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EXHIBIT 10.66
SPACEHAB, INC. LETTERHEAD
Date: 28 April 1997
CHANGE ORDER
to
AGREEMENT between SPACEHAB, Inc.
and the UAB Research Foundation
Dated July 15, 1996
To: From:
Xxxxx Xxx SPACEHAB, INC.
UABRF 0000 Xxxxxx Xxxx Xxxx
000 Xxxxx 00xx Xxxxxx Xxxxx 000
Xxxxx 0000X Xxxxxx, XX 00000
Xxxxxxxxxx, XX 00000
WHEREAS SPACEHAB, Inc. desires to purchase the "Optional Services" set forth in
the Statement of Work ("SOW") to subject Agreement, UABRF is directed to perform
the tasks described in the SOW, (Section II. Optional Services) and the parties
hereby agree to the following changes to the Agreement.
1. Paragraph 2 is deleted in its entirety and replaced with the following:
"2. SHI shall pay UABRF a fixed price of $629,294 for all of the "Standard
Services" hardware, supplies and services pursuant to the SOW, and a
fixed price of $134,635 for the "Optional Services" set forth in the
SOW if requested by XXX. Payment shall be made as follows for the
Standard Services:
$40,000 upon submission of this Agreement to UABRF (hereby
acknowledged and accepted by UABRF)
$211,717 within 20 days of execution of this Agreement by
XXX
$125,859 upon UABRF/CMC's delivery to SHI of Phase III
Safety Data Package on or before November 1, 1996
(currently L-6mos.)
$125,859 upon delivery of all flight hardware due hereunder
to SHI's Payload Processing Facility at L-2 mos.
(currently March 1, 1997)
$125,859 on L+1 mo. (currently June 1, 1997)
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UAB/SPACEHAB, Inc. Agreement
Change Order
April 28, 1997
Payment for the $61,080 of Optional Services shall be made within 30 days of
request for such services by SHI or by December 15, 1996, whichever is later."
2. Exhibit A, SHI/UABRF STATEMENT OF WORK is amended as follows:
II. OPTIONAL SERVICES (IF REQUIRED) B. is deleted in its entirety and replaced
with the following.
"B. Provision of passive thermal containers and internal refrigerant
and packing materials required to transport the required quantity of sample
blocks from the UAB CMC to Tokyo's Narita Airport via commercial airliner.
Purchase of a dedicated passenger compartment seat onboard the aircraft to
safely accommodate and protect these containers. Provision of a trained
technical to accompany these crystal-laden containers to a designated place in
head office of Mitsubishi Corporation."
Except as hereby modified, all conditions of said agreement as heretofore
modified, remain unchanged and in full force and effect.
/s/ Xxxxx Xxxxxxxx
---------------------------- ----------------------------------
Xxxxx Xxxxxxxx UAB Research Foundation
SPACEHAB, Inc.
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AGREEMENT
This agreement ("Agreement") is made this 15th day of July, 1996, between
SPACEHAB, Incorporated in Washington state, with its principal offices located
in Vienna, Virginia ("SHI") and the UAB Research Foundation ("UABRF") on behalf
of The University of Alabama at Birmingham Center for Macromolecular
Crystallography, located in Birmingham, Alabama ("CMC").
WHEREAS SHI has contracted with Mitsubishi International Corporation
to provide NASDA with certain experiment flight hardware and related services
for conducting microgravity protein crystal growth experiments on the Space
Shuttle STS-84 SPACEHAB Double Module mission no sooner than May 1997; and
WHEREAS SHI desires to lease UABRF/CMS's Commercial Vapor Diffusion
Apparatus ("CVDA") and certain UABRF/CMS's, to provide said hardware and
services to NASDA as part of the requirements under the NASDA Contract and
WHEREAS desire to provide said CVDA and related services to SHI
through a subcontract win CMC for the aforesaid purpose;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties agree as follows:
1. UABRF/CMC shall provide to SHI and SHI's customers NASDA, at the times
and locations set forth therein, all the hardware, supplies and
services set forth in the Statement of Work ("SOW') attached hereto as
Exhibit A and incorporated herein by the reference.
2. SHI shall pay UABRF a fixed price of $629,294 for all of the "Standard
Services" hardware, supplies and services pursuant to the SOW, and a
fixed price of $123,555 for the "Optional Services" set forth in the
SOW if requested by XXX. Payment should be made as follows for the
Standard Services:
$40,000 upon submission of this Agreement to UABRF (hereby
acknowledged and accepted by UABRF)
$211,717 within 20 days of execution of this Agreement by
XXX
$125,859 upon UABRF/CMC's delivery to SHI of Phase III
Safety Data Package on or before November 1, 1996
(currently L-6 mos.)
