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EXHIBIT 10.47
Letter Contract No. SHB 1014
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LETTER AGREEMENT
To: XxXxxxxxx Xxxxxxx Aerospace - Huntsville
Address: 000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx XxXxxxx
Contract Administrator
Dear Xx. XxXxxxx:
1. SPACEHAB, Inc. ("SPACEHAB"), hereby commercially contracts with
XxXxxxxxx Xxxxxxx Aerospace - Huntsville (hereinafter referred to as
"MDA-Huntsville" or "Seller"), a division of the XxXxxxxxx Xxxxxxx
Corporation, for 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 Integrations 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.
2. Except as otherwise expressly provided herein, Seller is directed, upon
its execution of this contract to proceed immediately to procure the
necessary materials and to commence performance of the services
contemplated herein, and to pursue such work with all diligence within
the funding parameters set forth in paragraph 3 below.
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 $998,386 ("Maximum Amount").
4. It is expected that a successor contract, incorporating and superseding
this document, will be negotiated and executed between the parties as
defined below. The parties agree to promptly begin good faith
negotiation of the terms of the successor contract in accordance with
the following schedule:
Receipt of Proposal
Proposal Supplement 29 August 1997
Evaluation Complete 12 September 1997
Negotiation Complete 19 September 1997
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Letter Contract No. SHB 1014
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Definitized Contract Signed 30 September 1997
The parties shall, as soon as possible after submission of the proposal
by Seller, negotiate and agree to a final and complete Statement of
Work (SOW).
5. This Letter Agreement shall terminate automatically (unless otherwise
agreed to by the parties in writing) when the total of all payment
obligations incurred by SPACEHAB hereunder reaches the Maximum Amount,
and SPACEHAB shall not be liable for nor pay any amount above the
Maximum Amount regardless of Seller's actual incurred costs hereunder.
Seller shall notify SPACEHAB in writing before reaching the Maximum
Amount. Such written notice shall include: (i) a proposed new Maximum
Amount; (ii) an extension of the period of performance if necessary;
and (iii) appropriate supporting information. Upon receipt of said
notice, SPACEHAB may at its sole discretion amend this Letter Agreement
to increase the Maximum Amount and/or the time of performance.
6. This contract authorizes xxxxxxxx hereunder to be submitted to SPACEHAB
on a monthly basis. Payments shall be due within 30 days after
SPACEHAB's receipt of invoices therefore (and, if requested, reasonable
supporting documentation) to:
XxXxxxxxx Xxxxxxx Aerospace
X.X. Xxx 000
Xx. Xxxxx, Xx 00000
Attn: Accounts Receivable
7. SPACEHAB may unilaterally decrease the Maximum Amount by issuing to
Seller an Administrative Contract Funding Order ("Change Order") signed
by a duly authorized representative of SPACEHAB; provided, however,
that such decrease does not reduce the Maximum Amount below reasonable
costs incurred under paragraph 4, (plus an 12% fee) up to the date of
the Change Order and those reasonable costs which unavoidably continue
after such date (Seller shall discontinue incurring such costs as soon
as possible after notice of such Change Order reduction), the
reasonable costs of settling terminated subcontracts, if any, and
protecting and disposing of termination inventory. Upon receipt of such
Change Order, Seller shall immediately stop work hereunder except as
expressly permitted therein.
8. Period of performance: 7/31/97 - 9/30/97
9. This Contract shall be governed by and construed according to the laws
of the State of Delaware.
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Letter Contract No. SHB 1014
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10. The parties agree that the implied warranties of MERCHANTABILITY and
fitness for a particular purpose and all other warranties, express or
implied, are EXCLUDED and shall not apply to the goods and services
sold under this letter contract. In no event shall Seller or SPACEHAB
be liable under any legal theory for incidental or consequential
damages, including, but not limited to, incidental or consequential
damages for lost profits, lost sales, or loss of use.
11. Indemnity - SPACEHAB, Inc. shall indemnify and save harmless Seller,
its subcontractors and any officers, directors, employees, and agents
of any of them (collectively referred to hereafter as the "Indemnitee")
from any liability and expense on account of loss of or damage to the
property of third parties (including the U.S. Government) or bodily
injury to any person, including death, caused by or resulting from the
use of the goods furnished hereunder and/or arising from the provision
of services hereunder excepting only such loss, damage, or injury
caused by the Indemnitee's gross negligence or willful misconduct, and
subject to Seller's compliance with paragraph 10, SPACEHAB, Inc. shall
defend any suits or other proceeding brought against the Indemnitee
related to the use of goods furnished or services provided hereunder
and shall pay all reasonable expenses and satisfy all judgments which
may be incurred or rendered against the Indemnitee in connection
therewith to the extent such expense or judgment has not resulted from
the gross negligence or willful misconduct of the Indemnitee. Seller
shall give SPACEHAB, Inc., prompt written notice of any claim of such
loss, damage, or injury and shall cooperate with SPACEHAB, Inc. and its
insurers in every reasonable way in defending against such claim. In no
event shall the indemnitee compromise or settle any claim without
SPACEHAB's written consent. SPACEHAB, Inc. shall obtain insurance,
naming Seller as a coinsured, against such liabilities to third parties
as are referred to in this paragraph.
12. Provisions for Execution - Seller and SPACEHAB shall execute two (2)
copies of this Letter Agreement, one original for each party.
13. Confidentiality - The party receiving any data, documents, drawings,
models and other information and intellectual property pursuant to this
Letter Agreement ("receiving party") shall keep all such information
confidential and not disclose any information made available to it by
the disclosing party in connection with this Letter Agreement to 1) any
third party or 2) any receiving party employee, consultant or agent
without a need to know. The receiving party shall return to the
disclosing party all such confidential information in whatever medium
it exists upon the disclosing party's request.
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Letter Contract No. SHB 1014
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14. Key Personnel
The personnel listed below are considered essential to the work being
performed under this contract. Before removing, replacing, or diverting
any of the listed personnel, MDA shall notify SPACEHAB, Inc. in
advance, and shall provide rationale including identification and
qualifications of candidate replacement, and shall not remove, replace
or divert such personnel without SHI's written consent, which shall not
be unreasonably withheld. In such event, the list of personnel shall
then be amended accordingly.
Key Personnel Title/Position
X. X. Xxxxx Director, SPACEHAB Program
X. X. Xxxx SPACEHAB Chief Mission Manager
X. X. Xxxxx Senior Manager, SPACEHAB Integration & Operations
E. L. Streams Senior Manage, SPACEHAB Product Engineering
X. X. Xxxxxx Senior Manager, SPACEHAB Ground Operations
SPACEHAB, Inc. XxXxxxxxx Xxxxxxx Aerospace
Huntsville
By /s/ Xxxxx Xxxxxxxx By /s/ Xxxxx XxXxxxx
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Typed Name Xxxxx Xxxxxxxx Typed Name Xxxxx XxXxxxx
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Title Contracts Administrator Title Contract Administrator
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Date Date
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