80LARC17C0004 Award - Redacted - Final.pdf

80LARC17C0004

Base Award

COOPERATIVE AGREEMENT TERMS AND CONDITIONS

Effective as of the date of Supplement 113, for all activities except activity 2A38 (Advanced Composites Consortium Integrator), all references to 14 CFR 1260 PROVISIONS AND SPECIAL CONDITIONS in this Cooperative Agreement are rescinded and replaced by the following TERMS and CONDITIONS. All work carried out under Activity 2A38 shall be performed in accordance with its separately negotiated provisions that supersede the terms and conditions contained within the Cooperative Agreement NNL09AA00A, for this activity only. This cooperative agreement is subject to all applicable laws and regulations of the United States in effect on the date of this award, including, but not limited to 2 CFR Part 200 and Part 1800.

Throughout the Terms and Conditions, the term “award” refers to “cooperative agreement” unless otherwise indicated.

THE FOLLOWING TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE:

Location Title Date Appendix A to 2

CFR Part 25 Universal Identifier and System of Award Management

DEC 2014

Appendix A to 2 CFR Part 170

Reporting Subawards and Executive Compensation DEC 2014

2 CFR Part 182 Government-wide requirements for Drug-Free Workplace

DEC 2014

2 CFR Part 175.15

Trafficking in persons. DEC 2014

§ 1800.900 Terms and Conditions OCT 2015 § 1800.901 Compliance with OMB Guidance on Uniform

Administrative Requirements, Cost Principles, and Audit Requirements for Federal awards.

OCT 2015

§ 1800.903 Extensions. OCT 2015 § 1800.904 Termination and Enforcement. OCT 2015 § 1800.905 Change in Principal Investigator or Scope. OCT 2015 § 1800.906 Financial Management. OCT 2015 § 1800.907 Equipment and Other Property. OCT 2015 § 1800.908 Patent Rights. OCT 2015 § 1800.909 Rights in Data. OCT 2015 § 1800.910 National Security. OCT 2015 § 1800.911 Nondiscrimination. OCT 2015 § 1800.912 Clean Air and Water. OCT 2015 § 1800.913 Investigative Requirements. OCT 2015 § 1800.914 Travel and Transportation. OCT 2015 § 1800.915 Safety. OCT 2015 § 1800.916 Buy American Encouragement. OCT 2015 § 1800.917 Investigation of Research Misconduct. OCT 2015 § 1800.918 Allocation of Risk/Liability. OCT 2015

(Updated in S/A 113) Provisions incorporated by reference have the same force and effect as if they were given in full text. The provisions listed above are contained in the Code of Federal Regulation (2 CFR Parts 25, 170, 175, 182, 200, and 1800) The CFR can be accessed electronically at: http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200 main 02.tpl or copies are available in most libraries and for purchase from the Superintendent of Documents, Government Printing Office, Washington, D.C. 20402. OMB Circulars referenced in the provisions can be accessed electronically at:

https://www.whitehouse.gov/omb/circulars default/ or may be obtained from the Office of Administration, Publications Unit, New Executive Office Building, Washington, D.C. 20503. An index of existing OMB Circulars is contained in 5 CFR 1310.

Federal Acquisition Regulation (FAR) Clauses Incorporated By Reference:

52.223-5 Pollution Prevention and Right-To-Know Information May 2011 52.223-6 Drug-Free Workplace May 2001

The full text of a FAR clauses may be accessed electronically at these addresses:

https://www.acquisition.gov/browsefar

NATIONAL INSTITUTE OF AEROSPACE

http://www.ecfr.gov/cgi-bin/text-https://www.whitehouse.gov/omb/circulars_default/ http://www.acquisition.gov/browsefar

COOPERATIVE AGREEMENT – SCOPE OF WORK

1.0 Objectives of the Cooperative Agreement

The objective of this Cooperative Agreement is to facilitate the establishment and operation of a research and education institute. The goal of the Institute is to foster and advance the partnership of NASA with the research and education community in the accomplishment of the science and research programs at NASA Langley Research Center (LaRC). This agreement will allow for substantial involvement in the form of collaboration between NASA LaRC and the Institute, as well as the joint development of research and education programs in support of the Agency’s mission. This agreement will:

(a) Provide for the administration and infrastructure functions of the Institute:

• Develop and implement all infrastructure and support functions required to establish and sustain the Institute

• Manage the research, educational, and outreach programs

• Develop and submit the Annual Performance Plan

(b) Provide for cooperative and collaborative research activities established through the Annual Performance Plan:

• Conduct leading-edge research to accomplish broad NASA objectives through stimulating or supporting the acquisition of knowledge or understanding of the subject

• Support graduate student research projects including those that are conducted with close mentorship by NASA researchers (Includes tuition, stipend, and reasonable faculty advisor support)

