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NND16580210R

STATEMENT OF WORK

Technology Transfer and Partnership Support

Technology Transfer Office

Date: October 20, 2016

National Aeronautics and Space Administration Armstrong Flight Research Center Edwards, California

NND16580210R Technology Transfer and Partnership Support

Table of Contents

1.0 Background

2.0 Objectives

3.0 Scope

4.0 Requirements

5.0 Deliverables

6.0 Government-Furnished Property (GFP)

7.0 Security Considerations

8.0 Travel

9.0 Special Material Requirements

10.0 Other Unique Requirements and Considerations

11.0 Place of performance

12.0 Period of performance

1.0 Background

The purpose of this statement of work (SOW) is to describe the work required in support of the Technology Partnerships Office, the Chief Technologist Office and the Flight Opportunities Office at NASA Armstrong Flight Research Center (AFRC) as each office executes its mission. In this section, a high-level description of each office is described.

1.1 Technology Transfer Office

An important priority for Armstrong’s Technology Transfer Office is to help move technologies originally developed for use within NASA into the commercial sector to benefit the public.

Armstrong’s world-class researchers continually develop innovations to benefit NASA Mission Programs. Armstrong’s Technology Transfer Office is tasked with helping industry benefit from these inventions by widely disseminating the technologies for scientific, academic, industrial, and commercial use. To protect the Government’s interests, many technologies are patented, marketed, and licensed to partners for commercial applications.

1.2 Chief Technologist Office

The Chief Technologist at Armstrong Flight Research Center is the center advisor and advocate on matters concerning center and agency-wide technology policy and programs. The Center Chief Technologist provides the strategy and leadership that guide technology development and open innovation activities. The office performs a center and agency-level technology coordination role, coordinating with the NASA Mission Directorates and other field centers to align the agency’s technology investments to meet mission requirements while filling gaps, anticipating future needs, and minimizing duplication of effort.

1.3 Flight Opportunities Program

The NASA Flight Opportunities (FO) Program was established in 2011 as part of NASA’s newly formed Office of the Chief Technologist. The FO mission is to utilize commercial flight

NND17580210R Technology Transfer and Partnership Support opportunities to facilitate rapid development of space technology in support of the Space Technology Mission Directorate.

During this time, FO has competitively selected over 150 technologies from academia, industry, NASA and other government organizations that are requesting flight opportunities onboard commercially available suborbital reusable vehicles, such as SpaceLoft ™ XL, SpaceShip Two, and Xaero/Xombie. In support of these technologies, FO has sponsored technology demonstrations on a number of suborbital flight platforms that provides technology developers opportunities to test innovative and game-changing technologies in relevant space-like environments. These frequent flight opportunities allow rapid technology maturation for transition into future NASA and U.S. space missions. By being an early adopter of U.S.

commercial suborbital flight opportunities, FO establishes itself as a reliable customer for the emerging U.S. suborbital flight vendors and thereby fosters the growth of the U.S. commercial suborbital market.

2.0 Objectives

The goals and objectives of this contract are to provide a mechanism for the Technology Partnerships Office, the Chief Technologist Office and the Flight Opportunities Office to request specific work as needed through Task Orders (TO) during the duration of the contract. The TO results or end products will be used to support the outreach and marketing efforts of each office.

3.0 Scope

This statement of work covers the contractor effort required to assess, develop, validate, deliver, document, and support AFRC’s Technology Transfer Office, Chief Technologist Office and Flight Opportunities Office. The tasks will focus on the partnership development, marketing, outreach and facilitation of commercialization to support NASA's technology partnership program.

4.0 Requirements

Task Orders will be written for specific work. Task descriptions below will provide general guidance on the types of tasks expected under this contract.

4.1 Report Development

The contractor shall assist AFRC in developing and formatting reports that AFRC may be required to develop.

4.2 Strategy Development

The contractor shall assist AFRC in the development of its short- and long-term commercialization, infusion and other tactical and strategic planning, including technology and market assessment reports, technical input into various communications products, partnership development strategies, and implementation and due diligence on potential partners.

4.3. Intellectual Property Management and Infusion Partnership Development

4.3.1 Technology/Need Screenings

The contractor shall prepare and submit technology/need screenings to rank the potential for success of AFRC intellectual property or infusion projects. The screening will contain an objective recommendation for the next steps toward commercialization of the intellectual property or infusion project.

