**National Aeronautics and Space Administration** 

John F. Kennedy Space Center **Kennedy Space Center, FL 32899**

FULLY REIMBURSABLE SPACE ACT AGREEMENT

BETWEEN



### NASA JOHN F. KENNEDY SPACE CENTER

AND



### STARFIGHTERS, INC.

FOR

RECURRING USE OF THE SHUTTLE LANDING FACILITY AND T ENANCY AT KENNEDY SPACE CENTER



## KCA-4244**National Aeronautics and Space Administration** 

John F. Kennedy Space Center **Kennedy Space Center, FL 32899**

October, 20 th 2009

NASA KSC / STARFIGHTERS, INC. - SPACE ACT AGREEMENT (KCA

- 4244)

ARTICLE 1 - AUTHORITY AND PARTIES

**In accordance with The National Aeronautics and Spa ce Act of 1958, as amended(42 U.S.C. 2473 (c)), thi**  **s Agreement is entered into by the NASA John F. Kennedy Space Cent**  **er located at Kennedy Space Center, FL 32899 (herei nafter**  **referred to as "NASA KSC," "KSC," or "NASA") and St arfighters, Inc. located at 1608 N. Jasmine Avenue,**  **Tarpon Springs, FL 34689, (hereinafter referred to as "Sta**  **rfighters" or "PARTNER"). NASA and Partner may be i ndividually**  **referred to as a "Party" and collectively referred to as the "Parties."** 

ARTICLE 2 - PURPOSE

**The purpose of this agreement is to facilitate the recurring use of the Shuttle Landing Facility (SLF)**  **by Starfighters for commercial operation of its fleet of F-104 & T-38 h**  **igh performance jet aircraft. This agreement also a uthorizes**  **Starfighters to become a tenant organization of Joh n F, Kennedy Space Center and specifies permitted a**  **ctivities, operational constraints, and required safety proced**  **ures and documentation. The Parties further agree t hat the primary**  **purpose of granting Starfighters a right to use the SLF and occupy facilities on KSC as a tenant organ**  **ization is to further their shared interest in supporting test, developme**  **nt, and training activities associated with the eme rging commercial**  **space launch industry, and to otherwise advance aer ospace and space-related technology consistent with**  **NASA's mission. NASA-KSC's commitment to permit Starfighte**  **rs use of the SLF and its associated support facili ties, and to**  **provide required services, is conditioned on the fo llowing: (1) NASA-KSC determines that the required**  **support facilities, including but not limited to the SLF and the Reusab**  **le Launch Vehicle (RLV) Flight Vehicle Facility (J6 -2466), have**  **sufficient available capacity to accommodate the pe rmitted uses (2) Starfighters operations and activi**  **ties do not interfere with or pose undue risk to NASA-KSC or NASA program**  **s, or any Federal activities at the Eastern Test Ra nge (3)**  **Starfighters flight activities requiring use of the SLF and KSC airspace are conducted only during day**  **light hours and at**

**times when the SLF Control Tower is staffed with co ntrollers.** ARTICLE 3 - RESPONSIBILITIES

Partner will use reasonable efforts to:

**1. Perform permitted flight activities in complianc e with NASA-KSC established safety, security, and o**  **perational procedures, and pursuant to applicable Federal Avia**  **tion Authority (FAA) regulations and procedures. S tarfighters must**  **conduct their operations in accordance with KSC saf ety requirements, KNPR 8715.3. Starfighters shall a**  **lso comply with applicable Occupational Safety and Health Administr**  **ation standards and regulations.**

**2. Conduct flight operations only during SLF normal operating hours, or as otherwise pre-arranged and**  **facilitated pursuant to this agreement, and in conformance with**  **flight activity plans pre-coordinated and approved by NASA-KSC**  **Flight Operations, and air space management authori ties.** 

**3. Conduct commercial flight operations from the SL F solely for the following purposes: flight testing**  **and research for domestic government, industry, or academic institut**  **ions; flight testing and research for foreign entit ies subject to prior**  **NASA approval; suborbital spaceflight training for pilots and prospective spaceflight participants thr**  **ough recognized, FAA authorized training programs; pilot proficiency fli**  **ghts; path-finding flights to test equipment, proce dures, and safety**  **systems in development for spaceflight vehicles; me dia flights, subject to prior NASA approval, in sup**  **port of films, television documentaries, and photo chase operation**  **s. Other flight operations may be permitted throug h prior written**  **authorization by NASA-KSC, at its sole discretion, provided that Starfighters use of the SLF to suppor**  **t flights to and from air show demonstration events and other similar pur**  **poses, shall comprise no more than 10 percent of al l flight operations**  **conducted annually under this agreement.**

