A COOPERATIVE AGREEMENT NOTICE
Reusable Launch Vehicle (RLV)
Small Reusable Booster
X - 34
(Jan 1995)
National Aeronautics and
Space Administration
A
COOPERATIVE AGREEMENT
NOTICE
Reusable Launch Vehicle (RLV)
Small Reusable Booster
X-34
CAN 8-2 Response Date: February 24, 1995 4:30pm CST
Reusable Launch Vehicle (RLV)
Small Reusable Booster
X - 34
A Cooperative Agreement Notice
Soliciting Proposals for a Small Reusable Booster
Issued: January 12, 1995
National Aeronautics and Space Administration
George C. Marshall Space Flight Center
Program Development Directorate/PAO1
Marshall Space Flight Center, AL 35812
PREFACE
Reusable Launch Vehicle (RLV) - Small Reusable Booster: X -
34
The intent of this solicitation is to stimulate the joint
industry/government funded development of a small reusable,
or partially reusable, booster that has potential
application to commercial launch vehicle capabilities, which
will provide significantly reduced mission costs for placing
small payloads into a low Earth orbit (LEO). The booster
must demonstrate technologies applicable to future reusable
launch vehicles. Some of these technologies may be
demonstrated as a part of the basic booster design and some
through test bed application of the booster for
demonstration of alternative technologies. The development
schedule should support test flights beginning in late 1997,
orbital launch by mid 1998, and test bed applications later
in 1998.
The National Aeronautics and Space Administration (NASA) is
sponsoring this Cooperative Agreement Notice as part of its
activities in support of the National Space Transportation
Policy. Funding is provided through the Transportation
Division of the Office of Space Access and Technology
(OSAT).
Proposals requiring restrictions on distribution of any
aspect of the completed effort and resulting technology must
include a justification for the restriction and the time
period for which the restriction would apply. It is
important that technology demonstrated from cooperative
agreements resulting from this CAN be made available to the
public. For clarification, the governing Patent and Data
Rights clauses are intended to convey the following
(summarized): 1) Patent rights are governed by statute and
regulation and are included in Clause 5 and Attachments 1-4
of the model agreement. If industry makes an invention,
they will likely be granted title if requested (small
business firms and nonprofits may elect to retain title
while OlargeO business may petition NASA to waive title).
The Government will retain a license for government purposes
and march-in rights. If jointly invented, NASA may agree to
refrain from exercising rights which would adversely affect
commercialization by Recipient; 2) Data rights in model
agreement are based on policy, have been developed by NASA
Headquarters and assume substantial cost sharing.
Therefore, restrictions, on data, if any, are to be marked
appropriately (perhaps trade secret or proprietary), and
will be disclosed and used by NASA and its contractors only
on behalf of the government. Data rights policy is intended
to strike a balance between fulfilling public purpose of the
cooperative agreements and protecting legitimate property
interests of industry.
Proposals should also highlight the offeror's experience and
capabilities in proposed areas and how the experience and
capabilities will be employed in support of this technology
demonstration activity.
Participation in this program is open to all categories of
organizations: Industry (for profits, nonprofits, large,
small), educational institutions and other government
agencies. Joint proposals that demonstrate effective,
mutually beneficial partnerships or cooperative arrangements
between government, academia, and industry are encouraged.
The GovernmentOs role in a cooperative agreement is further
addressed in Appendix B, paragraph 5. U.S. Federal
Government agencies which elect to propose directly in
response to this CAN, in lieu of supporting another
offeror's proposal, will be expected to supply their own
funding.
Offerors shall submit proposals by February 24, 1995. Black-
out conditions will exist upon receipt of proposals for
evaluation. Proposals will be evaluated by peer and/or
technical review committees.
All or part of a proposal may be selected for negotiations
leading to a possible award of a cooperative agreement
unless the offeror requests otherwise. A proposal that is
technically and programmatically meritorious, but that
cannot be accepted because of funding uncertainties, may be
retained for future consideration, should additional funding
become available, unless the offeror requests otherwise.
Evaluation, selection and award may occur during the period
of time from receipt of proposals for evaluation to one year
after issuance date of this CAN.
The following information applies only to this CAN:
CAN Number: CAN 8-2
Submit Proposals to: Marshall Space Flight Center
Attn:GP54/Hilda Davis (CAN 8-
2)
Bldg. 4201, Room 600 H
Marshall Space Flight Center,
AL 35812
Copies Required: 15 plus 1 reproducible copy,
plus original signed copy
Selection Official: PA01/James M. McMillion
Director, Program Development
Marshall Space Flight Center,
AL 35812
Obtain additional information from:
Technical: PF01/John W. Cole
Marshall Space Flight Center,
AL 35812
(205)544-4290
Administrative and Contractual: GP54/Mark R. Stiles,
Marshall Space Flight Center,
AL 35812
(205)544-0381
or
GP54/Hilda Davis
Marshall Space Flight Center,
Al 35812
(205)544-0342
Responses to the Draft CAN 8-2 received to date have been
reviewed and summaries of comments with actions taken are as
follows:
- Encourage multiple award:
Response: Multiple awards are permitted by the CAN
subject to the specified funding limits.
- Allow small business to play a major role (not just as
a subsystem supplier):
Response: Small businesses may have a major role;
however, this will not be a small business set aside.
- Foreign participation - Is the UK a Ocountry which
encourages similar participation by US firms in
activities funded by their governmentO?:
Response: Foreign participation is only restricted to
the extent required by Federal Acquisition Regulation
(FAR) Part 25.
- Change goal to be flight demo of RLV technologies only,
drop the small payload to orbit goal:
Response: Clarification has been added to emphasize
that neither of these goals will be given precedence
over the other.
- Describe the payload to orbit objective as the primary
goal:
Response: Clarification has been added to emphasize
that neither of these goals will be given precedence
over the other.
- Make payload goal more general - small payload launches
costing two to three times less:
Response: Words have been added to accommodate this
suggestion
- Clarify the cost matching requirement. Do Government
salaries have to be covered by the $70M?:
Response: Clarifying words have been added to indicate
that charges may include Center charges for Program
Support, materials, facility modifications, etc., but
do not include salaries for NASA personnel.
- Remove requirement to utilize DC-X operations
experience as appropriate, or provide relevant data:
Response: Since the DC-X lessons learned data will not
be available in time to be provided to the proposed
bidders, this has been removed.
- Concern Over Recipients Recourse if NASA Fails a
Milestone:
Response: It is in the government's and industry's best
interest to work in partnership to meet all milestones.
The cooperative agreement encourages either party to
help the other as required in order to succeed. Early
identification of potential problems using mutually
agreed upon task schedules, cost and milestones, which
are subject to tracking and statusing by the
partnership (See Appendix B, Section 5a), should
contribute significantly to meeting milestones.
However, an appeal route has been established (see
Disputes Clause, Model Cooperative Agreement, Appendix
D) for referral to NASA Code XX, Space Transportation
Division Director of the Office of Space Access and
Technology, for resolution when appropriate.
- Clarify ownership of hardware issue:
Response: Regulations require that NASA retain
ownership of all equipment purchased with NASAOs
contribution to any cooperative agreement. The
Recipient shall have title to equipment and other
personal property acquired with Recipient funds.
Further discussion is provided in Appendix B, paragraph
6, j, (4).
- CEROs cost too high for this type of approach:
Response: The cost assessment will incorporate the best
information available for properly assessing the
business plans and costs. No change to the CAN was
made in this regard.
- Will someone who uses a lot of NASA personnel be
favored? (Oload the band-wagonO):
Response: Effective use of Government expertise and
facilities is an intent of the CAN. The amount of
Government participation is not an evaluation factor.
Words have been added to clarify these points.
- Favoring promises of greater cost sharing vs. actually
delivering on this promise:
Response: No changes required for this comment,
evidence of capability is already required. NASA will
evaluate the business plans of offerors using available
Government expertise.
- What if Government backs out?:
Response: Addressed by Suspension or Revocation Clause,
termination/liability issue.
- Slip proposal due date to Mar 30:
Response: The proposers will be allowed approximately
45 days.
- Concerned about being a co-inventor and the loss of
exclusive rights:
Response: Patent rights are governed by statute and
regulation, and are included in clause 5 and
attachments 1D4 of the model agreement. If industry
makes an invention, they will likely be granted title
if requested. If jointly invented, NASA may agree to
refrain from exercising rights which would adversely
affect commercialization by Recipient. Further
clarification provided in Preface, 3rd page, paragraph
ii.
- Desire for guaranteed payloads (anchor tenancy):
Response: NASA currently has no authority to guarantee
flights or flight rates.
- Clarify how testbed flight experiments will be
developed and funded:
Response: Test bed flight experiments will be developed
and funded outside the scope of the X-34 CAN. Two of
these test bed flight experiments will be integrated
and flown within the scope of this CAN. Details of
these experiments are strongly dependent on the
configuration selected and are not currently available.
Recommendations from the Industry Partner regarding
candidate technology experiments will be considered.
Appendix A provides technical description relative to the X-
34. Appendix B contains basic guidance needed for
preparation of solicited proposals in response to this CAN.
Appendix C contains the CAN proposal format to follow. A
Model Cooperative Agreement, Points of Contact at NASA
centers and DoD laboratories/centers, OMB Circular A-110,
section 23, and a Acronyms list are contained in attached
Appendices D through G respectively.
An electronic copy of this Cooperative Agreement Notice
(CAN) is available over the internet. See instructions on
CAN Internet Access in Appendix A, Section 7.
Your interest and cooperation in participating in this CAN
are appreciated.
Original signed by
Charles E. Henke
Director, Procurement Office
Enclosures
This Page Intentionally Left Blank
Reusable Launch Vehicle - Small Reusable Booster: X - 34
TABLE OF CONTENTS
Page
Preface ii
Table Of Contents viii
Appendix A
TECHNICAL DESCRIPTION A-1
1. Introduction A-2
2. Scope A-2
2.1 Goal A-2
2.2 Objectives A-3
3. Guidelines A-4
4. Resource Sharing A-4
5. Government Budget Information A-5
6. Proposed Deviations A-5
7. CAN Internet Access A-5
8. Project Measurement A-6
Appendix B
INSTRUCTIONS FOR RESPONDING TO NASA COOPERATIVE
AGREEMENT NOTICE B-1
1. Foreword B-2
2. Policy B-2
3. Relationship to Award B-2
4. Conformance to Guidance B-2
5. CAN-Specific Items B-3
6. Proposal Contents B-3
7. Length B-7
8. Joint Proposals B-8
9. Late Proposals B-8
10. Withdrawal B-8
11. Evaluation Factors B-8
12. Cancellation of CAN B-8
13. Schedule B-9
Appendix C CAN
PROPOSAL FORMAT C-1
1. Proposal Format C-2
2. Proposal Cover Page C-3
3. Proposal Summary Form C-4
5. Budget Summary C-5
6. Current And Pending Support C-8
7. Certification C-9
Appendix D
MODEL COOPERATIVE AGREEMENT D-1
Appendix E
POINTS OF CONTACT E-1
Appendix F OMB
CIRCULAR A-110, SECTION 23 F-1
Appendix G
ACRONYMS G-1
APPENDIX A
TECHNICAL DESCRIPTION
REUSABLE LAUNCH VEHICLE
SMALL REUSABLE BOOSTER: X - 34
APPENDIX A
TECHNICAL DESCRIPTION
1. Introduction
The high cost of space launch remains a central barrier to
the continued expansion of economic activity into near-earth
space. As a goal, NASA seeks to significantly reduce launch
costs to the customer for small low Earth orbit (LEO) class
payloads. NASA is therefore interested in supporting the
development of launch technology and operational concepts
that demonstrate significant reductions in launch costs.
The NASA Office of Space Access and Technology conducts
space research and development through sponsorship of
technology programs conducted at the NASA Field Centers, in
United States industry, and in American universities. The
Space Transportation Division supports the Office of Space
Access and Technology by sponsoring the development of next
generation space transportation technologies. NASAOs
Reusable Launch Vehicle (RLV) technology program will
accelerate the development and application of new space
launch technologies and operational concepts to contribute
to the continuing development of the national space launch
industry. The goal of the RLV technology program is the
continued lowering of space access costs to promote the
creation and delivery of new space services and other
activities that will improve economic competitiveness.
The intent of this NASA Cooperative Agreement Notice (CAN)
is two fold: (1) stimulate the development of a small
reusable, or partially reusable, booster that has potential
application to commercial launch vehicle capabilities, which
will provide significantly reduced mission costs for placing
small payloads into LEO, and (2) demonstrate technologies
that have application to future reusable launch vehicle
systems. Taken together, these activities are expected to
lead to U.S. economic growth and the continuing commercial
development of near-earth space.
2. Scope
Participation in this program is open to all categories of
organizations, both domestic and foreign. Organizations
include industry, educational institutions, nonprofit
organizations, NASA centers, and Federal, state, and local
government agencies. Joint proposals that demonstrate
effective, mutually beneficial partnerships or cooperative
arrangements between government, academia, and industry are
encouraged. U.S. Federal Government agencies who wish to
participate will be expected to supply their own funding.
NASA may fund one or more proposals under this CAN subject
to the expected program funding limit.
2.1 Goal
The goal of this CAN is to enhance U.S. commercial space
launch competitiveness by:
a.Developing capabilities that significantly reduce
the cost of launching small LEO class payloads.
b.Demonstrating space launch technologies and
operational concepts on a small, operational,
reusable booster.
2.2 Objectives
The specific objectives of this CAN are to:
a.Develop a small reusable, or partially reusable
booster that has potential application to commercial
launch capabilities, which reduce launch costs to
the customer by a factor of approximately three for
small payloads, consistent with the offeror's
assessed commercial LEO market requirements.
b.Demonstrate technologies applicable to future
reusable launch vehicle systems, both through the
development of technologies inherent in the basic
booster design and test bed use of the booster to
conduct experiments on other reusable launch vehicle
technologies. These two areas of demonstration are
delineated as follows:
(1)As a part of the basic booster design, the
technologies to be demonstrated may include
composite structures; reusable tanks; reusable
engines; thermal protection systems; vehicle
health monitoring (VHM) systems; automated
ascent, re-entry and landing systems; and
operability concepts. The basic design is not
expected to include new propulsion technologies.
(2)For use as a test bed, the booster must be
capable of accommodating alternative technology
experiments, which may include alternative
propulsion systems, combustion chemistry,
alternative thermal protection systems,
alternative avionics, and experiments to provide
flight data to validate hypersonic flight
environments during ascent and re-entry.
Development and provision of these alternative
technologies are not required as part of the
effort under this CAN and may be provided for the
test bed flights by NASA sources external to the
XD34 program.
c.Develop and demonstrate reusability and operability
concepts that result in significantly reduced launch
costs and rapid processing for re-flight.
d.Begin test flights in late 1997.
e.Demonstrate, by mid 1998, orbital delivery
capability consistent with the offeror's assessed
commercial LEO market requirements.
f.Adapt the booster to accommodate alternate reusable
launch vehicle technologies and conduct two test bed
flights of these alternate technologies beginning in
late 1998.
g.Produce flight data to support validation of vehicle
hypersonic flight environments during ascent and re-
entry.
h.Demonstrate that an industry led, joint
industry/government funded partnership can
successfully accomplish the development of a new
booster within three years and with a fixed
Government funding profile.
i.Facilitate the transfer of new technology and
operational concepts to other U.S. industrial and
Government organizations.
Since the primary goal of this CAN is to promote the
competitiveness of the U.S. space launch industry, all
proposals shall address how their activities will further
this goal.
3. Guidelines
The following should be used as guidelines:
a.Develop two boosters (including spares and other
necessary equipment) to support test flight schedules.
