Attach A- Sample OTA - CLEEN III.pdf

693KA9-20-A-XXXX

CLEEN III SIR – Attachment A- Sample OTA

COOPERATIVE AGREEMENT BETWEEN

FEDERAL AVIATION ADMINISTRATION (FAA)

AND

XXXXXXX

**NOTE: While the FAA anticipates that the agreements entered into with successful offerors will be in substantially the same form as this Agreement, the FAA shall have sole and absolute discretion as to the form and substance of each Agreement entered into with successful Offerors, and this sample may and likely will be modified in form or substance as the FAA deems appropriate.**

ARTICLE 1. PARTIES

The parties to this Cooperative Agreement (the “Agreement”) are the Federal Aviation Administration (FAA) and XXXXXXXX (collectively, the Parties). The FAA and XXXXXXXX agree to cooperate in good faith and to perform their respective obligations in executing the purpose of this agreement.

ARTICLE 2. LEGAL AUTHORITY

This Agreement is entered into under the authority of 49 U.S.C. 106(1) and (m), which authorizes cooperative agreements on such terms and conditions as the Administrator determines necessary.

ARTICLE 3. SCOPE

a. Purpose:

The CLEEN Program’s goals for noise, fuel burn and emission reductions are to develop and demonstrate:

Goal 1: Certifiable subsonic aircraft and/or engine technology that reduces noise levels by 25 dB cumulative, relative to the Stage 5 airplane noise standards for civil subsonic airplanes and/or reduces community noise exposure as indicated in Federal Register on 10/4/2017 (found at https://www.federalregister.gov/documents/2017/10/04/2017-21092/stage-5-airplane-noise-standards);

Goal 2: Certifiable subsonic aircraft, engine technology, and/or novel jet fuels that improve aircraft fuel efficiency by 20% relative to the International Civil Aviation Organization (ICAO) new type fuel efficiency standard for civil subsonic airplanes adopted in 2016 (Committee on Aviation Environmental Protection, CAEP/10);

Goal 3: Certifiable subsonic engine technology and/or novel jet fuels that reduce landing and takeoff cycle (LTO) nitrogen oxide emissions for civil subsonic airplanes by 70% over the ICAO standard adopted in 2010 (CAEP/8), and/or reduce absolute NOx production over the aircraft’s mission. This must be achieved while limiting or reducing other gaseous or non-volatile particulate matter (nvPM) emissions; and

Goal 4: Certifiable aircraft and engine technology that reduces noise levels during the landing and takeoff cycle (LTO) for civil supersonic airplanes and/or reduces absolute NOx emissions for civil https://www.federalregister.gov/documents/2017/10/04/2017-21092/stage-5-airplane-noise-standards supersonic airplanes over the aircraft’s mission.

The CLEEN Program also seeks to demonstrate the extent to which new engine and aircraft technologies may be used to retrofit or re-engine aircraft to increase the level of penetration into the commercial fleet.

As captured in second and third goals, the third phase of the CLEEN Program also aims to advance the development and introduction of hydrocarbon jet fuels for aviation that could enable improvements in fuel efficiency and reductions in emissions. This includes fuel blends. The CLEEN Program is interested in fuels that are drop-in compatible with the existing pipeline and airport fueling infrastructure, but have changes in their composition that could help an aircraft meet these CLEEN Program goals.

As stated in the purpose for CLEEN Phase III, civil subsonic and supersonic airplane technologies that support these goals are intended to be developed to reach TRL 6-7 within the scope of work for Phase III of the CLEEN Program. These technologies are expected to be on a path for introduction into commercial aircraft before 2031.

Clarifying points on the goals for the third phase of the CLEEN Program:

• In Goal 1, the reduction of community noise exposure is to be measured relative to a 2000 best-in-class in-service baseline aircraft and mission (e.g., Embraer E-190, Boeing 737-800, Boeing 777-

200LR).

• In Goal 3, the absolute NOx production over the aircraft’s mission is to be measured relative to a 2000 best-in-class in-service baseline aircraft and mission.

• In Goal 3, the 70% margin to CAEP/8 LTO NOx pertains to an engine overall pressure ratio (OPR) of 30. This goal targets a commensurate reduction across the OPR range.

• In Goal 3, both the nvPM number and mass need to be measured with an ICAO Annex 16 / SAE compliant measurement systems. The reductions in nvPM number and mass are relative to the CAEP/11 standard.