**4. Starfighters shall provide NASA-KSC Flight Opera tions with an Aircraft Maintenance and Operations P**  **lan, and access to inspection of any aircraft maintenance and modif**  **ication records as may be requested to support peri odic air worthiness**  **reviews. Starfighters shall have a documented Fore ign Object Debris (FOD) control program and a docum**  **ented tool control program (both included as elements of the P**  **lan, in accordance with KNPR 8730.2, Quality Assura nce Procedural**  **Requirements.**

**5. Starfighters acknowledges the SLF is surrounded by a wildlife refuge populated by many bird species**  **and other animals which may be present on or near the SLF reg**  **ardless of NASA-KSC wildlife hazard mitigation meth ods.** 

**6. Starfighters pilots and ground support personnel shall participate in KSC training programs as may**  **be specified by NASA-KSC Flight Operations to ensure awareness of S**  **LF and general KSC hazards and safety procedures.**

**7. Starfighters shall sustain a minimum average fli ght frequency of 2 flights per week, with a target**  **of no less than 100 flights per year, from the SLF.** 

**8. Starfighters shall be responsible for requesting and purchasing commercial aviation fuel through ar**  **rangements facilitated or approved by NASA-KSC. If pursuant to**  **an agreement between NASA-KSC and the Titusville-C ocoa Airport**  **Authority, or any other entity, commercial aviation fuel is regularly and reliably available on site a**  **t the SLF, then Starfighters shall arrange to purchase fuel through**  **that provider. If such an on-site mechanism is no t available, then**  **Starfighters may arrange for delivery and use of av iation fuel solely for its own aircraft and purpose**  **s. Starfighters may not in any manner furnish commercial aviation fuel to a**  **ny other SLF user. Any vendor used by Starfighters to deliver fuel, as**  **well as any portable storage tanks and their locati on, must be approved in advance by NASA-KSC Flight**  **Operations.**

**9. Any personnel which are not Starfighters flight or support crew which will participate in research,**  **test, training, or approved media flights, shall be properly badged an**  **d escorted as required by NASA-KSC security procedu res, and shall**  **be subject to additional pre-flight screening proce dures as may be required by NASA-KSC.** 

**10. Starfighters shall not alter any facility at KS C, or install improvements, without first obtaining**  **the written approval of NASA-KSC. Not less than 60 days from the expiratio**  **n date of this Agreement, or upon notification of t ermination by either**  **party to the other, NASA and Starfighters shall joi ntly review all improvements made by Starfighters t**  **o any facility at KSC. At NASA’s sole discretion, such improvements shall**  **be removed by Starfighters and the property restore d to the condition**  **it was in at the time this Agreement commenced, or, Starfighters shall relinquish any and all interest**  **in such improvements and NASA shall disposition the improvements as it d**  **eems to be in the best interest of the government.**NASA KSC will use reasonable efforts to:

**1. Provide access to and use of the SLF and associa ted support facilities in accordance with security**  **and safety operating procedures and policies specified by NASA-KSC.** 

**2. Provide Government-furnished goods and services required to support and facilitate Starfighters fli**  **ght activities from**

**the SLF.**

**3. Provide during normal established operating hour s for SLF operations, SLF tower control, coordinati**  **on with air space management authorities, and onsite fire and crash r**  **escue capability. Starfighters shall not conduct f light operations on**  **the SLF during any period which the SLF is closed u nless Starfighters reimburses NASA-KSC in advance t**  **he full costs of operating the SLF for Starfighters' sole benefit.**  **SLF operating hours are established by NASA and are subject to change.** 

**4. Permit Starfighters to occupy the J6-2466 hangar as a tenant organization pursuant to a separate ag**  **reement with Space Florida, subject to NASA consent to the terms**  **and conditions of that use agreement. Starfighters use of J6-2466**  **hangar capacity shall be not greater than 15,000 sq uare feet (gross, including common area) of the han**  **gar's 50,000 square feet of total floor space. NASA-KSC reserves**  **the right to reduce the amount of J6-2466 hangar s pace Starfighters**  **is permitted to occupy to 10,000 square feet if, in NASA-KSC, in its sole discretion, determines that**  **a higher priority use requires such a reduction. Such a reduction may be**  **either temporary or permanent, as NASA determines t o be** 

**necessary.**

**5. Permit Starfighters to use, occupy, and secure a single private office in the Flight Vehicle Suppor**  **t building (J6-2465) for records and critical flight crew equipment, and for**  **other purposes incidental to its permitted activit ies at KSC. The office to**  **be occupied is designated room 1108 and consists of 222 square feet. Starfighters will be responsible**  **for arranging commercial telephone and IT services if required an**  **d shall not have access to government telephone or computer** 

**networks.**

**6. Enable the provision and delivery of commercial support services by third parties as required to en**  **able Starfighters flight and maintenance activities at the SLF and RL**  **V Hangar.**

