DRAFT CA.docx

COOPERATIVE AGREEMENT

TBD

DRAFT

COOPEATIVE AGREEMENT

ARTICLE 1 INTRODUCTION, PURPOSE AND OBJECTIVE

1.1 Introduction.

This Cooperative Agreement is awarded pursuant to 51 U.S.C. 20113 (e), the National Aeronautics and Space Act. NASA Goddard Space Flight Center (GSFC) and the Center for Research and Exploration in Heliophysics (CREH) and the “Recipient” agrees that the principal purpose of this Agreement is for the public purpose of transferring of results of federally funded research to the public by the recipient to accomplish a public purpose of support by carrying out basic and applied research in the field of heliophysics in relation to NASA Strategic Goals as described in SCIENCE 2020-2024: A Vision for Scientific Excellence.

1.2 Purpose.

The Goddard “Center for Research and Exploration in Heliophysics (CREH)” and external scientists will cooperatively will carry to the public observational, experimental, and theoretical research in support of NASA’s strategic Heliophysics science objectives relating to:

a. Heliophysics: the Sun; the interplanetary medium; the magnetosphere; the ionosphere, thermosphere, and mesosphere; other planetary atmospheres and space plasma environments; local interstellar medium and the interactions and couplings among these physical regimes;

b. The informational and computational science and engineering related to the unique needs of data systems and models required to interpret data from Heliophysics science missions; and

c. The development of instrument technology and theoretical techniques required to meet these scientific challenges.

This Cooperative Agreement will allow for substantial programmatic involvement in the form of collaboration between GSFC and the “Recipient” as well as joint development of research objectives for the furtherance of the public good. The primary goal is to establish a focused GSFC/research partnership that:

a. Brings together scientists from the Center for Research and Exploration in Heliophysics and GSFC scientists to implement the NASA strategic goals in Heliophysics science;

b. Enhances the capabilities and strengths of participating organizations in Heliophysics science;

c. Provides organization and staffing flexibility to adapt to evolving research program needs;

d. Attracts superior scientists necessary to carry out programs which would be outside the capabilities of either partner working alone;

e. Promotes the involvement of minority and women scientists in space science research, for example, via focused programs recruiting undergraduate and graduate students;

f. Facilitates access to student talent and provides opportunities for their participation in NASA programs; and,

g. Facilitates interdisciplinary research with other Divisions, such as Astrophysics, Solar System Science, and Earth Science, using Heliophysics research results and models that have applicability to these other disciplines (Strategy 1.3 of the Science 2020-2024: A Vision for Scientific Excellence, “Advance discovery in emerging fields by identifying and exploiting opportunities between traditional scientific disciplines.” Recipient will be responsible for transferring to the public access to the results of federally funded research permitting the education of the public.)

1.3 Objectives

A broad and vigorous space research program in NASA is vital for the advancement of knowledge. Scientists at NASA in collaboration with outside scientists play a key role in conceiving new space missions, providing mission requirements, and achieving research objectives aimed at understanding the Sun-Earth connection, exploring the Solar System origins, and understanding structure and evolution of systems in the universe.

The Center for Research and Exploration in Heliophysics will focus primarily on scientific research. It is expected to strengthen cooperative relationships between educational, not for profit, and government scientists in the Goddard Heliophysics Science Division (Code 670), and will provide a vehicle to increase the involvement of these communities in the pursuit of NASA goals and the public good through increased scientific knowledge to the public.

The science center will conduct research collaboratively with organizational elements within the GSFC Heliophysics Science Division (Code 670). Research may involve analysis of data from operating and past missions, and modeling and design of missions planned or under development. Thus, the Government’s “substantial involvement” in the science center will be the contribution of scientific expertise and data as necessary to efficiently and effectively conduct the research described herein. Thus, the recipients “substantial involvement” in the Center for Research and Exploration in Heliophysics will permit increased scientific knowledge to be shared with the public.

Future research activities will evolve as a function of priorities, budgets, funding opportunities, and success of proposal submissions.