• Goals 1 through 3 include consideration of the extent to which new airframe and engine technologies may be used to retrofit or re-engine aircraft so as to increase the level of penetration into the commercial fleet.

• In Goals 1 through 4, “certifiable” means that the technology has been demonstrated to TRL 6-7, and there are no issues regarding the technology that would prevent noise, emissions, and airworthiness certification to existing or potential new certification standards.

• An aircraft technology that would enable an operational procedure concept that facilitates Goals 1 through 3 is within the scope of Phase III of CLEEN.

• In achieving Goals 1 through 4, a test validation demonstrating that the technology has achieved TRL 6-7 is required. A TRL 6 test validation demonstration will only be accepted as an adequate validation of a particular technology by FAA if the contractor substantiates, and FAA approves, that TRL 7 validation is inappropriate for that technology. For purposes of this procurement, TRL 6 demonstration is achieved through conduct of static engine tests or large wind tunnel model tests for airframe and engine technologies, or relevant high fidelity simulation environment demonstrations in the case of flight management system or air traffic management system aircraft technologies. TRL 7 demonstration is achieved through flight test demonstrations.

• Efforts under CLEEN Phase III on jet fuels are limited to demonstration and assessment of the fuels. This includes support for fuel testing and evaluation, and support for procurement of pre-production jet fuels intended to advance the maturity of these fuels. CLEEN Phase III jet fuels efforts do not include funding for development of fuel production capabilities. Efforts related to the certification and qualification of alternative jet fuels are being handled through the ASCENT Center of Excellence and will not be a part of CLEEN Phase III.

b. Management of the project:

TBD

c. Contributions of the Parties:

The FAA and XXXXXXXX recognize that XXXXXXXX's proposal identified a level of FAA funding by year shown in Article 9 of this agreement. However, Government funding for these projects is at the FAA’s sole discretion and subject to future agency priorities, and the availability of funding. This Agreement does not commit the FAA to any specific level of funding beyond that which is identified in Section 9(a) of this award document.

The FAA will pay no more than 50% of the total cost of these projects. XXXXXXXX contributions may be cash, non-cash (in-kind) or both. Acceptable non-cash or in-kind resources include such items as equipment, facilities, labor, office space, etc. Unacceptable contributions include work performed using U.S. Government funding, previous Internal Research and Development (IRAD) investments, and student tuition funded by an academic institution.

XXXXXXXX shall include cost share progress reports in the financial progress reports required under Attachment X of this agreement. Monthly invoices for work performed shall be submitted. Financial progress reports shall include detail in which both XXXXXXXX funded and government funded work is identified by work element.

XXXXXXXX shall track the government cost-share percentage for the total program and the government will independently verify its cost-share percentage. Any discrepancies will be jointly resolved by the Parties.

d. Type of Agreement:

This Agreement is not intended to be, nor shall it be construed as, a partnership, corporation, or other business organization. Neither Party has the right to bind or obligate the other.

ARTICLE 4. EFFECTIVE DATE and TERM

The effective date of this Agreement is the date on which it is mutually signed by the FAA or XXXXXXXX, whichever is later. This Agreement shall continue in effect until XXXXXXX or until earlier terminated by the parties as provided herein.

ARTICLE 5. MILESTONES

Work shall be accomplished according to the milestones in the TBD.

ARTICLE 6. REPORTING REQUIREMENTS

Reporting requirements are described in the Attachment X Statement of Work and Attachment X Data Deliverable List and includes program plans, technical reports, milestone reporting, and financial reports.

ARTICLE 7. INTELLECTUAL PROPERTY

This section will be tailored to the needs of each individual cooperative agreement. Interested Offerors should consider how they intend to share with the FAA the following rights:

a. Rights in Data

b. Rights in Inventions

ARTICLE 8. POINTS OF CONTACT

Contracting Officer:

FEDERAL AVIATION ADMINISTRATION

Attn: Toloria Crawford 800 Independence Avenue, S.W., AAQ-420 Washington, DC 20591 Phone (202) 267-4048 Email: Toloria.j.crawford@faa.gov

Contracting Specialist:

FEDERAL AVIATION ADMINISTRATION

Attn: Ryan Battad 800 Independence Avenue, S.W., AAQ-420 Washington, DC 20591 Phone (202) 267-7524 Email: ryan.m.battad@faa.gov

Contracting Officer’s Representative (COR)

FEDERAL AVIATION ADMINSTRATION

Attn: Gonca Birkan

800 Independence Ave SW APL/AEE-3b Washington DC 20591 Tel: 202-267-3654 Email: gonca.birkan@faa.gov

VENDOR INFORMATION TBD

ARTICLE 9. FUNDING AND PAYMENT

a. The FAA will provide to XXXX for the Base Year funding in the amount of TBD. These funds are hereby obligated and made available for performance of this agreement as of XXXXX.

