NAS15-10000

MOD 543 (S/A)

**Section B**

**Supplies or Services and Price/Cost**

NAS15-10000

MOD 1171(S/A)

**[PART I - THE SCHEDULE]{.underline}**

**[SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS]{.underline}**

####### B.1. ESTIMATED COST AND FEE {#b.1.-estimated-cost-and-fee .unnumbered}

A.  The total estimated cost of this contract is **\$10,239,330,149**
    and consists of the following:

Estimated Cost **\$9,715,804,742**

Exhibit D Estimated Cost \$ 510,225,407

Provisional Increase to Estimated Cost \$ **13,300,000**

The term "estimated cost" as used elsewhere in this contract means the
total estimated cost.

B.  The total costs and fees agreed to by the parties for this contract
    are as follows:

+---+-----------------------------+-----------+----------+-----------+
|   |                             | **Thru    | *        | **Thru    |
|   |                             | MOD       | *Delta** | MOD       |
|   |                             | 1167**    |          | 1171**    |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Exhibit A Estimated Cost    | **9,700,  | **15,4   | **9,715,  |
| \ | (Lines 2+3+4)               | 372,755** | 31.987** | 804,742** |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 2 | Estimated Cost              | **7,211,  | **15,4   | **7,227,  |
| \ |                             | 672,755** | 31,987** | 104,742** |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 3 | Estimated Cost for Letter   | 1,01      |          | 1,01      |
| \ | Contract                    | 4,000,000 |          | 4,000,000 |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 4 | Estimated Cost for PG       | 1,47      |          | 1,47      |
| \ | Definitization Period       | 4,700,000 |          | 4,700,000 |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 5 | Maximum Award Fee           | 20        |          | 20        |
| \ |                             | 3,361,199 |          | 3,361,199 |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 6 | FY2000 Forward Technical    | **94,     | **9      | **95,     |
| \ | Performance Pool            | 406,621** | 09,132** | 315,753** |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 7 | FY2000 Forward Cost         | **73,     | **7      | **74,     |
| \ | Performance Pool            | 708,233** | 37,912** | 446,145** |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 8 | Base Fee                    | **7,      | **       | **7,      |
| \ |                             | 374,737** | 33,770** | 408,507** |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 9 | Letter Contract Fixed Fee   | 8         |          | 8         |
| \ |                             | 1,000,000 |          | 1,000,000 |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Definitization Fixed Fee    | 9         |          | 9         |
| 0 |                             | 9,000,000 |          | 9,000,000 |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | FGB Fixed Fee               | 2,280,000 |          | 2,280,000 |
| 1 |                             |           |          |           |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Provisioning Item Orders -  | 224,083   |          | 224,083   |
| 2 | Fixed Fee                   |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Level of Effort Fixed Fee   | 27,348    |          | 27,348    |
| 3 |                             |           |          |           |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Fixed Fee                   | 8         |          | 8         |
| 4 |                             | 2,289,919 |          | 2,289,919 |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Exhibit D, LOE, Estimated   | 51        |          | 51        |
| 5 | Cost                        | 0,225,407 |          | 0,225,407 |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Exhibit D, LOE, Fixed Fee   | 854,000   |          | 854,000   |
| 6 |                             |           |          |           |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Exhibit D, LOE, Maximum     | 3         |          | 3         |
| 7 | Award Fee                   | 8,576,948 |          | 8,576,948 |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Exhibit D, LOE Maximum      | 1,750,000 |          | 1,750,000 |
| 8 | Special Rate                |           |          |           |
| \ |                             |           |          |           |
| . | Incentive Fee -- Earned     |           |          |           |
+---+-----------------------------+-----------+----------+-----------+
| 1 | Provisional Increase to     | **3,      | **10,3   | **13,     |
| 9 | Estimated Cost              | 000,000** | 00,000** | 300,000** |
+---+-----------------------------+-----------+----------+-----------+
| 2 | Total Contract Value        | **10,898, | **27,4   | **10,925, |
| 0 |                             | 451,250** | 12,801** | 864,051** |
| \ |                             |           |          |           |
| . |                             |           |          |           |
+---+-----------------------------+-----------+----------+-----------+

C.  Reserved

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D.  Reserved

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E.  Reserved

F.  Base Fee. Effective October 1, 1999, a Base fee pool is added to the
    contract. Base fee is defined in Attachment J-1, Section III.1. Base
    fee will be paid in monthly installments based on percent of
    completion of the work as determined by the Contracting Officer.

G.  The estimated cost of this contract is provisionally increased as
    shown in #19 above. This provisional increase results from the
    undefinitized contract item(s), which are listed below. This
    provisional increase will not affect the rights of either party to
    affect a definitive adjustment to the estimated cost in accordance
    with other applicable provisions of the contract.