**7. Permit Starfighters to stage and store aircraft and required support equipment at the SLF, its asso**  **ciated ramp areas, and the RLV hangar and, in the Government's sole di**  **scretion, permit Starfighter's ground crew to use G overnment**  **equipment that may be available at the SLF (e.g. fo rklift or other handling/support equipment).** 

**8. Perform required security investigations as nece ssary to enable access for Starfighters permanent e**  **mployees and contractors requiring more than 180 days of access**  **to KSC controlled areas during this agreement.**

**9. Provide safety and operational oversight of Star fighters commercial aircraft operations at KSC in a**  **ccordance with risk and safety review procedures established by NASA-KS**  **C Flight Operations, including but not limited to N PD/NPR 7900**  **procedures as applicable. For any missions flown in support of NASA, the aircraft shall be operated as**  **a "public aircraft" in accordance with agency policy and procedural doc**  **umentation.**ARTICLE 4 - SCHEDULE AND MILESTONES

**The planned major milestones for the activities def ined in the "Responsibilities" clause are as follow**  **s:**

**Initial safety and risk review Prior to flight oper ations** 

**Aircraft Maintenance and Operations Plan submit Pri or to flight operations** 

**SLF and KSC area training Within 14 days of agreeme nt execution** 

**Flight operations for permitted activities As NASA approved and scheduled** 

**NASA annual safety and risk review Within 30 days o f agreement anniversary** 

ARTICLE 5 - FINANCIAL OBLIGATIONS

**1. Partner agrees to reimburse NASA for NASA to car ry out its responsibilities under this Agreement. I**  **n no event will NASA transfer any U.S. Government funds to Partner**  **under this Agreement. Payment must be made by Partn er in**  **advance of initiation of NASA's efforts. Starfighte rs agrees to pay NASA-KSC $20,000 (twenty thousand**  **dollars) upon execution of this agreement as an initial deposit t**  **o reimburse NASA-KSC costs and to provide additiona l funds as**  **required at the beginning of each month to replenis h the account balance to $20,000, and, if necessary**  **to prevent incurring costs in excess of funds on deposit, make**  **additional payments in advance in accordance with the following:** 

**Fixed Price Schedule:**

**General Airfield Services Support $ 1,000 per mon th plus CMO rate**  **(includes transient SLF apron parking, use of commo n airfield areas and government equipment in accord**  **ance with Article 24, and general airfield services )** 

**Airfield Services, per flight $ 350 per flight plus CMO rate**  **(includes airfield services provided for each fligh t )** 

**Use of outside support areas $153.13 per month plus CMO rate**  **(Designated 1050 square foot area for mobile fuel t anker, and transient use of J6-2466 apron for fueli**  **ng operations)**

**Estimated Price for Other Anticipated Costs:**

**Annual NASA safety and risk review Actual costs, if any,plus CMO rate** 

**Other goods and services furnished by government Ac tual costs, if any, plus CMO rate** 

**The following costs shall be applicable if J6-2466 real property is transferred to NASA-KSC by Space**  **Florida and will be reflected in a revised estimated price to be furnis**  **hed to Starfighters at such time as the property tr ansfer to NASA is** 

**effective:**

**Use of up to 15,000 square feet of J6-2466 $ 7,50 0 per month plus CMO rate**  **(In the event NASA permanently reduces maximum allo wed space to 10,000 square feet, rate will be adjus**  **ted to a fixed $5,000 per month plus CMO rate)**  **One thirdshare of utilities servicing J6-2466 based on actual energy and water used** 

**Advance payments shall be scheduled to ensure that funds are resident with NASA before Federal obligat**  **ions are incurred in support of this Agreement.** **2. Payment shall be payable to the National Aeronau tics and Space Administration by check and sent to:**  **NASA Shared Service Center (NSSC)-FMD Accounts Rece ivable**  **Attn: For the Accounts of Kennedy Space Center Bldg. 1111, C Road**  **Stennis Space Center, MS 39529**

**Or Pay.Gov at www.nssc.nasa.gov/customer**  **service**

**3. NASA will not provide services or incur costs be yond the available funding amount provided by Starf**  **ighters. Although NASA will make a good faith effort to accurately es**  **timate any costs not definitized in this agreement, it is understood that**  **NASA provides no assurance that any effort not defi nitized under this Agreement will be accomplished f**  **or the above**

**estimated amount. Should the effort cost more than the estimate, Partner will be advised by NASA as so**  **on as possible. Partner shall pay all costs incurred and have the o**  **ption of canceling the remaining effort, or providi ng additional funding in**  **order to continue the proposed effort under the rev ised estimate. Should this Agreement be terminated,**  **or the effort completed at a cost less than the agreed-to estimat**  **ed cost, NASA shall account for any unspent funds w ithin One (1) year**  **after completion of all effort under this Agreement , and promptly thereafter, return any unspent funds**  **to Partner.**