4.3.2 Technology/Need Assessments

The contractor shall prepare and submit assessments of the commercial potential of assigned technologies or evaluation of potential partnership opportunities to fulfill a need.

The technologies to be assessed shall be provided to the contractor in the form of case numbers of New Technology Reports (NTR) form 1679. The results of these assessments shall be documented electronically and provided to the Contracting Officer's Representative (COR) specified in the Task Orders. This effort shall include a market-based technology/need assessment including but not limited to an executive summary, technology/need description, interview summaries, market research findings, strengths and weaknesses of the technology/potential partnership and target lists. It shall also include recommendations for next steps for technology transfer.

4.3.3 General Marketing Assistance

The contractor shall perform general marketing tasks for assigned technologies/needs.

These tasks shall include: preparing non-disclosing summaries of technical/need information for marketing purposes; initiating contacts with established companies to allow for discussions on AFRC technologies/needs of interest; developing technology roadmaps that leverage industry roadmaps with the goal of creating mutually beneficial partnerships; preparing and distributing marketing materials (i.e., technology opportunity sheets, need opportunity sheets); providing marketing content for AFRC's website and other publications.

4.3.3.1 Low Level

For each technology, five (5) companies shall be identified during the technology assessments to determine licensing interest and identify key decision maker for each of these companies.

4.3.3.2 Medium Level

For each technology, a marketing strategy will be developed. In conducting the marketing strategies, a prioritized list of targeted companies interested in the technologies shall be developed and at least five (5) companies will be contacted to determine licensing interest and identify key decision makers for each of these companies.

4.3.3.3 Material Project - Small

Marketing material content for a web-based listing or articles of less than 500 words.

4.3.3.4 Material Project – Medium

Marketing material content for web-based listings or articles of 500-1,000 words.

4.3.3.5 Material Project – Large

Marketing materials such as presentations, award applications, or articles typically over 1,000 words and including imagery for five (5) projects.

4.3.4 Technology Opportunity Sheets (TOPS)

The contractor shall prepare and submit Technology Opportunity Sheets, upon receipt of an NTR case number or patent number or need description. The contractor shall develop an electronic copy of the technology/need opportunity sheet for review/edit by the COR.

The final version of the technology/need opportunity sheet in an electronic format shall be provided to the COR after his/her edits have been provided within a period specified in the task order.

4.3.5 Tech Briefs

The contractor shall prepare and submit Tech Briefs for the NASA Tech Briefs magazine, upon receipt of an NTR case number or patent number or need description. The contractor shall develop an electronic copy of the Tech Brief for review/edit by the COR.

The final version of the Tech Brief in an electronic format shall be provided to the COR after his/her edits have been provided within a period specified in the task order. The monthly magazine features exclusive reports of innovations developed by NASA and its industry partners/contractors that can be applied to develop new/improved products and solve engineering or manufacturing problems.

4.3.6 Deal Support

The contractor shall secure partnership interests for licensing patented technologies or infusion partnerships for AFRC. The contractor shall coordinate with the potential licensee/partner and AFRC for the patent application package for the patents or Space Act Agreement information as needed. The coordination of the potential partners will result in linking the external interested party with AFRC.

4.4 Outreach Support

4.4.1 Website Support

The contractor shall design and develop website structure and content as needed to maintain a current and active web presence to support the AFRC technology and need partnership activities. Content may include, but is not limited to: blog development; event advertising and registration; posting of all TOPs; other marketing materials; and information on how to do business with AFRC. Website content updates to NASA Technology Transfer web team monthly or as needed to ensure timely updates are effectively communicated to Armstrong stakeholders, both within and outside of Armstrong. Web-ready code shall be submitted electronically to AFRC through the COR or designee.

4.4.2 Success Story Development

The contractor shall research and write technology and partnership success stories and significant event articles suitable for publication in various venues including print, web and video. Each success story shall have minimally 800 words of text describing the technology, the development team, the technology’s space application, impact over the state of the art, and potential space mission application. Photographs, figures and graphics should be included. To the extent practical, success stories will be developed in tandem with other outputs of this SOW such as awards, press releases and articles. The draft and final documents shall be submitted electronically to AFRC through the COR or designee. The success stories shall be developed for public release and shall not contain proprietary or International Traffic in Arms Regulations (ITAR) data.