Alternate approaches that provide equivalent risk
mitigation will be considered.
b.Make innovative use of existing and evolving
technologies.
c.Use industry led industry/government design and
development teams and innovative management concepts.
d.Make effective use of NASA personnel and facilities.
e.Provide adequate performance, cost and schedule margins
throughout the design and development process.
f.Demonstrate effective, mutually beneficial partnerships
or cooperative arrangements between government,
academia and industry.
g.Work with other Federal Agencies (e.g., Department of
Transportation, Federal Aviation Administration) to
certify new, commercially developed, space launch
centers; or qualify existing air transportation
infrastructure for space launch activities; as required
by the proposed concept.
4. Resource Sharing
The industry cost sharing contribution is required to match
on a cumulative basis, as a minimum, the NASA funds provided
directly to the offeror under the resulting cooperative
agreement (i.e., offerors may exceed the fiscal year cost
sharing requirement, but shall not contribute less than that
required on a FY basis.). Industry cost sharing may include
cash (profit based or venture capital), Independent Research
and Development (IR&D) funds to be expended in performance
of the cooperative agreement, and in-kind contributions.
Industry in-kind contributions are governed by Office of
Management and Budget (OMB) Circular A-110, Section 23,
entitled "Cost Sharing or Matching". Industry's cost share
shall not be charged to the Government under any other
contract, grant, or cooperative agreement, except for
allocation as an indirect cost as part of an IR&D program.
However, offerors shall not count IR&D funds already
allocated as cost sharing to existing cooperative agreement
efforts again as in-kind contribution for the XD34.
OfferorOs proposed cost sharing shall begin upon award. For
cost sharing purposes, the GovernmentOs share is defined as
that amount to be funded under the cooperative agreement.
5. Government Budget Information
Any award is subject to availability of funds. The
following funding profile is provided as a guide to the
potential level of funding available and the industry
contribution need not match this profile.
The expected NASA program funding, in millions of dollars
and by fiscal year (FY), is as follows:
FY95 FY96 FY97 FY98 FY99 TOTAL
10 30 15 10 5 70
This funding profile covers funds for both of the following:
a.Funds provided directly to the offeror(s) under the
resulting cooperative agreement(s), in conjunction with
the payment milestones, and
b.Funds required to pay for charges relating to the
performance of NASA responsibilities under the
resulting cooperative agreement(s) (NASA
responsibilities may require in-kind resources in the
form of personnel, facilities, services, etc., made
available through the various NASA Centers). These
charges may include Center charges for Program Support,
materials, facility modifications, etc., but do not
include salaries for NASA personnel. Offerors are
responsible for negotiating letters of response from
each participating NASA center, which will define
Center responsibilities and the charges relating to the
performance of these responsibilities (see Appendix B,
Section 5a and Appendix E). Payment of these charges
will be made internal to the Government out of the
available program funding.
6. Proposed Deviations
It is anticipated that the terms and conditions of any
resultant cooperative agreement will essentially be the same
as those contained under Appendix D - Model Cooperative
Agreement. Offerors shall indicate any clauses which the
offeror is unwilling to accept, state reasons for the
objections, and propose alternate wording, as appropriate.
In the absence of objections to the cooperative agreement
clauses, the offeror shall include a statement of
acceptance.
7. CAN Internet Access
A digital copy of this CAN and related documents may be
obtained over the internet. The documents are in American
Standard Code Information Interchange (ASCII) format and
Rich Text Interchange Format (RTF). The ASCII versions
reside on a World Wide Web (WWW) server at the Marshall
Space Flight Center (MSFC), which may be accessed using
client browsers, such as MOSAIC. The WWW address, or
Uniform Resource Locator (URL), of the MSFC Procurement home
page is: "http://procure.msfc.nasa.gov". Instructions are
available on-line. The RTF documents may be downloaded
using "anonymous File Transfer Protocol (FTP)" from the
/pub/solicit directory of the FTP server,
sunwks.msfc.nasa.gov. Anonymous FTP connection is
accomplished by entering the above server location in the
"Server" or "Host" field, entering "anonymous" in the "User
ID" field, entering either "guest" or preferably your e-mail
address (e.g. jsmith@msfc.nasa.gov) in the "Password" field,
and entering the above directory information in the
"Directory" field. The RTF documents should be downloaded
as "text" in accordance with the instructions for your FTP
application.
If you have any problems, ask for help from your system
administrator.
8. Project Measurement
Offerors shall define, measure, evaluate, and report their
own progress toward project success over the course of the
project (see Appendix B, Paragraph 6(l)).
APPENDIX B
INSTRUCTIONS FOR RESPONDING TO NASA COOPERATIVE AGREEMENT
NOTICE
REUSABLE LAUNCH VEHICLE
SMALL REUSABLE BOOSTER: X - 34
APPENDIX B
INSTRUCTIONS FOR RESPONDING TO NASA COOPERATIVE AGREEMENT
NOTICE
1. Foreword ideas submitted in
response to the CAN, to
NASA depends upon industry, be used as the basis of
educational institutions, a solicitation or in
and other nonprofit negotiation with other
organizations for many of organizations, nor is a
its research and pre-award synopsis
development efforts. While published for individual
a number of mechanisms have proposals.
been developed over the
years to inform the c.A solicited proposal
research and development that results in a NASA
community of those areas in award becomes part of
which NASA has special the record of that
research interests, the transaction and may be
instructions in this available to the public
appendix apply only to this on specific requests;
Cooperative Agreement however, information or
Notice. A NASA Cooperative materials that NASA and
Agreement Notice (CAN) the awardees mutually
permits competitive agree to be of a
selection of projects in privileged nature will
accordance with statute, be held in confidence to
and preserves some of the the extent permitted by
traditional concepts and law, including the
understanding associated Freedom of Information
with NASA sponsorship Act.
normally solicited by a
NASA Research Announcement d.NASA may select only a
(NRA). A CAN also portion of a proposed
introduces new concepts for application, in which
NASA sponsorship. case the offeror will be
given the opportunity to
2. Policy accept or decline such
partial acceptance.
a.NASA fosters and
encourages the e.NASA reserves the right
submission of proposals to reject any or all
relevant to Agency proposals received in
mission requirements by response to the CAN when
solicitations which such action is
describe areas of considered in the best
interest to NASA. interest of the
Proposals received in Government.
response to this CAN
will be used only for 3. Relationship to Award
evaluation purposes.
A cooperative agreement
b.NASA does not allow a will be used to accomplish
proposal, the contents the effort funded on the
of which are not basis of a proposal
available without submitted in response to
restriction from another this CAN.
source, or any unique
4. Conformance to to be substantially
Guidance involved, to have a
meaningful role, not
a.NASA does not have any just an oversight role,
mandatory forms or in accomplishing tasks
formats for preparation under the agreement. The
of responses to CANs; government's
however, it is requested involvement/contribution
that proposals conform could include a
to the procedural and combination of cash,
submission guidelines personnel, facilities,
covered in these services, materials,
instructions, as well as facility modifications,
Appendix C, CAN proposal etc., but not just cash
format. In particular, only. Industry is
NASA may accept encouraged to propose
proposals without the use of only those
discussion; hence, NASA resources they
proposals should believe necessary for
initially be as complete successful completion of
as possible and be the project. The degree
submitted on the of use of NASA resources
offerorsO most favorable will not be a factor in
terms. contractor selection.
Where appropriate,
b.In order to be industry may propose to
considered responsive to use government
the solicitation, a resources. This use of
submission must, at a government resources
minimum, present a must be negotiated
specific project within between the offeror and
the area delineated by the affected
the CAN; contain installation(s) prior to
sufficient technical and submission of the
cost information to proposal and must
permit a meaningful include mutually agreed
evaluation; be signed by upon task schedules,
an official authorized cost and milestones
to legally bind the which are subject to
submitting organization; tracking and statusing
not merely offer to by the partnership for
perform standard the purpose of early
services or to just identification of
provide facilities or potential problems; and
services; and not must be supported by a
significantly duplicate letter of response from
a more specific current, the installation's
or pending NASA designated point of
solicitation. contact. The designated
points of contact are
5. CAN-Specific Items given in Appendix E.
b.The installation point
a.Cooperative agreements of contact is the single
require the government entry and exit point to
the installation. The certifications, in
point of contact is accordance with those
responsible for given in Appendix C of
coordination with the this CAN.
appropriate laboratory,
facility, etc., within c.Transmittal Letter or
the installation. After Prefatory Material shall
completion of be limited to the
negotiations with the following:
appropriate lab,
facility, etc., industry (1)The legal name and
is required to provide address of the
the results to the organization and
installation point of specific division or
contact. campus
identification, if
c.The installation letter part of a larger
of response will organization.
contain a list,
description and (2)Type of
limitations of all organization; e.g.,
negotiated installation profit, nonprofit,
resources to be educational, small
utilized. It will also business, minority,
contain all costs women-owned, etc.
associated with these The Standard
resources. These costs Industrial Code for
must be included in the this CAN is 8731.
Government Support Cost The small business
line item #9, in the size standard is
budget summary form (see 1000 employees;
Appendix C) of the
proposal along with a (3)Name and telephone
copy of the number of the Lead
installation's response Partner and business
letter. personnel who may be
contacted during
6. Proposal Contents evaluation or
negotiation.
a.The following general
information is needed in (4)Identification of
all proposals in order any other
to permit consideration organizations that
in an objective manner. are currently
Each proposal copy shall evaluating a
contain all submitted proposal for the
material, including a same effort.
copy of the transmittal
letter if it contains (5)Identification of
substantive information. the specific CAN, by
number and title, to
b.The proposals shall have which the proposal
fully completed and is responding.
signed cover pages and
(6)Date of submission. numbers or other
identification] of
(7)Commitment and this proposal
response letters. constitutes a trade
secret and/or
d.Restriction on Use and information that is
Disclosure of Proposal commercial or
Information financial, and
confidential or
It is NASA policy to use privileged. It is
information contained in furnished to the
proposals for evaluation Government in
purposes only. While confidence with the
this policy does not understanding that
require that the it will not,
proposal bear a without permission
restrictive notice, of the offeror, be
offerors or quoters used or disclosed
should, in order to other than for
maximize protection of evaluation
trade secrets or other purposes; provided,
information that is however, that in
commercial or financial, the event a grant
and confidential or or cooperative
privileged, place the agreement is
following notice on the awarded on the
title page of the basis of this
proposal and specify the proposal, the
information subject to Government shall
the notice by inserting have the right to
appropriate use and disclose
identification, such as this information
page numbers, in the (data) to the
notice. In any event, extent provided in
information (data) the grant or
contained in proposals cooperative
will be protected to the agreement. This
extent permitted by law; restriction does
but, NASA assumes no not limit the
liability for use and/or GovernmentOs right
disclosure of to use or disclose
information not made this information
subject to the notice. (data) if obtained
from another source
NOTICE without
restriction.
Restriction on Use
and Disclosure e.Abstract
of Proposal
Information Include a concise (200-
300 words) abstract
The information describing the proposed
(data) contained effort and the method of
in/on [insert page approach.
area, if any.
f.Certifications
(2)The main body of the
The following proposal shall be a
certifications are to be detailed statement
included: Certification of the work to be
Regarding Drug Free undertaken and
Workplace Requirements, should include
Certification Regarding specific technical
Debarment, Suspension, objectives and
and Other Responsibility expected
Matters, and significance,
Certification Regarding relation to the
Lobbying. Appendix C present state of the
contains forms for these art, relation to
certifications. previous work done
by the offeror and
g.Project Description to related work in
progress elsewhere.
(1)The technical The statement should
section shall outline the general
contain a brief plan of work,
summary, followed by including the
a description of the proposed management
technical content of arrangements,
the proposed effort, approach to systems
the approach, and engineering and an
the expected adequate description
results. Proposals of proposed NASA
shall include a Center involvement.
brief schedule for The project
the proposed effort, description should
with milestones, be prepared in a
payment milestones, manner that
tasks and completion addresses the
dates. The summary evaluation factors
shall also contain a in these
description of the instructions and any
business approach additional specific
for subsequent objectives of this
commercialization, CAN. Any
including the substantial
offeror's assessment collaboration with
of the government organizations or
and commercial individuals not
markets for this referred to in the
capability, the budget or use of
practical effect on consultants should
current launch be described.
systems and what
impact there will be h.Management Approach
upon U.S.
competitiveness in For efforts involving
the space launch interactions among
individuals from more associated with the
than one organization, project. Give the
plans for dissemination names and titles of
of responsibilities and any other engineers
any necessary and technical
arrangements for personnel associated
ensuring a coordinated substantially with
effort should be the project in an
described. This shall advisory capacity.
include a one page Universities should
outline of the articles list the approximate
of collaboration. The number of students
working relationship or other assistants,
with NASA field centers together with
should be described in information as to
this section. their level of
academic attainment.
i.Key Personnel Any special industry-
university
(1)A brief biographical cooperative
sketch referencing arrangements should
related work of key be described.
personnel shall be
included, along with j.Facilities and Equipment
any exceptional
qualifications (1)Proposals should
covering the past 5 describe the
years. The proposed use of any
biographical sketch government
shall not exceed one facilities and
page per person. equipment during the
conduct of the
(2)The Program Manager proposed cooperative
is responsible for agreement. This
direct supervision should be based on
of the work and prior discussions
participates in the concluded with the
conduct of the respective
project regardless installation to
of whether or not agree on potential
compensation is government
received under the contributions in a
award. Omit social resultant
security number and cooperative
other personal items agreement. Should
which do not merit the potential
consideration in government
evaluation of the contribution involve
proposal. Give use of Civil Service
similar biographical personnel, the
information on other proposal must
senior professional reflect costs
personnel who will associated with
be directly those personnel.
continue commercial
(2)Describe available efforts following
facilities and major the cooperative
items of equipment agreement, it should
especially adapted be part of the
or suited to the Recipient's
proposed project, contribution as
and any additional opposed to part of
major equipment that the Government's
will be required. contribution.
Identify any
Government-owned k.Proposed Costs/Cost
facilities, Sharing
industrial plant
equipment, or In addition to the
special tooling that instructions contained
are proposed for use here, offerors are
on the project. referred to Appendix C.
This appendix, contains
(3)Before requesting a a model format for
major item of proposed budgets.
capital equipment, Offerors' proposed cost
the offeror should sharing shall begin upon
determine if sharing award.
or loan of equipment
already within the (1)Proposals shall
organization is a include a clear,
feasible alternative descriptive summary
to purchase. Where of the cost sharing
such arrangements contributions of
cannot be made, the both Government and
proposal should so industry, the basis
state. for value
determination of the
(4)Potential offerorOs cost
respondents should sharing contribution
be aware that to the program, and
regulations require evidence of the
that NASA retain offeror's capability
ownership of all to provide the
equipment purchased industry cost
with NASA's sharing
contribution to any contribution.
cooperative Allowable cost
agreement. The sharing
Recipient shall have contributions are
title to equipment defined in Appendix
and other personal A, Sections 4 and 5.
property acquired
with Recipient (2)The budget summary
funds. Therefore, shall be presented
if the Recipient in the Budget
would need the Summary Form as
equipment to described in
Appendix C, CAN completion of these
Proposal Format, milestones. Payment
consistent with the milestones shall be
accompanying general defined in terms of
and line-by-line accomplishment, date,
instructions. and amount. The first
payment milestone must
l.Project Measurement not precede receipt by
NASA of the articles of
The proposal should collaboration including
describe how the signed agreements among
project's management all parties.
will define, measure,
evaluate, and report its n.Classified Information
own progress toward
project success over the Proposals should not
course of the project. contain national-
The plan should include security sensitive or
a definition of project classified material.
success that the Project However, if the proposed
Lead and Co-Leads will work requires access to
use to guide the effort, or may generate such
and also include information, the
provisions for measuring submitter will be
progress toward cost required to comply with
savings and reportable applicable Government
innovations for the security regulations.
benefit of the relevant
industry as a whole. o.Current and Pending
Project financial Support
reporting must be
developed to (1)Following the budget
quantitatively track and section, the
report progress during proposal shall
the entire period of the contain a summary of
project. current and pending
Federal support of
m.Cooperative Agreement all projects with
Payment substantial
Schedule/Milestone involvement of the
Accomplishments program manager and
each key sub-manager
Offerors shall identify for whom support is
and schedule significant requested. The
accomplishments towards format appears in
achieving the objectives Appendix C. The
of the cooperative information content
agreement. These shall include:
accomplishments will be source of support,
referred to as payment project title with
milestones. NASA will grant or contract
provide incremental number, award amount
payments of its by Government fiscal
contribution upon year, and total
award amount, award Every effort should be made
period, level of to keep proposals as brief
effort in person- as possible, concentrating
months, and the on substantive material
location where the essential for a complete
work is to be understanding of the
performed. project.