• Initiate alliances that include industry or other associate members to concentrate research efforts on specific technical barrier problems

(c) Provide for the educational activities of the Institute:

• Recruit graduate students and implement a graduate research assistant program

• Recruit world-class professors and implement the Distinguished Professor Program

• Assign other faculty as needed to the Institute

• Conduct seminars, lectures, colloquia, and visitor programs, which support the Institute’s and NASA’s general mission and objectives or which stimulate future research initiatives

• Develop innovative education curricula in new fields of science and engineering, particularly those related to cross-disciplinary activities

• Develop and exploit new learning concepts appropriate to the science and engineering curricular of the Institute

(d) Incubate and stimulate the commercialization of new intellectual property developed through the Institute’s activities, including radical ideas and disruptive technologies

(e) Promote aerospace science and engineering and provide outreach to the region and nation:

• Conduct public seminars, lectures, and continuing education programs in research and education topics, which support the Institute’s and NASA’s general mission and objectives

• Support education programs and pilot programs or research to improve and enhance student performance in science, mathematics, technology, or related fields

2.0 Areas of Interest

The NASA Langley Research Center has broad research interests in aerospace and atmospheric sciences, which continually evolve based on the Agency’s and national priorities. Currently, and for the purpose of this Cooperative Agreement, the following technical areas are considered to be of high interest:

2.1 Systems Analysis, Advanced Concepts and Mission Analysis

• Research Objective: Identify and perform studies for decision makers that provide sensitive information such as architectures, advanced concepts, and systems and technology trades to NASA and other government agencies to enable informed programmatic and technical decisions.

• Key Emerging Technologies:

- Campaign Assessment tools to enable Lunar and Mars campaigns

- Paradigm-shifting systems based on advanced concepts

- Safe and affordable transportation systems that enable travel between Earth and space

- Robotic system technologies that enable immersive virtual human exploration

• Required Technical Capabilities:

- Aerospace systems analysis expertise addressing the full spectrum of NASA mission objectives from advanced aircraft design through planetary exploration

- World Class experts, methods and tools to enable systems analysis in support of any key decision maker

- Campaign Analysis

- Mission and Trade Study Analysis

- Life Cycle Cost and Uncertainty Analysis

- Risk Analysis

- Technology Assessment/Portfolio Analysis

2.2 Planetary Traversing, Capture, and Entry Technology

• Research Objective: Enable planetary exploration through design and development of the following aeroassist elements

- Precise, safe entry, descent, and landing

- Accurate, robust aerocapture

- Aggressive, reliable aerobraking

- Assured ascent and rendezvous

- Robust pinpoint landing with local hazard avoidance

- Accurate reliable aerocapture

- A predictive capability for traversing planetary atmospheres

- Sustainable, renewable exploration systems to expand human presence beyond Low

Earth Orbit (LEO)

- Optimal trajectory design

- High-fidelity flight simulation

- Aerodynamic database development, analysis, and testing

- Aerothermal analysis and testing

- Control and guidance algorithm development

- Aeroshell design

- Structures and materials

2.3 Aerosciences

• Research Objective: Exploit innovative flow management to enable development of revolutionary aerospace vehicles

- Boomless supersonic flight

- Precision trajectory and thermal control of entry vehicles

- Hypervelocity mixing and combustion for air breathing propulsion (M>10)

- Smart/adaptive aircraft

- Smart noise suppression for unobtrusive flight for all classes of vehicles (fixed wing and rotary wing)

- Synergistic system design for safe, quiet, clean, efficient, secure, and affordable commercial transportation

- Flow physics modeling, prediction, and control

- Aerodynamic testing, analysis, and design

- Steady and unsteady computational codes

- Aero and structural acoustics—prediction and control

- Aerothermal testing, analysis, and design

- Scramjet propulsion flowpath design, testing, and analysis

- Advanced diagnostics and measurement techniques

2.4 Structures and Materials

• Research Objective: Enable advanced structures and materials research and technology development for all aerospace applications except engines

- Intelligent, highly efficient, smart/adaptive structures that significantly improve vehicle aerodynamic and stability performance by adapting to the external environment

- Nanostructured materials fabricated by nano-scale assembly processes for sensors, microdevices, and microelectronics, and production scale-up to bulk materials

- Biologically inspired materials that exploit self-assembly fabrication processes resulting in highly efficient, functionalized, radiation resistant, and self-healing materials

- Integrated vehicle health monitoring systems utilizing distributed sensors and remote wireless communications for sensor signal recording, data storage, and processing

- Design and develop multi-functional materials/systems to enable new classes of systems.