4.4.3 Publication Development

The contractor shall prepare various publications in support of AFRC. These may include updating existing publications, newsletters/magazines, technology portfolio, technology/industry briefing material development, technology writing and editing support for papers, developing AFRC accomplishments reports, and developing special topic brochures in a final format suitable for publication and printing. The draft and final documents shall be submitted electronically to AFRC through the COR or designee.

4.4.4 Awards Support

The contractor shall prepare awards and other supporting tasks for the preparation of award applications/nominations for Space Act Awards, Research & Development (R&D) 100, Federal Laboratory Consortium (FLC), Space Technology Hall of Fame, and other award applications. The draft and final documents shall be submitted electronically to AFRC through the COR or designee.

4.4.5 Other Outreach Support

The contractor shall design and develop additional outreach materials. These include trade show displays, presentation materials, training materials, and training classes. The draft and final documents shall be submitted electronically to AFRC through the COR or designee.

4.5 Special Projects

Special Projects shall be defined in task orders in areas including the following:

Technology infusion projects, Application-based activities Event planning and coordination Development of professional conference and organization papers Presentations on tech transfer methodologies and case studies, including analysis of technical, commercial viability, or economic data on specific topics Studies to develop strategies to identify alternative funding sources Identification and assessment/qualification/verification of potential partners Management of industry briefings to solicit and secure partnership interests of AFRC.

Any resulting documents shall be submitted in an electronic format to AFRC through the COR or designee.

5.0 Deliverables

For each TO written against this SOW, required delivery dates will be supplied for each deliverable. The contractor will provide a status report at the beginning of each month describing the efforts and deliverables of the previous month.

6.0 Installation-Accountable Government Property (IAGP)

The government will provide a two-factor authentication mechanism for the contractor to access NASA Information Technology resources required to perform the tasks listed in this SOW.

7.0 Security

Not applicable.

8.0 Travel

The contractor shall participate in on-site meetings to assist in strategy development and execution, including technology marketing strategy meetings. These meetings will be scheduled by the COR.

9.0 Special Material Requirements

Not applicable.

10.0 Other Unique Requirements

Technical Education and Experience – Key Personnel Positions

Personnel Qualifications: Personnel proposed must be U.S citizens.

The contractor shall provide a resume for each key position. The resume should reflect the ability to perform the complexity of the work required in the SOW.

10.1 Executive Manager

The Executive Manager provides professional management over a broad range of intellectual property (IP) management and commercialization activities. The manager has strong project management skills, with an acute attention to detail and ability to organize and communicate complex information. The manager is able to establish and manage many projects simultaneously across a broad range of technologies and markets.

Education: Bachelor's degree:

Bachelor's degree in a technical or business field from an accredited college or university.

Experience:

Minimum of 5 years of technology transfer experience including successful drafting and negotiation of license agreements and working with venture capital community and start-up companies. Demonstrated ability to work effectively with researchers, business development leaders, legal staff, and industrial contacts.

Intellectual achievement that demonstrates (1) in-depth knowledge of the marketplace of technology investors and private capital partners; (2) trends and developments intended to move emerging government or university technologies to the private sector; (3) an awareness of technology transfer methods and current practices; and (4) government/university initiatives to develop and expand commercialization of intellectual property and related research.

10.2 Technical Experts

The Technology Transfer Experts perform technical and market-based evaluations of technologies to determine commercial viability and value to the marketplace. The experts also act as liaisons between NASA Armstrong and outside parties who request additional information on collaborative/partnering opportunities.

The contractor shall provide expertise in a minimum of three of the focus groups below. Each expert shall meet the education and experience requirements.

Education: Bachelor's degree

Bachelor's degree in a technical field in at least one of the following technology areas (Group A- D) from an accredited college or university

1. Group A: Aerospace and Mechanical Engineering

a. Aerodynamics and Fluid Mechanics

b. Aeroelasticity and Structural Dynamics

c. Flight Mechanics and Controls

d. Propulsion and Combustion

e. Structural Mechanics and Materials

f. Thermal Dynamics

2. Group B: Optical Science

a. Lasers and Fiber Optics

3. Group C: Information Technology, Communications and Software Engineering

a. Simulations

b. Database Design

c. Real-time Systems

d. Communication Systems

e. Automation and Control Systems

4. Group D: Sensors and Instrumentation

Minimum of 3 years of technology transfer experience evaluating invention disclosures for commercial potential. Ability to interact with engineers, scientists as well as business executives and also demonstrate familiarity with intellectual property licensing and technology commercialization in an industry, government or academic setting.