ARTICLE 2 – SCOPE OF AGREEMENT

2.1R HSD Laboratories and Research Objectives

The participating components of Code 670 that will be collaborating with the CREH and areas of research are described in detail in the GSFC Annual Reports and Plans and outlined below:

Heliophysics Science Division (Code 670)

The Heliophysics Science Division provides scientific leadership to achieve NASA’s strategic science goals in solar, heliospheric, magnetospheric, and ionosphere/mesosphere/thermosphere (ITM) physics as well as space weather research. It leads the definition and development of missions in support of these goals and performs research including: solar structure and magnetic activity and evolution thereof, energy buildup and release in solar eruptions, generation of the solar wind, heliospheric structure and dynamics produced by solar disturbances, magnetospheric dynamics, magnetosphere-ionosphere coupling in response to the solar wind, upper atmospheric effects, internal dynamics of the geospace system (including lower atmosphere forcing), and possible effects of the Sun on the Earth’s climate. The Division’s scientists develop coupled models of the different aspects of the Sun, heliosphere, and interactions of the Sun with Earth and other planets. They also design, propose, and fly state-of-the-art instrumentation in the areas of photon and neutral atom imaging, electric and magnetic fields, and neutral, plasma, and energetic particles. They interact with scientists in other divisions on cross-disciplinary subjects including such topics as exoplanets; planetary exospheres, magnetosphere and atmospheres, and interplanetary meteoroid environments. HSD also develops unique data systems that manage a wide range of heliophysics data to enable rapid access and sophisticated analysis across mission and discipline boundaries for the international space science community. The scientists in the Division interpret and evaluate data gathered from currently operating instruments and archival data, draw comparisons with computer simulations and theoretical models, and publish the results. The Division’s education and outreach activities communicate the excitement and societal relevance of NASA’s array of operating and future Earth-Sun Exploration missions. The HSD elements participating in the science center are:

Solar Physics Laboratory (671)

The Solar Physics Lab (SPL) leads in the exploration and understanding of the Sun as a star and as the primary driver of activity throughout the solar system. Studies of the Sun are carried out in the gamma-ray, X-ray, EUV (extreme ultraviolet)/UV (ultraviolet) and visible, and radio portions of the spectrum from space observatories (SOHO, Wind, STEREO, SDO, CODEX), sounding rockets (Extreme Ultraviolet Normal Incidence Spectrometer (EUNIS)), balloons Gamma-Ray Imager/Polarimeter for Solar flares (GRIPS) and Balloon-borne Investigation of Temperature and Speed of Electrons (BITSE), and the ground (e.g., National Solar Observatory (NSO), Mauna Lao Solar Observatory (MLSO)). Solar physics research includes studies of solar active regions, coronal holes, the solar corona, solar eruptions and the science of space weather, helioseismology, solar irradiance, and solar magnetic fields (photospheric, chromospheric, and coronal). The Solar Physics Lab conceives and executes investigations that advance knowledge of the Sun-Earth system and enable robotic and human exploration. To facilitate this, the SPL develops innovative instruments and mission concepts, theoretical models, and techniques to access and analyze data. The Laboratory is involved with mission planning and supervision, advanced instrumentation development, experiment participation, data analysis, and theoretical modeling for increased understanding of the basic processes involved. Missions under development include the PUNCH), and CODEX. Missions under study include L5 and L4 observatories, out of the ecliptic/over the pole explorers, and far-side observatories. SPL runs the Solar Data Analysis Center and the CDAW Data Center that make data products from various space missions to enable science return from NASA missions. SPL also hosts the secretariat of the International Space Weather Initiative (ISWI) that promotes science, capacity building, and outreach activities in space weather.

For more information, please visit https://science.gsfc.nasa.gov/heliophysics/solar/ Heliospheric Physics Laboratory (672)

The Heliospheric Physics Lab supports NASA missions designed to provide a better understanding of the composition, structure, and dynamics of the ionized and magnetized media in the heliosphere including the Sun's corona, the solar wind, the local interstellar medium, and their interaction with planetary plasma environments, including comets and other unmagnetized bodies. The Laboratory also focuses on the initiation and evolution of solar wind transients, e.g., interplanetary coronal mass ejections (ICMEs), shocks, co-rotating interaction regions (CIRs), and the acceleration and propagation of energetic particles. Missions in which Laboratory members participate include ACE, DSCOVR, IBEX, Voyagers, Wind, STEREO, Parker Solar Probe, and Solar Orbiter. The Laboratory is involved with mission planning and supervision, advanced instrumentation development, experiment participation, data analysis, and theoretical modeling for increased understanding of the basic processes involved For more information, please visit https://science.gsfc.nasa.gov/heliophysics/heliospheric/.