Additional funding, subject to availability and in the sole discretion of the FAA, will be incrementally added as follows:

1st Option Year: TBD (subject to availability)

2nd Option Year: TBD (subject to availability)

3rd Option Year: TBD (subject to availability)

4th Option Year: TBD (subject to availability)

The exercise or non-exercise of option years are at the sole discretion of the

FAA.

b. In the event of termination or expiration of this Agreement, any FAA funds which have not been spent or obligated for allowable expenses prior to the date of termination, and are not reasonably necessary to cover termination expenses shall be eligible for de-obligation at the discretion of the

FAA.

c. A properly executed request for payment should be submitted electronically to the FAA POC at the email address identified below.

***In addition copies of the invoices should be submitted to the Contracting Officer at TBD and the Contracting Officer’s Representative at TBD.

d. Each invoice shall reference the agreement number, the period of performance; the services delivered, and, if applicable, costs for labor and Other Direct Costs (ODC), including travel.

e. The 1:1 split between the FAA and XXXXX incurred funding shall be documented in the Monthly Financial Reports.

ARTICLE 10. LIMITATION OF FUNDS

The Government’s liability to make payments to XXXXXXXX is limited to the amount of funds obligated hereunder, including written modifications to this Agreement. Furthermore, the FAA 's obligation under this agreement is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the FAA for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

ARTICLE 11. APPROVAL OF SUBCONTRACTORS

The Contracting Officer shall be reasonably notified in advance of entering into any subcontract greater than $100,000. Any subcontractors and outside associates or consultants required by the contractor in connection with the services covered by this Agreement shall be limited to individuals or firms that are specifically agreed to by all parties. The contractor must obtain the Contracting Officer’s written consent before placing any subcontract greater than $100,000. The FAA gives approval of all subcontracts with a value of less than $100,000.

The FAA gives approval of all subcontractors identified in XXXXXXXX proposal for CLEEN III dated XXXXXXX that includes the following:

XXXXXXXX shall include all pertinent Articles suitably modified in all lower tier Agreements, regardless of tier.

To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this agreement.

Notwithstanding any other clause of this agreement, the Contractor is not required to include any FAA Acquisition Management System provision or clause, other than those listed below to the extent they are applicable and as may be required to establish the reasonableness of prices, in a subcontract at any tier for commercial items or commercial components:

(i) Equal Opportunity (E.O. 11246);

(ii) Affirmative Action for Special Disabled and Vietnam Era Veterans (38 U.S.C. 4212(a));

(iii) Affirmative Action for Handicapped Workers (29 U.S.C. 793); and

(iv) Preference for Privately Owned U.S.-Flagged Commercial Vessels (46 U.S.C. 1241) (flow down not required for subcontracts awarded beginning May 1, 1996).

The Contractor shall include the terms of this clause, including this paragraph IV, in subcontracts awarded under this agreement.

XXXXXX must not enter into any subcontract with a contractor that is debarred, suspended, or proposed for debarment XXXXXX must require each proposed first-tier subcontractor to disclose to XXXXXXX, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.

ARTICLE 12. AUDITS

XXXX hereby certifies that it has and will maintain government‐approved accounting and invoicing systems, and that any invoices submitted under this program will be correct and just, and allowable and allocable to that Work Activity. XXXXX will provide access to records to the Defense Contract Audit Agency (DCAA) or Defense Contract Management Agency (DCMA) for data other than Commercial Item data and any data provided by or belonging to XXXXXX

The General Accounting Office, the Department of Transportation, and the FAA or its designee will have the right to review and audit the books and records of XXXXXXXX and cognizant contractors (see pass-down requirement below) to the extent necessary to verify the allowability of costs under this Agreement and as otherwise required by law.

XXXXXXX shall maintain for the term of this Agreement and three (3) complete calendar years thereafter, such books and records as are reasonably necessary to accurately reflect its operations under this Agreement. The periods of access and examination shall continue, however, for the time necessary to dispose of appeals, litigation, claims, disputes, or exceptions arising from performance or costs/expenses incurred under this Agreement.