10.3 Marketing and Outreach Specialist

The Marketing and Outreach Specialist markets early stage NASA Armstrong developed technology and research to industry. The specialist develops marketing strategies and prepares non-disclosing summaries of technical/need information for marketing purposes.

The specialist also creates marketing campaigns and descriptive marketing advertisements to attract research partners and licensees, and monitors responses to marketing campaigns.

Minimum of 3 years of developing marketing material and campaigns to attract research partners and licensees.

11.0 Place of Performance

Support will primarily be provided at the contractor's facilities and AFRC, though the needs of some tasks may require travel to other NASA centers or customer facilities.

12.0 Period of Performance

The period of performance will be 5 years after contract award.

NND16580210R Technology Transfer and Partnership Support Services

Neil A. Armstrong Flight Research Center (AFRC)

Edwards, California 93523

TECHNOLOGY TRANSFER AND PARTNERSHIP SUPPORT

SERVICES

SOLICITATION No. NND16580210R

PAST PERFORMANCE QUESTIONNAIRE

October 20, 2016

Complete one letter and one form for each past performance reference. Additional space or blank sheets may be added to answer any question.

Transmittal Letter to Accompany Present/Past Performance Questionnaire

Date:

Dear Client:

We are currently responding to the NASA Armstrong Flight Research Center’s Request for Proposal (RFP) for the procurement of Technology Transfer and Partnership Support Services.

NASA Armstrong Flight Research Center is placing increased emphasis in its procurements on relevant experience and past performance as a source selection factor. A requirement of this solicitation is that clients of entities responding to this RFQ are identified and their participation in the evaluation process be requested. In the event you are contacted for information on work we have performed, you are hereby authorized to respond to those inquiries.

Please complete the enclosed Past Performance Questionnaire and forward it directly via mail to NASA Armstrong Flight Research Center, Attn: Jenny Staggs, 4811 Lilly Drive, M/S Suite 140, Edwards, CA 93524; or via email to jenny.y.staggs@nasa.gov.

A response to this questionnaire is requested to the above address(es) by November 28, 2016.

We have identified Mr./Mrs. ______________ of your organization as the point of contact based on that person’s knowledge concerning our work. Your cooperation is appreciated. Any questions may be directed to : __________________.

Sincerely, Enclosure

PAST AND PRESENT PERFORMANCE QUESTIONNAIRE FORM

A. CONTRACTOR’S HISTORICAL DATA:

1. Contractor’s Name: ___________________________________________________

2. Telephone Number: ___________________________________________________

3. Contract Type: _______________________________________________________

Competitive Yes ( ) No ( )

Follow-On Yes ( ) No ( )

4. If Award-Fee: (i) Provide overall award fee rating: _________________________

(ii) Provide award fee percentages earned for the last year.

Please provide the rating scale used to determine such percentages

5. Total Period of Performance: ___________________________________________

6. Place of Performance: _________________________________________________

7. Contract Cost at Award: _______________________________________________

8. Current Contract Cost: ________________________________________________

9. Total level-of-effort: __________________________________________________

(work-years)

10. Contract Purpose (e.g., support service, R&D, etc.)? ________________________

11. Contract award date: _________________________________________________

12. Total Contract Value: ________________________________________________

13. Is the contract currently in an overrun situation? Yes ( ) No ( )

14. Is the contract currently in an underrun situation? Yes ( ) No ( )

15. If 13 and 14 is marked yes, please explain (Please address any overruns in direct and indirect overhead rates and their impact on overall cost performance):______________________________________________________ _

16. Identify and explain any serious performance problems, any terminations for default, any environmental violations, and any safety violations cited: ____________________

17. Explain any completion delays: _________________________________________

18. Please provide the program title and the nature of the effort (i.e., describes the scope of the effort, the type of tasks involved, labor skills used, and support delivered):

19. Briefly describe issue(s) and resolution(s) with any labor/management problems:

20. Contractor performed as the Prime Contractor Sub-Contractor Key Personnel.

Value of Contractor’s Share: ___________________________________________

* Note: If offeror holds or has held other contracts with your agency/organization in the last 3 years, please complete separate evaluation forms for those contracts as well.