Geospace Physics Laboratory (673)

The Geospace Physics Laboratory focuses on processes occurring in the magnetospheres of magnetized planets and on the interaction of the solar wind with planetary magnetospheres as well as phenomena, such as magnetofluid turbulence, that permeate the heliosphere from the solar atmosphere to the edge of the solar system. The Geospace Laboratory boasts a diversity of areas of expertise including theory, modeling and simulations; mission support; and instrument development fostering the conception and development of missions to observe plasma phenomena throughout geospace, other planetary magnetospheres, and the heliosphere, including smallsat and CubeSat missions. The Laboratory develops improved instrumentation and theoretical models to investigate plasma processes. It establishes partnerships throughout the international science community, providing data access, analysis tools, and user support. Scientists in the Geospace Laboratory play key roles in a vast array of Science Mission Directorate (SMD) missions, including Wind, Voyager, THEMIS, Messenger, MMS, TWINS, IBEX, ACE, DSCOVR, Solar Orbiter, and many other NASA missions.

For more information, please visit https://science.gsfc.nasa.gov/heliophysics/geospace/.

Space Weather Laboratory (674)

The Space Weather Laboratory (SWL) undertakes data analysis, theoretical, and modeling studies of the causal chain of events that lead to space weather effects of interest to NASA, other US government agencies, and the general public. For this purpose, SWL maintains a world-class space environment research program, including leadership roles in the development of space environment theories and models and soft X-ray imaging instrumentation for geospace applications. Many SWL activities are pursued through partnerships with the heliophysics and space-weather communities’ worldwide, Federal agencies, industry, academia, and international organizations. SWL staff play active roles in the development of space environment missions, analysis and visualization tools, and state-of-the-art computational models. SWL communicates NASA research results to the scientific community, to various space-weather end users, and to the general public. The SWL also supports strategic planning activities at NASA, other government agencies, and international organizations (e.g., COSPAR).

For more information, please visit https://science.gsfc.nasa.gov/heliophysics/spaceweather/.

Ionosphere, Thermosphere, Mesosphere (ITM) Physics Lab (675)

The Ionosphere, Thermosphere, Mesosphere Physics Laboratory works to understand the complex dynamics and chemistry of the middle and upper atmosphere (above 50 km altitude), including its internal dynamics, electrodynamics, and chemistry, and also its tight coupling to the magnetosphere and lower atmosphere, as well as its response to variations in direct solar forcing and the influence of extraterrestrial sources such as meteoroid influx. ITM Lab research expands knowledge of our home planet, including a region that is the “home” of space weather effects. Lab research uses this accessible natural laboratory to study fundamental phenomena of rarefied gases, plasma-gas interactions, neutral dynamics and plasma electrodynamics that are universal and apply to bodies in our Solar System as well as exoplanets. The ITM Lab conceives, develops, and supports ground-based, suborbital and space-borne missions to observe gas and plasma dynamics throughout this region. The Laboratory develops improved instrumentation, theoretical models, and data analysis techniques to investigate neutral and electrodynamic processes. Lab personnel establish and support partnerships throughout the international science community, communicating research results, and providing data access and analysis techniques and tools.

For more information, please visit https://science.gsfc.nasa.gov/heliophysics/itmphysics/.

Heliophysics Data and Modeling Centers and Final Archives

The Solar Data Analysis Center (SDAC, https://umbra.nascom.nasa.gov) and the Space Physics Data Facility (SPDF, https://spdf.gsfc.nasa.gov) are the NASA archives for heliophysics data, as well as centers for excellence in providing multi-project, cross-disciplinary access to data and tools to support the broad range of science possible with present and past missions. They also produce and maintain other critical Heliophysics Data Environment (HPDE) components such as the Common Data Format (CDF) software for making and using files in a self-documenting format and the SolarSoft set of routines for solar data analysis, and the Virtual Solar Observatory (VSO) for solar data access. The SPDF and SDAC are responsible for ensuring the capture, accessibility, and preservation of legacy data from NASA Heliophysics missions.

The Community Coordinated Modeling Center (CCMC) was established as a strategic investment into the National Space Weather Program with two main goals: 1) to facilitate research and model development to advance understanding; 2) to support the transition of research models to space weather operations. The needs of CCMC science customers are primarily met through the CCMC-developed Runs-on-Request system, which allows the execution of space plasma simulations via the Internet upon customer request. The CCMC’s web site provides users with access to an expanding collection of often competing models and model combinations covering the entire domain from the solar corona to Earth’s upper atmosphere. For every request, the CCMC configures the model, execute the simulation, and provide the user with science-quality visualizations of the run results, as well as archived output for future analyses.

