SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 [LISTING OF CLAUSES INCORPORATED BY REFERENCE]{.underline}

> NOTICE: The following contract clauses pertinent to this section are
> hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

No FAR By-reference clauses in Section H.

II\. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

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

H.2 [LIMITATION OF FUNDS FIXED-PRICE CONTRACT]{.underline} (NASA
18-52.232-77) (MARCH 1989)

\(a\) Of the total price of items 1 through 9, the sum of \$193,983,296
is presently available

for payment and allotted to this contract. It is anticipated that from
time to time additional funds will be allocated to this contract in
accordance with the following schedule until the total price of said
items is allotted:

> SCHEDULE FOR ALLOTMENT OF FUNDS
>
> **Date Amounts**
>
> GFY98 \$20,494,000
>
> GFY99 \$35,900,000
>
> GFY00 [\$ 6,660,000]{.underline}
>
> TOTAL \$63,054,000

\(b\) 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 16, 2003.

\(2\) 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.

**H2 (e) [Special Funding for Equitable Adjustment to Provide Sustaining
Effort and Products ]{.underline}**

Because of the uncertain budgetary future for funding of effort to be
performed by the contractor in support of Lease of Research Double
Module and related integration services on STS-107, CLIN 3 of paragraph
B.3, Milestone Schedule (hereinafter referred to as "CLIN 3"), separate
funding is hereby established for such effort.

The contract is hereby amended by the addition of a separate funding
clause for CLIN 3, which shall be known as clause 1852.232-77,
Limitation of Funds (Fixed Price Contract: CLIN 3). Any reference to the
word "contract" contained in the Limitation of Funds (Fixed Price
Contract: CLIN 3) clause shall mean specifically "CLIN 3," except for
the following phrases, which shall retain their original meaning:

Paragraphs (b), (c)(2), and (h), the phrase "the Termination for
Convenience of the Government clause of this contract";

Paragraph (c)(3)(ii), the phrase "as may be specified in the contract";

Paragraph (d), the phrase "the contract shall be modified accordingly";
and

Paragraph (g), the phrase "the default clause of this contract."

In accordance with the Limitation of Funds (Fixed Price Contract: CLIN
3) clause, it is understood that \$87,801,114 has been obligated to this
contract for purposes of performance of CLIN 3. The contractor agrees
that any expenditures against this amount shall be for CLIN 3 effort
only. CLIN 3 funding and expenditures shall be kept separate and apart
from other funds that are currently obligated or which may become
obligated from time to time, for work other than for CLIN 3, under
clause 1852.232-77, Limitation of Funds (Fixed Price Contract) of this
contract.

> The contractor specifically recognizes and agrees that the
> \$87,801,114 obligated for CLIN 3 effort is the only funding currently
> available and that further funding for CLIN 3 effort may not become
> available. In accordance with paragraph (b) of 1852.232-77, Limitation
> of Funds (Fixed Price Contract: CLIN 3), the contractor agrees that
> the Government is not obligated to pay or reimburse the contractor
> more than the amount currently allotted to the contract for CLIN 3
> effort. The contractor further acknowledges that the Government has
> made no representation, assurance, or promise of any kind that
> additional funds may be obligated for performance of CLIN 3 effort and
> that, in fact, additional funds may never be obligated for CLIN 3
> effort. Any expenditures in excess of the amount obligated are
> specifically discouraged by the Government and will be at the
> contractor's own risk. (End of Clause)

H.2 (f) [LIMITATION OF FUNDS FIXED-PRICE CONTRACT]{.underline} (NASA
18-52.232-77) (MARCH 1989) for CLIN 3

\(a\) Of the total price of CLIN 3, the sum of \$87,801,114.00 is
presently available

for payment and allotted to this contract. It is anticipated that from
time to time additional funds will be allocated to this contract in
accordance with the following schedule until the total price of said
items is allotted:

> SCHEDULE FOR ALLOTMENT OF FUNDS
>
> **Date Amounts**
>
> OCT 01 15,300,000
>
> FEB 02 4,100,000

MAR 02 \$ 8,000,000

SEP 02 \$ 2,000,000

OCT 02 \$ 3,367,000

NOV 02 \$2,195,000

DEC 02 \$4,744,475

\(b\) 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 16, 2003.