**4. Notwithstanding any other provision of this Agre ement, all activities under or pursuant to this Agr**  **eement are subject to the availability of funds, and no provision of this**  **Agreement shall be interpreted to require obligati on or payment of funds**  **in violation of the Anti-Deficiency Act, Title 31 U .S.C. § 1341.1.** 

ARTICLE 6 - PRIORITY OF USE

**Any schedule or milestone established pursuant to t his Agreement is estimated based upon the Parties'**  **current understanding of the projected availability of NASA**  **personnel, facilities and equipment. In the event that NASA's**  **projected availability changes, Partner shall be gi ven reasonable notice of that change, so that the s**  **chedule and milestones may be adjusted accordingly. The Parties**  **agree that NASA usage of the facilities, equipment , and personnel**  **shall have priority over the usage planned in this Agreement. Should a conflict arise, NASA in its sol**  **e discretion shall determine whether to exercise that priority. Likewi**  **se, should a conflict arise as between two commerci al users, NASA, in**  **its sole discretion, shall determine the priority a s between the two users. This Agreement does not ob**  **ligate NASA to seek alternative government property or services under t**  **he jurisdiction of NASA at other locations.**

ARTICLE 7 - NON-EXCLUSIVITY

**This Agreement is not exclusive; accordingly, NASA may enter into similar Agreements for the same or s**  **imilar purpose with other U.S. private or public entities.** ARTICLE 8 - LIABILITY AND RISK OF LOSS

**1. Partner hereby waives any claims against NASA, i ts employees, its related entities, (including, but**  **not limited to, contractors and subcontractors at any tier, grantee**  **s, investigators, customers, users, and their contr actors and**  **subcontractors, at any tier) and employees of NASA' s related entities for any injury to, or death of,**  **Partner employees or the employees of Partner's related entities, or for**  **damage to, or loss of, Partner's property or the p roperty of its related**  **entities arising from or related to activities cond ucted under this Agreement, whether such injury, de**  **ath, damage, or loss arises through negligence or otherwise, except in t**  **he case of willful misconduct. 2. Partner further a grees to extend this**  **unilateral waiver to its related entities by requir ing them, by contract or otherwise, to waive all cl**  **aims against NASA, its related entities, and employees of NASA and employe**  **es of NASA's related entities for injury, death, da mage, or loss**  **arising from or related to activities conducted und er this Agreement. Insurance for Third Party Claims**  **: 1. For purposes of this article, the following definitions shall be ap**  **plicable: (a) “Liability” shall include payments ma de pursuant to United**  **States’ treaty or other international obligations, any judgment by a court of competent jurisdiction,**  **administrative and litigation costs, and settlement payments. (b) “Dam**  **age” shall mean bodily injury to, or other impairme nt of health of, or**  **death of any person; damage to, loss of, or loss of use of any property; soil, sediment, surface water**  **, ground water, or other environmental contamination or damage; loss o**  **f revenue or profits; other direct damages; or any indirect, or**  **consequential damage arising therefrom. 2. Liabilit y and Damage: (a) Partner shall, at no cost to NASA**  **, maintain insurance protecting the U.S. Government and U.S. G**  **overnment contractors and subcontractors, at any ti er, from any**  **Liability as a result of any activities conducted u nder this Agreement, including launch and associate**  **d activities, resulting in Damage to: (i) Partner’s employees or agents; an**  **d (ii) Third parties, including U.S. Government emp loyees, and U.S.**  **Government contractor and subcontractor employees. (b) Insurance required under subparagraph 2.(a)(i)**  **above may be satisfied through a liability insurance policy or p**  **olicies under subparagraph 2.(a)(ii) above. Notwith standing any other**  **requirement for notice in this Agreement, upon obta ining the insurance required under subparagraph 2.(**  **a), or upon obtaining any modification or amendment thereof, Pa**  **rtner shall personally deliver, or send by register ed or certified mail,**  **postage prepaid, two copies of such insurance polic y, or such modification or amendment, to NASA at th**  **e following address, or at such address as NASA may from time t**  **o time designate in writing: National Aeronautics a nd Space** 

**Administration Office of the Chief Counsel Mail Cod e: CC-A John F. Kennedy Space Center National Aeron**  **autics and Space Administration Kennedy Space Center, FL 32899**  **(c) Partner shall maintain insurance with terms an d conditions as**  **are currently available in the market for reasonabl e insurance premiums, taking into account renewals,**  **but shall not be obligated to provide insurance limits in excess of**  **$500,000,000 coverage. Partner shall provide to NAS A certificates of**  **insurance, and associated policies, evidencing the insurance required thereunder within a reasonable t**  **ime before Partner begins to use Government property or Government ser**  **vices. Unless Partner provides evidence that such a condition in an**  **insurance policy is not available at a reasonable p remium, the insurance policy shall provide for the**  **right of the U.S. Government to settle reasonably a claim after consu**  **ltation with Partner and its underwriters. (d) Part ner’s insurance**  **obtained pursuant to subparagraph 2.a. shall not be the exclusive recourse of the United States in the**  **event Liability exceeds the amount of coverage. The United States r**  **eserves the right to bring an action against any re sponsible party for**  **Liability incurred by the United States under domes tic or international law. (e) Each Party agrees to**  **cooperate with the other in obtaining any information, data, reports,**  **contracts, and similar materials in connection with the presentation or**  **defense of any claim by either Party under any poli cy of insurance purchased to meet the requirements**  **of this article. If**