> [Identification]{.underline} [Provisional Estimated Cost]{.underline}
>
> PPS Material Pool Proposal

2-115002-0555, dated 9/23/02:

(proposed @ \$26M) \$3,000,000

B-1

NAS15-10000

> MOD 1173 FUNDING

### B.2.A RESERVED

######### B.2.B RESERVED

**B.3 CONTRACT FUNDING**

(NASA 1852.232-81)(JUN 1990)

> For purposes of payment of cost, exclusive of fee, in accordance with
> the Limitation of Funds clause, the total amount allotted by the
> Government to this contract is \$10,133,627,567.06. This allotment is
> for all items and covers the following period of performance: From
> November 15, 1993 through February 21, 2003. The amount obligated
> under this contract for payment of fee is \$ 573,322,440.85
>
> The total obligated cost, plus fee is \$10,706,950,007.91.

(End of Clause)

**B.4 SCOPE OF WORK**

The Contractor shall, except as otherwise provided, furnish the
personnel, facilities, materials, services, and management necessary to
accomplish the requirements set forth in Section C, Statement of Work,
and as specified elsewhere in the contract.

(End of clause)

B-2

NAS15-10000

MOD 831 (S/A)

**B.5 FISCAL YEAR EXPENDITURE CONSTRAINTS**

1\. [Notification.]{.underline} In the event it is necessary to limit
the Contractor\'s fiscal year contract cost expenditures, in addition to
the amounts reflected in clause H.11 Annual Funding Profile, to
accommodate NASA fiscal constraints, the Contracting Officer shall so
notify the Contractor in writing.

2\. [Contractor Performance.]{.underline} Upon receipt of any such
notification, the Contractor shall proceed to tailor its contract
performance to accommodate such limitations, using its best efforts to
minimize program impact, and shall promptly advise the Contracting
Officer of significant actions taken or consequences expected.

3\. [Contract Changes.]{.underline} In the event contract changes are
issued when such a fiscal limitation is in effect, the Contracting
Officer shall advise concurrent with their issuance the extent, if any,
to which the limitation is changed.

4\. [Limitation Deemed a Change.]{.underline} The imposition of any
fiscal year expenditure limitation shall be deemed to be a change issued
pursuant to the \"Changes\" clause of this contract, and any equitable
adjustment resulting from any such limitation shall be effected in
accordance with the procedures of the \"Changes\" clause.

5\. [Limitation in Relation to Contract Funding.]{.underline}
Notwithstanding the Contractor\'s obligation to use its best efforts to
comply with any fiscal year limitation, nothing in this contract clause
shall be construed as modifying the clauses of this contract entitled
\"Limitation of Funds.\"

(End of clause)

**B.6 SUPERSEDURE**

This contract is the definitive contract contemplated by Letter Contract
NAS15-10000, and supersedes in its entirety said letter contract and
modifications 1-18, modifications 21-38, 40-47, modifications 49-54,
modification 62, and modification 63 (DDP #222). All work performed,
technical direction given, costs incurred, and payments made under said
letter contract shall be deemed to have been performed, given, incurred,
or made under this contract. The cost and fee(s) established in this
definitive contract represent full and complete settlement of letter
contract NAS15-10000 and the changes cited above and modifications
thereto. They do no represent a settlement of any modifications not
referenced above, nor Boeing\'s claim submitted under 2-1150-94-0434
dated January 3, 1995.

(End of Clause)

**B.7 PROVISIONING ITEM ORDERS - FIXED FEE**

The fixed fee of \$224,083 shall be paid to the Contractor upon
execution of supplemental agreement 384. The effort required by
provisioning items orders 2, 3, 7, and 20 were successful completed in
the last quarter of 1996.

**B.8 FEE APPROACH TO FGB FIXED FEE**

The fixed fee of \$2,280,000 shall be paid to the Contractor upon
successful completion of the FGB effort. The Contractor may
provisionally bill for this fee in five (5) equal installments during
the period of performance beginning 12/31/95. The installments, if any,
shall not be billed closer than 6 months apart, except for the last
installment which may be billed upon release of payment to KhSC of
milestone 25 in the KhSC subcontract.

B-3

> NAS15-10000

MOD 831 (S/A)

**B.9 OPTION 1 FOR ADDITIONAL ACTIVE RACK ISOLATION SYSTEMS (ARIS)
KITS**

1\. The Government reserves the right, at its sole option, to require
the Contractor to deliver Six additional ARIS kits (note: ARIS \"KITS\"
consist of an isolation system controller, actuator drivers, remote
electronics, accelerometers, isolation system actuators, an umbilical
assembly, and software).