- Advanced materials and processing

- Analytical and computational methods

- Nondestructive evaluation

- Mechanics, dynamics, and durability

- Aeroelasticity and unsteady aerodynamics

2.5 Intelligent Aerospace Automation and Controls Systems

• Research Objective: Exploit vehicle physics, develop future aerospace system technologies and systems integration synergies to achieve:

- Safe, economically viable, transportation of persons or materials from any point on the Earth’s surface to any other point on the Earth or to low earth orbit and beyond

- The acquisition of data from flight in any planetary-like atmosphere

- Support of national security objectives including threat detection

- Physics-based automation systems for vehicle-critical applications

- Self-repairing autonomic systems enabling fully automated vehicles

- Soft computing – neural nets, fuzzy logic systems, and genetic algorithms based on physical understanding of the system

- Dynamic, distributed vehicle control and management enabling revolutionary vehicles design spaces or dramatically improved mission performance

- Software system safety analysis

- Intuitive automation support allowing safe and reliable operation of complex aerospace vehicles

- Failure detection and identification, real-time system identification and plant modeling, adaptive controls and nonlinear controls, robust multivariable controls, control of elastic and aeroelastic response, guidance methods and optimization

- A digital airspace with on-demand, affordable, point-to-point air travel.

- Virtual research center; virtual cradle-to-grave design, invention, multidisciplinary optimization (MDO), optimization, certification; efficient knowledge/wisdom acquisition and utilization.

- Advanced cognitive computing, to include:

• True, multi-sensory virtual reality

• High-fidelity, end-to-end simulation and design

• Creative decision-making computers

• Autonomous data mining and analysis

- Vehicle dynamics – mathematical modeling, configuration assessment, and phenomenology characterization

- Control and guidance algorithm and system development

- Safe, high integrity real-time digital systems (including software)

- Specification, verification, and validation of mission critical software systems

- Electromagnetic modeling, prediction and assessment, including interference effects

- Advanced radar and radiometer sensors for aircraft and spacecraft application

- Pilot/automation integration technologies, crew station design methods, and vehicle operations concepts

2.6 Atmospheric and Vehicle Sensor System Technology

• Research Objective: Develop advanced sensors and measurement technology to enable the exploration of the Earth and Solar Systems and the development of revolutionary aerospace vehicles and systems

- Adaptive and self-organizing sensors of physical and chemical phenomena

- Highly accurate, precise spectroscopic and radiometric measurement technology

- Advanced instrument concepts (reduced mass, power, and volume)

• Key Emerging Technology:

- Self-Organizing Networks of Sensors with highly integrated structure, sensor, and processing systems to enable incorporation of knowledge into aerospace vehicle operations

- Multi-functional sensor systems with integrated “processing to solutions” capability

- Adaptive and self-organizing sensors of physical and chemical phenomena

- Highly accurate, precise spectroscopic and radiometric measurement technology

- Advanced instrument concepts (reduced mass, power, and volume)

- Advanced atmospheric remote sensing concepts and instrumentation

- Advanced laser materials and electro-optical systems technology development

- Multidisciplinary engineering and synergistic capabilities including lasers, optics, detectors, thermal, structural, and data systems

2.7 Atmospheric Chemistry, Climate, and Radiation Science

• Research Objective: Provide understanding of key atmospheric processes and trends through a portfolio of measurements and atmospheric modeling, analysis, and prediction

- Identify emerging scientific issues to ensure quality of life in the future

- Conduct space-based observations

- Develop predictive models

- Develop advanced instrument and data processing technologies

- Cloud and aerosol micro-physics for climate modeling

- Three-dimensional coupled climate chemistry modeling for climate prediction

- Remote sensing technology to enable observations from all orbits.

- Measure, analyze, and model key components of Earth’s atmosphere

- Remote sensing technology development

- Field observations of key physical processes and satellite data validation

- Large-scale scientific information systems

In addition to the above terms and conditions herein incorporated by reference, this NASA Cooperative Agreement is subject to the following terms and conditions set forth in full text, below.

§ 1800.902 TECHNICAL PUBLICATIONS AND REPORTS (OCT 2015 ) (Incorporated

NNL09AA00A, S/A 113)

(a) NASA encourages the widest practicable dissemination of research results at any time during the course of the investigation.

(1) All information disseminated as a result of the award shall contain a statement which acknowledges NASA's support and identifies the award by number (e.g., “the material is based upon work supported by NASA under award No(s) 80LARC17C0004, etc.”).

(2) Except for articles or papers published in scientific, technical, or professional journals, the exposition of results from NASA supported research should also include the following disclaimer: “Any opinions, findings, and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the National Aeronautics and Space Administration.”

(3) As a courtesy, any release of a NASA photograph or illustration should list NASA first on the credit line followed by the name of the Principal Investigator's Institution. An example follows: “Photograph <or illustration, figure, etc.> courtesy of NASA <or NASA Center managing the mission or program> and the <Principal Investigator's institution>.”