XXXXXXX shall include in contracts and agreements with other parties for the purpose of effectuating the intent of this Agreement, a provision granting the U.S. Government access to contractor or agreement party records for the same purposes in this subparagraph concerning audits.

The provisions of this subparagraph shall survive termination or expiration of this Agreement.

ARTICLE 13. CHANGES, MODIFICATIONS

Changes and/or modifications to this Agreement shall be in writing and signed by a FAA Contracting Officer and the authorized representative of XXXXXXXX. The modification shall cite the subject Agreement, and shall state the exact nature of the modification. No oral statement by any person shall be interpreted as modifying or otherwise affecting the terms of this Agreement.

ARTICLE 14. TERMINATION

Either party may terminate this Agreement at any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated party (other than payment of amounts due and owed and performance of obligations accrued, in each case on or prior to the termination date) by giving the other party at least thirty (30) days prior written Notice of Termination. Upon receipt of a Notice of Termination, the receiving party shall take immediate steps to stop the accrual of any additional obligations, which might require payment. After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the contractor shall immediately proceed with the following obligation, regardless of any delay in determining or adjusting any amounts due under this clause – provide to the Government the completed or partially completed Deliverables identified in Attachment X of this agreement.

In case of termination of this agreement by either party, or if the Government declines to exercise an option period, the cost share requirement will be maintained. If, at the time of termination, the contractor’s contributions do not at least match the Government’s contributions, the contractor must make a payment to the Government, or continue the work at its own expense, so that the Government’s contribution to the overall effort is no more than 50%. If the contractor chooses to continue work at its own expense, deliverables and the terms and conditions of this agreement will still apply until the contractor’s cost share obligation is met.

In the event of Termination or the Government’s decision not to exercise an option period under this agreement, the Government's liability to make payments to the contractor is limited to the amount of funds obligated to this Agreement, including any written modification to this Agreement. In no event under this Agreement shall the Government’s obligation at any particular time or cumulatively under the Agreement exceed the amount identified as obligated to this Agreement in the Award Document. The Government is not required to match the contractor contributions and, in the event of termination or if the Government declines to exercise an option period, will not make payment(s) to increase its cost share to 50%.

ARTICLE 15. ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of the Agreement, the inconsistency shall be resolved by giving preference in the following order:

(a) The Agreement,

(b) The Attachments.

ARTICLE 16. CONSTRUCTION OF THE AGREEMENT

This Agreement is a cooperative agreement issued under 49 U.S.C 106 (l) and (m) and is not a procurement contract, or grant. Nothing in this Agreement shall be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation unless explicitly stated otherwise herein Each party acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and any amendments thereto, and that, accordingly, this Agreement shall not be construed more stringently against one party than against the other.

ARTICLE 17. DISPUTES

Where possible, disputes will be resolved by informal discussion between the parties. To the extent any dispute is not resolved by informal discussion, the parties agree to engage the services of the FAA's Office of Dispute Resolution for Acquisitions to provide mediation and other ADR services in a non-binding manner to assist the parties toward resolution. If these efforts are not successful, the FAA Contracting Officer signatory to this Agreement (or his/her designated successor) will make the final decision.

ARTICLE 18. WARRANTIES

The FAA makes no express or implied warranties as to any matter arising under this Agreement, or as to the ownership, merchantability, or fitness for a particular purpose of any property, including any equipment, device, or software that may be provided under this Agreement.

ARTICLE 19. REPORTING

(a) The Contracting Officer (CO) or the Contracting Officer’s Representative (COR), listed in Article 8, as the CO’s duly authorized representative, is authorized to perform inspection on behalf of the Government for the purpose of acceptance of all services to be provided.

(b) The Contractor will provide monthly progress and status reports to the CO, the COR, and the FAA Technical Point of Contact (POC) Monthly on the 15th (or first business day following) of each calendar month covering the activities of the previous month. Monthly reports of labor hours used, minutes of meetings attended, and work accomplished will be submitted to the COR and the FAA Technical POC. The reports will also include accomplishments of the on-site Contractors, and any administrative issues that need to be reported. Additionally, the Contractor will provide an estimate of funds consumed and funding remaining within the monthly report.

(c) Inspection, review or the anticipation of acceptance/approval of an agreement item in the course of its preparation shall not be construed as assurance of acceptance of the finished product.