(2)For other current Proposals should be written
projects being concisely in English. The
conducted by the total length of the
Principal proposal including cover
Investigator, page, prefatory material,
provide title of figures, tables, list of
project, sponsoring references, etc., shall not
agency, and ending exceed 75 pages on 8.5O x
date. 11O paper. Foldouts shall
not exceed 11" x 17" and
p.Special Matters each foldout will be
counted as two pages.
(1)Include any required Required certifications and
statements of prefatory material will not
environmental impact be assessed against this
of the work, page limit. Pages in
conflict of excess of this limit will
interest, or on such not be considered in the
other topics as may evaluation and will be
be required by the returned. There shall be a
nature of the effort maximum of 52 lines per
and current page using uncompressed
statutes, executive font point sizes of 12 or
orders, or other larger, normal leading
current Government- (space between lines), and
wide guidelines. 1-inch margins. Text
embedded in graphics or
(2)Offerors should figures may be less than 12
include a brief point font size, but must
description of the be greater than 6 point
organization, its font size.
facilities, and
previous work To facilitate the recycling
experience in the of shredded proposals after
field of the review, proposals shall be
proposal. Identify submitted on plain, white
the cognizant paper only. This precludes
Government audit the use of cardboard stock,
agency, inspection plastic covers, and colored
agency, and paper.
administrative
contracting officer, 8. Joint Proposals
when applicable.
The effort contemplated by
7. Length this CAN may involve joint
efforts among individuals
in different organizations
or mutual efforts of more (1)Reduction of the
than one organization. cost of launching
Where multiple small LEO class
organizations are involved, payloads as compared
the proposal shall be to existing launch
submitted by only one of systems for the same
them. In this event, it payload class.
should clearly describe the
role to be played by the (2)Demonstration of
other organizations and space launch
indicate the legal and technologies and
managerial arrangements operational concepts
contemplated. on a small, reusable
booster.
9. Late Proposals
b.Evaluation of a
A proposal received at the proposalOs intrinsic
designated office after the merit includes the
date and time specified in consideration of the
the CAN may still be following factors, none
considered if it is in the of which is more
best interest of the important than any
government. other:
(1)Overall technical
10. Withdrawal merit, programmatic
soundness, and
Proposals may be withdrawn business approach of
by the offeror at any time. the proposal
Offerors are requested to including unique and
notify NASA if the proposal innovative methods,
is funded by another approaches, and
organization or other concepts.
changed circumstances which
dictate termination of (2)The offerorOs
evaluation. capabilities,
related experience,
11. Evaluation Factors facilities,
techniques, or
The principal elements (of unique contributions
approximately equal weight) of these which are
considered in evaluating a integral factors for
proposal are its relevance achieving the
to the intent of this CAN, proposalOs
intrinsic merit, and cost. objectives.
a.Evaluation of a (3)The qualifications,
proposalOs relevance to capabilities, and
the intent of this CAN experience of the
includes the proposed program
consideration of the manager, and key
following factors, which personnel who are
are of equal importance: critical in
achieving the actual notice of
proposalOs cancellation. Cancellation
objectives. may be followed by issuance
and synopsis of a revised
(4)Overall standing CAN, since amendment of the
among similar CAN is normally not
proposals available permitted.
for evaluation
and/or evaluation 13. Schedule
against the known
state of the art. The schedule for the
preparation, review and
c.Evaluation of the cost selection of proposals for
of a proposed effort this CAN is as follows:
includes the
consideration of the October 19 , 1994
realism and Industry
reasonableness of the Briefing and
offerorOs proposed costs release of
(see Budget Summary draft CAN
Form, Line #6, Page C- January 12, 1995 Release
5), the relationship of of final CAN
the proposed total February 24, 1995
program costs to the Proposals
expected available due
funding; and the 4:30 pm CDT
proposed cost sharing
(page C-5, item 7) by NASA will contact both
the offeror as defined successful and unsuccessful
in paragraph 4.0, offerors.
Appendix A. The
evaluation of the
offerorOs cost sharing
includes consideration
of the following, in
order of importance:
cash (profit based or
venture capital), IR&D,
and in-kind
contributions.
12. Cancellation of CAN
NASA reserves the right to
make no awards under this
CAN and, in the absence of
program funding or for any
other reason, to cancel
this CAN by having a notice
published in the Commerce
Business Daily. NASA
assumes no liability for
canceling the CAN or for
anyoneOs failure to receive
This Page Intentionally Left Blank
APPENDIX C
CAN PROPOSAL FORMAT
REUSABLE LAUNCH VEHICLE
SMALL REUSABLE BOOSTER: X - 34
APPENDIX C
PROPOSAL FORMAT
Please prepare your proposal in the following format:
Page Length
Prefatory Material 3 Pages (not
included in page count)
Standard Cover Page (see page C-3) 1 Page
Proposal Summary Form 1 Page
Budget Summary Form 6 Pages (approx)
Additional Detailed Budget Information As Required
Certifications (see pages C-9, C-10, C-11) 3 Pages (not
included in page count)
Table of Contents 1 Page
1. Project Description
2. Management Approach
3. Key Personnel (Biographical Sketches)
4. Facilities and Equipment
5. Proposed Costs/Cost Sharing
6. Project Measurement
7. Cooperative Agreement Payment Schedule/Milestone
Accomplishments
8. Classified Information
9. Current and Pending Support
10. Special Matters
Reminder: proposals shall not exceed 75 pages.
These blanks for NASA use only:
Log No.:
Date Received:
Cooperative Agreement No.:
Reusable Launch Vehicle (RLV)
Small Reusable Booster: X - 34
Proposal Cover Page
___________________________________________________
___________________________________________________
Proposal Title
_________________________________________
Program ManagerOs Signature and Date
___________________________________________________
___________________________________________________
Typed Name and Title of Program Manager
___________________________________________________
Program ManagerOs Telephone Number with Area Code
___________________________________________________
Name of Organization
_________________________________________
Authorizing Organization OfficialOs Signature and Date
___________________________________________________
___________________________________________________
Authorizing Organization OfficialOs Typed Name and Title
___________________________________________________
Authorizing Organization OfficialOs Telephone Number with
Area Code
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
Organization Address, including Postal Code and Country
Reusable Launch Vehicle (RLV)
Small Reusable Booster: X - 34
Proposal Summary Form
1. Proposal Title:
2. Program ManagerOs Name, Organization, and Address:
3. Abstract: (200 to 300 wordsDnot to be replicated in the
body of the proposal)
BUDGET SUMMARY *
From ______________________ To __________________
FOR NASA USE ONLY
A B C
1. Direct Labor
(salaries, wages, __________ __________ __________
fringe benefits)
2. Total Direct Labor __________ __________ __________
Hours
3. Other Direct
Costs:
a. Subcontractors __________ __________ __________
b. Consultants __________ __________ __________
c. Equipment __________ __________ __________
d. Supplies __________ __________ __________
e. Travel __________ __________ __________
f. Other __________ __________ __________
4. Indirect Costs,
Including Percent __________ __________ __________
5. Other Applicable __________ __________ __________
Costs
6. Subtotal __________ __________ __________
7. Recipient's
Proposed Cost __________ __________ __________
Sharing
8. RecipientOs
Proposed
Cooperative __________ __________ __________
Agreement Funding:
9. Cost of Government
Contributions (in- __________ __________ __________
kind)
10. Total Program __________ __________
Costs
* Note: Fill out once for entire proposed effort and fill
out again once for each year of effort on an annual basis
(government fiscal years, e.g., October 1, 1995 to September
30, 1996).
General Instructions
1. Provide a separate budget summary sheet for each year of
the proposed research.
2. Recipient estimated costs should be entered in Column A.
Columns B and C are for NASA use only. Column C represents
the approved cooperative agreement budget.
3. Provide in attachments to the budget summary the detailed
computations of estimates in each cost category, along with
any narrative explanation required to fully explain proposed
costs.
4. General-purpose, non-technical equipment is not allowable
as a direct cost to NASA cooperative agreements unless
specifically approved by the Contracting Officer.
5. In connection with indirect cost, provide the name,
address, and telephone number of the Federal agency and
official having cognizance over such matters for the
institution.
Line-by-Line Instructions
1. Direct Labor (salaries, wages and fringe benefits):
Attachments should list number and titles of personnel,
amount of time to be devoted to the cooperative agreement
and hourly rates of pay.
2. Total Direct Labor Hours: Show total number of estimated
labor hours required to accomplish the task.
3. Other Direct Costs:
a. Subcontractors - Attachments should describe the work
to be subcontracted, estimated amount, Recipient (if known),
and the reason for subcontracting this effort.
b. Consultants - Identify consultants to be used, why they
are necessary, time to be spent on the project, and rates of
pay (not to exceed the equivalent of the daily rate for GS-
18 in Federal service: $429 per day as of January 12, 1992,
excluding expenses and indirect cost).
c. Equipment - List separately and explain the need for
items of equipment exceeding $1,000. Describe the basis for
the estimated cost.
d. Supplies - Provide general categories of needed
supplies, the method of acquisition, estimated cost, and the
basis for the estimate.
e. Travel - List proposed trips individually, describe
their purpose in relation to the cooperative agreement,
provide dates, destination, and number of travelers where
known, and explain how the cost for each was derived.
f. Other - Enter the total of any other direct costs not
covered by 3a through 3e. Attach an itemized list
explaining the need for each item and the basis for the
estimate.
4. Indirect Costs: Identify indirect cost rate(s) and
base(s) as approved by the cognizant Federal agency,
including the effective period of the rate. If unapproved
rates are used, explain why and include the computational
basis for the indirect expense pool and corresponding
allocation base for each rate.
5. Other Applicable Costs: Enter the total of any other
applicable costs. Attach an itemized list explaining the
need for each item and the basis for the estimate.
6. Subtotal -- Estimate Costs: Enter the sum of items 1,
3.a, through 3.f, 4, and 5.
7. Recipient's Proposed Cost Sharing : Enter the amount of
total proposed cost sharing. Cost sharing shall also be
described and categorized in separate attachment(s)
consistent with Section B, Paragrph 6 (k) (1).
8. RecipientOs Proposed Cooperative Agreement Funding: Net
cost to Government after cost sharing.
9. Costs of Government's Contribution: Enter the proposed
total costs of government's contribution which includes some
combination of facility modifications and resource
utilization (labor, propellants, etc.) based upon commitment
letters from Government.
10. Total Program Costs: Item 8 plus item 9.
LIST CURRENT AND PENDING SUPPORT
FROM ALL OTHER SOURCES
This list should include all current research support from
all other sources. It must include the proposed project and
all other research requiring a part or portion of the time
of the Program Manger and other senior personnel. The number
of person-months must be stated regardless of the source of
the support. Please provide this information in the
following form:
I. Name of Program Manager
A. Current Support
B. Pending Proposals (including renewal applications)
List separately for (A) and (B):
(1) Source of Support
(2) Project Title and Short Abstract
(3) Award Amount
(4) Period Covered by Award
(5) Person-Months
(6) Location where activity is/will be performed
II. Names of other key personnel
List (A) and (B) as shown above.
III. Other agencies to which the proposal, or parts thereof,
has been submitted.
Certification Regarding Drug-Free Workplace Requirements
Recipients Other Than Individuals
____________________________________________________________
_
This certification is required by the regulations
implementing the Drug-Free Workplace Act of 1988, 34 (CFR)
Part 85, Subpart F. The regulations, published in the
January 31, 1989 Federal Register, require certification by
Recipients, prior to award, that they will maintain a drug-
free workplace. The certification set out below is a
material representation of fact upon which reliance will be
placed when the agency determines to award the cooperative
agreement. False certification or violation of the
certification shall be grounds for suspension of payments,
suspension or termination of cooperative agreements, or
government wide suspension or debarment (see 34 CFR Part 85,
Sections 85.615 and 85.620).
This Recipient certifies that it will provide a drug-free
workplace by:
(a) Publishing a statement notifying employees that
the unlawful manufacture, dissemination dispensing,
possession or use of a controlled substance is
prohibited in the RecipientOs workplace and specifying
the actions that will be taken against employees for
violation of such prohibition;
(b) Establishing a drug-free awareness program to
inform employees about -
(1) The dangers of drug abuse in the workplace.
(2) The RecipientOs policy of maintaining a drug-
free workplace.
(3) Any available drug counseling, rehabilitation,
and employee assistance programs.
(4) The penalties that may be imposed upon
employees for drug abuse violations in the
workplace.
(c) Making it a requirement that each employee to be
engaged in the performance of the cooperative agreement
be given a copy of the statement required by paragraph
(a).
(d) Notifying the employee in the statement required
by paragraph (a) that as a condition of employment
under the cooperative agreement, the employee will -
(1) Abide by the terms of the statement.
(2) Notify the employer of any criminal drug
statute conviction for a violation occurring in the
workplace no later than five days after such
conviction.
(e) Notifying the agency within ten days after
receiving notice under subparagraph (d)(2) from an
employee or otherwise receiving actual notice of such
conviction.
(f) Taking one of the following actions, within 30
days of receiving notice under subparagraph (d)(2),
with respect to any employee who is so convicted -
(1) Taking appropriate personnel action against
such an employee, up to and including termination;
or
(2) Requiring such employee to participate
satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by
a Federal, State, or local health, law enforcement,
or other appropriate agency.
(g) Making a good faith effort to continue to maintain
a drug-free workplace through implementation of
paragraph (a), (b), (c), (e), and (f).
____________________________________________________________
__________________________
Organization Name (PR)/Award Number or Project
Name
____________________________________________________________
__________________________
Name and Title of Authorized Representative
____________________________________________________________
__________________________
Signature Date
ED 80-0004
Certification Regarding
Debarment, Suspension, and Other Responsibility Matters
Primary Covered Transactions
____________________________________________________________
_
This certification is required by the regulations
implementing Executive Order 12549, Debarment and
Suspension, 34 CFR Part 85, Section 85.510, ParticipantOs
responsibilities. The regulations were published as Part
VII of the May 26, 1988 Federal Register (pages 19160-
19211). Copies of the regulation may be obtained by
contacting the U.S. Department of Education, Grants and
Contracts Service, 400 Maryland Avenue, S. W. (Room 3633 GSA
Regional Office Building No. 3), Washington, DC 20202-4725,
telephone (202) 732-2505.
(1) The prospective primary participant certifies to the
best of its knowledge and belief, that it and its
principals:
(a) Are not presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal
department or agency.
(b) Have not within a three-year period preceding this
proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a
criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal,
State, or local) transaction or contract under a public
transaction; violation of Federal or State antitrust
statues or commission of embezzlement theft, forgery,
bribery, falsification or destruction of records,
making false statements, or receiving stolen property.
(c) Are not presently indicted for or otherwise
criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the
offenses enumerated in paragraph (1)(b) of this
certification.
(d) Have not within three-year period preceding this
application/proposal had one or more public
transactions (Federal, State, or local) terminated for
cause or default.
(2) Where the prospective primary participant is unable
to certify to any of the statements in this
certification, such prospective participant shall attach
an explanation to this proposal.
____________________________________________________________
__________________________
Organization Name PR/Award Number or Project
Name
____________________________________________________________
__________________________
Name and Title of Authorized Representative
____________________________________________________________
__________________________
Signature Date
ED Form GCS-008 (REV.12/88)
CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative
Agreements
The undersigned certifies, to the best of his or her
knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be
paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have
been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and
submit Standard Form-LLL, ODisclosure Form to Report
Lobbying,O in accordance with its instructions.
(3) The undersigned shall require that the language of this
certification be included in the award documents for all sub-
awards at all tiers (including subcontracts, sub-grants, and
contracts under grants, loans, and cooperative agreements)
and that all shall certify and disclose accordingly.
This certification is a material representation of fact upon
which reliance was placed when this transaction was made or
entered into. Submission of this certification is a
prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person
who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000, and not
more than $100,000 for each such failure.
____________________________________________________________
_
Signature and Date
____________________________________________________________
_
Name and Title of Authorized Representative
____________________________________________________________
_
Organization Name
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APPENDIX D
MODEL COOPERATIVE AGREEMENT
REUSABLE LAUNCH VEHICLE
SMALL REUSABLE BOOSTER: X - 34
MODEL COOPERATIVE AGREEMENT
X-34
SMALL REUSABLE BOOSTER
COOPERATIVE AGREEMENT (As Defined in 31 U.S.C. 6305) (The
Chiles Act)
BETWEEN
[NAME AND ADDRESS OF RECIPIENT]
AND
FOR RESEARCH ENTITLED:
Agreement No.: Effective Date:
Authority: 42 U.S.C. 2451 and NHB 5800.1C
Total Amount of Agreement: $ x,xxx,xxx (Includes Company
Contributions and Government Funding)
Total Estimated Government Funding of the Agreement: $
x,xxx,xxx
Funds Obligated: $ x,xxx,xxx
NASA Procurement Request No.:
Appropriation:
NASA/MSFC Points of Contact:
Technical Representative Contract Specialist
Payment Office
Financial Management Office, BF52
Marshall Space Flight Center, AL 35812
FOR [Name of Recipient] FOR The United States of
America
NASA
____________________________________________________________
__________
(Signature) Date (Signature) Date
(Name, Title) ( ), Contracting Officer
(Authorized Representative)
TABLE OF CONTENTS
1. PURPOSE
2. RESPONSIBILITIES
3. RESOURCE SHARING REQUIREMENTS
4. RESERVED
5. PATENT RIGHTS
6. RIGHTS IN DATA
7. TERM OF THIS AGREEMENT
8. NASA FUNDING/RESOURCE SHARING
9. DISPUTES
10. LIABILITY AND RISK OF LOSS
11. MILESTONE PAYMENTS
12. ADDITIONAL FUNDS
13. INCREMENTAL FUNDING
14. COST PRINCIPLES AND ACCOUNTING STANDARDS
15. RESPONSIBILITIES OF NASA CONTRACTING OFFICER'S
REPRESENTATIVE
16. PUBLICATIONS AND REPORTS
17. SUSPENSION OR REVOCATION
18. EQUIPMENT AND OTHER PROPERTY
19. CIVIL RIGHTS
20. SUBCONTRACTS
21. CLEAN AIR-WATER POLLUTION CONTROL ACTS
22. DEBARMENT AND SUSPENSION AND DRUG-FREE WORKPLACE
23. FOREIGN NATIONAL EMPLOYEE INVESTIGATIVE REQUIREMENTS
24. RESTRICTIONS ON LOBBYING
25. TRAVEL AND TRANSPORTATION
26. OFFICIALS NOT TO BENEFIT
27. ELECTRONIC FUNDS TRANSFER PAYMENT METHODS
28. RETENTION AND EXAMINATION OF RECORDS
29. RESTRICTIONS ON SALE OR TRANSFER OF TECHNOLOGY TO
FOREIGN FIRMS OR INSTITUTIONS
30. RECIPIENT KEY PERSONNEL
31. MODIFICATION
ATTACHMENT A: RESPONSIBILITIES
ATTACHMENT B: PAYMENT MILESTONES
ATTACHMENTS I - IV: PATENT RIGHTS (LARGE BUSINESS), PATENT
RIGHTS (SMALL BUSINESS), REQUEST FOR
WAIVER OR RIGHTS, DESIGNATION OF NEW
TECH AND PATENT REPRESENTATIVE
1. Purpose
The intent of this NASA Cooperative Agreement is two
fold: (1) stimulate the development of a small reusable, or
partially reusable, booster that has potential application
to commercial launch vehicle capabilities, which will
provide significantly reduced mission costs for placing
small payloads into Low Earth Orbit (LEO), and (2)
demonstrate technologies that have application to future
reusable launch vehicle systems. Taken together, these
activities are expected to lead to U.S. economic growth and
the continuing commercial development of near-earth space.
2. Responsibilities
This cooperative agreement will include substantial
NASA participation during performance of the effort. NASA
and the Recipient agree to the following Responsibilities, a
statement of cooperative interactions to occur during the
performance of this effort. NASA and the Recipient will
exert all reasonable best efforts to fulfill the
responsibilities stated below, and to accomplish the purpose
of this cooperative agreement.
a. NASA and the Recipient shall each be responsible
for particular aspects of project performance as set forth
in Attachment A - Responsibilities.
b. Because NASA contractors may obtain access to
certain intellectual property arising from work for NASA in
support of this agreement, NASA will inform Recipient, in
writing whenever NASA intends to use NASA contractors to
perform engineering services in support of this agreement.
3. Resource Sharing Requirements
a. NASA and the Recipient will share in providing the
resources required for performance under this agreement. The
NASA funding, and the dollar value of Recipient's matching
in-kind and/or cash contributions, are specified under
Clause 8 - NASA Funding/Resource Sharing. Criteria and
procedures for the allowability and allocability of costs,
both that funded by NASA and shared by the Recipient as a
cash contribution, are as defined in FAR Part 31, entitled
"Contract Cost Principles and Procedures" (Part 31.2,
Contracts with Commercial Organizations; Part 31.3,
Contracts with Educational Institutions; Part 31.6,
Contracts with State, Local and Federally recognized Indian
Tribal Governments; and Part 31.7, Contracts with Nonprofit
Organizations). In-kind contributions by the Recipient are
governed by OMB Circular A-110, Section 23, entitled "Cost
Sharing or Matching."
b. The Recipient's share shall not be charged to the
Government under this agreement or under any other contract,
grant, or cooperative agreement, except that the Recipient's
contribution may be considered as allowable IR&D costs
pursuant to NFS 31.205-18 (59 Fed. Ref. 22521, May 2, 1994).
c. NASA and the Recipient shall periodically (at least
annually) review actual versus planned resource
contributions to verify that reasonable efforts are being
made by the Recipient to provide the agreed to resource
contributions.
d. All in-kind contributions by NASA and the Recipient
shall be clearly delineated under Attachment A -
Responsibilities.
4. Reserved
5. Patent Rights
5.1 Definitions
a. "Contract" means any actual or proposed contract,
cooperative agreement, agreement, understanding, or other
arrangement, and includes any assignment, substitution of
parties, or subcontract executed or entered into thereunder.
b. "Invention" means any invention or discovery which
is or may be patentable or otherwise protectable under Title
35 of the United States Code.
c. "Made" when used in relation to any invention means
the conception or first actual reduction to practice such
invention.
d. "Nonprofit organization" 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.
e. "Practical application" 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 the 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.
f. "Recipient" as used in this clause, Patent Rights,
means; (1) the Consortium, where the Consortium has been
formed into a separate legal entity by the non-U.S.
Government parties to this cooperative agreement for
carrying out their responsibilities under this cooperative
agreement; and/or Consortium Member, where a Consortium
Member is each non-U.S. Government party to this
cooperative agreement as set forth in the articles of
collaboration or partnership agreement of the Consortium;
and/or other entities having a contractual relationship with
the Consortium or Consortium Members that are assigned or
contracted to perform specified participant activities under
this cooperative agreement; or
(2) The firm, where a single firm has entered into this
cooperative agreement with NASA; and/or other entities
having a contractual relationship with the firm that are
assigned or contracted to perform specified participant
activities under this cooperative agreement.
Recipient shall mean "contractor" for purposes of the PATENT
RIGHTS - RETENTION BY CONTRACTOR clauses (Attachments I -
IV).
g. "Small Business Firm" means a domestic small
business concern as defined at 15 U.S.C. 632 and
implementing regulations of the Administrator of the Small
Business Administration. (For the purpose of this
definition, the size standard contained in 13 CFR 121.3-8
for small business contractors and in 13 CFR 121.3-12 for
small business subcontractors will be used.)
h. "Subject Invention" means any invention of a
Recipient and/or Government employee conceived or first
actually reduced to practice in the performance of work
under this contract.
5.2 Allocation of Principal Rights
a. Recipient Inventions
For other than Small Business Firms or Nonprofit
organization Recipients, the "PATENT RIGHTS - RETENTION BY
RECIPIENT (LARGE BUSINESS)" clause applies (Attachment I).
For Small Business Firm and Nonprofit organization
Recipients, the "PATENT RIGHTS RETENTION BY RECIPIENT (SMALL
BUSINESS)" clause applies (Attachment II).
b. NASA Inventions
NASA will use reasonable efforts to report inventions
made by NASA employees as a consequence of, or which bear a
direct relation to, the performance of specified NASA
activities under this cooperative agreement and, upon timely
request, will grant the Recipient the first option to
acquire either an exclusive or partially exclusive,
revocable, royalty-bearing license, on terms to be
subsequently negotiated, for any patent applications and
patents covering such inventions, and subject to the license
reserved in paragraph 5.2 (e)(1), below. At a minimum, the
Recipient or each Consortium Member (if applicable) as
determined by the Consortiums' Articles of Collaboration or
partnership agreement, 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.
Each license extends to its subsidiaries and affiliates, if
any, within the corporate structure of the license and
includes the right to grant sublicenses of the same scope to
the extent the licensee was legally obligated to do so at
the time the cooperative agreement was awarded.
c. NASA Contractor Inventions
In the event NASA contractors are tasked to perform
work in support of specified NASA activities under this
cooperative agreement and inventions are made by contractor
employees, and NASA has the right to acquire or has acquired
title to such inventions, NASA use reasonable efforts to
report such inventions and, upon timely request, will grant
the Recipient or designated Consortium Member (if
applicable), the first option to acquire either an exclusive
or partially exclusive, revocable, royalty-bearing license,
upon terms to be subsequently negotiated, for any patent
applications and patents covering such inventions, and
subject to the license reserved in paragraph 5.2 (e)(2),
below. At a minimum, the Recipient or each Consortium
Member (if applicable), as determined by the Consortiums'
Articles of Collaboration or partnership agreement, 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. Each license extends to its
subsidiaries and affiliates, if any, within the corporate
structure of the licensee 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 cooperative
agreement was awarded.
d. Joint NASA and Recipient Inventions
NASA and Recipient agree to use reasonable efforts to
identify and report to each other any inventions made
jointly between NASA employees (or employees of NASA
contractors) and employees of Recipient.
(1) For other than small business firms and nonprofit
organizations NASA may agree that the United States will
refrain from exercising its undivided interest in a manner
inconsistent with Recipient's commercial interest and to
cooperate with Recipient in obtaining patent protection on
its undivided interest on any waived inventions subject,
however, to the condition that Recipient makes its best
efforts to bring the invention to the point of practical
application at the earliest practicable time. In the event
that the Administrator determines that such efforts are not
undertaken, the Administrator may void NASA's agreement to
refrain from exercising its undivided interest and grant
licenses for the practice of the invention so as to further
its development. In the event that the Administrator decides
to void NASA's agreement to refrain from exercising its
undivided interest and grant licenses for this reason,
notice shall be given to the Inventions and Contributions
Board as to why such action should not be taken. Either
alternative will be subject to the applicable license or
licenses reserved in paragraph 5.2 (e) below.
(2) For small business firms and nonprofit
organization, NASA shall assign or transfer whatever rights
it may acquire in a subject invention from its employee to
the Recipient as authorized by 35 U.S.C. 202(e).
e. Minimum rights reserved by the Government
Any license or assignment granted Recipient pursuant to
paragraphs 5.2 (b), 5.2 (c) or 5.2(d) above will be subject
to the reservation of the following licenses:
(1) As to inventions made solely or jointly by NASA
employees, the irrevocable, royalty-free right of the
Government of the United States to practice and have
practiced the invention by or on behalf of the United
States; and
(2) As to inventions made solely by, or jointly with,
employees of NASA contractors, the rights in the Government
of the United States as set forth in (1) above, as well as
the revocable, nonexclusive, royalty free license in the
contractor as set forth in 14 CFR 1245.108.
f. Preference for United States manufacture. The
Recipient agrees that any products embodying subject
inventions or produced through the use of subject inventions
shall be manufactured substantially in the United States.
However, in individual cases, the requirement to manufacture
substantially in the United States may be waived by NASA
upon a showing by the Recipient that under the circumstances
domestic manufacture is not commercially feasible.
g. Work performed by the Recipient under this
cooperative agreement is considered undertaken to carry out
a public purpose of support and/or stimulation rather than
for acquiring property or services for the direct benefit or
use of the Government. Accordingly, such work by the
Recipient is not considered "by or for the United States"
and the Government assumes no liability for infringement by
the Recipient under 28 U.S.C. 1498.
6. Rights in Data
6.1 Definitions
"Data," means recorded information, regardless of form,
the media on which it may be recorded, or the method of
recording. The term includes, but is not limited to, data
of a scientific or technical nature, computer software and
documentation thereof, and data comprising commercial and
financial information.
6.2 Data Categories
a. General: Data exchanged between NASA and Recipient
under this cooperative agreement will be exchanged without
restriction as to its disclosure, use or duplication except
as otherwise provided below in this provision.
b. Background Data: In the event it is necessary for
Recipient to furnish NASA with Data which existed prior to,
or produced outside of, this cooperative agreement, and such
Data embodies trade secrets or comprises commercial or
financial information which is privileged or confidential,
and is so identified with a suitable notice or legend, the
Data will be maintained in confidence and disclosed and used
by NASA and its contractors (under suitable protective
conditions) only for the purpose of carrying out NASA's
responsibilities under this cooperative agreement. Upon
completion of activities under this agreement, such Data
will be disposed of as requested by Recipient.
c. Data first produced by Recipient: In the event
Data first produced by Recipient in carrying out Recipient's
responsibilities under this cooperative agreement is
furnished to NASA, and Recipient considers such Data to
embody trade secrets or to comprise commercial or financial
information which is privileged or confidential, and such
Data is so identified with a suitable notice or legend, the
Data will be maintained in confidence and disclosed and used
by ["NASA" or "the Government," as appropriate] and its
contractors (under suitable protective conditions) only for
[insert appropriate purpose; for example: experimental;
evaluation; research; development, etc.] by or on behalf of
["NASA" or "the Government" as appropriate]. In order that
[ONASAO or the OGovernmentO, as appropriate] and its
contractors may exercise the right to use such Data for the
purposes designated above, NASA, upon request to the
Recipient, shall have the right to review and request
delivery of Data first produced by Recipient. Delivery shall
be made within a time period specified by NASA.
d. Data first produced by NASA: As to Data first
produced by NASA in carrying out NASA's responsibilities
under this cooperative agreement and which Data would embody
trade secrets or would comprise commercial or financial
information that is privileged or confidential if obtained
from the Recipient such Data will, to the extent permitted
by law, be appropriately marked with a notice or legend and
maintained in confidence for a period of ( ) years [INSERT A
PERIOD UP TO 5 YEARS] after development of the information,
with the express understanding that during the aforesaid
period such Data may be disclosed and used (under suitable
protective conditions) by or on behalf of the Government for
Government purposes only, and thereafter for any purpose
whatsoever without restriction on disclosure and use.