The CCMC evaluates the impact on performance and robustness when new features are incorporated into existing operational models and demonstrates their usefulness and readiness for operational model use. The CCMC’s real-time systems, displays for space weather situational awareness/prediction and for taking proper actions, databases and knowledge base populated in real-time (such as the integrated Space Weather Analysis system (iSWA), Database of Notifications, Knowledge Information (DONKI), validation scoreboards) serve as a showroom for demonstrating the operational potential of models, tools, applications, procedures, and forecasting techniques to operational agencies. For more information see https://ccmc.gsfc.nasa.gov/.

2.2 Research Activities during the Cooperative Agreement

The specific research activities of the Goddard Heliophysics Science Division will depend on the success rate of the Goddard civil servants, in concert with the scientists of the CREH, in submitting winning proposals to NASA Headquarters. As the description of HSD activities above demonstrates, the HSD brings a wide range of potential resources to a collaborative science center and the CREH will pursue proposal opportunities in these areas.

2.3 External Proposals by Heliophysics Science Center scientists

CREH scientists will be encouraged to seek funding from other NASA programs and other non-NASA sources, following Heliophysics Science Division policy and procedures.

These include:

· Proposals submitted by CREH under the cooperative agreement must be relevant to NASA, GSFC, and HSD strategic goals;

· Any requirements for on-site space, facilities, or other resources must be approved by the HSD in advance;

· Funding for GSFC institutional costs must be included in the proposal, and arrangements must be made to transfer the funds to GSFC;

· Any proposal requiring a substantial commitment from GSFC (e.g., instrument, balloon or sounding rocket payload development) must be coordinated with the GSFC New Business process through the HSD.

3.0 ARTICLE 3

3.1 PROGRAM MANAGEMENT

The recipient shall have an efficient management structure that allows for planning research activities with GSFC scientists; identifying, recruiting, and retaining quality research staff; and for allocating and managing research work among team members. The recipient shall also be responsible for on-boarding scientists by completing and disseminating forms and entering scientists into the NASA system for badging.

3.2 GENERAL DEFINITION

Recipient -- An organization or other entity receiving a grant or cooperative agreement. For purposes of this agreement, the "Recipient" is the organization signing the cover page of this document.

Party -- For purposes of this Agreement, the parties to this agreement are GSFC and the Recipient.

Cooperative Agreement Technical Officer (CATO)-- The Government's technical representative from GSFC charged with the oversight of the cooperative agreement.

Agreement Administrator -- The Government's principal point of contact for all administrative, financial or other non-technical issues arising under the Agreement. Unless stated otherwise, the Agreement Administrator is the Grants Officer.

Research Milestones -- Performance goals are collaboratively developed by the Government and the Recipient as a part of the annual research program planning process. Accomplishment of research milestones shall be reflected in quarterly technical status reports and shall be used by the CATO as a metric to monitor the Recipient’s use of best efforts towards attaining the research objectives.

Amendment -- any document used to effect modifications to this agreement.

Contract or Contractor - Any reference to the words “contract” or “Contractor” shall be mean “award” or “recipient,” respectively.

Federal Agency, agency, or funding Federal agency - The term “Federal Agency,” “agency,” or “funding Federal agency” shall be replaced by the term “NASA.”

3.3 PROGRAM MANAGEMENT PLANNING PROCESS.

The Recipient and GSFC researchers will jointly prepare an Annual Research Program Plan (ARPP). The ARPP will provide a detailed plan of research activities (including key personnel, staff rotation, facilities, allocation of resources and research milestones) that requires the Recipient to use its best efforts to meet specific research objectives. During the course of performance, if it appears that research goals or research milestones will not be met, the Recipient will provide a proposed adjustment in accordance with Article 3.4 Agreement Administration. In addition, the Grants Officer may from time to time request that additional research areas be added to the ARPP within the scope of this Agreement.

GSFC will conduct an annual program review that shall be held to evaluate performance against the current ARPP and review the proposed ARPP for the next year. The Grants Officer, in conjunction with the CATO, will approve the next year's ARPP and revised budget for each year. The ARPP negotiated between GSFC and the Recipient will be included in this agreement only through formal amendments to this agreement. The annual budget shall be submitted in 30 days after contract award as specified in Attachment 1.

3.4. AGREEMENT ADMINISTRATION

3.4.1 AMENDMENTS TO THIS AGREEMENT.

Any Party who wishes to modify this Agreement shall, upon reasonable notice of the proposed amendment to the other Party shall confer in good faith with the other party to determine the desirability of the proposed amendments. Amendments shall not be effective until both parties sign the amendment. The Grants Officer may unilaterally execute administrative amendments.