(d) All technical deliverables shall have a one time, 30 day review period, unless otherwise agreed to by both parties, wherein the Government shall have 30 days to review and comment.

XXXXX shall have 30 days after receipt of comments to incorporate comments into a final version of the deliverable. Deliverables shall be considered accepted if no comments are received 30 days after submission.

(e) The parties understand that data may be required from time to time to meeting either Company or Agency reporting requirements. Upon mutual agreement, each Party will support the other in these data requests to the extent that the data is releasable.

ARTICLE 20. LIMITATION OF LIABILITY

XXXXXXXX agrees to reimburse the FAA for any damage to or destruction of FAA property caused by XXXXXX or attributable to XXXXXX’s Representatives arising out of activities under this Agreement to the extent permitted by law. The FAA assumes no liability under this Agreement for any losses arising out of any action or inaction by _____________, its employees, or contractors, or any third party acting on its behalf. ______________ agrees to indemnify and hold the United States harmless against any claim by third persons for injury, death or property damage arising out of or in connection with its performance under this Agreement.

Claims for damages against the FAA of any nature whatsoever pursued under this Agreement must be limited to direct damages only up to the aggregate amount of the funding obligated under this Agreement at the time the dispute arises. In no event must the FAA be liable for claims for consequential, punitive, special, or incidental damages; lost profits; or other indirect damages.

ARTICLE 21. CIVIL RIGHTS ACT

XXXXXXXX shall comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in federally assisted programs and provide a certification to that effect.

ARTICLE 22. OFFICIALS NOT TO BENEFIT

AMS Clause 3.2.5-1, "Officials Not to Benefit" and Clause 3.2.5-7, "Disclosure Regarding Payments to Influence Certain Federal Transactions" are incorporated by reference into this Agreement.

ARTICLE 23. PROTECTION OF INFORMATION

The parties agree that they shall take appropriate measures to protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement.

Nothing herein shall be construed as diminishing or modifying in any way the Government’s intellectual property rights set forth in Article 7 above.

ARTICLE 24. GOVERNMENT’S INTENT TO PUBLISH

The FAA intends to publish normalized test data and associated analyses results first produced in the course of this agreement relating to performance, emissions, noise, aerodynamics, and aero-acoustics. Publication of this data is necessary to achieve the goals of the CLEEN III program.

The Company shall not publish, permit to be published, or distribute for public consumption any information, oral or written, concerning the results or conclusions made pursuant to the performance of this Agreement , without first submitting a draft to the FAA for review and comment. This statement includes seminars, professional society meeting/conferences and meetings with foreign dignitaries both government and from the private sector. The Company must obtain prior written consent of the Contracting Officer for any information regarding FAA involvement with this Agreement . An electronic copy of any material proposed to be published or distributed shall be submitted to the Contracting Officer. The following schedule is established as a guideline when requesting review and comment (business days):

• Written information - 15 business days

• Oral information – 15 business days

• Congressional information - 10 business days

ARTICLE 25. ATTACHMENTS

The documents identified below are attached to this Agreement and incorporated by reference:

a) TBD

Unless explicitly stated otherwise, terms used in an attachment and also used in this Agreement will have the same meaning in the attachment as in this Agreement.

ARTICLE 26. ASSIGNMENT

Neither Party will assign any rights or obligations under this Agreement without the advance written consent of the other Party, which consent will not be unreasonably withheld. Any attempt to assign or delegate in violation of this clause will be void.

ARTICLE 27. TITLE TO PROPERTY

Title to all property (including residual material) not delivered to the Government as an Agreement deliverable will remain with XXXXXXXX.

ARTICLE 28. EXECUTION

This Agreement, and any modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

ARTICLE 29. NO WAIVER

No failure by either party to exercise any right and no delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or privilege hereunder preclude further exercise of the same right or the exercise of any right hereunder. A waiver on one or more occasions of any of the provisions hereof shall not constitute a continuing waiver.

ARTICLE 30. SURVIVAL

Provisions of this Agreement that by their nature should continue in force beyond the completion or termination of this Agreement will remain in force.

ARTICLE 31. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. The invalidity of the whole or in part of any provisions hereof shall not affect the validity of any other provision. The headings of the sections herein have been inserted for convenience of reference only ad shall not affect the interpretation of any of the provisions hereof.

AGREED:

XXXXXXXX Federal Aviation Administration

BY: BY:

TITLE: TITLE:

DATE: DATE:

CLEEN III Program Manager

BY:

TITLE:

DATE: