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DEPARTMENT OF THE NAVY

NATIONAL

ABRON~OTICS

AND SPACK ADMINlSTRATION, LANGLEY RESEARCH CKNTBR.


HAMPTON, VA 2368l-21U 812199

NAVAL AIR SYSTKKS COKKAND.

UNITED STATED SPECIAL OPERATIONS

PATUXENT RIV2R,

~,

NASA
1 000
Se r

NO 20670-1547

WlI.SHINGTON NAvY YARD. DC 20374-5065

NAVAIR
10 00
Ser Air 00/ 4 64

SEP 20 2012
SPOC
1000
Se r

MEMORANDUM OF AGREEMENT
FOR
THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION
NAVAL AIR SYSTEMS COMMAND
AND
UNITED STATES SPECIAL OPERATIONS COMMAND
Subj ,

OV- 1 0G PROTOTY PE ACTIVITIES

1. AUTHORITY AND PARTIES: This agre e ment is entered int o


pursuant to the Nat ional Aeronautics and Space Act as amended
(51 U.S.C. 20 113 ), and pursuant to OPNAVINST 4000.84B, by the
NASA Langley Research Center located at Langl e y Researc h Center,
Hampton, VA 23681 (he r einafter referred to as tlNASA LaRC,"
"LaRC," o r "NASA"), Naval Air Systems Co mmand, locate d at
Pa tuxent River, MO, (hereinafter referred to as "NAVAIRN) and
t he United States Special Operations Command, located in Tampa,
FL, (hereinaft er referred a s USSOCOM).
NASA, USSOCOM, and
NAVAIR may be individually referred to as a "Party" and
c ollect ively referred to a s the "Parties ."
2.
PURPOSE: NASA agrees to provide OV-10G aircraft ( 2) to
NAVAIR fo r t he development of protot ype aircraft for evaluatio n
by the Department of Defense (DoD) (such activity, t he "00 0
demo ns t ra t i o n" ) . The aircraf t will rema in in t he NASA inve ntory
t h roughout t h e cockpit and mi ssion e quipment modification
process . Prior to the commencement of the weapons integration
phase of the project , the aircraft wil l be transferred i nto the
Navy inventory.
upo n completion of t h e weapons integ ration, the
a ircra ft will be r e moved f rom Navy inventory and posseSSion of
the aircra ft wi ll be trans fe rred to USSOCOM for the conduct of a
Limit e d Object ive Experiment (LOE). The airc raf t will be
re tu rned in a NASA -s p e cified configuration and possession of the
ai rcraf t will be transferred back to NASA at the end of the 000
evalua t ion

Subj,
3.

OV-IOG PROTOTYPE ACTIVITIES

RESPONSIBILITIES

a.

NAVAIR shall:

(1) Return all NASA avionics removed from the aircraft


at the commencement of the modification effort.
(2) Upon completion of the 000 demonstration, return
aircraft with all maintenance items current along wi th
associated maintenance documentation.
(3) Return aircraft with a monotone paint job and all

military specific markings removed .


(4) Return aircra ft with all upgraded digital cockpit
components as described in the Joint NASA/NAVAIR Cockpit Upgrade

Critica l Design Review meeting.


(5) Reimburse NASA for all fuel consumed during all the
flights conducted prior to the transfer of physical custody to
NAVAIR.
(6) Reimburse NASA for Civil Servic e labor and
Contractor labor for those activities associated with the
preparation and flights of the aircraft in support of the NAVAIR
developmental efforts.
(7) Reimburse NASA for travel expenses for those NASA
personnel involved in t he activities associated with this
Agreement.
(8) Reimburse NASA for aircraft operating costs incurred
for those flights conduct ed by NASA.
(9)" Be responsible for all modifications and
Airworthiness Certification associated with aircraft integration
required for the 000 demonstration.
(10) Accept possession of the aircraft along with Mishap
Investigation convening authority for the NAVAIR Weapons

Subj ,

OV - 10G PROTOTYPE ACTIVITIES

Integration effort upon completion of the cockpit upgrades and


mission equ ipment install ation.
(11) Store the ejection seat pyrotechnics during t he
term of this effort in accordance with the aircraft
configurat ion and requirements plan.
c.

NASA LaRC will use reasonable efforts to :

(1) Provide Airworthiness Certification for the current


NASA conf i guration and the digital cockpit upgrade and mission
equipment installation .
(2) Conduct acceptance f li ghts .
(3)

Fly aircraft to Navy Modif i cation facilit i es.

(4) Be responsible for aircraft during transport from


NASA to modifications facilities, and to the Navy facilities.
(5) Transfer custody of the aircraft to NAVAIR after the
completion of the digital cockpit upgrade and mission equipment
insta l lation and prior to weapons integration.
(6) Pr ovide NAVAIR with all necessary parts to build a
maintenance support pack-up kit.
(7) Provide NAVAIR with readily available spare parts
currently in NASA's possession throughout DoD demonstration .
(8) Provide NAVAIR with pilot and maintenance
consultation and support as requested.
USSOCOM shall:
(I) Accept possession of the aircraft along with Mishap
Investigation conven ing authority for the LOE upon the
completion o f the NAVAIR weapons integration effort.
(2) Conduct LOE .
(3) At completion of LOE, return aircraft to NA SA LaRC
in order for NAVAIR to complete de-modification to the agreed
configuration defined above, and transfer possession of the
aircraft to NASA.
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Subj,

OV-IOG PROTOTYPE ACTIVITIES

4.
SCHEDULE AND MILESTONES, The planned major milestones for
the activities defined in the "Responsibil iti es" clause are as
follows ;
a. Acceptance flights and Airworthiness Certification on
September 2012 current aircraft configuration.
b. Fly aircraft to NAVAIR's Primary Modification facility
September 2012.
c . NASA acceptance flights and Airworthiness Certification February
2013 .

d . Fly aircraft to the weapons integration facility Februa ry 2013 .


e . Transfer Physical Custody of the aircraft to NAVAIR February 2013
f . NAVAIR completes weapons integration to include April 2013.

g. Airworthiness Certification and acceptance flights April 2013.


h. USSOCOM takes possession of aircraft April 2013.
i. Return aircraft to NASA LaRC September 2013 .
j. NAVAIR de -modifie s aircraft and NASA accepts possession

October 2013 .

5.

FINANCIAL OBLIGATIONS,

a . NAVAIR agrees to reimburse NASA an estimated cost of


$202,054 for NASA to carry out its and USSOCOM's
responsibilities under t his Agreement . In no event will NASA
transfer any U . S. Government funds to NAVAIR under this
Agreement. Payment must be made by NAVA IR in advance of
initiation of NASA's efforts. Advance payments shall be
scheduled to ensure that funds are res ident with NASA before
Federal obligat i ons are incurred in support of this Agreement .
b . NASA will not provide services or incur costs beyond the
available funding amount . Although NASA has made a good faith
effort to accurately estimate its costs, it is understood that
NASA prov ides no assurance that the proposed effort under this
Agreement wi ll be accomplished for the above estimated amount.
Should the effort cost more than the estimate, NAVAIR will be
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Subj ,

OV -I OG PROTOTYPE ACTIVITIES

advised by NASA as soon as possible. NAVAIR shall pay al l costs


incurred and have the opt i on of canceling the remaining effort,
or providing additional funding in order to continue the
proposed effort under the revised es timate, as concurred to by
NAVAIR.
Shou l d this Agreement be terminated, or the effort
completed at a cost less than the agreed-to estimated cost, NASA
shall account for any unspent funds and use all reasonable
efforts to return them to NAVAIR within their period of
ava i lability.
c. Notwithstanding any other provision of this Agreement,
all activities under or pursuant to this Agreement are subject
to the availability of funds, and no provision of this Agreement
shall be interpreted to require obligation or payment of funds
in violation of the Anti-Deficiency Act, Title 31 U. S . C . 13 41.