$125,859 upon delivery of all flight hardware due hereunder
to SHI's Payload Processing Facility at L-2 most
(currently March 1, 1997)
$125,859 or L+1 mo. (currently June 1, 1997)
Payment for the $123,555 of Optimal Services shall be made within 30
days of request for such services by SHI or by December 15, 1996,
whichever is later.
3. UABRF/CMC warrants that the CVDA hardware being provided hereunder is
designed for the particular use intended herein.
4. UABRF/CMC shall indemnify arid its customer, Mitsubishi and NASDA,
against any and all
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citrons or actions brought by any third parties based upon the
negligent acts or omissions in UABRF/CMC'S performance of this
agreement.
5. SHI and UABRF/CMC acknowledge that performance of the services
described in this Agreement and the SOW depends upon the agreements
governing NASA's lease of the SHI module for STS-84 or any ether
missions covered herein ("USA Contracts"). Any changes to these
NASA/SHI agreements that are imposed by NASA and which prevent the
performance contemplated herein shall not constitute a breach of this
agreement by either SHI or UABRF/CMC. In the event of such charges by
NASA, SHI and UABRF agree to negotiate an equitable adjustment to this
Agreement that satisfies both parties as well as NASA's new
requirements. If there are any conflicts between this Agreement and the
requirements of the NASA contracts applicable to this Agreement, the
NASA Contracts terms and conditions shall take precedence. UABRF/CMC
shall execute a Cross -Waiver of Liability if required by such NASA
Contracts.
6. SHI and UABRF/CMC shall exchange all documents and information required
for each party to fulfill its responsibilities under this Agreement. In
the event technical data required to he furnished to UABRF/CMC under
this Agreement is considered by SHI or its customer Misubishi/NASDA to
be proprietary or a trade secret such shall inform SHI that the date is
considered proprietary or trade secret and any data so provided shall
be conspicuously marked "Proprietary" or "Trade Secret" prior to
submittal to UABRF/CMC. UABRF/CMC agrees that the data will not,
without permission, be duplicated, used or disclosed by UABRF/CMC or
its Contractors and subcontractor for any propose other than as
necessary to carry out UABRF/CMC's obligation hereunder. All data
(including data reduction and analysis) obtained or derived as a result
of the activities contemplated herein shall be the property of SHI's
customer MUSUBISHI/NASDA, and, in order to protect trade secrets and
other property rights in such data, UABRF/CMC shall maintain such data
in confidence. UABRF/CMC will not acquire, as a result of launch and
associated services under this Agreement, any rights to such properly
rights, except the right to use duplicate, and disclose such data as
set forth herein.
7. UABRF/CMC shall obtain any permit or license that may be required to
provide the services to be furnished under this Agreement.
8. Notwithstanding any other provisions herein, SHI shall not be obligated
to pay the amounts set for in paragraph number 2 above in the event
STS-84 is canceled or indefinitely delayed and SHI does not arrange for
another Space Shuttle mission launch to carry the NASDA experiments
which are the subject of this Agreement, or SHI's customer declines,
for whatever reason, to contact with SHI or otherwise to participate in
the contemplated experiments. In the event of any of the above
occurrences, SHI shall not be required to make any payments not due
before such occurrence and UABRF/CMC shall be entitled to retain any
payments made prior to such occurrence only to the extent such payments
represent actual performance by UABRF/CMC up to the date of such
occurrences.
9. Neither party shall assign the rights under this Agreement to any
person or entity without The Often approval of the over party.
10. All notices, requests, demands, and other communication hereunder shall
be in writing and shall be either (1) personally delivered, (2) sent by
U.S. mail or reputable overnight delivery service, or (3) transmitted
by facsimile machine as follows:
To SHI: Xxxxx Xxxxxxxx
Contracts Administrator
SPACEHAB, Inc.
0000 Xxxxxx Xxxx Xx.
Vienna, Virginia 22182
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To UABRF/CMC: Xxxxx Xxx
UABRI:
1120 G Administration Building
000 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
The effective date of each notice, demand, request or other
communication shall be deemed to be: (1) the date of receipt if
delivered personally or by mail or overnight delivery service, or (2)
the date of transmission if by facsimile. Either party may change its
address or designee for purpose hereof by informing the other party in
writing of such action and the effective date of such change.