2\. If the Government exercises this option on or before 6/30/96, the
price of the option is \$3,923,115, cost of \$3,679,485, incentive fee
\$171,815, and award fee \$171,815. The resultant contract shall include
all terms and conditions of the contract as it exists immediately prior
to the exercise of the option, except for the changes described below:

a\. Clause J-5 DELIVERABLE ITEMS LIST will be modified to incorporate
the following:

CHANGE BOEING NOMENCLATURE QTY DEST\'N DD250

[NO. ID.NO. DATE]{.underline}

0074 TBD ARIS KITS 1 MSFC 11/15/98

1 MSFC 11/15/98

1 MSFC 11/15/98

1 MSFC 03/15/00

1 MSFC 03/15/00

1 MSFC 03/15/00

> b\. Clause B.1 ESTIMATED COST AND FEE will be increased accordingly.

This option is exercisable only for an aggregate buy of six kits.

**B.10 OPTION 2 FOR ADDITIONAL ACTIVE RACK ISOLATION SYSTEMS (ARIS)
KITS**

> 1\. The Government reserves the right, at its sole option, to require
> the Contractor to deliver Six additional ARIS kits (note: ARIS
> \"KITS\" consist of an isolation system controller, actuator drivers,
> remote electronics, accelerometers, isolation system actuators, an
> umbilical assembly, and software).
>
> 2\. If the Government exercises this option on or before 5/14/97, the
> price of the option is \$4,350,617. Cost of \$3,969,641, Incentive Fee
> of \$190,538, and Award Fee of \$190,538. The resultant contract shall
> include all terms and conditions of the contract as it exists
> immediately prior to the exercise of the option, except for the
> changes described below:
>
> a\. Clause J-5 DELIVERABLE ITEMS LIST will be modified to incorporate
> the following:

CHANGE BOEING NOMENCLATURE QTY DEST\'N DD250

[NO. ID.NO. DATE]{.underline}

0074 TBD ARIS KITS 1 MSFC 11/15/98

1 MSFC 11/15/98

1 MSFC 11/15/98

1 MSFC 03/15/00

1 MSFC 03/15/00

1 MSFC 03/15/00

B-4

NAS15-10000

MOD 1036 (S/A)

> b\. Clause B.1 ESTIMATED COST AND FEE will be increased accordingly.

This option is exerciseable only for an aggregate buy of six kits.

**B.11 LEVEL-OF-EFFORT (COST)**

NOTE: This clause applies only to the work authorized under paragraph
1.10 of the Statement of Work, Exhibit A and under Statement of Work,
Exhibit D of this contract.

The Contractor shall, subject to the terms and conditions hereof,
furnish the man-hours required to perform the work described in Section
1.10 of Exhibit A Statement of Work and Exhibit D Statement of Work as
set forth below:

\(1\) The Contractor shall provide not less than 195,361 direct labor
hours (including overtime) nor more than 217,068 direct labor hours
(including overtime) in accomplishing the work set forth in Exhibit A,
Paragraph 1.10 through contract completion (reference Section F, Article
F.1.A Completion of Work -- Exhibit A). Authorization of technical
definition through March 31, 1999, will be issued under Exhibit A.

\(2\) Based on a level of effort target of 4,523,151 hours, the
Contractor shall provide not less than 4,206,530 direct labor hours
(including overtime) nor more than 4,839,772 direct labor hours
(including overtime) in accomplishing the work set forth in Exhibit D
for the Period from

October 1, 1997 through September 30, 2001. Authorization of technical
definition beginning April 1, 1999 through September 30, 2000, will be
issued under Exhibit D.

\(3\) \"Direct labor hours\" are those productive hours (including
business support) expended by Contractor personnel and subcontractor
personnel, as necessary, in performing work under paragraph 1.10 of
Exhibit A Statement of Work and Exhibit D Statement of Work of this
contract that are charged as direct labor under the Contractor\'s
established accounting policy and procedures. Houston's direct contract
labor hours include contract labor hours converted to purchase labor
hours, except for technical definition.

\(4\) Once the maximum number of direct labor hours is reached or the
contract term has ended, the Contractor\'s obligations under the
contract are fulfilled, even though the specified work may not have been
completed. The Contractor is not authorized to exceed the maximum of the
direct labor hours specified in paragraph (1) or (2) of this clause. Any
estimated cost and fee(s) adjustments for additional direct labor hours
shall be based solely upon those hours being added to the maximum number
of direct labor hours specified in this clause.