(b) Reports shall be in the English language, informal in nature, and ordinarily not exceed three pages (not counting bibliographies, abstracts, and lists of other media). The recipient shall submit the following reports:

(1) A Progress Report for all but the final year of the award. Each report is due 60 days before the anniversary date of the award and shall briefly describe what was accomplished during the reporting period. A term or condition specifying more frequent reporting may be required.

(2) A Summary of Research or Educational Activity Report is due within 90 days after the expiration date for the period of performance, regardless of whether or not support is continued under another award. This report shall be a comprehensive summary of significant accomplishments during the duration of the award.

(c) Progress Reports, Summaries of Research, and Educational Activity Reports shall include the following on the first page:

(1) Title of the award.

(2) Type of report.

(3) Name of the principal investigator.

(4) Period covered by the report.

(5) Name and address of the recipient's institution.

(6) Award number.

(d) Progress Reports, Summaries of Research, and Educational Activity Reports shall be distributed as follows:

(1) The original report, in both hard copy and electronic format, to the Technical Officer.

(2) One copy to the NASA Technical Officer and New Technology Officer with a notice to the Grant Officer, that a report was sent.

(End of Term and Condition)

§ 1800.919 COOPERATIVE AGREEMENT (OCT 2015) (Incorporated NNL09AA00A, S/A 121)

(a) This award is a cooperative agreement and it is anticipated there will be substantial

NASA involvement during performance of the effort. NASA and the recipient mutually agree to the following statement of anticipated cooperative interactions which may occur during the performance of this effort—

As set forth in the Recipient’s proposal received in response to NASA Research

Announcement NRA-02-LaRC-01 and the mutually agreed upon cooperative interactions between NASA and the NIA, as described in each individual Activity.

(b) The terms “award” and “recipient” mean “cooperative agreement” and “recipient of cooperative agreement,” respectively, wherever the language appears in terms and conditions included in this agreement. (c) NASA's ability to participate and perform its collaborative effort under this cooperative agreement is subject to the availability of appropriated funds and nothing in this cooperative agreement commits the United States Congress to appropriate funds therefore.

§ 1800.920 MULTIPLE YEAR AWARD (OCT 2015) (Incorporated NNL09AA00A, S/A 113)

This is a multiple-year award contingent on the availability of funds, scientific progress of the project, and continued relevance to NASA programs, NASA anticipates continuing support at approximately the following levels:

Period *Approximate Funding

Amount Basic Period of Performance (Years 1 – 5):

First Year (Balance First Year) N/A

Second Year N/A Third Year N/A Fourth Year N/A Fifth Year N/A

Option Periods:

Option 1 (Years 6 – 10) N/A Option 2 (Years 11 – 15) $2.5M Option 3 (Years 16 – 20) $104M

* Funding will be provided in several increments per year by issuance of a supplement to this agreement.

§ 1800.921 INCREMENTAL FUNDING (OCT 2015) (Incorporated NNL09AA00A, S/A 113)

(a) Only $51,456 of the amount indicated on the face of this award is available for payment and allotted to this award. NASA contemplates making additional allotments of funds during performance of this effort. It is anticipated that these funds will be obligated as appropriated funds become available without any action required by the Recipient. The Recipient will be given written notification by the NASA Grant Officer.

(b) The recipient agrees to perform work up to the point at which the total amount paid or payable by the Government approximates but does not exceed the total amount actually allotted to this award. NASA is not obligated to reimburse the Recipient for the expenditure of amounts in excess of the total funds allotted by NASA to this grant or cooperative agreement. The Recipient is not authorized to continue performance beyond the amount allotted to this award.

Special Note—Balance is contingent on availability of funds. The remaining balance to fully fund this year is dependent on the value of the activities being performed.

§ 1800.922 COST SHARING (OCT 2015) (Incorporated NNL09AA00A, S/A 113)

(a) NASA and the Recipient will share in providing the resources necessary to perform the award. NASA funding and non-cash contributions (personnel, equipment, facilities, etc.) and the dollar value of the Recipient's cash and/or non-cash contribution will be as stipulated in subparagraph (b) below.

(b) The funding and non-cash contributions by both parties are represented by the following dollar amounts:

THIS PROVISION APPLIED TO THE BASIC PERIOD (YEARS 1 – 5):

ESTIMATED AMOUNT YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTAL

Government Share:

*Recipient Share:

Total Amount:

* Based on the total amount of the cooperative agreement

THIS PROVISION APPLIES TO OPTION 1 (YEARS 6 – 10):

THIS PROVISION APPLIES TO OPTION 2 (YEARS 11 – 15):

ESTIMATED AMOUNT YEAR 11 YEAR 12 YEAR 13 YEAR

YEAR 15 TOTAL

Government Share:

**Recipient Share:

**The total amount of funding and non-cash contribution by both parties is based on the cost associated with the education and research activities as reflected in the NIA’s Annual Performance Plan (APP) as accepted each year by NASA. The “Government Share” will not be impacted due to any increases in the recipient’s G&A. The recipient agrees to absorb increased G&A costs through its contribution (Recipient Share).