3.4.2 REQUIREMENTS FOR APPROVAL FOR CHANGES TO THE ANNUAL RESEARCH PROGRAM PLAN.

During the course of performance, the Grants Officer, in coordination with the Cooperative Agreement Technical Officer (CATO), will have approval authority for certain specific changes to the Annual Research Program Plan proposed by the recipient, including but not limited to:

a. changes to the Plan if such changes alter the relationship of the parties as originally agreed upon;

b. solicitation or acceptance of funding by the recipient from sources other than GSFC; [notice required, not approval]

c. changes of recipient members;

d. changes to the research goals or milestones.

3.4.3 REQUIREMENTS FOR PRIOR APPROVALS.

Recipient shall request prior approval from the Grants Officer, in coordination with the CATO, for changes to the implementation approach of this Agreement, for one or more of the following program or budget related reasons:

a. A change in the scope or the objective of the project or program (even if there is no associated budget revision requiring prior written approval);

b. b. The absence for more than 3 months, or a 25 percent reduction in time devoted to the project, by the approved program manager or principal investigator;

c. The transfer of amounts budgeted for indirect costs to absorb increases in direct costs, or vice versa.

d. The inclusion, unless waived by the Federal awarding agency, of costs that require prior approval in accordance with Subpart E—Cost Principles of this part or 45 CFR part 75 Appendix IX, “Principles for Determining Costs Applicable to Research and Development under Awards and Contracts with Hospitals,” or 48 CFR part 31, “Contract Cost Principles and Procedures,” as applicable”

e. The transfer of funds allotted for training allowances (direct payment to trainees) to other categories of expense.

f. The subaward, transfer or contracting out of substantive program performance under this agreement; however, this does not apply to the purchase of supplies, material, equipment or general support services unless approval is otherwise required by regulation or circular.

g. A “no-cost” extension of the project period that does not require additional Federal funds and does not change the approved objectives or scope of the project.

3.5 ADMINISTRATION AND AUDIT RESPONSIBILITY

The Agreements Office

NASA, Goddard Space Flight Center Attn: Grants Officer/Code TBD Building TBD, Room TBD Greenbelt, MD 20711

NASA, Goddard Space Flight Center Attn: TBD, CATO/Code 670 Building TBD, Room TBD Greenbelt, MD 20711

The Agreements Administration Office NASA, Goddard Space Flight Center Attn: TBD/Code TBD Building TBD, Rm. TBD Greenbelt, MD 20711

The Recipient Address and Point of Contact

TBD

Attn: TBD Address: TBD Phone: TBD

The Government Audit Agency

TBD

The Payment Office

NASA/Shared Service Center (NSSC) Accounts Payable, Bldg. 111 Jerry Hlass Road Stennis Space Center, MS 39539-0001

3.6 SPECIAL PROGRAMS

3.6.1 VISITING SCIENTISTS

When research objectives require unique science discipline expertise or partnership with other organizations, the CREH may be expected to support the identification, recruitment, and selection of potential collaborative partners, including:

1. Recruiting scientists in specialty disciplines for specific research projects;

2. Providing positions for scientists from other organizations to team with GSFC scientists on proposals for new initiatives.

The CREH will as appropriate and as needed establish Visiting Scientist positions, including:

· arrangement of salaries with home institutions;

· arrangement of travel;

· arranging for and coordinating visas;

· assisting with green card applications;

· arranging access to the Center through GSFC Security; and

· providing other logistical support as needed.

The positions must be approved in advance by HSD, with the needs and attributes jointly developed by the recipient with HSD.

3.6.2 POST-DOCTORAL RESEARCHES AND GRADUATE STUDENTS

The Heliophysics Science Center will support the recruitment (which may include advertising in journals, setting up booths at conferences, and visiting minority institutions) and selection of post-doctoral researchers and graduate students where appropriate for specific research tasks. Objectives of positions could include:

· Providing research opportunities for high potential recent doctoral graduates to develop candidates for future research positions in NASA and university programs;

· Maintaining a graduate student program to attract high potential students to participate in science center research activities;

· Providing research opportunities for and actively recruiting high potential post-doctoral researchers and students from under-represented groups to broaden the diversity of the hiring pool for future space science research positions;

· Providing science research, engineering, computer science, technician, or other technical expertise (especially in the area of heliophysics) needed to directly support research activities;

· Proposal development/writing support for post-doctoral and other researchers at the CREH including budget preparation and interface with proposal submission websites such as NSPIRES or Grants.gov.

· Providing travel support, mentoring, and career advancement training.