**the U.S. Government takes control of the defense of its interests, which would otherwise have been wit**  **hin Partner’s responsibility as established in this article witho**  **ut the concurrence of Partner, Partner shall be rel eased from any liability**  **to the U.S. Government on account of the claim. [No te: An agreement to support commercial launch activ**  **ity, including launches licensed under the Commercial Space Launch**  **Act (49 U.S.C. § 70101 et seq.), should also note that to the**  **extent that the Department of Transportation (DOT) issues a license for certain activities with liabil**  **ity provisions different than those contained in the NASA Agreement, DOT’s l**  **icense takes precedence for those activities.] Insu rance for**  **Damage to NASA Property: 1. Partner shall, at no co st to NASA, maintain throughout the terms of the Ag**  **reement, insurance to cover the loss of or Damage to U.S. Go**  **vernment property as a result of any activities con ducted under this**  **Agreement. The policy must cover the cost of replac ing (at fair market value, as reasonably determined**  **by NASA) or repairing any U.S. Government property (real or per**  **sonal) Damaged as a result of any performance of th is Agreement,**  **including performance by the U.S. Government or its contractors or subcontractors, at any tier. "Damag**  **e" shall mean damage to, loss of, or loss of use of any property;**  **soil, sediment, surface water, ground water, or ot her environmental**  **contamination or damage; loss of revenue or profits ; other direct damages; or any indirect, or consequ**  **ential damage arising there from. 2. The insurance required under**  **this subparagraph shall provide coverage in an amo unt acceptable to**  **NASA. All terms and conditions in the policy shall be acceptable to NASA, and shall require 30 days no**  **tice to NASA of any cancellation or change affecting coverage.** **The policy shall cover all risks of loss except tha t it may exclude damage caused by the U.S. Governme**  **nt's willful misconduct. The insurance policy shall provide that**  **the insurer waives its right as a subrogee against U.S. Government** 

**contractors, subcontractors, or related entities fo r damage. 3. Upon obtaining the insurance required**  **under this paragraph, or upon obtaining any modification or am**  **endment thereof, Partner shall personally deliver, or send by**  **registered or certified mail, postage prepaid, two copies of such insurance policy, or such modificati**  **on or amendment, to NASA at the following address, or at such address a**  **s NASA may, from time to time, designate in writing : National**  **Aeronautics and Space Administration Office of the Chief Counsel Mail Code: CC-A John F. Kennedy Space**  **Center National Aeronautics and Space Administration Kenne**  **dy Space Center, FL 32899 4. An insurance policy wh ose terms**  **and conditions are reviewed and approved by NASA, o r an agreement on an alternative method of protecti**  **on, is a condition precedent to Partner's access to or use o**  **f U.S. Government property or U.S. Government servi ces under this**  **Agreement. 5. In the event Partner is unable to obt ain insurance coverage required by subparagraph 1.**  **above, the Parties agree to consider, subject to review, approval and**  **agreement by NASA, alternative methods of protectin g U.S.**  **Government property (e.g., by acceptable self-insur ance or purchase of an appropriate bond). 6. In the**  **event U.S. Government property is damaged as a result of activ**  **ities conducted under this agreement, Partner (whet her as an insured**  **loss payee or under an alternate protection method) shall be solely responsible for the repair and res**  **toration of such property subject to NASA direction. Partner's liabi**  **lity for such repair and restoration shall not exce ed the agreed insurance**  **policy or other protection method limits.**

ARTICLE 9 - INTELLECTUAL PROPERTY RIGHTS - DATA RIG HTS **(not required for this agreement)**

ARTICLE 10 - USE OF NASA NAME, EMBLEMS AND RELEASE OF GENERAL INFORMATION TO THE PUBLIC

**1. Partner agrees the words "National Aeronautics a nd Space Administration" and the letters "NASA" wil**  **l not be used in connection with a product or service in a manner re**  **asonably calculated to convey any impression that s uch product or**  **service has the authorization, support, sponsorship , or endorsement of NASA, which does not, in fact,**  **exist. In addition, with the exception of release of general informatio**  **n in accordance with paragraph 3 below, Partner agr ees that any**  **proposed public use of the NASA name or initials (i ncluding press releases resulting from activities c**  **onducted under this Agreement and all promotional and advertising use)**  **shall be submitted by Partner in advance to the NAS A Assistant**  **Administrator for Public Affairs or designee ("NASA Public Affairs") for review and approval. Approval**  **by NASA Public Affairs shall be based on applicable law and policy**  **governing the use of the NASA name and initials.**