(c) Criteria and procedures for the allowability and allocability of cash and non-cash contributions shall be governed by §200.306, Cost Sharing or Matching. The applicable Federal cost principles are cited in Subpart E.

(d) The Recipient's share shall not be charged to the Government under this agreement or under any other contract or grant.

§1800.924 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE

(OCT 2015) (Incorporated NNL09AA00A, S/A 113)

ESTIMATED AMOUNT YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 TOTAL

Government Share:

**Recipient Share:

(a) For purposes of administration of the term and condition entitled “New Technology,” or “Patent Rights” whichever is included, the following named representatives are hereby designated by the Grant Officer to administer such term and condition—

• New Technology Representative

• Patent Representative

(b) Reports of reportable items, and disclosure of subject inventions, interim reports, final reports, utilization reports, and other reports required by the term and condition, as well as any correspondence with respect to such matters, should be directed to the New Technology Representative, with notification to the Grant Officer, unless transmitted in response to correspondence or request from the Patent Representative. Inquires or requests regarding disposition of rights, election of rights, or related matters should be directed to the Patent Representative. This term and condition shall be included in any subaward/subcontract hereunder requiring a “New Technology” term and condition or “Patent Rights—Retention by the Contractor (Short Form)” term and condition unless otherwise authorized or directed by the Grant Officer. The respective responsibilities and authorities of the above named representatives are set forth in the Grants and Cooperative Agreement Manual.

§ 1800.926 LISTING OF REPORTABLE EQUIPMENT AND OTHER PROPERTY (OCT

2015) (Incorporated NNL09AA00A, S/A 113)

(a) Title to federally-owned property provided to the Recipient remains vested in the Federal Government, and shall be managed in accordance with §200.312. The following items of Federally-owned property are being provided to the recipient for use in performance of the work under this award:

List of property will be identified on each Fiscal Year’s Inventory Report and NF1018 submitted annually by the NIA

(b) The following specific items of equipment acquired by the Recipient have been identified by NASA for transfer of title to the Government when no longer required for performance under this award. This equipment will be managed in accordance with 200.313, and shall be transferred to NASA or NASA's designee in accordance with the procedures set forth at 200.313(e):

Will be identified in individual activities as applicable.

DISPUTES

(a) In the event that a disagreement arises, representatives of the parties shall enter into discussions in good faith and in a timely and cooperative manner to seek resolution. If these discussions do not result in a satisfactory solution, the aggrieved party may seek a decision from the Dispute Resolution Official under paragraph (b) of this provision. This request must be presented no more than (3) three months after the events giving rise to the disagreement have occurred.

(b) The aggrieved party may submit a written request for a decision to the Center Ombudsman, who is designated as the Dispute Resolution Official. The written request shall include a statement of the relevant facts, a discussion of the unresolved issues, and a specification of the clarification, relief, or remedy sought. A copy of this written request and all accompanying materials must be provided to the other party at the same time. The other party shall submit a written position on the matters in dispute within thirty (30) calendar days after receiving this notification that a decision has been requested. The Dispute Resolution Official shall conduct a review of the matters in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position.

WITHHOLDING

If a Recipient fails to comply with the project objectives, the terms and conditions of this award, or reporting requirements under this or previous NASA awards, NASA may withhold advance payments, on all active awards and future awards to the Recipient, pending correction of the deficiency by the Recipient. Upon determination that the deficiency has been corrected, the NSSC Financial Management Office shall coordinate with the cognizant Grant Officer.

GOVERNMENT PROPERTY FURNISHED “AS IS”

(a) The Government makes no warranty whatsoever with respect to Government property furnished "as is," except that the property is in the same condition when placed at the f.o.b.

point specified in the solicitation as when inspected by the Contractor pursuant to the solicitation or, if not inspected by the Contractor, as when last available for inspection under the solicitation.

(b) The Contractor may repair any property made available on an "as is" basis. Such repair will be at the Contractor's expense except as otherwise provided in this clause. Such property may be modified at the Contractor's expense, but only with the written permission of the Contracting Officer. Any repair or modification of property furnished "as is" shall not affect the title of the Government. The Government will not provide new or replacement items for the Government- Furnished Property provided “as is”. The Contractor shall be responsible for providing new or replacement items as required in performance of the cooperative agreement.