The positions must be approved in advance by HSD, with the needs and attributes jointly developed by the recipient with HSD.

3.6.3 SHORT-TERM VISITORS, WORKSHOPS, CONFERENCES, SEMINARS, AND SUMMER SCHOOLS

The CREH will support short-term visitors (up to a year) for collaboration, presentation of seminars, and program coordination. The CREH will arrange travel, center access, and other support as needed for selected researchers to participate in on-site and field activities with science center colleagues.

The CREH will also conduct workshops, conferences, and other special events. This may include summer programs for undergraduate and graduate students organized by the science center.

ARTICLE 4 FACILITIES

The facilities to be used for this Agreement are: GSFC Office and laboratory space determined for work performed under the CREH based on approved research funding. Recipient should propose an approach for location of CREH researchers if not on-site at GSFC, and for use of any laboratory capabilities that could complement and extend the research capability at Goddard.

For science center personnel proposed to work on-site at GSFC, GSFC may provide office space, telephone connections, and office supplies. Additionally, GSFC will provide existing on-site computer capabilities if available.

The CREH will provide on-site personnel with computing capabilities necessary to conduct research if such facilities are not available at GSFC. In accordance with the NASA Grant and Cooperative Agreement Manual, costs for the purchase of equipment will be permitted under the cooperative agreement only if it is determined that the equipment is technical in nature and relevant to the research being conducted.

Government property will not be provided to the CREH for use off-site unless required to perform approved research activities of limited duration and approved by GSFC/HSD in advance. The science center management will ensure that all Government property is managed following NASA/GSFC property management policy and procedures.

ARTICLE 5 AWARD TERMS AND CONDITIONS

The requirements in 2 CFR 170, 175, and 182 listed below are hereby incorporated by reference.

• a. 2 CFR Part 170, Reporting Subaward and Executive Compensation Information;

• b. 2 CFR Part 175, Award Term for Trafficking in Persons; and

• c. 2 CFR 182, Government-wide requirements for Drug-Free Workplace.

This award is subject to the requirements set forth in 2 CFR part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal awards as adopted by NASA in Part 1800 of Title 2 of the Code of Federal Regulations. Specific terms and conditions set forth in this award document are provided to supplement and clarify, not replace, the OMB Uniform Guidance, except in circumstances where a waiver from OMB Uniform Guidance requirements has been obtained by NASA.

The following Terms and Conditions in Appendix D of the GCAM are hereby incorporated by reference and made part of this agreement:

D19. COOPERATIVE AGREEMENT

(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 -

(Reference the approved proposal that contains a detailed description of the work and insert a concise statement of the exact nature of the cooperative interactions NASA and the recipient will provide.)

(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.

(End of Term and Condition)

D20. MULTIPLE YEAR AWARD

Multiple Year Award 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 – First year $TBD, Anticipated funding date.

Second year $TBD , Anticipated funding date .

Third year $TBD , Anticipated funding date .

Fourth year $TBD, Anticipated funding date Fifth year $TBD , Anticipated funding Date

(End of Term and Condition)

D21. INCREMENTAL FUNDING

(a) Only $TBD 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 $TBD.

(End of Term and Condition)

D22. COST SHARING

Cost sharing is not required; however, NASA can accept cost sharing if it is voluntarily offered, in accordance with the guidelines set forth in the Grant cooperative Agreement Manual at Section C.2- Appendix A.

(End of Term and Condition)

D23. NEW TECHNOLOGY

(a) Definitions.

Administrator, as used in this term and condition means the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative.

The term “award,” as used in this term and condition, means any actual or proposed grant, cooperative agreement, understanding, or other arrangement, and includes any assignment, substitution of parties, subaward, or subcontract executed or entered into thereunder.

Made, as used in this term and condition, means conception or first actual reduction to practice; provided, that in the case of a variety of plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of performance.

Nonprofit organization, as used in this term and condition, means a domestic university or other institution of higher education or an organization of the type described in section 501(c) (3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

Practical application, as used in this term and condition, means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Reportable item, as used in this term and condition, means any invention, discovery, improvement, or innovation of the awardee, whether or not patentable or otherwise protectable under Title 35 of the United States Code, made in the performance of any work under any NASA award or in the performance of any work that is reimbursable under any term and condition in any NASA award providing for reimbursement of costs incurred before the effective date of the award. Reportable items include, but are not limited to, new processes, machines, manufactures, and compositions of matter, and improvements to, or new applications of, existing processes, machines, manufactures, and compositions of matter. Reportable items also include new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable or otherwise protectable under Title 17 of the United States Code.