11. The parties hereto desire and agree that any controversy or claim
arming out of, or relating to his Agreement, or breach thereof, shall
be settled by arbitration in Tysons Corner, Virginia, in accordance
with the rules of the American Arbitration Association, and final
judgment upon the award rendered may be entered in my court having
jurisdiction thereof.
12 This Agreement constitutes the complete agreement and understanding
with respect to the subject matter hereof between the parties.
Reviewed By:
CMC SPACEHAB, Inc.
By: /s/ Xx. Xxxxxxxx X. XxXxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ---------------------
Name: Xx. Xxxxxxxx X. XxXxxxx Name: Xxxxxxx X. Xxxxxx
---------------------------- ---------------------
Title: Director Title: General Counsel and
---------------------------- ---------------------
Director of Contracts
---------------------
UABRF
By: /s/ Xxxxxxx X. Xxxxxx, Ph.D.
----------------------------
Name: Xxxxxxx X. Xxxxxx, Ph.D.
----------------------------
Title: Executive Director
----------------------------
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EXHIBIT A
SHI/UABRF STATEMENT OF WORK
OBJECTIVE:
Provide engineering and science support to SPACEHAB's
customer, the NASDA organization, in order to perform protein crystal growth
experiments in microgravity currently scheduled on STS-84 utilizing hardware
developed and services provided by UABRF/CMC.
I. STANDARD SERVICES
A. UABRF/CMC will provide a means for the NASDA organization to perform
protein crystal growth experiments in hardware designed and built by
the University of Alabama at Birmingham. The hardware will be managed
and integrated by the UABRF/CMC engineering staff. All safety and
integration data will be generated and submitted by UABRF/CMC, with the
exception of the sample list which will have to be provided by the
NASDA organization.
B. The Commercial Vapor Diffusion Apparatus (CVDA) will be used as the
vehicle for growing protein crystals by vapor diffusion. The CVDA
hardware will be flown in a CRIM in order to maintain the thermal
environment of the crystal growth hardware.
C. UABRF/CMC will act as the primary point of contact for hardware and
operational requirements, development and implementation.
D. UABRF/CMC will provide ground based hardware and procedures for
determining the proper protein crystal growth conditions in
microgravity. The ground hardware will be sent to NASDA approximately
eleven months before launch.
E. UABRF/CMC will obtain all certifications necessary for flight
(including but not limited to flight and ground safety certifications).
F. Provide mission specific experiment familiarization and "hands on"
training sessions to the flight crew and to NASDA technical and
scientific personnel as required to support ground operator, PI and
flight crew training at U.S. and Japanese locations. This includes
provision of the required training and/or flight hardware at the
location of the training session.
G. UABRF/CMC will perform/support timeline specific training at the
SPACEHAB Payload Processing Facility (SPPF)
H. UABRF/CMC will support all JSC mission simulations required to complete
flight and ground control team preparation mission milestones.
I. UABRF/CMC will be responsible for developing an "Acceptance Data
Package" that will enable the Commercial Protein Crystal Growth
Hardware to be processed at Xxxxxxx Space Center pre-flight and
post-landing.
J. UABRF/CMC will also provide all the necessary equipment and personnel
at KSC and JSC to support pre-mission integration and real-time mission
operations.
K. UABRF/CMC will provide badging for all NASDA personnel required at KSC
to support loading of the required space hardware and at JSC to support
real-time mission operations.
L. UABRF/CMC will provide transportation, personnel, and equipment at the
landing site in order to
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bring the samples back to UABRF/CMC for deintegration and analysis.
M. All experiment mission parameters (e.g., temperature setting, length of
experiment) will be determined by the NASDA organization and submitted
to UABRF/CMC for incorporation into the integration documentation. All
requirements must fall within the STS middeck & CRIM capabilities.
N. All Mission specific interface verification data will be submitted by
UABRF/CMC with inputs on sample toxicity from the NASDA PI.
O. Photo documentation of flight-grown crystals, if desired, will be
performed by UABRF/CMC personnel.
II. OPTIONAL SERVICES (IF REQUIRED)
A. UABRF/CMC will provide three X-ray data collection facilities (one image
plate detector and two multiwire detectors) for a two week period
immediately following the flight. A UABRF/CMC crystallographer will provide
technical assistance during this data collection period.
B. Provision of passive thermal containers and internal refrigerant and packing
materials required to transport the required quantity of sample blocks from
the UABRF/CMC to Tokyo's Narita Airport via commercial airliner. Purchase of
a dedicated passenger compartment seat onboard the aircraft to safely
accommodate and protect these containers. Provision of a trained engineer to
accompany these crystal-laden containers.