B. IDENTIFICATION OF EVALUATOR:

1. Contracting Agency/Company Name:_____________________________________

2. Address: ____________________________________________________________

3. Telephone: __________________________________________________________

4. Point of Contact:______________________________________________________

5. Title: _______________________________________________________________

C. RATINGS: Choose the appropriate letter on the scale (E, G, S, M, U, and N) that most accurately describes the contractor’s performance or situation. PLEASE PROVIDE A NARRATIVE EXPLANATION FOR ANY RATINGS OF M or U.

QUALITY ASSESSMENT RATINGS FOR EVALUATING PAST PERFORMANCE

RATING DEFINITION

E Exceptional Performance meets contractual requirements with many exceeding the agency’s benefit.

The contractual performance of the element or sub-element being assessed was accomplished with no more than a few minor problems for which corrective actions taken by the contractor were highly effective.

G Very Good Performance meets contractual requirements with some exceeding the agency’s benefit.

The contractual performance of the element or sub-element being assessed was accomplished with no more than some minor problems for contractor were effective.

S Satisfactory Performance meets contractual requirements.

The contractual performance of the element or sub-element contains some minor problems for contractor were satisfactory.

M Marginal Performance does not meet some contractual requirements. The contractual performance of the element or sub-element being assessed reflects a serious problem for which the contractor has not yet identified corrective actions or the contractor’s proposed actions appear only marginally effective or were not fully implemented.

U Unsatisfactory Performance does not meet most contractual requirements and recovery is not likely in a timely manner. The contractual performance of the element or sub-element contains a serious problem(s) for which the contractor’s corrective actions appear or were ineffective.

N Neutral Performance was not observed or not applicable to the current effort being reported against.

1. Procurement Performance

a. Has this contract or tasks been partially or completely terminated or subject to litigation?

Yes ( ) Default ( ) Convenience ( ) No ( )

If yes, explain: ________________________________________________________

b. Explain and indicate status of any pending terminations: _______________________

c. Changes in contract dollar value throughout the life of the contract are/were attributable to:

___ Government-issued change orders ___ Other Government actions ___ Claims submitted by Contractor ___ Other Contractor actions ___ Not Applicable

d. Approximately how many people are/were employed under this contract? __________

e. What are the strongest qualities or attributes of the company under this contract?

f. What has been the key personnel turnover rate for the contract? If Problematic, High or Medium is checked, please explain under comments.

___ Problematic (specific negative effect in meeting contract requirements) ___ High ___ Medium ___ Low

Comments: ___________________________________________________________

g. Has there been a Contract Purchasing System Review (CPSR) conducted?

If yes, when and what were the findings? ____________________________________

D. QUESTIONS

CONTRACTOR’S NAME: _______________ CONTRACT NUMBER: _______________

h. Rate the Contractor’s record in adhering to or the ability to meet their goals for Small Business, Small Disadvantaged Business, and Women-Owned Small Business subcontracting:

___Exceptional ___Very Good ___Satisfactory ___Marginal ___Unsatisfactory ___Neutral

Note: Include this information on each page of the questionnaire form to ensure clarification among contracts surveyed for respective primes/subs, etc.

Place an “X” in the appropriate column using the definitions matrix above.

Technical Performance E G S M U N

1. Overall skill level and technical competence of Contractor personnel

2. Corrected deficiencies in timely manner and pursuant to their quality control procedures.

3. Delegated authority to project managers and supervisors commensurate with contract requirements.

4. Home office participated in solving significant local problems.

5. Provided timely resolution of contract discrepancies.

6. Identified problems as they occurred.

7. Suggested alternative approaches to problems.

8. Displayed initiative to solve problems.

9. Developed realistic progress schedules.

10. Met established project schedules.

11. Was responsive to contract changes or updates.

12. Paid subcontractors/suppliers in a timely manner.

13. Provided accurate and complete line item cost proposals including all aspects of work required for each task.

14. Cooperated with Government personnel after award.

15. How would you rate the contractor's overall performance?

CONTRACTOR’S NAME: _______________ CONTRACT NUMBER: _______________

Technical Performance

21. Was the contractor ever issued a cure or show cause notice under the referenced contract? If yes, explain outcome in “remarks.”