6.
PRIORITY OF USE : Due to the URGENT nature and high profile
tasking identified, NASA agrees NAVA IR and USSOCOM have priority
of use for these assets until such time as the 000 demonstration
is complete or terminated in accordance with the terms herein.
7 . LIABILITY AND RISK OF LOSS : NAVAIR assumes responsibility
for loss or damage to the aircraft, reasonable wear and tear
excepted, while utilizing aircraft supporting the DoD
demonstration (including during the LOE ) and agr e es to return
the aircraft to NASA (at the time a nd location of NASA's
choosing, subj ec t to Articles XIV and XV h erein) in as good
condition as when received.
NAVAIR's liability to NASA shall be
limited to $30,000 per aircraft under all circumstances .
8.
INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS: The Parties
agree that the information and data exchanged in furtherance of
the activities under this Agreement will be exchanged without
use and disclosure restrictions unless required by national
security regulations (e.g ., classified information) or as
otherwise provided in this Agreement or agreed to by NASA and
Partners for specifically identified information or data ( e . g .,
information or data specifically marked with a restrictive
notice).
NAVAIR will insert the FAR and DFARS clauses which
address noncommercial techn ical data and software r i ghts, and
commercia l techn i cal data and software rights, in its contracts
with Contractors supporting these efforts and will ensure NASA
receives the same intellectual property rights as its other
Partners.

Subj,

OV-10G PROTOTYPE ACTIVITI ES

9.
INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS,
Unless otherwise agreed upon by NASA, NAVAIR, and USSOCOM
custody and administration of inventions made (conceived or
first actually reduced to practice) under this lAA wi l l remain
with the respective inventing Party.
In the event an invention
is made jointly by employees of the Parties (including by
emp l oyees of an Party's contractors or subcontractors for which
the U.S. Government has ownership), the Parties will consult and
agree as to future actions toward establishment of patent
protection for the invention.
10 . RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA ,
NASA, NAVAIR or USSOCOM may, consistent with Federal law and
this Agreement, release general information regarding its own
participation in this IAA as desired.
I nsofar as participation
of the other Party in this IAA is included in a public release,
NASA, NAVA I R and USSOCOM will seek to consult with each other
prior to any such release, consistent with the Parties'
respective policies .
11 . TERM OF AGREEMENT : This Agreement becomes effective upon
the date of the last signature below and shall remain in effect
until the completion of all obligations of all Parties hereto,
or 2 years from the date of the last signature, whichever comes
first.
12. RIGHT TO TERMINATE : Any Party may un i laterally terminate
this Agreement by providing thirty (30) calendar days written
notice to the other Party .
In the event of such termination,
the parties will agree to the terms of the termination,
including costs attributable to each party and the disposition
of awarded and pending actions .
(See the Department of the
Treasury ' s, Intragovernmental Business Rules, section IV.A .
"Intragovernmental Business Rules", Treasury Financial Manual,
Vol . 1, Bulletin 2011-04 (November 8, 2010) . "United States
Government, Interagency Agreement - Agreement Between Federal
Agencies General Terms and Conditions (GT&C) Section").
13. CONTINUING OBLIGATIONS: The rights and obligations of the
Parties in Article 5 "Financial Obligations", Article 7
"Liability and Risk of Loss", Article 8 "Intellectual Property
Rights - Data Rights", Article 9, "Intellectual Property Rights
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Subj,

OV-IOG PROTOTYPE ACTIVITIES

- Invention and Patent Righ ts", Ar t i cle 15 "Di s pute Resolution",


Articl e 17, "Applicable Law"
and Article 18 "Government
Property For The Purposes Of This Agre e ment" shall surv ive such
I

expiration or termination of this Ag reement.


13.

MANAGEMENT POI NTS OF CONTACTS:

The following personnel are

designated as the princi p al points of cont act between the


Parties in the performance o f th is Agreement:

TECHNI CAL POINTS OF CONTACTS


NASA Lang l ey Research Cen ter

Bruc e D. Fishe r
Directorate Chief Engineer
Research Services Directorate
Mail St op :

2 47

La ng ley Research Center


Hampton , VA 23681
Phone: 757-864-3862
Fax: 757-864-8549

bruce . d . fisher@nasa . gov

Naval Ai r Warfare Ce nter - Aircraft Divis i o n


Building 148 5
River, MD 20685

USSOCOM

i on

P
7701 Tampa Point Blvd
Ma cDi ll AFB FL 3362 1-5323

Subj:

OV-IOG PROTOTYPE ACTIVI TIES

BUSINESS / ADMINISTRATION PO I NTS OF CONTACTS


NASA Langley Research Center
Harry L. Be lvin
Associate Di r ector, ARD
Mail Stop: 264
Langley Research Center
Hampton , VA 23681
Phone: 7 57- 864-9436
Email: harry.l.belvin@nasa.gov

Naval Air Warfare Center - Aircraft Division


Patuxent River MD
Phone :
Ema il :