Recipient agrees not to disclose such Data to any third
party without NASA's written approval until the
aforementioned restricted period expires.
e. Copyright. In the event Data is exchanged with a
notice indicating that the Data is protected under copyright
as a published, copyrighted work, or are deposited for
registration as a published work in the U.S. Copyright
Office, the following paid-up licenses shall apply:
(1) If it is indicated on the data that the data
existed prior to, or was produced outside of, this
agreement, the receiving party and others acting on its
behalf, may reproduce, distribute, and prepare derivative
works for the purpose of carrying out the receiving party's
responsibilities under this operative agreement; and
(2) If the furnished data does not contain the
indication of (1) above, it will be assumed that the data
was first produced under this agreement, and the receiving
party and others acting on its behalf, shall be granted a
paid up, nonexclusive, irrevocable, worldwide license for
all such Data to reproduce, distribute copies to the public,
prepare derivative works, and perform publicly and display
publicly, by or on behalf of the receiving party. For Data
that is computer software, the right to distribute shall be
limited to potential users in the United States.
When claim is made to copyright, the Recipient shall affix
the applicable copyright notice of 17 U.S.C. 401 or 402 and
acknowledgment of Government sponsorship to the data when
and if the data are delivered to the Government.
f. Oral and visual information. If information which
the Recipient considers to embody trade secrets or to
comprise commercial or financial information which is
privileged or confidential is disclosed orally or visually
to NASA, such information must be reduced to tangible,
recorded form (i.e., converted into Data as defined herein),
identified and marked with a suitable notice or legend, and
furnished to NASA within 10 days after such oral or visual
disclosure, or NASA shall have no duty to limit or restrict,
and shall not incur any liability for, any disclosure and
use of such information.
g. Disclaimer of Liability. Notwithstanding the
above, NASA shall not be restricted in, nor incur any
liability for, the disclosure and use of:
(1) Data not identified with a suitable notice or
legend as set in paragraph 7.2.c. above; nor
(2) Information contained in any Data for which
disclosure and use is restricted under paragraphs 6.2.c. and
d. above, if such information is or becomes generally known
without breach of the above, is known to or is generated by
NASA independently of carrying out responsibilities under
this agreement, is rightfully received from a third party
without restriction, or is included in data which
Participant has, or is required to furnish to the U.S.
Government without restriction on disclosure and use.
6.3 Marking of Data
Any Data delivered under this cooperative agreement, by
NASA or the Recipient, shall be marked with a suitable
notice or legend indicating the data was generated under
this cooperative agreement.
6.4. Public Information Data
Notwithstanding 6.2(c) and (d) above, the parties agree
that the following data will not be restricted (i.e., public
information):
____________________________________________________________
__________
____________________________________________________________
__________
____________________________________________________________
__________
6.5 Lower Tier Agreements
The Recipient shall include this clause 6, suitably
modified to identify the parties, in all contracts or lower
tier agreements, regardless of tier, for experimental,
developmental, or research work.
7. Term of This Agreement
The agreement commences on the effective date and continues
through _____________________. If all resources are
expended prior to the duration, the parties have no
obligation to continue performance and may elect to cease at
that point. The parties may extend the expiration date if
additional time is required to complete the milestones at no
increase in Government resources. Provisions of this
Agreement, which, by their express terms or by necessary
implication, apply for periods of time other than that
specified as the agreement term, shall be given effect,
notwithstanding expiration of the term of the agreement.
8. Multiple Year Cooperative Agreement
This is a multiple year cooperative agreement. The
first year is awarded upon execution of the basic
cooperative agreement. Contingent on the availability of
funds, technical progress of the project, and continued
relevance to NASA programs, NASA and the Recipient
anticipate continuing support and resource sharing at
approximately the following levels, for the renewal period
shown:
NASA Funding Recipient Cash Recipient In-
kind
Basic: $ ____________ $ ____________ $ ____________
Second Period: $ ____________ $ ____________ $ ____________
Third Period: $ ____________ $ ____________ $ ____________
Fourth Period: $ ____________ $ ____________ $ ____________
Fifth Period: $ ____________ $ ____________ $ ____________
TOTAL: $ ____________ $ ____________ $ ____________
9. Disputes
The parties to this agreement shall communicate with
one another in good faith and in a timely and cooperative
manner when raising issues under this provision.
Any dispute, which for the purposes of this clause
includes any disagreement or claim, between NASA and the
Recipient concerning questions of fact or law arising from
or in connection with this agreement and whether or not
involving alleged breach of this agreement, may be raised
only under this provision.
Whenever a dispute arises, the parties shall attempt to
resolve the issues involved by discussion and mutual
agreement as soon as practicable. In no event shall a
dispute which arose more than three (3) months prior to the
notification made under the following paragraph of this
provision constitute the basis for relief under this article
unless NASA waives this requirement.
Failing resolution by mutual agreement, the aggrieved
party shall document the dispute by notifying the other
party in writing of the relevant facts, identify unresolved
issues, and specify the clarification or remedy sought.
Within five (5) working days after providing written notice
to the other party, the aggrieved party may, in writing,
request a decision by the dispute resolution official, the
Space Transportation Division Director, Office of Space
Access and Technology, NASA Code XX. The other party shall
submit a written position on the matters in dispute within
thirty (30) calendar days after being notified 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. Such resolution
is not subject to further administrative review and, to the
extend permitted by law, shall be final and binding.
10. Liability and Risk of Loss
With regard to activities undertaken pursuant to this
agreement, neither party shall make any claim against the
other, employees of the other, the other's related entities
(e.g., contractors, subcontractors, etc.), or employees of
the other's related entities for any injury to or death of
its own employee or employees of its related entities, or
for damage to or loss of its own property or that of its
related entities, whether such injury, death, damage or loss
arises through negligence or otherwise, except in the case
of willful misconduct.
To the extent that a risk of damage or loss is not
dealt with expressly in this agreement, each party's
liability to the other party arising out of this Agreement,
whether or not arising as a result of an alleged breach of
this Agreement, shall be limited to direct damages only, and
shall not include any loss of revenue or profits or other
indirect or consequential damages.
11. Milestone Payments
a. By submission of the first invoice, the Recipient
is certifying that it has an established accounting system
which complies with standards promulgated by the Cost
Accounting Standards Board or generally accepted accounting
principles, with the requirements of this agreement, and
that appropriate arrangements have been made for receiving,
distributing, and accounting for funds received under this
agreement.
b. Payments will be made upon the completion of the
milestones listed in Attachment B - Payment Milestones.
c. The contractor is not entitled to partial payment
for partial completion of a payment milestone.
d. Upon submission by the Recipient of invoices in
accordance with the provisions of the agreement and upon
certification by NASA of completion of the payable
milestone, the Contracting Officer shall authorize payment.
NASA will make best efforts to make payments on such
invoices within 30 days of receipt.
e. Invoices hereunder shall be submitted in the
original and five copies to: NASA/MSFC, Financial
Management Office, BF52.
f. Upon completion or revocation of this agreement,
the Recipient shall identify any milestone payments received
in excess of NASA's share of allowable and allocable costs
incurred. The parties may mutually agree to continue
performance using the excess funds or the Government may
require a refund.
12. Additional Funds
Pursuant to this agreement, NASA is providing a fixed
amount of funding for activities to be undertaken under the
terms of this cooperative agreement. NASA is under no
obligation to provide additional funds. Under no
circumstances shall the Recipient undertake any action which
could be construed to imply an increased commitment on the
part of NASA under this cooperative agreement.
13. Incremental Funding
This cooperative agreement is incrementally funded.
The Government's obligation is limited to funds obligated on
the cover page of this agreement or modification thereto.
14. Cost Principles and Accounting Standards
The expenditure of Government funds and the
allowability of costs recognized as resource contribution by
the Recipient (See Clause 3, Resource Sharing Requirements)
shall be governed by the FAR cost principles.
15. Responsibilities of the NASA Contracting Officer's
Representatives
Designation of the NASA Contract Specialist and
Technical Representative are listed on the cooperative
agreement cover sheet.
The Contract Specialist shall serve as NASA's
authorized representative for the administrative elements of
all work to be performed under the agreement.
The Technical Representative shall have the authority
to issue written Technical Advice which suggests redirecting
the project work (e.g., by changing the emphasis among
different tasks), or pursuing specific lines of inquiry
likely to assist in accomplishing the effort. The Technical
Representative shall have the authority to certify
completion of milestones for payment of invoices and verify
performance of Recipient responsibilities. The Technical
Representative is not authorized to issue and the Recipient
shall not follow any Technical Advice which constitutes work
which is not contemplated under this agreement; which in any
manner causes an increase or decrease in the resource
sharing or in the time required for performance of the
project; which has the effect of changing any of the terms
or conditions of the Cooperative Agreement; or which
interferes with the Recipient's right to perform the project
in accordance with the terms and conditions of this
Cooperative Agreement.
16. Publications and Reports
a. NASA encourages the widest practicable
dissemination of research results at all times during the
course of the investigation consistent with the other terms
of this agreement.
b. All information disseminated as a result of the
cooperative agreement, shall contain a statement which
acknowledges NASA's support and identifies the cooperative
agreement by number.
c. Prior approval by the NASA Technical Representative
is required only where the Recipient requests that the
results of the research be published in a NASA scientific or
technical publication. Two copies of each draft publication
shall accompany the approval request.
d. For any technical reporting included under
Attachment A - Responsibilities, an original and two copies,
one of which shall be of suitable quality to permit micro-
reproduction, shall be sent by Recipient as follows:
(1)Original--Contracting Officer.
(2)Copy--Technical Representative
(3)Micro-reproducible copy--NASA Center for
Aerospace Information (CASI), Attn: Accessioning
Department, 800 Elkridge Landing Road, Linthicum
Heights, Maryland 21090-2934.
17. Suspension or Revocation
a. This cooperative agreement may be suspended by NASA
or revoked in whole or in part by the Recipient or by NASA
after discussions between the parties. Suspension or
revocation shall be by written notice to the authorized
contractual representative of the other party. The Recipient
shall take all reasonable and necessary steps to stop work
and minimize further incurrence of costs after the
suspension or revocation takes effect.
b. Suspension of the cooperative agreement may occur
when the Recipient has failed to comply with the terms of
the cooperative agreement. Upon reasonable notice to the
Recipient, NASA may temporarily suspend the cooperative
agreement and withhold further payments, pending corrective
action by the Recipient or a decision by NASA to revoke the
cooperative agreement.
c. In the event of revocation, the Recipient shall be
paid milestones completed consistent with Article 11-
Milestone Payments. In addition, the Recipient shall be paid
a proportionate amount of the milestone payment for any
milestone partially completed. Said proportionate amount
shall be equal to the percentage of completion of the
milestone in progress, as determined jointly by NASA and the
Recipient. However, the GovernmentOs obligation is limited
to funds obligated on the cover page of this agreement or
modification thereto. In the event that the parties cannot
agree as to percentage of completion, the parties will turn
to the Disputes Article of this Agreement for resolution.
18. Equipment and Other Property
a. NASA cooperative agreements permit acquisition of
technical property required for the conduct of research.
Acquisition of property costing in excess of $5,000 and not
included in the approved proposal budget requires the prior
approval of the Contracting Officer unless the item is
merely a different model of an item shown in the approved
proposal budget.
b. Recipients may not purchase, as a direct cost to
the cooperative agreement, items of non-technical property,
examples of which include but are not limited to office
equipment and furnishings, air conditioning equipment,
reproduction and printing equipment, motor vehicles, and
automatic data processing equipment. If the Recipient
requests an exception, the Recipient shall submit a written
request for Contracting Officer approval, prior to purchase
by the Recipient, stating why the Recipient cannot charge
the property to indirect costs.
c. Under no circumstances shall cooperative agreement
funds be used to acquire land or any interest therein, to
acquire or construct facilities (as defined in FAR 45.301),
or to procure passenger carrying vehicles.
d. The government shall have title to equipment and
other personal property acquired with government funds. Such
property shall be disposed of pursuant to FAR Part 45.603.
The Recipient shall have title to equipment and other
personal property acquired with Recipient funds. Such
property shall remain with the Recipient at the conclusion
of the cooperative agreement.
e. Title to Government-furnished equipment (including
equipment, title to which has been transferred to the
Government pursuant to 14 C.F.R. S 1260.408(d) prior to
completion of the work) will remain with the Government.
f. The Recipient shall establish and maintain property
management standards for nonexpendable personal property and
otherwise manage such property as set forth in 14 C.F.R. S
1260.507.
g. Annually by October 31, the Recipient shall submit
2 copies of an inventory report which lists all Government-
furnished equipment in their custody as of September 30.
The Recipient shall submit 2 copies of a final inventory
report by 60 days after the expiration date of the
cooperative agreement. The final inventory report shall
contain a list of all Recipient-acquired equipment and a
list of Government-furnished equipment. Annual and final
inventory reports shall reflect the elements required in 14
C.F.R. S 1260.507(a)(1) and be submitted to the contracting
officer. When Government-furnished equipment is no longer
needed, the Recipient shall notify the Contracting Officer,
who will provide disposition instructions.
19. Civil Rights (Jun. 1993)
Work on NASA cooperative agreements is subject to the
provisions of Title VI of the Civil Rights Act of 1964
(Public Law 88-352; 42 U.S.C. 2000d-l), Title IX of the
Education Amendments of 1972 (20 U.S.C. 1680 et seq.),
Section 504 of the Rehabilitation Act of 1973, as amended
(29 U.S.C. 794), the Age Discrimination Act of 1975 (42
U.S.C. 6101 et seq.), and the NASA implementing regulations
(14 CFR parts 1250, 1251, and 1252).
20. Subcontracts
a. NASA Contracting Officer consent is required for
subcontracts over $100,000 and may be requested through the
Contract Specialist. The Recipient shall provide the
following information to the Contract Specialist for
forwarding to the Contracting Officer:
(1) A copy of the proposed subcontract.
(2) Basis for subcontractor selection.
(3) Justification for lack of competition when
competitive bids or offers are not obtained.
(4) Basis for award cost or award price.
b. The Recipient shall utilize small business
concerns, small disadvantaged business concerns,
Historically Black Colleges and Universities, minority
educational institutions, and women-owned small business
concerns as subcontractors to the maximum extent
practicable.
21. Clean Air-Water Pollution Control Acts
If this cooperative agreement or supplement thereto is
in excess of $100,000, the Recipient agrees to notify the
Agreement Administrator promptly of the receipt, whether
prior or subsequent to the Recipient's acceptance of this
cooperative agreement, of any communication from the
Director, Office of Federal Activities, Environmental
Protection Agency (EPA), indicating that a facility to be
utilized under or in the performance of this cooperative
agreement or any subcontract thereunder is under
consideration to be listed on the EPA "List of Violating
Facilities" published pursuant to 40 CFR 15.20. By
acceptance of a cooperative agreement in excess of $100,000,
the Recipient (a) stipulates that any facility to be
utilized thereunder is not listed on the EPA "List of
Violating Facilities" as of the date of acceptance; (b)
agrees to comply with all requirements of Section 114 of the
Clean Air Act, as amended (42 U.S.C. 1857 et seq. as amended
by Public Law 91-604) and Section 308 of the Federal Water
Pollution Control Act, as amended (33 U.S.C. 1251 et seq. as
amended by Public Law 92-500) relating to inspection,
monitoring, entry, reports and information, and all other
requirements specified in the aforementioned Sections, as
well as all regulations and guidelines issued thereunder
after award of and applicable to the cooperative agreement;
and (c) agrees to include the criteria and requirements of
this clause in every subcontract hereunder in excess of
$100,000, and to take such action as the Contract
Administrator may direct to enforce such criteria and
requirements.