**2. Use of NASA emblems/devices (i.e., NASA Seal, NA SA Insignia, NASA logotype, NASA Program Identifier**  **s, and the NASA Flag) are governed by 14 C.F.R. Part 1221. Par**  **tner agrees that any proposed use of such emblems/d evices shall** 

**be submitted to NASA Public Affairs for review and approval in accordance with such regulations.** 

**3. NASA or Partner may, consistent with Federal law and this Agreement, release general information re**  **garding its own participation in this Agreement as desired. The Pa**  **rties agree to coordinate prior to its release any general information or**  **media releases describing the Starfighters activiti es at John F. Kennedy Space Center.** 

**4. Partner shall not incorporate corporate signage upon or adjacent to the facilities it is permitted**  **by this agreement to occupy at KSC without the prior written approval of**  **NASA-KSC.**

ARTICLE 11 - DISCLAIMER OF WARRANTY

**Equipment, facilities, technical information, and s ervices provided by NASA under this Agreement are p**  **rovided "as is." NASA makes no express or implied warranty as to the**  **condition of such equipment, facilities, technical information, or**  **services, or as to the condition of any research or information generated under this Agreement, or as**  **to any products made or developed under or as a result of this Agre**  **ement including as a result of the use of informati on generated**  **hereunder, or as to the merchantability or fitness for a particular purpose of such research, informat**  **ion, or resulting product, or that the equipment, facilities, technic**  **al information, or services provided will accomplis h the intended results or**  **are safe for any purpose including the intended pur pose, or that any of the above will not interfere w**  **ith privately owned rights of others. Neither the government nor its co**  **ntractors shall be liable for special, consequentia l or incidental damages**  **attributed to such equipment, facilities, technical information, or services provided under this Agree**  **ment or such research, information, or resulting products made or develope**  **d under or as a result of this Agreement.**ARTICLE 12 - DISCLAIMER OF ENDORSEMENT

**NASA does not endorse or sponsor any commercial pro duct, service, or activity. NASA's participation in**  **this Agreement or supply of equipment, facilities, technical informat**  **ion, or services under this Agreement does not cons titute endorsement**  **by NASA. Partner agrees that nothing in this Agreem ent will be construed to imply that NASA authorizes**  **, supports, endorses, or sponsors any product or service of Par**  **tner resulting from activities conducted under this Agreement,**  **regardless of the fact that such product or service may employ NASA-developed technology, operate from**  **facilities at KSC, or have been reviewed by NASA for compliance w**  **ith NASA safety requirements.**

ARTICLE 13 - COMPLIANCE WITH LAWS AND REGULATIONS

**The Parties shall comply with all applicable laws a nd regulations including, but not limited to, safet**  **y, security, export control, and environmental laws and regulations. Ac**  **cess by Partner to a NASA facilities or property, o r to a NASA**  **Information Technology (IT) system or application, is contingent upon compliance with NASA security an**  **d safety policies and guidelines including, but not limited to, stand**  **ards on badging, credentials, and facility and IT s ystem/application**  **access. With respect to any export control requirem ents: (a) The Parties will comply with all U.S. exp**  **ort control laws and regulations, including the International Traffic in**  **Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export**  **Administration Regulations (EAR), 15 CFR Parts 730 through 799, in performing work under this Agreemen**  **t. In the absence of available license exemptions/exceptions,**  **the Partner shall be responsible for obtaining the appropriate**  **licenses or other approvals, if required, for expor ts of hardware, technical data and software, or for**  **the provision of technical assistance. (b) The Partner shall be resp**  **onsible for obtaining export licenses, if required, before utilizing foreign**  **persons in the performance of work under this Agree ment, including instances where the work is to be p**  **erformed on-site at NASA and where the foreign person will have acce**  **ss to export-controlled technical data or software. (c) The Partner**  **will be responsible for all regulatory record keepi ng requirements associated with the use of licenses**  **and license exemptions or exceptions. (d) The Partner will be r**  **esponsible for ensuring that the provisions of this Article apply to its** 

**Related Entities.**

ARTICLE 14 - TERM OF AGREEMENT

**This Agreement becomes effective upon the date of t he last signature below and shall remain in effect**  **for 2 years from the date of the last signature, unless earlier term**  **inated in accordance with Article 15. If Partner de sires, and so advises**  **NASA in writing prior to the expiration of the term , to extend the term for an additional 2 years, NAS**  **A may in its sole discretion agree in writing to such an extension of**  **this Agreement, in which event the Agreement shall remain in effect**  **until 4 years from the date of the last signature, unless earlier terminated in accordance with Articl**  **e 15.**