Small business firm, as used in this term and condition, means a domestic small business concern as defined at 15 U.S.C. 632 and implementing regulations (see 13 CFR 121.401et seq.) of the Administrator of the Small Business Administration.

Subject invention, as used in this term and condition, means any reportable item which is or may be patentable or otherwise protectable under Title 35 of the United States Code, or any novel variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321et seq.).

(b) Allocation of principal rights.

(1) Presumption of title. (i) Any reportable item that the Administrator considers to be a subject invention shall be presumed to have been made in the manner specified in paragraph (A) or (B) of section 20135(b)(1) of the National Aeronautics and Space Act of 1958 (51 U.S.C. 20135) (hereinafter called “the Act”), and that presumption shall be conclusive unless at the time of reporting the reportable item the recipient submits to the Grant Officer a written statement, containing supporting details, demonstrating that the reportable item was not made in the manner specified in paragraph (A) or (B) of section 20135(b)(1) of the Act.

(ii) Regardless of whether title to a given subject invention would otherwise be subject to an advance waiver or is the subject of a petition for waiver, the recipient may nevertheless file the statement described in paragraph (b)(1)(i) of this term and condition. The Administrator will review the information furnished by the recipient in any such statement and any other available information relating to the circumstances surrounding the making of the subject invention and will notify the recipient whether the Administrator has determined that the subject invention was made in the manner specified in paragraph (A) or (B) of section 20135(b) (1) of the Act.

(2) Property rights in subject inventions. Each subject invention for which the presumption of paragraph (b)(1)(i) of this term and condition is conclusive or for which there has been a determination that it was made in the manner specified in paragraph (A) or (B) of section 20135(b)(1) of the Act shall be the exclusive property of the United States as represented by NASA unless the Administrator waives all or any part of the rights of the United States, as provided in paragraph (b)(3) of this term and condition.

(3) Waiver of rights.

(i) Section 20135(g) of the Act provides for the promulgation of regulations by which the Administrator may waive the rights of the United States with respect to any invention or class of inventions made or that may be made under conditions specified in paragraph (A) or (B) of section 20135(b)(1) of the Act.

(ii) As provided in 14 CFR part 1245, subpart 1, recipients may petition, either prior to execution of the award or within 30 days after execution of the award, for advance waiver of rights to any or all of the inventions that may be made under an award. If such a petition is not submitted, or if after submission it is denied, the recipient (or an employee inventor of the recipient) may petition for waiver of rights to an identified subject invention within eight months of first disclosure of the invention in accordance with paragraph (e) (2) of this term and condition, or within such longer period as may be authorized in accordance with 14 CFR 1245.105.

(c) Minimum rights reserved by the Government.

(1) With respect to each subject invention for which a waiver of rights is applicable in accordance with 14 CFR part 1245, subpart 1, the Government reserves –

(i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of such invention throughout the world by or on behalf of the United States or any foreign government in accordance with any treaty or agreement with the United States; and

(ii) Such other rights as stated in 14 CFR 1245.107.

(2) Nothing contained in this paragraph (c) shall be considered to grant to the Government any rights with respect to any invention other than a subject invention.

(d) Minimum rights to the Recipient.

(1) The recipient is hereby granted a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a subject invention and any resulting patent in which the Government acquires title, unless the recipient fails to disclose the subject invention within the times specified in paragraph (e)(2) of this term and condition. The recipient's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the recipient is a party and includes the right to grant sublicenses of the same scope to the extent the recipient was legally obligated to do so at the time the award was issued. The license is transferable only with the approval of the Administrator except when transferred to the successor of that part of the recipient's business to which the invention pertains.

(2) The recipient's domestic license may be revoked or modified by the Administrator to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR part 404, Licensing of Government Owned Inventions. This license will not be revoked in that field of use or the geographical areas in which the recipient has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Administrator to the extent the recipient, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revocation or modification of the license, the recipient will be provided a written notice of the Administrator's intention to revoke or modify the license, and the recipient will be allowed 30 days (or such other time as may be authorized by the Administrator for good cause shown by the recipient) after the notice to show cause why the license should not be revoked or modified. The recipient has the right to appeal to the Administrator any decision concerning the revocation or modification of its license.

(e) Invention identification, disclosures, and reports.