22. Debarment and Suspension and Drug-Free Workplace (Feb.
1992)
NASA cooperative agreements are subject to the
provisions of 14 CFR part 1265, Government-wide Debarment
and Suspension (Nonprocurement) and Government-wide
requirements for Drug-Free Workplace, unless excepted by 14
CFR SS 1265.110 or 1265.610. The certifications required by
that regulation must accompany renewal proposals.
23. Foreign National Employee Investigative Requirements
(May 1992)
a. The Recipient shall submit a properly executed Name
Check Request (NASA Form 531) and a completed applicant
fingerprint card (Federal Bureau of Investigation Card FD-
258) for each foreign national participant requiring access
to a NASA Installation. These documents shall be submitted
to the Installation's Security Office at least 75 days prior
to the estimated duty date. The NASA Installation Security
Office will request a National Agency Check (NAC) for
foreign national employees requiring access to NASA
facilities. The NASA Form 531 and fingerprint card may be
obtained from the NASA Installation Security Office.
b. The Installation Security Office will request from
NASA Headquarters, International Relations Division (Code
IR), approval for each foreign national's access to the
Installation prior to providing access to the Installation.
If the access approval is obtained from NASA Headquarters
prior to completion of the NAC and performance of the
cooperative agreement requires a foreign national to be
given access immediately, the Technical Representative may
submit an escort request to the Installation's Chief of
Security.
24. Restrictions on Lobbying (Apr. 1990)
This award is subject to the provisions of 14 CFR part
1271 "New Restrictions on Lobbying."
25. Travel and Transportation
a. For travel funded by the government under this
agreement, Section 5 of the International Air Transportation
Fair Competitive Practices Act of 1974 (49 App. U.S.C.
1517)(Fly America Act) requires the Recipient to use U.S.-
flag air carriers for international air transportation of
personnel and property to the extent that service by those
carriers is available.
b. Department of Transportation regulations, 49 CFR
part 173, govern Recipient shipment of hazardous materials
and other items.
26. Officials Not to Benefit
No member of or delegate to Congress, or resident
commissioner, shall be admitted to any share or part of this
agreement, or to any benefit arising from it. However, this
clause does not apply to this agreement to the extent that
this agreement is made with a corporation for the
corporation's general benefit.
27. Electronic Funds Transfer Payment Methods
Payments under this cooperative agreement will be made
by the Government either by check or electronic funds
transfer (through the Treasury Fedline Payment System
(FEDLINE) or the Automated Clearing House (ACH), at the
option of the Government. After award, but no later than 14
days before an invoice is submitted, the Recipient shall
designate a financial institution for receipt of electronic
funds transfer payments, and shall submit this designation
to the Contracting Officer or other Government official, as
directed.
a. For payment through FEDLINE, the Recipient shall
provide the following information:
(1) Name, address, and telegraphic abbreviation of the
financial institution receiving payment.
(2) The American Bankers Association 9-digit
identifying number for wire transfers of the financing
institution receiving payment if the institution has access
to the Federal Reserve Communication System.
(3) Payee's account number at the financial
institution where funds are to be transferred.
(4) If the financial institution does not have access
to the Federal Reserve Communications System, name, address,
and telegraphic abbreviation of the correspondent financial
institution through which the financial institution
receiving payment obtains wire transfer activity. Provide
the telegraphic abbreviation and American Bankers
Association identifying number for the correspondent
institution.
b. For payment through ACH, the Recipient shall
provide the following information:
(1) Routing transit number of the financial
institution receiving payment (same as American Bankers
Association identifying number used for FEDLINE).
(2) Number of account to which funds are to be
deposited.
(3) Type of depositor account ("C" for checking, "S"
for savings).
(4) If the Recipient is a new enrollee to the ACH
system, a "Payment Information Form," SF 3881, must be
completed before payment can be processed.
c. In the event the Recipient, during the performance
of this cooperative agreement, elects to designate a
different financial institution for the receipt of any
payment made using electronic funds transfer procedures,
notification of such change and the required information
specified above must be received by the appropriate
Government official 30 days prior to the date is to become
effective.
d. The documents furnishing the information required
in this clause must be dated and contain the signature,
title, and telephone number of the Recipient official
authorized to provide it, as well as the Recipient's name
and contract number.
e. Failure to properly designate a financial
institution or to provide appropriate payee bank account
information may delay payments of amounts otherwise properly
due.
28. Retention and Examination of Records
Financial records, supporting documents, statistical
records, and all other records (or microfilm copies)
pertinent to this cooperative agreement shall be retained
for a period of 3 years, except that (1) if any litigation,
claim, or audit is started before the expiration of the 3-
year period, the records shall be retained until all
litigation, claims, or audit findings involving the records
have been resolved, and (2) records for nonexpendable
property acquired with cooperative agreement funds shall be
retained for 3 years after its final disposition. The
retention period starts from the date of the submission of
the final invoice. The Administrator of NASA and the
Comptroller General of the United States, or any of their
duly authorized representatives, shall have access to any
pertinent books, documents, papers, and records of the
Recipient and of subcontractors to make audits,
examinations, excerpts, and transcripts. All provisions of
this clause shall apply to any subcontractor performing
substantive work under this cooperative agreement.
29. Restrictions on Sale or Transfer of Technology to
Foreign Firms or Institutions
The parties agree that access to technology
developments under this Agreement by foreign firms or
institutions must be carefully controlled. For purposes of
this clause, a transfer includes a sale of the company, or
sales or licensing of the technology. Transfers do not
include:
(i) sales of products or components,
(ii) licenses of software or documentation related to
sales of products or components, or
(iii) transfers to foreign subsidiaries of the
Recipient for purposes related to this Agreement.
The Recipient shall provide timely notice to the
Contracting Officer in writing of any proposed transfer of
technology developed under this Agreement. If NASA
determines that the transfer may have adverse consequences
to the national security interests of the United States, or
to the establishment of a robust United States industry,
NASA and the Recipient shall jointly endeavor to find
alternatives to the proposed transfer which obviate or
mitigate potential adverse consequences of the transfer.
30. Recipient Key Personnel
The Recipient personnel specified in this clause are
considered to be essential to the project. Before diverting
any key person to other work, the Recipient shall notify the
Contracting Officer reasonably in advance and shall submit
justification (including proposed substitutions) in
sufficient detail to permit evaluation of the impact on the
project. No key person may be substituted without the
Contracting Officer's approval.
Name: ________________ - Program Manager
________________ - _______________
31. Modification
During the term of this Agreement, in the interest of
achieving program objectives, the parties may agree to
changes which affect the responsibilities, milestones, or
other provisions of this Agreement. In the event of a delay
in performance by either party, a modification to the
agreement may be executed to remedy the effect of the delay
upon the other party. Any changes to this Agreement will be
accomplished by a bilateral modification signed by the
Contracting Officer and the Recipient.
ATTACHMENTS
A. RESPONSIBILITIES
B. PAYMENT MILESTONES
I. PATENT RIGHTS - RETENTION BY THE CONTRACTOR (LARGE
BUSINESS)
II. PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SMALL
BUSINESS)
III. REQUESTS FOR WAIVER OF RIGHTS - LARGE BUSINESS
IV. DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT
REPRESENTATIVE
ATTACHMENT A:
RESPONSIBILITIES
ATTACHMENT B:
PAYMENT MILESTONES
ATTACHMENT I
PATENT RIGHTS - RETENTION BY THE CONTRACTOR (LARGE BUSINESS)
[**Section 305(a) of the Space Act (42 U.S.C. 2457) applies
to all contractors other than a small business or nonprofit
organization.]
(a) Definitions.
(1) "Administrator," as used in this clause, means the
Administrator of the National Aeronautics and Space
Administration (NASA) or duly authorized representative.
(2) "Contract," as used in this clause, means any
actual or proposed contract, cooperative agreement,
agreement, under-standing, or other arrangement, and
includes any assignment, substitution of parties, or
subcontract executed or entered into thereunder.
(3) "Invention," as used in this clause, means any
invention or discovery which is or may be patentable or
otherwise protectable under title 35 of the U.S.C.
(4) "Made," as used in relation to any invention,
means the conception or first actual reduction to practice
such invention.
(5) "Nonprofit organization," as used in this clause,
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.
(6) "Practical application," as used in this clause,
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.
(7) "Reportable item," as used in this clause, means
any invention, discovery, improvement, or innovation of the
contractor, whether or not the same is or may be patentable
or otherwise protectable under Title 35 of the United States
Code, conceived or first actually reduced to practice in the
performance of any work under this contract or in the
performance of any work that is reimbursable under any
clause in this contract providing for reimbursement of costs
incurred prior to the effective date of this contract.
(8) "Small business firm," as used in this clause,
means a domestic small business concern as defined at 15
U.S.C. 632 and implementing regulations of the Administrator
of the Small Business Administration. (For the purpose of
this definition, the size standard contained in 13 CFR 121.3-
8 for small business contractors and in 13 CFR 121.3-12 for
small business subcontractors will be used.)
(9) "Subject invention," as used in this clause, 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.
2321, et 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
(1) or (2) of Section 305(a) of the National
Aeronautics and Space Act of 1958 (42 U.S.C. 2457(a))
(hereinafter called "the Act"), and the above
presumption shall be conclusive unless at the time of
reporting the reportable item the Recipient submits to
the Contracting Officer a written statement, containing
supporting details, demonstrating that the reportable
item was not made in the manner specified in paragraph
(1) or (2) of Section 305(a) 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
Contractor may nevertheless file the statement
described in subdivision (i) above. The Administrator
will review the information furnished by the Contractor
in any such statement and any other available
information relating to the circumstances surrounding
the making of the subject invention and will notify the
Contractor whether the Administrator has determined
that the subject invention was made in the manner
specified in paragraph (1) or (2) of Section 305(a) of
the Act.
(2) Property rights in subject inventions.
Each subject invention for which the presumption of
subdivision (1)(i) above is conclusive or for which
there has been a determination that it was made in the
manner specified in paragraph (1) or (2) of Section
305(a) 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 subparagraph (3)
below.
(3) Waiver of rights.
(i) Section 305(f) 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 (1)
or (2) of Section 305(a) of the Act. The promulgated
NASA Patent Waiver Regulations, 14 CFR Section 1245,
Subpart 1, have adopted the Presidential memorandum on
Government Patent Policy of February 18, 1983, as a
guide in acting on petitions (requests) for such waiver
of rights.
(ii) As provided in 14 CFR 1245, Subpart 1, Contractors
may petition, either prior to execution of the contract
or within 30 days after execution of the contract, for
advance waiver of rights to any or all of the
inventions that may be made under a contract. If such
a petition is not submitted, or if after submission it
is denied, the Contractor (or an employee inventor of
the Contractor) may petition for waiver of rights to an
identified subject invention within eight months of
first disclosure of invention in accordance with
subparagraph (e)(2) below, or within such longer period
as may be authorized in accordance with 14 CFR
1245.105. Further procedures are provided in the
REQUESTS FOR WAIVER OF RIGHTS - LARGE BUSINESS clause
(ATTACHMENT III).
(c) Minimum rights reserved by the Government
(1) With respect to each contractor subject invention
for which a waiver of rights is applicable in accordance
with 14 CFR Section 1245, Subpart 1, the Government reserves
--
(i) An irrevocable, 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 Contractor
(1) The Contractor is hereby granted a revocable,
nonexclusive, royalty-free license in each patent
application filed in any country on a contractor subject
invention and any resulting patent in which the Government
acquires title, unless the Contractor fails to disclose the
subject invention within the times specified in subparagraph
(e)(2) below. The Contractor's license extends to its
domestic subsidiaries and affiliates, if any, within the
corporate structure of which the Contractor is a party and
includes the right to grant sublicenses of the same scope to
the extent the Contractor was legally obligated to do so at
the time the contract was awarded. The license is
transferable only with the approval of the Administrator
except when transferred to the successor of that part of the
Contractor's business to which the invention pertains.
(2) The Contractor'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 14 CFR 1245, Subpart 2,
Licensing of NASA 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 Contractor will be provided a written notice of the
Administrator's intention to revoke or modify the license,
and the Contractor will be allowed 30 days (or such other
time as may be authorized by the Administrator for good
cause shown by the Contractor) after the notice to show
cause why the license should not be revoked or modified.
The Contractor has the right to appeal, in accordance with
14 CFR 1245.211, any decision concerning the revocation or
modification of its license.
(e) Invention identification, disclosures, and reports.
(1) The Contractor shall establish and maintain active
and effective procedures to assure that reportable items are
promptly identified and disclosed to Contractor personnel
responsible for the administration of this clause within six
months of conception and/or first actual reduction to
practice, whichever occurs first in the performance of work
under this contract. 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 Contractor shall furnish
the Contracting Officer a description of such procedures for
evaluation and for determination as to their effectiveness.
(2) The Contractor will disclose each reportable item
to the Contracting Officer within two months after the
inventor discloses it in writing to Contractor personnel
responsible for the administration of this clause 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 contract 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 Contractor 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 Contractor for such invention.
(3) The Contractor shall furnish the Contracting
Officer the following:
(i) Interim reports every 12 months (or such longer
period as may be specified by the Contracting Officer)
from the date of the contract, 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
subparagraph (e) (1) above have been followed.
(ii) A final report, within three months after
completion of the contracted work, listing all
reportable items or certifying that there were no such
reportable items, and listing all subcontracts at any
tier containing a patent rights clause or certifying
that there were no such subcontracts.
(4) The Contractor agrees, upon written request of the
Contracting Officer, 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 Contractor agrees, subject to paragraph
27.302(j), of the Federal Acquisition Regulation (FAR), that
the Government may duplicate and disclose subject invention
disclosures and all other reports and papers furnished or
required to be furnished pursuant to this clause.
(f) Examination of records relating to inventions.
(1) The Contracting Officer or any authorized
representative shall, pursuant to clause 28 of the
cooperative agreement, 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 contract to determine
whether --
(i) Any such inventions are subject inventions;
(ii) The Contractor has established and maintained the
procedures required by subparagraph (e)(1) of this
clause; and
(iii) The Contractor and its inventors have
complied with the procedures.
(2) If the Contracting Officer learns of an unreported
Contractor invention that the Contracting Officer believes
may be a subject inventions, the Contractor 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.
(g) Subcontracts. [**37 CFR 401.14(g)**]
(1) Unless otherwise authorized or directed by the
Contracting Officer, the Contractor shall --
(i) Include this Attachment PATENT RIGHTS - RETENTION
BY THE CONTRACTOR - (LARGE BUSINESS) (suitably modified
to identify the parties) in any 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 Attachment PATENT RIGHT - RETENTION BY
THE CONTRACTOR - (SMALL BUSINESS) (suitably modified to
identify the parties) in any 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
subcontractor to accept such a clause the Contractor --
(i) Shall promptly submit a written notice to the
Contracting Officer setting forth the subcontractor's
reasons for such refusal and other pertinent
information that may expedite disposition of the
matter; and
(ii) Shall not proceed with such subcontract without
the written authorization of the Contracting Officer.
(3) The Contractor shall promptly notify the
Contracting Officer in writing upon the award of any
subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent rights
clause, the work to be performed under the subcontract, and
the dates of award and estimated completion. Upon request
of the Contracting Officer, the Contractor shall furnish a
copy of such subcontract, and, no more frequently than
annually, a listing of the subcontracts that have been
awarded.
(4) The subcontractor will retain all rights provided
for the Contractor in the clause of subdivision (1) (i) or
(1) (ii) above, whichever is included in the subcontract,
and the Contractor will not, as part of the consideration
for awarding the subcontract, obtain rights in the
subcontractor's subject inventions.