ARTICLE 15 - RIGHT TO TERMINATE

**1. NASA's commitment under this Agreement to make a vailable government property and services required**  **by Partner may be terminated by NASA, in whole or in part, (a)**  **upon a declaration of war by the Congress of the U nited States, or (b)**  **upon a declaration of a national emergency by the P resident of the United States, or (c) upon Partner'**  **s failure to make payments as set forth in the "Financial Obligations**  **" clause, or (d) upon Partner's failure to meet its obligations under the**  **Agreement, or (e) upon a NASA determination that St arfighters has failed to sustain a minimum average**  **flight rate of two flights per week over any six month period after th**  **e initial startup period of six months from the dat e of Agreement**  **execution (f) upon a NASA determination, in writing , that NASA is required to terminate such services**  **for reasons beyond its control. For purposes of this article, reasons**  **beyond NASA's control are reasons which make imprac tical or impossible**  **NASA's or its contractors' or subcontractors' perfo rmance of this Agreement. Such reasons include, but**  **are not limited to, acts of God or of the public enemy, acts of the U.S**  **. Government other than NASA, in either its soverei gn or contractual**  **capacity (to include failure of Congress to appropr iate sufficient funding), fires, floods, epidemics,**  **quarantine restrictions, strikes, freight embargoes, or unusually severe wea**  **ther.**

**2. In addition to the foregoing, if NASA-KSC determ ines that it must discontinue the operation of the**  **SLF Control Tower and/or other critical airfield support capabilities**  **, then this Agreement shall terminate. 3. In the event of termination for reasons given ab**  **ove, except for the conditions described in 1(c), 1 (d), and 1(e), NASA**  **will seek to provide reasonable advance notice and will seek to mitigate the effect of such terminatio**  **n, if possible, and will enter into discussions with Partner for that purpos**  **e.**

**4. NASA shall not be liable for any costs, loss of profits, revenue, or other direct, indirect, or con**  **sequential damages incurred by Partner, its contractors, subcontractor**  **s, or customers as a result of the termination by N ASA pursuant to**  **paragraphs 1 and 2 of this section.**

**5. Partner shall have the right to terminate, in w hole or in part, this Agreement at any time. In the**  **event of such termination, Partner will be obligated to reimburse**  **NASA for all Government costs which have been incu rred up to the** 

**effective date of Partner's notice of termination a nd are incurred as a result of such termination.** 

**6. This article is not intended to limit or govern the right of NASA or Partner in accordance with law**  **, to terminate its performance under this Agreement, in whole or in pa**  **rt, for Partner's or NASA's breach of a provision i n this Agreement.** 

ARTICLE 16 - CONTINUING OBLIGATIONS

**The rights and obligations of the Parties that, by their nature, would continue beyond the expiration**  **or termination of this Agreement, e.g., “Liability and Risk of Loss” and "**  **Financial Obligations" shall survive such expiratio n or termination of this**  **Agreement.**

ARTICLE 17 - MANAGEMENT POINTS OF CONTACTS

**The following personnel are designated as the princ ipal points of contact between the Parties in the p**  **erformance of this Agreement.** 

**Management Points of Contact**

**NASA John F. Kennedy Space Center**

**James E. Ball Center Development Manager**  **Kennedy Space Center, FL 32899 Phone: (321) 867 2998** 

**Email: James.E.Ball@NASA.gov**  **Starfighters, Inc.**

**Rick Svetkoff**

**1608 N. Jasmine Avenue Tarpon Springs, FL 32899**  **Phone: (727) 452 8817**

**Email: Rick.Svetkoff@Starfighters.net** 

ARTICLE 18 - DISPUTE RESOLUTION

**Except as otherwise provided in the article entitle d “Priority of Use,” and those situations where a p**  **re-existing statutory or regulatory system exists (e.g. under the Freedom of**  **Information Act, 5 U.S.C. § 552), all disputes con cerning questions of**  **fact or law arising under this Agreement shall be r eferred by the claimant in writing to the appropria**  **te person identified in this Agreement as the “Management Points of Contact**  **.” The persons identified as the “Management Points of Contact” for**  **NASA and the Partner will consult and attempt to re solve all issues arising from the implementation of**  **this Agreement. If they are unable to come to agreement on any issue,**  **the dispute will be referred to the signatories to this Agreement, or**  **their designees, for joint resolution. If the Parti es remain unable to resolve the dispute, then the N**  **ASA signatory or that person’s designee, as applicable will issue a writt**  **en decision that will be the final agency decision for the purpose of**  **judicial review. Nothing in this section limits or prevents either Party from pursuing any other right**  **or remedy available by law upon the issuance of the final agency decision.** ARTICLE 19 - MISHAP INVESTIGATION