(c) If there is any change in the condition of Government property furnished "as is" from the time inspected or last available for inspection under the solicitation to the time placed on board at the location specified in the solicitation, and such change will adversely affect the Contractor, the Contractor shall, upon receipt of the property, notify the Contracting Officer detailing the facts and, as directed by the Contracting Officer, either (1) return such property at the Government's expense or otherwise dispose of the property or (2) effect repairs to return the property to its condition when inspected under the solicitation or, if not inspected, last available for inspection under the solicitation. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall equitably adjust any provisions affected by the return, disposition, or repair as mutually agreed by the parties. The foregoing provisions for adjustment are the exclusive remedy available to the Contractor, and the Government shall not be otherwise liable for any delivery of Government property furnished "as is" in a condition other than that in which it was originally offered.

HISTORICALLY BLACK COLLEGES & UNIVERSITIES (HBCU) AND OTHER MINORITY

INSTITUTIONS (OMI) PARTICIPATION

A goal of 5% participation of the total funding awarded to universities and colleges will be placed with Historically Black Colleges & Universities and Other Minority Institutions is hereby incorporated into this cooperative agreement. The Institute shall report its progress in achieving this goal in the Annual Report.

EXTENSIONS/RENEWAL REVIEWS

(a) The Government anticipates that this cooperative agreement will have a 5-year basic period of performance with three 5-year extension periods subject to renewal reviews. The Government is not obligated to execute an extension to the cooperative agreement if it determines that doing so is not in its best interest; in other words, the selected Recipient will not have the right to have the cooperative agreement continued.

(b) Sixty days prior to the expiration date, the Government will notify the recipient in writing of its intent to extend the Cooperative Agreement for five more years. The Government may also request an updated proposal/budget summary be submitted during the fourth (4th), tenth (10th), and fifteenth (15th) years of the cooperative agreement. If a proposal is requested, details will be provided at the time of the request. A supplement will be executed by the Grants Officer to extend the cooperative agreement.

(c) LaRC will conduct annual reviews of performance and plans. In addition, renewal reviews will be conducted in the third (3rd), eighth (8th), and thirteenth (13 h) years to determine the continuation of funding by the Government and the exercise of optional periods.

ARTICLES OF COLLABORATION (AOC)

The Institute shall have a documented relationship with the founding members, referred to as Articles of Collaboration (AOC), specifying key mechanisms or procedures facilitating interaction with initial and future partners. Any changes to the AOC must be coordinated and approved by the Government. As a minimum, the AOC should address the following:

• Identities of the parties

• Management structure of the Institute

• Roles and responsibilities of the members

• Commitment of financial, personnel, facilities, and other resources

• Accounting and financial management requirements

• Disputes resolution procedures

• Term of the agreement consistent with award instruments

• Insurance and liability issues

• Procedures for adding/removing members and obligation of organizations withdrawing from the Institute

• Intellectual property/patents rights, agreements to share existing technology and data, and the allocation of data and patent rights among the Institute members

• Subcontracting procedures

• Organizational Conflict of Interest (OCI) Policy

ANNUAL PERFORMANCE PLAN (APP)

The Institute shall prepare an Annual Performance Plan (APP) that provides a detailed plan of research and education activities. The Institute’s APP can be modified during the year (no more than quarterly) to permit the infusion of new opportunities and innovations into the Institute’s research plan. The plan and modifications thereto will be approved by LaRC and will constitute the performance objectives for the cooperative agreement. The plan must cover, at a minimum, the following topics:

• Leading-edge research projects

• Graduate and continuous education activities

• Personnel, facilities, and budget

• Performance metrics

• Cost sharing and in-kind contributions

• Outreach initiatives

The first APP will be based on the proposal and submitted within 60 days after award. The APP shall be submitted annually thereafter no later than 60 days before the expiration of the current year, unless otherwise approved by the Contracting Officer.

ANNUAL PROGRESS REPORT (SEE § 1800.902 TECHNICAL PUBLICATIONS AND

REPORTS)

The Institute shall submit an annual progress report no later than 60 days upon completion of each year of performance under the cooperative agreement. The Annual Progress Report will detail opportunities, progress, achievements and results consistent with established metrics. In conjunction with the day-to-day monitoring by the COTR and CO, the Annual Progress Report will be used by LaRC to periodically review the accomplishments and to determine if the Institute is meeting the goals and objectives. The Annual Progress Report, and other reports required to be submitted under the cooperative agreement, will be used in LaRC’s assessment of continued funding and the exercise of future option periods.

PERFORMANCE METRICS

The Annual Performance Plan shall include performance metrics that will be used by LaRC during the annual and renewal evaluations. The Institute shall develop metrics in coordination with the Government that assess the broad impact of the Institute, contribution to the LaRC mission, and progress in meeting long-term goals. The metrics should include, as a minimum, the following:

• Customer satisfaction (LaRC researchers. scientists, and other sponsors)

• Research and graduate education accomplishments, impacts, and strategic alignment with LaRC and NASA

• Involvement of universities and colleges to enhance ties and relationship with the academic community

• Publications

• Actual versus planned expenditures, including the control of indirect rates and level of cost sharing

• Growth of third party funding and partnerships established

• Technology transfers (including , but not limited to licenses, disclosures, and patents) and impact

• Commercialization of new intellectual property

Considering the ever-changing mission of LaRC, the Institute may also recommend changes to the metrics that more effectively measures the Institute’s operations.