(5) Notwithstanding subparagraph (4) above, and in
recognition of the contractor's substantial contribution of
funds, facilities and/or equipment to the work performed
under this cooperative agreement, the contractor is
authorized, subject to the rights of NASA set forth
elsewhere in this clause, to:
(a) Acquire by negotiation and mutual agreement
rights to a subcontractor's subject inventions as the
contractor may deem necessary to obtaining and maintaining
of such private support; and
(b) Request, in the event of inability to reach
agreement pursuant to (a), above, that NASA invoke
exceptional circumstances as necessary pursuant to 37 CFR
401.3(a)(2) if the prospective subcontractor is a small
business firm or organization, or for all other
organizations, request that such rights for the contractor
be included as an additional reservation in a waiver granted
pursuant to 14 CFR 1245.1. Any such requests to NASA should
be prepared in consideration of the following guidance and
submitted to the contract officer.
(i) Exceptional circumstances: A request that
NASA make an "exceptional circumstances"
determination pursuant to 37 CFR 401.3(a)(2) must
state the scope of rights sought by the
contractor pursuant to such determination;
identify the proposed subcontractor and the work
to be performed under the subcontract; and state
the need for the determination.
(ii) Waiver petition: The subcontractor should be
advised that unless it requests a waiver of title
pursuant to the NASA Patent Waiver Regulations
(14 CFR 1245.1), NASA will acquire title to the
subject invention (42 U.S.C. 2457, as amended,
Sec. 305). If a waiver is not requested or
granted, the contractor may request a license
from NASA (see licensing of NASA inventions, 14
CFR 1245.2). A subcontractor requesting a waiver
must follow the procedures set forth in the
attached clause REQUESTS FOR WAIVER OF RIGHTS -
LARGE BUSINESS.
(h) Preference for United States manufacture The contractor
agrees that any products embodying subject inventions or
produced through the use of subject inventions shall be
manufactured substantially in the United States. However,
in individual cases, the requirements to manufacture
substantially in the United States may be waived by NASA
upon a showing by the Contractor that under the
circumstances domestic manufacture is not commercially
feasible.
(i) March-in rights. [**Required provision 35 U.S.C. 203**]
The Contractor agrees that, with respect to any subject
invention in which it has acquired title, NASA has the right
in accordance with the procedures in 37 CFR 401.6 and any
supplemental regulations of the agency to require the
Contractor, an assignee or exclusive licensee of a subject
invention to grant a nonexclusive, partially exclusive, or
exclusive license in any field of use to a responsible
applicant or applicants, upon terms that are reasonable
under the circumstances, and if the Subcontractor, assignee,
or exclusive licensee refuses such a request NASA has the
right to grant such a license itself if the Federal agency
determines that-
(1) Such action is necessary because the Contractor or
assignee has not taken, or is not expected to take within a
reasonable time, effective steps to achieve practical
application of the subject invention in such field of use;
(2) Such action is necessary to alleviate health or
safety needs which are not reasonably satisfied by the
Contractor, assignee, or their licensees;
(3) Such action is necessary to meet requirements for
public use specified by Federal regulations and such
requirements are not reasonably satisfied by the Contractor,
assignee, or licensees; or
(4) Such action is necessary because the agreement
required by paragraph (i) of this clause has not been
obtained or waived or because a licensee of the exclusive
right to use or sell any subject invention in the United
States is in breach of such agreement.
(end of clause)
ATTACHMENT II
PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SMALL BUSINESS)
[**The disposition of rights in inventions made by small
business firms and educational and other nonprofit
organizations for the performance of experimental,
developmental, or research work is governed by Chapter 18 of
Title 35, United States Code. Implementing regulations are
found in 37 CFR 401 et seq.**]
(a) Definitions.
(1) "Invention," as used in this clause, means any
invention or discovery which is or may be patentable or
otherwise protectable under title 35 of the U.S.C.
(2) "Made," as used in this clause, when used in
relation to any invention means the conception or first
actual reduction to practice such invention.
(3) "Nonprofit organization," as used in this clause,
means a 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 nonprofit
scientific or educational organization qualified under a
state nonprofit organization statute.
(4) "Practical application," as used in this clause,
means to manufacture, in the case of a composition of
product; to practice, in the case of a process or method, or
to operate, in the 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.
(5) "Small business firm," as used in this clause,
means a small business concern as defined at section 2 of
Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations
of the Administrator of the Small Business Administration.
For the purpose of this clause, the size standards for small
business concerns involved in Government procurement and
subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12,
respectively, will be used.
(6) "Subject invention," as used in this clause, means
any invention of the subcontractor conceived or first
actually reduced to practice in the performance of work
under this contract.
(b) Allocation of principal rights. [**37 CFR 401.14(b)**]
(1) The Contractor may retain the entire right, title,
and interest throughout the world to each subject invention
subject to the provisions of this clause and 35 U.S.C. 203.
With respect to any subject invention in which the
Contractor retains title, the Federal Government shall have
a nonexclusive, nontransferable, irrevocable, paid-up
license to practice or have practiced for or on behalf of
the United States the subject invention throughout the
world.
(c) Invention disclosure, election of title, and filing of
patent application by Contractor. [**35 U.S.C. 202(c)(1), 37
CFR 401.14(b)**]
(1) The Contractor will disclose each subject invention
to NASA within two months after the inventor discloses it in
writing to Contractor personnel responsible for patent
matters. The disclosure to the agency shall be in the form
of a written report and shall identify the contract under
which the invention was made and the inventor(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 the
physical, chemical, biological or electrical characteristics
of the invention. The disclosure shall also identify any
publication, on sale or public use of the invention and
whether a manuscript describing the 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 Contractor
will promptly notify the agency of the acceptance of any
manuscript describing the invention for publication or of
any sale or public use planned by the Contractor.
(2) The Contractor will elect in writing whether or
not to retain title to any such invention by notifying NASA
within two years of disclosure to the Federal agency.
However, in any case where publication, on sale or public
use has initiated the one-year statutory period wherein
valid patent protection can still be obtained in the United
States, the period for election of title may be shortened by
the agency to a date that is no more than 60 days prior to
the end of the statutory period.
(3) The Contractor will file its initial patent
application on a subject invention to which it elects to
retain title within one year after election of title or, if
earlier, prior to the end of any statutory period wherein
valid patent protection can be obtained in the United States
after a publication, on sale, or public use. The Contractor
will file patent applications in additional countries or
international patent offices within either 10 months of the
corresponding initial patent application of six months from
the date permission is granted by the Commissioner of
Patents and Trademarks to file foreign patent applications
where such filing has been prohibited by a Secrecy Order.
(4) Requests for extension of the time for disclosure
election, and filing under subparagraphs (c)(1), (2), and
(3) of this clause may, at the discretion of the agency, be
granted.
(d) Conditions when the Government may obtain title. [**37
CFR 401.14**]
The Contractor will convey to NASA, upon written request,
title to any subject invention -
(1) If the Contractor fails to disclose or elect title
to the subject invention within the times specified in
paragraph (c) of this clause, or elects not to retain title;
provided, that the agency may only request title within 60
days after learning of the failure of the Contractor to
disclose or elect within the specified times.
(2) In those countries in which the Contractor fails
to file patent applications within the times specified in
paragraph (c) of this clause; provided, however, that if the
Contractor has filed a patent application in a country after
the times specified in paragraph (c) of this clause, but
prior to its receipt of the written request of the Federal
agency, the Contractor shall continue to retain title in
that country.
(3) In any country in which the Contractor decides not
to continue the prosecution of any application for, to pay
the maintenance fees on, or defend in reexamination or
opposition proceeding on, a patent on a subject invention.
(e) Minimum rights to Contractor and protection of the
Contractor right to file. [**37 CFR 401.14(e)**]
(1) The Contractor will retain a nonexclusive, royalty-
free license throughout the world in each subject invention
to which the Government obtains title, except if the
Contractor fails to disclose the invention within the times
specified in paragraph (c) of this clause. The Contractor's
license extends to its domestic subsidiary and affiliates,
if any, within the corporate structure of which the
Contractor is a party and includes the right to grant
sublicenses of the same scope to the extent the Contractor
was legally obligated to do so at the time the contract was
awarded. The license is transferable only with the approval
of NASA, except when transferred to the successor of that
part of the Contractor's business to which the invention
pertains.
(2) The Contractor's domestic license may be revoked
or modified by NASA to the extent necessary to achieve
expeditious practical application of subject invention
pursuant to an application for an exclusive license
submitted in accordance with applicable provisions at 37 CFR
Part 404 and agency licensing regulations (if any). This
license will not be revoked in that field of use or the
geographical areas in which the Subcontractor has achieved
practical application and continues to make the benefits of
the invention reasonable accessible to the public. The
license in any foreign country may be revoked or modified at
the discretion of NASA to the extent the Subcontractor, its
licensees, or the domestic subsidiaries or affiliates have
failed to achieve practical application in that foreign
country.
(3) Before revocation or modification of the license,
NASA will furnish the Contractor a written notice of its
intention to revoke or modify the license, and the
Contractor will be allowed 30 days (or such other time as
may be authorized by NASA for good cause shown by the
Contractor) after the notice to show cause why the license
should not be revoked or modified. The Contractor has the
right to appeal, in accordance with applicable regulations
in 37 CFR Part 404 and agency regulations, if any,
concerning the licensing of Government-owned inventions, any
decision concerning the revocation or modification of the
license.
(f) Contractor action to protect the Government's interest.
[**37 CFR 401.14(f)**]
(1) The Contractor agrees to execute or to have
executed and promptly deliver to NASA all instruments
necessary to (i) establish or confirm the rights the
Government has throughout the world in those subject
inventions to which the Subcontractor elects to retain
title, and, (ii) convey title to the Federal agency when
requested under paragraph (d) of this clause and to enable
the Government to obtain patent protection throughout the
world in that subject invention.
(2) The Contractor agrees to require, by written
agreement, its employees, other than clerical and
nontechnical employees, to disclose promptly in writing to
personnel identified as responsible for the administration
of patent matters and in a format suggested by the
Contractor each subject invention made under contract in
order that the Contractor can comply with the disclosure
provisions of paragraph (c) of this clause, and to execute
all papers necessary to file patent applications on subject
inventions and to establish the Government's rights in the
subject inventions. This disclosure format should require,
as a minimum, the information required by subparagraph
(c)(1) of this clause. The Contractor shall instruct such
employees, through employee agreements or other suitable
educational programs, on the importance of reporting
inventions in sufficient time to permit the filing of patent
applications prior to U.S. or foreign statutory bars.
(3) The Contractor will notify NASA of any decisions
not to continue the prosecution of a patent application, pay
maintenance fees, or defend in a reexamination or opposition
proceeding on a patent, in any country, not less than 30
days before the expiration of the response period required
by the relevant patent office.
(4) The Contractor agrees to include, within the
specification of any United States patent application and
any patent issuing thereon covering a subject invention the
following statement, "This invention was made with
Government support under (identify the agreement) awarded by
NASA. The Government has certain rights in the invention."
[**35 U.S.C. 202(c)(6)**]
(5) The Contractor shall provide the Contracting
Officer the following:
(i) A listing every 12 months (or such longer period
as the Contracting Officer may specify) from the date
of the contract, of all subject inventions required to
be disclosed during the period.
(ii) A final report prior to close-out of the contract
listing all subject inventions or certifying that there
were none.
(iii) Upon request, the filing date, serial number,
and title, a copy of the patent application, and patent
number and issue date for any subject invention in any
country in which the contractor has applied for
patents.
(iv) An irrevocable power to inspect and make copies of
the patent application file, by the Government, when a
Federal Government employee is a co-inventor.
(g) Subcontracts. [**37 CFR 401.14(g)**]
(1) Unless otherwise authorized or directed by the
Contracting Officer, the Contractor shall --
(i) Include this clause (PATENT RIGHTS - RETENTION BY
THE CONTRACTOR (SMALL BUSINESS)), suitably modified to
identify the parties, in all subcontracts, regardless
of tier, for experimental, developmental, or research
work to be performed by a small business firm or
domestic nonprofit organization.
(ii) Include in all other subcontracts, regardless of
tier, for experimental, developmental, or research work
the patent rights clause (PATENT RIGHTS - RETENTION BY
THE CONTRACTOR (LARGE BUSINESS)).
(2) In the event of a refusal by a prospective
subcontractor to accept such a clause the Contractor --
(i) Shall promptly submit a written notice to the
Contracting Officer setting forth the subcontractor's
reasons for such refusal and other pertinent
information that may expedite disposition of the
matter; and
(ii) Shall not proceed with such subcontract without
the written authorization of the Contracting Officer.
(3) The Contractor shall promptly notify the
Contracting Officer in writing upon the award of any
subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent rights
clause, the work to be performed under the subcontract, and
the dates of award and estimated completion. Upon request
of the Contracting Officer, the Contractor shall furnish a
copy of such subcontract, and, no more frequently than
annually, a listing of the subcontracts that have been
awarded.
(4) The subcontractor will retain all rights provided
for the Contractor in the clause of subdivision (1) (i) or
(1) (ii) above, whichever is included in the subcontract,
and the Contractor will not, as part of the consideration
for awarding the subcontract, obtain rights in the
subcontractor's subject inventions.
(5) Notwithstanding subparagraph (4) above, and in
recognition of the contractor's substantial contribution of
funds, facilities and/or equipment to the work performed
under this cooperative agreement, the contractor is
authorized, subject to the rights of NASA set forth
elsewhere in this clause, to:
(a) Acquire by negotiation and mutual agreement
rights to a subcontractor's subject inventions as
the contractor may deem necessary to obtaining and
maintaining of such private support; and
(b) Request, in the event of inability to reach
agreement pursuant to (a), above, that NASA invoke
exceptional circumstances as necessary pursuant to
37 CFR 401.3(a)(2) if the prospective subcontractor
is a small business firm or organization, or for all
other organizations, request that such rights for
the contractor be included as an additional
reservation in a waiver granted pursuant to 14 CFR
1245.1. Any such requests to NASA should be
prepared in consideration of the following guidance
and submitted to the contract officer.
(i) Exceptional circumstances: A request that
NASA make an "exceptional circumstances"
determination pursuant to 37 CFR 401.3(a)(2) must
state the scope of rights sought by the contractor
pursuant to such determination; identify the
proposed subcontractor and the work to be
performed under the subcontract; and state the
need for the determination.
(ii) Waiver petition: The subcontractor should be
advised that unless it requests a waiver of title
pursuant to the NASA Patent Waiver Regulations (14
CFR 1245.1), NASA will acquire title to the
subject invention (42 U.S.C. 2457, as amended,
Sec. 305). If a waiver is not requested or
granted, the contractor may request a license from
NASA (see licensing of NASA inventions, 14 CFR
1245.2). A subcontractor requesting a waiver must
follow the procedures set forth in the attached
clause REQUESTS FOR WAIVER OF RIGHTS - LARGE
BUSINESS.
(h) Reporting on utilization of subject inventions. [**35
U.S.C. 202(c)(5), 37 CFR 401.14(g)**] The Contractor agrees
to submit, on request, periodic reports no more frequently
than annually on the utilization of a subject invention or
on efforts at obtaining such utilization that are being made
by the Contractor or its licensees or assignees. Such
reports shall include information regarding the status of
development, date of first commercial sale or use, gross
royalties received by the Contractor, and such other data
and information as the agency may reasonably specify. The
Contractor also agrees to provide additional reports as may
be requested by the agency in connection with any march-in
proceeding under-taken by the agency in accordance with
paragraph (i) of this clause. As required by 35 U.S.C.
202(c)(5), the agency agrees it will not disclose such
information to persons outside the Government without
permission of the Contractor.
(i) Preference for United States manufacture: The
Contractor agrees that any products embodying subject
inventions or produced through the use of subject inventions
shall be manufactured substantially in the United States.
However, in individual cases, the requirement to manufacture
substantially in the United States may be waived by NASA
upon a showing by the Contractor that under the
circumstances domestic manufacture is not commercially
feasible.