(1) The recipient shall establish and maintain active and effective procedures to assure that reportable items are promptly identified and disclosed to recipient personnel responsible for the administration of this New Technology term and condition within six months of conception and/or first actual reduction to practice, whichever occurs first in the performance of work under this award. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of the reportable items, and records that show that the procedures for identifying and disclosing reportable items are followed. Upon request, the recipient shall furnish the Grant Officer a description of such procedures for evaluation and for determination as to their effectiveness.

(2) The recipient will disclose each reportable item to the New Technology Representative, with notice to the Grant Officer, within two months after the inventor discloses it in writing to recipient personnel responsible for the administration of this New Technology term and condition or, if earlier, within six months after the recipient becomes aware that a reportable item has been made, but in any event for subject inventions before any on sale, public use, or publication of such invention known to the recipient. The disclosure to the agency shall be in the form of a written report and shall identify the award under which the reportable item was made and the inventor(s) or innovator(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the reportable item. The disclosure shall also identify any publication, on sale, or public use of any subject invention and whether a manuscript describing such invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the recipient will promptly notify the agency of the acceptance of any manuscript describing a subject invention for publication or of any on sale or public use planned by the recipient for such invention.

(3) The recipient shall furnish the New Technology Representative, with notice to the Grants Officer, the following:

(i) Interim new technology summary reports every 12 months from the date of the award, listing reportable items during that period, and certifying that all reportable items have been disclosed (or that there are no such inventions) and that the procedures required by paragraph (e)(1) of this term and condition have been followed.

(ii) A final new technology summary report within 90 days after the end of the period of performance, listing all reportable items or certifying that there were no such reportable items, and listing all research subawardees/subcontractors at any tier containing a patent rights clause or certifying that there were no such subcontractors.

(4) The recipient agrees, upon written request of the Patent Representative, to furnish additional technical and other information available to the recipient as is necessary for the preparation of a patent application on a subject invention and for the prosecution of the patent application, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions.

(5) The recipient agrees, subject to 5(a) below, the Government may duplicate and disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this term and condition.

(a) Publishing information concerning an invention before a patent application is filed on a subject invention may create a bar to a valid patent. To avoid this bar, agencies may withhold information from the public that discloses any invention in which the Government owns or may own a right, title, or interest (including a nonexclusive license) (see 35 U.S.C. 205 and 3737 CFR part 401). Agencies may only withhold information concerning inventions for a reasonable time in order for a patent application to be filed. Once filed in any patent office, agencies are not required to release copies of any document that is a part of a patent application for those subject inventions.

(f) Examination of records relating to inventions.

(1) The Grant Officer or any authorized representative shall, until 3 years after final payment under this award, have the right to examine any books (including laboratory notebooks), records, and documents of the recipient relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this award to determine whether –

(i) Any such inventions are subject inventions;

(ii) The recipient has established and maintained the procedures required by paragraph (e)(1) of this term and condition; and

(iii) The recipient and its inventors have complied with the procedures.

(2) If the New Technology Representative or Patent Representative learns of an unreported recipient invention, the recipient may be required to disclose the invention to the agency for a determination of ownership rights.

(3) Any examination of records under this paragraph will be subject to appropriate conditions to protect the confidentiality of the information involved.

(h) Subawards/Subcontracts.

(1) Unless otherwise authorized or directed by the Grant Officer, the recipient shall –

(i) Include the clause at NASA FAR Supplement (NFS) 1852.227-70, New Technology, (suitably modified to identify the parties) in any subaward/subcontract hereunder (regardless of tier) with other than a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; and

(ii) Include the FAR clause 52.227-11, as modified by the NASA FAR Supplement (NFS) 1852.227-11, “Patent Right-Retention by the Recipient (Short Form)” (suitably modified to identify the parties) in any subaward/subcontract hereunder (regardless of tier) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work.

(2) In the event of a refusal by a prospective subrecipient to accept such a clause the recipient - (i) Shall promptly submit a written notice to the Grant Officer setting forth the subrecipient's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and

(ii) Shall not proceed with such subaward/subcontract without the written authorization of the Grant Officer.

(3) The recipient shall promptly notify the Grant Officer in writing upon the award of any subaward/subcontract at any tier containing a patent rights clause by identifying the subrecipient, the applicable patent rights term and condition/clause, the work to be performed under the subrecipient and the dates of award and estimated completion. Upon request of the Grant Officer, the recipient shall furnish a copy of such subaward/subcontract, and, no more frequently than annually, a listing of the subawards/subcontracts that have been awarded.

(4) The subrecipient will retain all rights provided for the recipient in paragraph (h)(1)(i) or (ii) of this term and condition, whichever is included in the…