to SPACEHAB to determine proper restitution:
- Detailed invoices of material expenditures including, but not
limited to procurement of long-lead items.
- Detailed list of all in-work and completed textual and graphic
documents created in the scope of this Letter Agreement.
- Detailed list of all other expenditures made with the payments made
by SPACEHAB to Energia prior to termination of this Letter
Agreement.
Upon termination Energia will deliver to SHI all products, parts and
documentation, started and completed, at the place designated for final
inspection and acceptance in Article 16 above.
Termination of this Contract does not terminate obligations of SPACEHAB and
Energia to comply with Articles 10 and 11.
Article 18. Changes
SHI and Energia may at any time make mutually agreed upon changes to this
contract.
Article 19. Governing Laws
The Commercial Law of Switzerland shall govern all provisions specified by and
performed under this contract.
Article 20. Dispute Resolution
Any and all disputes hereunder shall be resolved by binding arbitration pursuant
to the rules and procedures of the International Chamber of Commerce in
Switzerland, taking into consideration the clauses of this Letter Agreement,
without recourse to any courts. The contract clauses shall prevail over common
rules and norms of Swiss arbitration in case of discrepancies.
SPACEHAB, INC. RSC-ENERGIA
By: By:
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Typed Name: Nelda Wilbanks Typed Name: Y. P. Semenov
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Title Contracts Administrator Title: President
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Date: Date:
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EXHIBIT A
STATEMENT OF WORK
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EXHIBIT B
UCP #1 PAYMENT SCHEDULE ($US)
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DESCRIPTION OF WORK DATE PRICE NOTES
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1. Start of Work, Management 1/2/98 $ 180,000.00
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2. Preparation for Production, Long-Lead 1/31/98 250,000.00
Procurement
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3. Issuance of Manufacturing Documents and 2/28/98 200,000.00
Drawings, CDR for the UCP and GSE
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4. Fabrication of Components and Sub-Assemblies, 5/31/98 150,000.00
Development/Production Interfaces (Phase I)
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5. Fabrication of Components and Sub-Assemblies, 7/17/98 250,000.00
Development/Production Interfaces (Phase II)
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6. Fabrication of Components and Sub-Assemblies, 8/1/98 270,000.00
Development/Production Interfaces (Phase III)
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7. Static Testing at RSC-Energia 9/30/98 110,000.00
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8. Mockup Delivery to DASA 9/30/98 80,000.00
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9. Participation in Integrated Testing at DASA 11/30/98 20,000.00
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10. Modal Survey (Dynamic) Testing at Energia 11/30/98 110,000.00
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11. Acceptance of the First Flight UCP 12/31/98 80,000.00
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12. Acceptance of GSE 12/31/98 80,000.00
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13. Participation in the UCP Setup at the ICC 1/15/99 20,000.00
Processing Facility
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Total $1,800,000.00
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Bonus for Meeting Schedule 300,000.00 $200,000.00 for
delivery in
January;
$100,000.00 for
delivery in
February.
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UCP #2 payment schedule of $700,000.00 will be prepared after Energia receives
SPACEHAB's order before December 31, 1998.