(j) March-in rights. [**35 U.S.C. 203, 37 CFR 401.6, 37 CFR
401.14(j)**] The Contractor agrees that, with respect to
any subject invention in which it has acquired title, NASA
has the right in accordance with the procedures in 37 CFR
401.6 and any supplemental regulations of the agency to
require the Contractor, an assignee or exclusive licensee of
a subject invention to grant a nonexclusive, partially
exclusive, or exclusive license in any field of use to a
responsible applicant or applicants, upon terms that are
reasonable under the circumstances, and if the
Subcontractor, assignee, or exclusive licensee refuses such
a request NASA has the right to grant such a license itself
if the Federal agency determines that-
(1) Such action is necessary because the Contractor or
assignee has not taken, or is not expected to take within a
reasonable time, effective steps to achieve practical
application of the subject invention in such field of use;
(2) Such action is necessary to alleviate health or
safety needs which are not reasonably satisfied by the
Contractor, assignee, or their licensees;
(3) Such action is necessary to meet requirements for
public use specified by Federal regulations and such
requirements are not reasonably satisfied by the Contractor,
assignee, or licensees; or
(4) Such action is necessary because the agreement
required by paragraph (i) of this clause has not been
obtained or waived or because a licensee of the exclusive
right to use or sell any subject invention in the United
States is in breach of such agreement.
(k) Special provisions for contracts with nonprofit
organizations. [**35 U.S.C. 202(c)(7)**] If the Contractor
is a nonprofit organization, it agrees that -
(1) Rights to a subject invention in the United States
may not be assigned without the approval of NASA, except
where such assignment is made to an organization which has
one of its primary functions the management of inventions;
provided, that such assignee will be subject to the same
provisions as the Contractor;
(2) The Contractor will share royalties collected on a
subject invention with the inventor, including Federal
employee co-inventors (when NASA deems it appropriate) when
the subject invention is assigned in accordance with 35
U.S.C. 202(e) and 37 CFR 401.10;
(3) The balance of any royalties or income earned by
the Contractor with respect to subject inventions, after
payment of expenses (including payments to inventors)
incidental to the administration of subject inventions will
be utilized for the support of scientific research or
education; and
(4) It will make efforts that are reasonable under the
circumstances to attract licensees of subject inventions
that are small business firms, and that it will give a
preference to a small business firm when licensing a subject
invention if the Contractor determines that the small
business firm has a plan or proposal for marketing the
invention which, if executed, is equally as likely to bring
the invention to practical application as any plans or
proposals from applicants that are not small business firms;
provided that the Contractor is also satisfied that the
small business firm has the capability and resources to
carry out its plan or proposal. The decision whether to
give a preference in any specific case will be at the
discretion of the contractor. However, the Contractor
agrees that the Secretary of Commerce may review the
Contractor's licensing program and decisions regarding small
business applicants, and the Contractor will negotiate
changes to its licensing policies, procedures, or practices
with the Secretary of Commerce when the Secretary's review
discloses that the Contractor could take reasonable steps to
more effectively implement the requirements of this
paragraph (k)(4).
(l) A copy of all submissions or requests required by this
clause, plus a copy of any reports, manuscripts,
publications or similar material bearing on patent matters,
shall be sent to the installation Patent Counsel in addition
to any other submission requirements in the Cooperative
Agreement provisions. If any reports contain information
describing a OSubject inventionO for which the contractor
has elected or may elect title, NASA will use reasonable
efforts to delay public release by NASA or publication by
NASA in a NASA technical series, in order for a patent
application to be filed, provided that the Contractor
identify the information and the Osubject inventionO to
which it relates at the time of submittal. If required by
the Contracting Officer, the Contractor shall provide the
filing date, serial number and title, a copy of the patent
application, and a patent number and issue date for any
Osubject inventionO in any country in which the Contractor
has applied for patents.
(end of clause)
ATTACHMENT III
REQUESTS FOR WAIVER OF RIGHTS - LARGE BUSINESS
[**NASA routinely and expeditiously grants waiver of title
pursuant to the Presidential Memorandum on Government Patent
Policy to the Heads of Executive Departments and Agencies
Dated February 18, 1983, and Section 1(b)(4) of Executive
Order 12591, dated April 10, 1987.**]
(a) In accordance with the NASA Patent Waiver Regulations,
14 CFR Section 1245; Subpart 1, waiver of rights to any or
all inventions made or that may be made under a NASA
contract or subcontract with other than a small business
firm or a domestic nonprofit organization may be requested
at different time periods. Advance waiver of rights to any
or all inventions that may be made under a contract or
subcontract may be requested prior to the execution of the
contract or subcontract, or within 30 days after execution
by the selected contractor. In addition, waiver of rights
to an identified invention made and reported under a
contract or subcontract may be requested, even though a
request for an advance waiver was not made or, if made, was
not granted.
(b) Each request for waiver of rights shall be by petition
to the Administrator and shall include an identification of
the petitioner; place of business and address; if petitioner
is represented by counsel, the name, address, and telephone
number of the counsel; the signature of the petitioner or
authorized representative; and the date of signature. No
specific forms need be used, but the request should contain
a positive statement that waiver of rights is being
requested under the NASA Patent Waiver Regulations; a clear
indication of whether the request is for an advance waiver
or for a waiver of rights for an individual identified
invention; whether foreign rights are also requested and, if
so, the countries, and a citation of the specific section or
sections of the regulations under which such rights are
requested; and the name, address, and telephone number of
the party with whom to communicate when the request is acted
upon. Requests for advance waiver of rights should,
preferably, be included with the proposal, but in any event
in advance of negotiations.
(c) Petitions for advance waiver, prior to contract
execution, must be submitted to the Contracting Officer.
All other petitions will be submitted to the Patent
Representative designated in the contract.
(d) Petitions submitted with proposals selected for
negotiation of a contract will be forwarded by the
Contracting Officer to the installation Patent Counsel for
processing and then to the Inventions and Contributions
Board. The Board will consider these petitions and where
the Board makes the findings to support the waiver, the
Board will recommend to the Administrator that waiver be
granted, and will notify the petitioner and the Contracting
Officer of the Administrator's determination. The
Contracting Officer will be informed by the Board whenever
there is insufficient time or information or other reasons
to permit a decision to be made without unduly delaying the
execution of the contract. In the latter event, the
petitioner will be so notified by the Contracting Officer.
All other petitions will be processed by installation Patent
Counsel and forwarded to the Board. The Board shall notify
the petitioner of its action and if waiver is granted, the
conditions, reservations, and obligations thereof will be
included in the Instrument of Waiver. Whenever the Board
notifies a petitioner of a recommendation adverse to, or
different from, the waiver requested, the petitioner may
request reconsideration under procedures set forth in the
Regulations.
(end of clause)
ATTACHMENT IV
DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT
REPRESENTATIVE
[**37 CFR 401.5(b), 37 CFR 401.14(l)**]
(a) For purposes of administration of the clause of this
contract entitled "PATENT RIGHTS - RETENTION BY THE
CONTRACTOR (LARGE BUSINESS)" or "PATENT RIGHTS - RETENTION
BY THE CONTRACTOR (SMALL BUSINESS)" the following named
representatives are hereby designated by the Contracting
Officer to administer such clause:
Title Office Code Address (including
zip code)
New Technology LA10 George C. Marshall
Space
Representative Flight Center
National Aeronautics
and Space Administration
Marshall Space
Flight Center,
AL 35812
Patent CC01 Chief, Intellectual
Property
Representative Counsel, George C.
Marshall
Space Flight Center
National Aeronautics
and Space Administration
Marshall Space
Flight Center,
AL 35812
(b) Reports of reportable items, and disclosure of subject
inventions, interim reports, final reports, utilization
reports, and other reports required by the clause, as well
as any correspondence with respect to such matters, should
be directed to the New Technology Representative unless
transmitted in response to correspondence or request from
the Patent Representative. Inquiries or requests regarding
disposition of rights, election of rights, or related
matters should be directed to the Patent Representative.
This clause shall be included in any subcontract hereunder
requiring "PATENT RIGHTS - RETENTION BY THE CONTRACTOR
(LARGE BUSINESS)" clause or "PATENT RIGHTS -RETENTION BY THE
CONTRACTOR (SMALL BUSINESS)" clause, unless otherwise
authorized or directed by the Contracting Officer. The
respective responsibilities and authorities of the above-
named representatives are set forth in 18-27.375-3 of the
NASA FAR Supplement.
(end of clause)
APPENDIX E
POINTS OF CONTACT
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APPENDIX E
POINTS OF CONTACT FOR POTENTIAL USE OF GOVERNMENT RESOURCES
FOR X-33/34
(Generalized listing of capabilitiesÍnot intended to
restrict coordination to specific Centers.)
Facility Point of Contact /
Telephone
(FAX)
Ames Research Center (ARC) Mike Green / 415-604-5595
(5244)
Í Thermal Protection Systems (and
Test)
Í Wind Tunnels
Í NAS
Dryden Flight Research Center Steve Ishmael / 805-258-
3222
(DFRC) (3725)
Í Atmospheric Flight Operations
Í Flight Simulation
Í Instrumentation
Johnson Space Center (JSC) Harry Erwin / 713-483-0267
(5800)
Í Avionics Testbed
Í Arc-Jet Test
Í Flight (Mission) Operatbility
Evaluation
Í Thermal Vacuum Facility
Í Rapid Prototype Simulations
Í CFD Testbed
Kennedy Space Center (KSC) Don Page / 407-867-4553
(4812)
: X-33
Í Launch Facilities Joel Blum / 407-867-3644
Í Landing Facilities (4812) : X-34
Í Range Support
Í Ground Support Equipment
Í Ground Operability Evaluation
Langley Research Center (LaRC) Del Freeman / 804-864-4451
(4449)
Í Structures/Thermal and Materials
Í Wind Tunnels
Í Test (all of the above)
Lewis Research Center (LeRC) Sol Gorland / 216-977-7561
(7500)
Í Propulsion (and Test)
Í Wind Tunnels
Marshall Space Flight Center Terry Greenwood / 205-544-
1585
(MSFC) (5860)
Í Propulsion
Í Structures/Thermal and Materials
Í Astrionics/GNC/Power
Í Fabrication
Í Test (all of the above)
Stennis Space Center (SSC) Patrick Scheuermann / 601-
688-
2486 (7885)
Í Structures and Propulsion Test
White Sands Test Facility (WSTF) Richard Lopez / 505-524-
5155
(5053)
Í Ground Propulsion Test
Department of Defense (DoD)
Installations
Í Flight Operations/Test Lt.Col. Jess Sponable /
505-
846-8927x127
Í Technology Tasks/Test Chris Andrews / 505-846-
8927x130
(both 8930)
APPENDIX F
OMB CIRCULAR A-110, SECTION 23
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OMB CIRCULAR A110
58 FR 62992-01 PAGE 17
23 Cost sharing or matching.
(a)All contributions, including cash and third party in-
kind, shall be accepted as part of the Recipient's cost
sharing or matching when such contributions meet all of the
following criteria.
(1)Are verifiable from the Recipient's records.
(2)Are not included as contributions for other federally-
assisted project or program.
(3)Are necessary and reasonable for proper and efficient
accomplishment of project or program objectives.
(4)Are allowable under the applicable cost principles.
(5)Are not paid by the Federal Government under another
award, except where authorized by Federal statute to be used
for cost sharing or matching.
(6)Are provided for in the approved budget when required
by the Federal awarding agency.
(7)Conform to other provisions of this Circular, as
applicable.
(b)Unrecovered indirect costs may be included as part of
cost sharing or marching only with The prior approval of the
Federal awarding agency.
(c)Values for Recipient contributions of services and
property shall be established in accordance with the
applicable cost principles. If a Federal agency authorizes
Recipients to donate buildings or land for
construction/facilities acquisition projects or long-term
use, the value of the donated property for cost sharing or
matching shall be the lesser of (1) or (2).
(1)The certified value of the remaining life of the
property recorded in the Recipient's accounting records at
the time of donation.
(2)The current fair market value. However, when there is
sufficient justification, the Federal awarding agency may
approve the use of the current fair market value of the
donated property, even if it exceeds the certified value at
the time of donation to the project.
(d)Volunteer services furnished by professional technical
personnel, consultants, and other skilled and unskilled
labor may be counted as cost sharing or matching if the
service is an integral and necessary part of an approved
project or program. Rates for volunteer services shall be
consistent with those paid for similar work in the
Recipient's organization. In those instances in which the
required skills are not found in the Recipient organization,
rates shall be consistent with those paid for similar work
in the labor market in which the Recipient competes for the
kind of services involved. In either case, paid fringe
benefits that are reasonable, allowable, and allocable may
be included in the valuation.
(e)When an employer other than the Recipient furnishes the
services of an employee, these services shall be valued at
the employee's regular rate of pay (plus an amount of fringe
benefits that are reasonable, allowable, and allowable, but
exclusive of overhead costs), provided these services are in
the same skill for which the employee is normally paid.
(f)Donated supplies may include such items as expendable
equipment, office supplies, laboratory supplies or workshop
and classroom supplies. Value assessed to donated supplies
included in the cost sharing or matching share shall be
reasonable and shall not exceed the fair market value of the
property at the time of the donation.
(g)The method used for determining cost sharing or
matching for donated
OMB CIRCULAR A110
58 FR 62992-01 PAGE 18
equipment, buildings and land for which title passes to the
Recipient may differ according to the purpose of the award,
if (1) or (2) apply.
(1)If the purpose of the award is to assist the Recipient
in the acquisition of equipment, buildings or land, the
total value of the donated property may be claimed as cost
sharing or matching.
(2) If the purpose of the award is to support activities
that require the use of equipment and buildings may be made.
However, the full value to equipment or other capital assets
and fair rental charges for land may be allowed, provided
that the Federal awarding agency has approved the charges.
(h)The value of donate property shall be determined in
accordance with the usual accounting policies of the
Recipient, with the following qualifications.
(1)The value of donated equipment shall not exceed the
fair market value at the time of donation to the Recipient
as established by an independent appraiser (e.g., certified
real property appraiser or General Services Administration
representative) and certified by a responsible official of
the Recipient.
(2)The value of donated equipment shall not exceed the
fair rental value of equipment of the dame age and condition
at the time of donation.
(3)The value of donated space shall not exceed the fair
rental value of comparable space as established by an
independent appraisal of comparable space and facilities in
a privately-owned building in the same locality.
(4)The value of loaned equipment shall not exceed its fair
rental value.
(5)The following requirements pertain to the Recipient's
supporting records for in-kind contributions from third
parties.
(i)Volunteer services shall be documented and, to the
extent feasible, supported by the same methods used by the
Recipient for its won employees.
(ii) The basis for determining the valuation for
personal service, material, equipment, buildings and land
shall be documented.
This Page Intentionally Left Blank
APPENDIX G
ACRONYMS
REUSABLE LAUNCH VEHICLE
SMALL REUSABLE BOOSTER: X - 34
APPENDIX G
ACRONYMS
ADP Automated Data Processing
ASCII American Standard Code Information Interchange
CAN Cooperative Agreement Notice
CDT Central Daylight Time
CFR Code of Federal Regulation
Co-P Co-Partner
FAR Federal Acquisition Regulations
FAX Facsimile
FTP File Transfer Protocol
FY Fiscal Year
IR&D Independent Research and Development
klb Kilo-pound
LEO Low Earth Orbit
LP Lead Partner
MSFC Marshall Space Flight Center
NASA National Aeronautics and Space Administration
nm Nautical Mile
NRA NASA Research Announcement
OMB Office of Management and Budget
OSAT Office of Space Access and Transportation
RLV Reusable Launch Vehicle
RTF Rich Text Format
TBD To Be Determined
URL Uniform Resource Locator
VHM Vehicle Health Monitoring
WWW World Wide Web