\(2\) 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. (End
of Clause)

H.3 [REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS
OF]{.underline} [OFFERORS (JSC 52.209-90) (SEPTEMBER 1988)]{.underline}

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)]{.underline}

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]{.underline}

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

\\

H-3

and related services covering the same time-frame.

(End of clause)

H.6 [REPORTS OF WORK AND DOCUMENTATION]{.underline}

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]{.underline}

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]{.underline}

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 for all missions, with the exception
of Option Missions ordered pursuant to Article F.6.

H-4

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)

c\. Experiment-to-SPACEHAB rack or experiment-to-bulkhead, floor,
ceiling or unpressurized module rooftop integration hardware which does
not exist in the SPACEHAB inventory at the time the integration
requirement is identified.

d\. Experiment teleoperations software development

e\. 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.

f\. Quick External Science Tray (QUEST)

g\. SPACEHAB/Oceaneering Space Systems Box (SHOSS)

h\. New Mission-unique tunnel segments

i\. Active payloads greater than 20% of any logistics mission

j\. Non-standard mission templates

k\. Additional payload mass above the amount contracted for in the SOW.

> For the 12A.1 ISS logistics mission (STS-116) the Contractor shall
> provide the capability and services to launch up to 600 pounds of
> additional payload mass in the SPACEHAB Single Module (SM). This is
> additional payload mass above the 4,800 lb. SM contracted capacity, as
> limited by volumetric, performance, or other factors. The Government
> shall reimburse the Contractor \$2,660 per lb for payload gross mass
> on the 12A.1 mission that exceeds the 4,800 lb. contracted capacity.
> The amount of mass carried in the SM for which the Contractor is
> entitled to payment shall be determined from the final mass properties
> report provided to NASA by the Contractor after module late loading on
> the launch pad is complete. Payment for the added mass carried shall
> be made as part of the R+1 month final mission milestone payment.
>
> For the 13A.1 ISS logistics mission (STS-118) the Contractor shall
> provide the capability and services to launch up to 500 pounds of
> additional payload mass in the SPACEHAB SM above the 4,800 lb. SM
> contracted capacity, as limited by volumetric, performance, or other
> factors. The Government shall reimburse the Contractor \$2,660 per lb
> for payload gross mass on the 13A.1 mission that exceeds the 4,800 lb.
> contracted capacity. The amount of mass carried in the SM for which
> the Contractor is entitled to payment shall be determined from the
> final mass properties report provided to NASA by the Contractor after
> module late loading on the launch pad is complete. Payment for the
> added mass carried shall be made as part of the R+1 month final
> mission milestone payment.

(End of Clause)

H.9 [AGREEMENT CONCERNING EQUITABLE ADJUSTMENT FOR MODULE]{.underline}
[MALFUNCTION]{.underline}

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

H-5

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 [THIRD PARTY INDEMNIFICATION]{.underline}

ALLOCATION OF RISKS

1.  Under Section 308 of the National Aeronautics and Space Act of 1958,
    as amended (42 U.S.C. 2458b), the Government agrees, subject to the
    limitations contained in this clause, to indemnify the Contractor
    against claims by third parties, including the expenses of
    litigation, for Damage arising out of or related to performance of
    the contract during the Flight Risk Period.

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1.  The Flight Risk Period begins upon Space Shuttle rollout to the
    launch pad or with installation of a SPACEHAB module into the Space
    Shuttle, whichever occurs later; and ends prior to launch of the
    Shuttle upon removal of a SPACEHAB module or upon Space Shuttle
    rollback, whichever occurs first, or after launch when the Orbiter
    or the Shuttle Carrier Aircraft (SCA) with the Orbiter attached
    lands at the Kennedy Space Center.

2.  Damage means bodily injury to, or other impairment of health of, or
    death of, any person; damage to, loss of, or loss of use of any
    property; loss of revenue or profits; or other direct, indirect, or
    consequential damage.

3.  This indemnification applies only to the extent that claims by third
    parties are not compensated by insurance of the contractor. Also,
    the contractor shall not be indemnified for payments which are:

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(a) within the deductible amounts of any insurance policy that may cover
    such payments;

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(a) made to the Contractor's subcontractors, other than The Boeing
    Company, for liability incurred by that subcontractor; or

(b) made as settlement payments, unless such payments are agreed to by
    the United States Government.