SAFETY AND HEALTH (NASA 1852.223-70) (APR 2002)

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, damage to or loss of equipment or property, or damage to the environment. NASA’s safety priority is to protect: (1) the public, (2) astronauts and pilots, (3) the NASA workforce (including contractor employees working on NASA contracts), and (4) high-value equipment and property.

(b) The Contractor shall take all reasonable safety and occupational health measures in performing this contract. The Contractor shall comply with all Federal, State, and local laws applicable to safety and occupational health and with the safety and occupational health standards, specifications, reporting requirements, and any other relevant requirements of this contract.

(c) The Contractor shall take, or cause to be taken, any other safety, and occupational health measures the Contracting Officer may reasonably direct. To the extent that the Contractor may be entitled to an equitable adjustment for those measures under the terms and conditions of this contract, the equitable adjustment shall be determined pursuant to the procedures of the changes clause of this contract; provided, that no adjustment shall be made under this Safety and Health clause for any change for which an equitable adjustment is expressly provided under any other clause of the contract.

(d) The Contractor shall immediately notify and promptly report to the Contracting Officer or a designee any accident, incident, or exposure resulting in fatality, lost-time occupational injury, occupational disease, contamination of property beyond any stated acceptable limits set forth in the contract Schedule; or property loss of $25,000 or more, or Close Call (a situation or occurrence with no injury, no damage or only minor damage (less than $1,000) but possesses the potential to cause any type mishap, or any injury, damage, or negative mission impact) that may be of immediate interest to NASA, arising out of work performed under this contract. The

Contractor is not required to include in any report an expression of opinion as to the fault or negligence of any employee. In addition, service contractors (excluding construction contracts) shall provide quarterly reports specifying lost-time frequency rate, number of lost-time injuries, exposure, and accident/incident dollar losses as specified in the contract Schedule.

(e) The Contractor shall investigate all work-related incidents, accidents, and Close Calls, to the extent necessary to determine their causes and furnish the Contracting Officer a report, in such form as the Contracting Officer may require, of the investigative findings and proposed or completed corrective actions.

(f) (1) The Contracting Officer may notify the Contractor in writing of any noncompliance with this clause and specify corrective actions to be taken. When the Contracting Officer becomes aware of noncompliance that may pose a serious or imminent danger to safety and health of the public, astronauts and pilots, the NASA workforce (including contractor employees working on NASA contracts), or high value mission critical equipment or property, the Contracting Officer shall notify the Contractor orally, with written confirmation. The Contractor shall promptly take and report any necessary corrective action.

(2) If the Contractor fails or refuses to institute prompt corrective action in accordance with subparagraph (f)(1) of this clause, the Contracting Officer may invoke the stop-work order clause in this contract or any other remedy available to the Government in the event of such failure or refusal.

(g) The Contractor (or subcontractor or supplier) shall insert the substance of this clause, including this paragraph (g) and any applicable Schedule provisions and clauses, with appropriate changes of designations of the parties, in all solicitations and subcontracts of every tier, when one or more of the following conditions exist:

(1) The work will be conducted completely or partly on premises owned or controlled by the Government.

(2) The work includes construction, alteration, or repair of facilities in excess of the simplified acquisition threshold.

(3) The work, regardless of place of performance, involves hazards that could endanger the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), or high value equipment or property, and the hazards are not adequately addressed by Occupational Safety and Health Administration (OSHA) or Department of Transportation (DOT) regulations (if applicable).

(4) When the Contractor (or subcontractor or supplier) determines that the assessed risk and consequences of a failure to properly manage and control the hazard(s) warrants use of the clause.

(h) The Contractor (or subcontractor or supplier) may exclude the provisions of paragraph (g) from its solicitation(s) and subcontract(s) of every tier when it determines that the clause is not necessary because the application of the OSHA and DOT (if applicable) regulations constitute adequate safety and occupational health protection. When a determination is made to exclude the provisions of paragraph (g) from a solicitation and subcontract, the Contractor must notify and provide the basis for the determination to the Contracting Officer. In subcontracts of every tier above the micro-purchase threshold for which paragraph (g) does not apply, the Contractor (or subcontractor or supplier) shall insert the substance of paragraphs (a), (b), (c), and (f) of this clause).

(i) Authorized Government representatives of the Contracting Officer shall have access to and the right to examine the sites or areas where work under this contract is being performed in order to determine the adequacy of the Contractor's safety and occupational health measures under this clause.