Yes/No

22. Would you award another contract to this contractor? If not, explain in “remarks.”

Yes/No

23. Is the contractor rated in CPARS? Yes/No

Remarks:______________________________________________________________________

NND16580210R Page 3 of 35

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

Provide all materials and labor to complete all work indicated in the Statement of Work.

Technology Transfer Deliverables

Description Estimated

Quantity

Unit Unit

Price

Amount

1 Technology Transfer Strategy Meeting - Biweekly (SOW 4.2) 24 EA

2 Strategy Development Meeting and Report - Travel to AFRC (SOW

4.2 & 8.0)

2 EA

3 Technology Screenings (SOW 4.3.1) 6 EA

4 Technology Assessments (SOW 4.3.2) 5 EA

5 General Marketing - Low Level - 5 contacts made (SOW 4.3.3) 6 EA

6 General Marketing - Medium Level - 5 contacts made (SOW 4.3.3) 2 EA

7 Web Support (SOW 4.4.1) 12 EA

8 Marketing Material Project - Small (4.4.3) 8 EA

9 Marketing Material Project - Medium (4.4.3) 8 EA

10 Marketing Material Project - Large (4.4.3 & 4.4.4) 8 EA

11 Tech Briefs Webinar Support (SOW 4.5) 1 EA

12 Monthly Reporting and Activity Management (SOW 5.0 12 EA

Center Chief Technologist Deliverables

1 Center Chief Technologist Strategy Meetings - Biweekly (SOW 4.2) 24 EA

2 Technology or Research Project Descriptions (SOW 4.3.3) 50 EA

3 Annual Research, Technology, and Engineering Report (SOW 4.1) 1 EA

4 Annual Center Innovation Fund (CIF) Report (SOW 4.1) 1 EA

5 NASA Annual Technology Report Success and Infusion Stories

(SOW 4.4.2)

10 EA

6 NASA TechPort Website Entry Support (SOW 4.4.1) 12 EA

NND16580210R Page 4 of 35

7 Center Chief Technology Website Support (SOW 4.4.1) 24 EA

8 Monthly Reporting and Activity Management (SOW 5.0) 12 EA

Flight Opportunities Program Deliverables

1 Flight Opportunities Strategy Meetings (SOW 4.2) 50 EA

2 Flight Opportunities Annual Report (SOW 4.1) 1 EA

3 Impact Stories (e.g. technology, success, provider) (SOW 4.4.2) 24 EA

4 Flight Opportunities Conference Support (SOW 4.4.5) 2 EA

5 Monthly Newsletters (SOW 4.4.3) 12 EA

6 Presentation Development (SOW 4.5) 6 EA

7 Monthly Reporting and Activity Management (SOW 5.0) 12 EA

Total (Combination of Technology Transfer, Center Chief Technologist and Flight Opportunities Program deliverables)

The quantity listed in this section are estimated qualities based on Government’s projected workload. It is for evaluation purpose only.

(End OF Clause)

SECTION C: CONTRACT CLAUSES

C.1 52.212-4 Contract Terms and Conditions - Commercial Items. (MAY 2014)

C.2 Addendum to 52.212-4, Contract Terms and Conditions - Commercial Items

(1) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

(2) 52.204-13 System for Award Management Maintenance (JUL 2013)

(3) 52.204-18 Commercial and Government Entity Code Maintenance (JUL 2016)

(4) 52.227-10 Filing of Patent Application – Classified and Certifications (DEC 2007)

(5) 52.227-11 Patent Rights – Ownership by the Contractor (MAY 2014)

(6) 52.227-17 Right in Data – Special Works (DEC 2007)

(7) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

(8) 1852.203-71 Requirement to Inform Employees of Whistleblower Rights (AUG 2014)

NND16580210R Page 5 of 35

(9) 1852.204-76 Security Requirements for Unclassified Information Technology Resources (JAN 2011)