**In the case of a mishap or mission failure, the Par ties agree to provide assistance to each other in t**  **he conduct of any investigation. For all NASA mishaps, Partner agrees**  **to comply with NPR 8621.1, "NASA Procedural Requir ements for**  **Mishap Reporting, Investigating, and Recordkeeping" and KNPR 8715.3.** 

ARTICLE 20 - MODIFICATIONS

**Any modification to this Agreement shall be execute d, in writing, and signed by an authorized represen**  **tative of NASA and the Partner. Any modification that creates an addit**  **ional commitment of NASA resources must be signed b y the original**  **NASA signatory authority, or successor, or a higher level NASA official possessing original or delegat**  **ed authority to make**

**such a commitment.**

ARTICLE 21 - ASSIGNMENT

**Neither this Agreement nor any interest arising und er it will be assigned by the Partner or NASA witho**  **ut the express written consent of the officials executing this Agr**  **eement.**

ARTICLE 22 - APPLICABLE LAW

**U.S. Federal law governs this Agreement for all pur poses, including, but not limited to, determining t**  **he validity of the Agreement, the meaning of its provisions, and the r**  **ights, obligations and remedies of the Parties.**

ARTICLE 23 - INDEPENDENT RELATIONSHIP

**This Agreement is not intended to constitute, creat e, give effect or otherwise recognize a joint ventu**  **re, partnership, or formal business organization, or agency agreement o**  **f any kind, and the rights and obligations of the P arties shall be only**  **those expressly set forth herein.**

ARTICLE 24 - LOAN OF GOVERNMENT PROPERTY

**1. In order to further activities set forth in this Agreement, the Parties acknowledge that NASA shall**  **lend the following Government property to Partner: Starfighters may, w**  **ith NASA-KSC Flight Operations permission, use SLF ground support**  **equipment on a non-interference basis with governme nt need. Such equipment may include, but not be lim**  **ited to, forklifts and other ground support equipment.** 

**2. The property listed above (hereinafter referred to as the “Property”) is not being provided to Part**  **ner as a substitute for the purchasing of the same type of property by Part**  **ner under any contract or grant that Partner has, o r may have, with a**  **third party. Furthermore, such Property is not exce ss to NASA’s requirements and its use is anticipate**  **d upon its return to**

**NASA. 3. In support of this loan the Partner shall: (a) I**  **nstall, operate, and maintain the Property at Partn er’s expense; (b) Furnish**  **all utilities (e.g., water, electricity) and operat ing materials required for the operation of the Pro**  **perty; (c) Bear all costs associated with the use and enjoyment of the Proper**  **ty under the terms of this Agreement, including but not limited to such**  **costs as packing, crating, shipping, installing, ma intaining, licensing, and operating the Property; (**  **d) Transport the Property in accordance with good commercial practic**  **e; (e) Acknowledge that the privilege of using and enjoying the said**  **Property exists solely by virtue of this Agreement with NASA, the owner of said Property, and not as o**  **f right; (f) Identify, mark, and record all of the Property promptly upon**  **receipt, and maintain such identity so long as it r emains in the custody,**  **possession, or control of Partner. (g) Maintain sui table records for each item of Property. As a minim**  **um, such records shall show description, identification number, unit**  **cost, quantity, dates of receipt, condition upon r eceipt, and location.**  **Partner shall perform an inventory of the Property one (1) year from the effective date of this Agreem**  **ent, and every year thereafter, if the Agreement is still in effect, an**  **d send such inventory report to NASA. The report sh all include a statement**  **validating any requirement to continue the loan. Fu rther, Partner shall provide to NASA upon reasonabl**  **e 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 subm itted to the following NASA point of contact (POC):**  **Acting Supply and Equipment Manager Officer TA-E1/David Banks John F.**  **Kennedy Space Center National Aeronautics and Spac e**  **Administration Kennedy Space Center, FL 32899 (h) A ssume responsibility for loss or damage to the PROP**  **ERTY, reasonable wear and tear excepted and, with the sam**  **e limitation for wear and tear, agrees to return th e PROPERTY to**  **NASA in as good condition as when received. It is u nderstood that Partner is financially responsible f**  **or any damage to the PROPERTY while it is in the care, custody, and cont**  **rol of Partner, its employees, contractors, subcont ractors, agents, or**  **principal investigators. (i) Report any loss, damag e, or destruction of PROPERTY to the NASA POC ident**  **ified above within ten (10) working days from the date of the d**  **iscovery thereof.**

ARTICLE 25 - SIGNATORY AUTHORITY

**The signatories to this Agreement covenant and warr ant that they have authority to execute this Agreem**  **ent. By signing below, the undersigned agrees to the above terms an**  **d conditions.**

BY: BY:

Robert D. Cabana Rick Svetkoff

Director President / Chief Pilot John F. Kennedy Space Center 1608 N. Jasmine Av enue Kennedy Space Center, FL 32899 Tarpon Springs, FL 32899

DATE: 10/20/2009 DATE: 10/20/2009