USSOCOM

b11) bl")

on

Point Blvd
FL 33621-5323

15. DISPUTE RESOLUTION : All disputes concerning questions of


fact or law arising under this lAA shall be referred by the
claimant in writing to the appropriate person identified in this
Agreement as the "Points of Contact . " The persons identified as
the "Points of Contact" for NASA, NAVAIR and USSOCOM will
consult and attempt to resolve all issues arising from the
i mplementation of this Agreement . I f they a r e unable to come to
agreement on any issue , the dispute wi ll be referr ed to the
signator i es to t h i s Agreement, or the i r designees, for joint
resolution after the Parties have separately documented in
wr iti ng clear reasons for the d ispute. As applicable, d ispu tes
will be resolved pursuant to the provision o f the
"Intragovernmental Business Rules" delineated in Volume 1,
Treasu r y Financ i al Manual, Part 2, Chapter 4700, Appendix 10,
Section VIr {Resolving Intragovernmental Disputes and Major
Dif f erences} .
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Subj ,

OV-lOG PROTOTYPE ACTIVITIES

16. MODIFICATIONS : Any modification to this Agreement shall be


executed, in writing, and s i gned by an authorized representative
of NASA, NAVA I R and USSOCOM .
17. APPLICABLE LAW: U . S . Federal law governs this Agreement
for all pu rposes, including, but not limited to, determining the
validity of the Agreement, the mea n ing of its provisions, and
the rights, obligations and remedies of the Parties .
18. GOVERNMENT PROPERTY FOR PURPOSES OF THI S AGREEMENT , I n
order to further activities se t forth in this Agreement , the
Parties acknowledge that NASA shall provide the following
Government property to NAVAIR : NASA LaRC OV-IOG, FAA #N592NA and
N58 1NA in support of the DOD demonstration by USSOCOM. The
property listed above (hereinafter ref e rred to as the
"Property") is not being prov i ded to NAVAIR as a substitute for
the purchasing of the same type of property by NAVAIR under any
contrac t or gra n t that NAVAIR has, or may have, with a third
party . Furthermore, such Propert y is not excess to NASA's
requirements and its use is anticipated upon its return to NASA .
a.

In support of demonstration efforts :

(I) NAVAIR shall be responsib l e for the modi f ication,


operations and maintenance of the property during the
modification and weapons i ntegration phase of the demonstration .
Notwithstanding articles 5 and 8 , USSOCOM shall be responsible
for the operations and maintenance of the property throughout
the LOE.
(2) NAVAIR shall reimburse NASA for the transport of
the Property in accordance with good commercial pract i ces ;
(3) NAVAIR shall identify , mark, and record all of the
Property promptly upon receipt, and maintain such identity so
long as it remains in the custody, possession, or control of
NAVA I Ri
(4) NAVAIR shall maintain suitable records for each
item of Property . As a minimum, such records shall show
description, identification number , unit cost , quantity, dates
of receipt , condition upon receipt, and location. NAVAIR sha ll
perform an inventory of the Property one (1) year from the
effective date of this Agreement , and every year thereafter, if
the Agreement is st i ll in effect, and send such inventory report

Subj,

OV-10G PROTOTYPE ACTIVITIES

to NASA. Further, NAVAIR shall provide to NASA upon r easonable


request, records sufficient to disclose the date of inspections,
the deficiencies discovered as a result of inspections, and the
maintenance actions performed . This annual report shall be
submitted to the follow ing NASA point of contact (POC): Bruce O .
Fisher, Research Services Directoratei
(5) NAVAIR shall assume responsibility for loss or
damage to the Pr operty, reasonable wear a nd tear excepted and ,
with the same limitation for wear and tear, agrees to return the
Property to NASA in as good condition as when received. It is
understood that NAVAIR is financ i ally responsible for any damage
to the Prope r ty while it is in the care, custody, and control of
NAVAIR by its employees , contractors , subcontractors, agents , or
principal investigators not to e x ceed $30 , 000 per aircraft .
Reimbursement to NASA for loss of the Property is provided in
Art i cles III and VI I of this Agreement;
(6) NAVAIR sha ll report any loss , damage, or
destruct i on of Property to the NASA poe identified above within
ten (10) working days from the date of t h e discovery thereof.

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19.

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