(10) 1852.215-84 Ombudsman (NOV 2011), Alternative I (JUN 2000)

(11) 1852.216-80 Task Ordering Procedure (OCT 1996), Alternate I (OCT 1996)

(12) 1852.223-72 Safety and Health (Short Form) (APR 2002)

(13) 1852.223-75 Major Breach of Safety or Security (FEB 2002), Alternate I (FEB 2006)

(14) 1852.225-70 Export Licenses (FEB 2000)

(15) 1852.237-72 Access to Sensitive Information (JUN 2005)

(16) 1852.237-73 Release of Sensitive Information (JUN 2005)

(17) 1852.246-72 Material Inspection and Receiving Report (APR 2015)

(18) 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from contract award through contract completion.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

(19) 52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $10,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor –

(1) Any order for a single item in excess of $200,000.00;

(2) Any order for a combination of items in excess of $200,000.00; or

(3) A series of orders from the same ordering office within 14 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

NND16580210R Page 6 of 35

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(20) 52.216-21 Requirements (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract TBD.

(21) 1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(b) The Contractor shall make no diversion without the Contracting Officer's written consent; provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.

NND16580210R Page 7 of 35

(c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

Executive Manager Technical Expert Marketing and Outreach Specialist

(End of clause)

(End of Addendum)

C.3 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders - Commercial Items. (MAY 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[ ] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (41 U.S.C. 3509).

[ ] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) (Reserved)

[ ] (6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

[X ] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 of Div. C).

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[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (AUG, 2013) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) (41 U.S.C. 2313).

[X] (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

[ ] (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[ ] (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ] (13) (Reserved)

[X ] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[ ] (ii) Alternate I (NOV 2011).

[ ] (iii) Alternate II (NOV 2011).

[ ] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[ ] (ii) Alternate I (OCT 1995) of 52.219-7.

[ ] (iii) Alternate II (MAR 2004) of 52.219-7.

[X] (16) 52.219-8, Utilization of Small Business Concerns (MAY 2014) (15 U.S.C. 637(d)(2) and (3).

[ ] (17)(i) 52.219-9, Small Business Subcontracting Plan (JUL 2013) (15 U.S.C. 637(d)(4)).

[ ] (ii) Alternate I (OCT 2001) of 52.219-9.

[ ] (iii) Alternate II (OCT 2001) of 52.219-9.

[ ] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[ ] (20) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[ ] (21)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323)(if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

[ ] (ii) Alternate I (JUN 2003) of 52.219-23.

[ ] (22) 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (JUL 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ ] (23) 52.219-26, Small Disadvantaged Business Participation Program-Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

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[ ] (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (25) 52.219-28, Post Award Small Business Program Rerepresentation (JUL 2013) (15 U.S.C.

632(a)(2)).

[ ] (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (JUL 2013) (15 U.S.C. 637(m)).

[X] (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (JUL 2013) (15 U.S.C. 637(m)).

[X] (28) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (JAN 2014) (E.O. 13126).

[X] (30) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

[X] (31) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

[X] (32) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (33) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

[X] (34) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (36) 52.222-54, Employment Eligibility Verification (AUG 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[ ] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

[ ] (39)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

[ ](ii) Alternate I (DEC 2007) of 52.223-16.

[X] (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

[ ] (41) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter 83).

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[ ] (42)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (MAY 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[ ] (ii) Alternate I (MAY 2014) of 52.225-3.

[ ] (iii) Alternate II (MAY 2014) of 52.225-3.

[ ] (iv) Alternate III (MAY 2014) of 52.225-3.

[ ] (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (44) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury.

[ ] (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[ ] (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

[ ] (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

[ ] (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[ ] (49) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

[X] (50) 52.232-33, Payment by Electronic Funds Transfer - System for Award Management (JUL 2013) (31 U.S.C. 3332).

[ ] (51) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management

(JUL 2013) (31 U.S.C. 3332).

[ ] (52) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ ] (53) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[ ] (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

[ ] (ii) Alternate I (APR 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(Contracting Officer check as appropriate.)

[ ] (1) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

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[ ] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[ ] (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (7) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

[ ] (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C.

1792).

[ ] (9) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (41 U.S.C. 3509).

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(ii) 52.219-8, Utilization of Small Business Concerns (MAY 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

___Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance,…