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(5) The rights and obligations of the parties under this clause shall
    survive the completion, expiration, or termination of this contract.
    No payment shall be made by the Government under this clause unless
    the NASA Administrator or the Administrator's designee determines
    that the amount is just and reasonable.

    H-6

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(5) The Contractor agrees to:

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(a) promptly notify the Contracting Officer of any third party claim or
    suit against the Contractor for Damage, which may reasonably be
    expected to involve indemnification under this clause;

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(a) furnish evidence or proof of any such claim, suit or Damage in the
    manner and form required by NASA; and

(b) immediately furnish to NASA, or its designee, copies of all
    information pertinent to such claim or suit received by the
    Contractor.

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(7) The Government, at its election, may direct control or assist in the
    settlement or defense of any such claim or suit. The Government may
    make indemnification payments under this clause by making payments
    to the Contractor or its subcontractor, The Boeing Company, or
    directly to persons to whom the Contractor or its subcontractor, The
    Boeing Company, may be liable.

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(7) The Contractor may indemnify its subcontractor, The Boeing Company,
    in the same manner as defined in this clause. This indemnification
    shall provide, between the Contractor and The Boeing Company, the
    same rights and duties, and the same provisions for notice,
    furnishing of proof, and Government settlement or defense of claims
    as this clause provides.

(8) The Government's ability to make indemnification payments under this
    clause is subject to the availability of adequate appropriations;
    provided, however, that no authorized or existing NASA program be
    curtailed or terminated because of any indemnification payments made
    out of current existing appropriations. If adequate appropriations
    are not available as prescribed in this clause and in 42 U.S.C.
    paragraph 2458b, NASA will seek to obtain adequate appropriations to
    make indemnification payments under this clause.

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10. *Exclusion.* The Government's agreement to indemnify the Contractor
    against claims by third parties does not include claims by the
    Contractor's commercial customers leasing space in SPACEHAB's
    allocation of the module for any mission under the contract, and
    does not include claims by any of the commercial customers' related
    entities. The term "related entity," for purposes of this paragraph,
    means (i) a commercial customer's contractors or subcontractors at
    any tier; (ii) a commercial customer's users or customers at any
    tier; and (iii) a contractor or subcontractor of a commercial
    customer's user or customer at any tier.

> \(11\) The Contractor agrees to extend the waiver of liability set
> forth in paragraph (c)(1) of NFS 1852.228-72 to commercial customers
> leasing space in SPACEHAB's
>
> > H-7
>
> > allocation for any mission under the contract, by requiring them to
> > agree to waive all claims against the entities listed in paragraph
> > (c)(1).
>
> \(12\) The Contractor agrees to require its commercial customers to
> waive all claims against the Government, the Government's related
> entities, and employees of the Government or its related entities for
> damage arising out of activities done in implementation of agreements
> between the Contractor and its commercial customers for the lease of
> space in SPACEHAB's module allocation for any mission under the
> contract. The term "damage" has the same meaning as in NFS
> 1852.228-72(b)(2). The term "related entity," for purposes of this
> paragraph, means (I) the Government's contractors or subcontractors at
> any tier, excluding Spacehab and its subcontractors; (ii) the
> Government's users or customers at any tier; and (iii) contractors or
> subcontractors of the Government's users or customers.
>
> \(13\) If any commercial customer of the Contractor fails to execute
> either of the waivers specified in paragraphs 11 and 12 above, the
> Contractor agrees to indemnify the Government and the Government's
> related entities for liability resulting from claims of such customers
> or such customers' related entities.

H.11 [CONTINGENT PROPERTY LIABILITY]{.underline}

The Government agrees to pay the Contractor for any loss of or damage to
the Contractor's flight hardware that may occur during the Flight Risk
Period, up to a maximum limit of \$8,000,000. This obligation does not
apply to the extent that the loss or damage is compensated for by
insurance or otherwise, or when the loss or damage is caused by willful
misconduct, lack of good faith, or negligence on the part of the
Contractor.

The Flight Risk Period begins upon Shuttle rollout to the launch pad or
with installation of a SPACEHAB module into the Shuttle, whichever
occurs later; and ends prior to launch of the Shuttle, upon removal of a
SPACEHAB module or upon shuttle rollback, whichever occurs first, or
after launch, when the Orbiter or the Shuttle Carrier Aircraft with the
Orbiter attached lands at the Kennedy Space Center.