(5) The fee, if any, is based upon the furnishing of at least the
    specified minimum number of direct labor hours, including
    subcontract hours. If the Contractor provides less than that
    specified minimum number of hours prior to expiration of the
    contract term, and the Government has not invoked its rights under
    the Termination clause of this contract to adjust the contract for
    such reduced effort, the Contracting Officer may unilaterally make
    an equitable downward adjustment to the contract fee. The downward
    adjustment in fee will be based upon the difference between the
    minimum direct labor hours specified under this clause and the
    amount of direct labor hours provided by the Contractor. Prior to
    making such an adjustment, the Contracting Officer will request the
    Contractor to provide a written discussion of any extenuating
    circumstances (e.g.,

B-5

NAS15-10000

MOD 831 (S/A)

productivity improvements or reductions in contract scope) which
contributed to the underrun. Any information provided by the Contractor
will be considered by the Contracting Officer in determining the amount
of the downward adjustment in fee.

(End of clause)

**B-12 OPTION FOR THE INCREMENTAL INCREASE OF EFFORT REQUIRED DURING**

**CONTRACT PERFORMANCE -- EXHIBIT A, PARAGRAPH 1.10** (JSC 52.217-91)

(JAN 1990)

The Government may increase the number of labor-hours required to be
furnished during the period of performance by an amount ranging from 1
to 10,853 labor-hours for paragraph 1.10 of the Statement of Work of
this contract. If the Government elects to exercise its option to

increase the number of labor-hours to be furnished, the Contractor will
be so notified by a contract amendment executed by the Contracting
Officer. The terms and conditions relating to the Government's option
rights as provided herein are as follows:

a.  The Government may increase the labor-hours to be furnished (up to
    the maximum amount specified) by the exercise of one option, or by
    the exercise of multiple options, during the

    period of performance.

b.  If the Government exercises one or more options pursuant to this
    provision, the estimated cost and fee values will be increased as
    follows:

For paragraph 1.10 under the Statement of Work (Section C) of this
contract:

i.  For options through December 31, 1998, the estimated cost, award
    fee, and

> incentive fee will be increased by \$86.71, \$0, and \$0 respectively,
> for every hour
>
> ordered by the exercise of an option.

c.  The total direct labor hours for the year for which additional
    labor-hours are ordered will be increased by the amount specified by
    the Contracting Officer in the contract amendment effecting the
    exercise of the option.

**B.13 OPTION FOR THE INCREMENTAL INCREASE OF EFFORT REQUIRED DURING**

######### CONTRACT PERFORMANCE - EXHIBIT D 

A.  The Government may increase the number of labor-hours required to be
    furnished by an amount ranging from 1 to 376,879 labor-hours for
    Section C, Exhibit D, Statement of Work. The terms and conditions
    relating to the Government's option rights as provided herein are as
    follows:

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1)  The Government may increase the labor-hours to be furnished (up to
    the maximum amount specified above) by the exercise of one option,
    or by the exercise of multiple options, during the period of
    performance for Exhibit D. The Government may increase the number of
    labor-hours required to be furnished during any Government Fiscal
    Year (GFY).

2)  If the Government exercises one or more options pursuant to this
    provision, the contractor will be so notified by a contract
    amendment executed by the Contracting Officer.

B-6

NAS15-10000

MOD 831 (S/A)

B.  The estimated cost and fee values will be increased by the following
    amounts for every hour ordered by the exercise of an option:

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1)  

2)  

3)  

4)  

5)  (End of Clause)

B-7

NAS15-10000

MOD 1117 (S/A)

**B.14 OPTION FOR ADDITIONAL LAMP HOUSING ASSEMBLIES (LHAs) AND**

**BASEPLATE/BALLAST ASSEMBLIES (BBAs).**

1.  The Government reserves the right, at its sole option, to require
    the Contractor to deliver 100 LHAs and 4 BBAs.

2.  If the Government exercises this option on or before September 30,
    2002, the price of the option is \$4,465,984, cost of \$4,060,031,
    and award fee of \$405,953. The resultant contract shall include all
    terms and conditions of the contract as it exists immediately prior
    to the exercise of the option, except for the changes described
    below:

    a.  Contract Attachment J-9 DELIVERABLE ITEMS LIST -- PROVISIONING
        ITEM ORDERS will be modified to incorporate the following:

UNIQUE PART DD250

[ID NUMBER NOMENCLATURE NUMBER QTY DEST'N DATE]{.underline}

PO64-07 Lamp Housing Asm. 219010 20 KSC/PPS 03/31/03

PO64-08 Lamp Housing Asm. 219010 20 KSC/PPS 05/30/03

PO64-09 Lamp Housing Asm. 219010 20 KSC/PPS 07/30/03

PO64-10 Lamp Housing Asm. 219010 20 KSC/PPS 09/30/03

PO64-11 Lamp Housing Asm. 219010 20 KSC/PPS 12/01/03

PO64-12 Baseplate Ballast Asm. 219011 04 KSC/PPS 12/01/03

b.  Clause B.1 ESTIMATED COST AND FEE will be increased accordingly.

B-8