(j) The contractor shall continually update the safety and health plan when necessary. In particular, the Contractor shall furnish a list of all hazardous operations to be performed, and a list of other major or key operations required or planned in the performance of the contract, even though not deemed hazardous by the Contractor. NASA and the Contractor shall jointly decide which operations are to be considered hazardous, with NASA as the final authority. Before hazardous operations commence, the Contractor shall submit for NASA concurrence –

(1) Written hazardous operating procedures for all hazardous operations; and/or

(2) Qualification standards for personnel involved in hazardous operations.

(End of clause)

SAFETY AND HEALTH PLAN

The Safety and Health Plan, as submitted as part of its proposal and as approved by the Contracting Officer, is hereby incorporated into the cooperative agreement by reference.

EXPORT LICENSES (NASA 1852.225-70) (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at NASA Langley Research Center, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

USE OF LaRC FACILITIES AND LABORATORIES

The Institute will have access to the LaRC facilities and laboratories to fulfill the research requirements as set forth in the Annual Performance Plan and approved by LaRC in accordance with Agency and Center policy and directives. The recipient shall obtain approval from the Government prior to utilizing and/or making commitments regarding LaRC facilities, laboratories, and other Government resources (See § 2 CFR 200.310 – 200.313, § 215.35, § 215.37, and § 28 CFR 70.36).

ACCESS TO NASA LaRC DOMAIN

(a) NASA LaRC will assign the contractor Internet Protocol (IP) address space within the LaRCNET that will be connected to the LaRCNET Isolation local area network (ISOLAN) outside the LaRC perimeter firewall. The contractor shall be responsible for providing a router that conforms with LaRCNET standards. The Government will manage this router. The contractor shall manage the network behind this router in accordance with NPR 2810.1A- Security of Information Technology and LAPD 2810.1-Security of Information Technology (revised 11/01/2010). The contractor shall not attach computers to this network that are also connected to any other network and shall permit no modem access to computers on this network. The contractor shall prepare an information protection plan for each foreign national who is granted authenticated access to computers on this network. The plan shall be submitted to the Contracting Officer’s Technical Representative (COTR) for concurrence and to the LaRC IT Security Manager for approval.

(b) The Government will provide the following:

1) The ability to grant temporary or interim accounts on computers attached to this network to foreign nationals without a completed National Agency Check investigation

2) Free anti-virus software to include timely updates

3) Intrusion detection monitoring to include alerts and warnings issued by LaRC IT Security

4) Vulnerability scanning to include information required to correct configurations or to install corrective code

5) Incident response services to include preservation of evidence and guidance for clean-up and recovery

6) Perimeter protection customized for the contractor on the NASA managed router

7) Access (on a case-by-case basis) to computers inside the LaRC firewall

INSURANCE

The Institute shall obtain and maintain insurance coverage as follows for the performance of the cooperative agreement:

(a) Worker's compensation and employer's liability insurance as required by applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with the Contractor's commercial operations that it would not be practical. The employer's liability coverage shall be at least $100,000, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) Comprehensive general (bodily injury) liability insurance of at least $500,000 per occurrence.

(c) Motor vehicle liability insurance written on the comprehensive form of policy which provides for bodily injury and property damage liability covering the operation of all motor vehicles used in connection with performing the contract. Policies covering motor vehicles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury liability and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

(d) Comprehensive general and motor vehicle liability policies shall contain a provision worded as follows:

"The insurance company waives any right of subrogation against the United States of America which may arise by reason of any payment under the policy."

(e) When aircraft are used in connection with performing the contract, aircraft public and passenger liability insurance of at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage.

Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

System of Award Management and Universal Identifier Requirements (DEC 2014) (Incorporated NNL09AA00A, S/A 98)

A. Requirement for the System of Award Management

Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the CCR, now part of the System of Award Management (SAM), until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term.

B. Requirement for Data Universal Numbering System (DUNS) Numbers

If you are authorized to make subawards under this award, you:

1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you.

2. May not make a subaward to an entity unless the entity has provided its DUNS number to you.

C. Definitions

For purposes of this award term:

1. The System of Award Management, means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the System of Award Management Internet site (currently at https://www.sam.gov).

2. Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by the Internet (currently at http://www.dnb.com/get-a-duns-number.html).

3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR Part 25, subpart C:

a. A Governmental organization, which is a State, local government, or Indian Tribe;

b. A foreign public entity;

c. A domestic or foreign nonprofit organization;

d. A domestic or foreign for-profit organization; and

e. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity.

4. Subaward:

a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient.

http://www.dnb.com/get-a-duns-number.html)

b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200

c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract.

5. Subrecipient means an entity that:

a. Receives a subaward from you under this award; and

b. Is accountable to you for the use of the Federal funds provided by the subaward.

USE OF TERMS

The following terms contained in this cooperative agreement are used interchangeably:

(a) “Contractor”, “Institute”, “Non-Federal entity/entities”, and…