NND16580210R_SF1449_Contin..pdf

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 Services

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 (SOW 4.3.3.3) 8 EA

9 Marketing Material Project - Medium (SOW 4.3.3.4) 8 EA

10 Marketing Material Project - Large (SOW 4.3.3.5) 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 Services

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 Services

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.

(End of Clause)

(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).

NND16580210R Page 8 of 35

[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).

NND16580210R Page 9 of 35

[ ] (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).

NND16580210R Page 10 of 35

[ ] (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).

NND16580210R Page 11 of 35

[ ] (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).

NND16580210R Page 12 of 35

(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, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xi) 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).

(xii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiii) 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).

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

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xv) 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). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

C.4 Period of Performance

The ordering period in which to issue task orders for this requirement contract is TBD.

NND16580210R Page 13 of 35

C.5 Delivery and/or Completion Schedule

The Contractor shall deliver and/or complete performance of the items required under this contract will specified in each task order.

C.6 DELIVERY INSTRUCTIONS

(a) The delivery instruction will be specified in each task order.

(b) Unless otherwise authorized in advance by the Contracting Officer, deliveries under this contract shall be made between the hours of 8:00 a.m. and 4:30 p.m., Monday through Thursday, excluding Federal holidays.

(c) Additional delivery instructions: None.

(d) Additional marking instructions: None.

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR) clauses: http://www.acqnet.gov/far/

NASA FAR Supplement (NFS) clauses: http:www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

SECTION D: - CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1 LIST OF ATTACHMENTS

The following documents are attached hereto and made a part of this contract:

Attachment 1: Statement of Work entitled “Technology Transfer and Partnership Support” dated October 20, 2016.

Item Number

Title Date Number of Pages

1 Statement of Work entitled “Technology Transfer and Partnership Support”

10/20/2016 9

SECTION E – SOLICITATION PROVISIONS

NND16580210R Page 14 of 35

E.1 52.212-1, Instruction to Offerors – Commercial Items (OCT 2015)

E.2

(1) 52.204-7 System for Award Management (JUL 2013), Alternate I (JUL 2013)

(2) 52.204-16 Commercial and Government Entity Code Reporting (JUL 2016)

(3) 52.209-7 Information Regarding Responsibility Matters (JUL 2013)

E.3 Addendum to 52.212-1, Instruction to Offerors – Commercial Items

Proposal Preparation – General Instructions Proposals shall be submitted to the Government in three volumes as set forth below:

Volume Description Number of Copies Page Limit

I Technical 3 50 pages

II Past Performance 3 5 pages

III Price 3 Unlimited

A page is defined as one side of a sheet, 8 1/2" x 11", with at least one inch margins on all sides, using not smaller than 12 point type, Times New Roman font.

Offeror shall include the signed standard form (SF) 1449, which is signed by an official authorized to contractually bind the offeror’s company. The signed SF 1449 shall also include the name and phone numbers of persons to be contacted for clarifications or questions of a business or technical nature, a statement that the quotation shall remain in effect for a minimum of 120 calendar days from the date the proposal was submitted, and a statement regarding acceptance of the anticipated contract terms and conditions, or specific exceptions taken to such.

Volume I, Technical: The offeror shall provide a written technical proposal describing their approach and their existing capability to meet or exceed the various requirements identified within the Statement of Work (SOW) and the solicitation.

Technical Approach: Offeror shall provide a written proposal describing existing capability to meet the various tasks and requirements identified in Attachment 1, the Statement of Work entitled “Technology Transfer and Partnership Support” dated October 20, 2016. The technical approach should be specific, detailed, and complete so as to clearly and fully address the offeror’s ability to meet the requirements as delineated in Attachment 1. The offeror’s technical approach must also present sufficient information to reflect a thorough understanding of the SOW requirements and acceptable methods for ensuring the quality of deliverable with minimal risk to the Government. Lack of specificity or a general offer to perform the SOW will result in an unacceptable proposal.

Additionally, the offeror shall provide an example of a success story written by your company describing a technology that was transferred out of a government entity or university to the private sector, and provide a written example that demonstrates your company’s ability to transfer a complex technical subject to commercial marketing material.

NND16580210R Page 15 of 35

Personnel Qualifications: Personnel proposed must be U.S citizens. The contractor shall provide a resume for each key personnel position identified below. The resume should reflect the ability to perform the complexity of the work required in the SOW. The personnel will be evaluated according to the relevant experience and qualifications to accomplish the SOW.

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.

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

NND16580210R Page 16 of 35

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.

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.

Education: Bachelor's degree

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

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

Offeror shall meet both Technical Approach and Personnel Qualifications of the technical requirement to be technically acceptable. Technically unacceptable offers will not be further evaluated.

Volume II, Past Performance: Past performance refers to the Offeror, Offeror’s major subcontractors and/or team members demonstrated record of quality of work and contract compliance in supplying services relevant quantitative and qualitative aspects of each Offeror's record of performing services or delivering products similar in size, content, and complexity of the Technology Transfer and Partnership Services requirements of the SOW and solicitation.

The Government is seeking to determine whether the Offeror has relevant experience that will ensure its successful performance of the SOW and solicitation requirements. The Offeror’s proposal shall include an itemized listing and summary of five (5) current or past contracts performing similar tasks to the PWS and solicitation requirements within the last three (3) years. The summary should detail how the current or past contract task requirements relate in relevancy and similarity to each task required by the SOW and solicitation. This information should focus on work performed, progress, and projects of a similar size, content, and complexity as this SOW and solicitation requirement. The Offeror should provide information on problems encountered during the performance of previous contracts, identification and explanation of any cost overruns or underruns, completion delays, terminations and the Offeror’s corrective actions. The Offeror should also provide any awards or quality demonstrators of performance achieved during performance of previous contracts.

Current or past contracts from Federal, State, and local governments and private contracts will be considered relevant and or similar to this procurement if they are similar in size, content, and complexity.

NND16580210R Page 17 of 35

Contracts listed do not have to meet all of the criteria; however, contracts listed that meet all of the criteria may be more highly rated. The relevant similar contracts shall contain the following information:

1. Contract Number

2. Start and end dates

3. Contract value

4. Any awards or quality demonstrate of performance achieved

5. Provide information on problems encountered during performance and the offeror’s corrective actions

6. Respective primary Point of Contact for the customer (name, agency or firm affiliation, city and state, phone number and email)

7. Summary of work performed

Subcontractor Consent: Past performance information pertaining to a subcontractor cannot be disclosed to the prime offeror without the subcontractor’s consent. Provide with the proposal a letter from all subcontractors that will perform major or critical aspects of the requirement, consenting to the release of their past performance information to the prime offeror.

NASA has provided a “Past Performance Questionnaire” that the Offerors will submit to the cited Client POC(s) for completion. Offeror shall submit the questionnaire to the POC(s) via email and include the NASA POCs cited in the solicitation.

The completed survey form must be returned directly to Jenny Staggs. Client can email them to jenny.y.staggs@nasa.gov. The completed questionnaire must come from the Client and be submitted no later than 4:00 pm November 28, 2016. The Offeror is responsible for ensuring timely submission.

Volume III, Price: Offeror shall propose a Firmed-Fixed Price (FFP) for each line item. Offerors that do not propose pricing in accordance with the solicitation guidance may be considered unacceptable and thus precluded from receiving an award.

Each volume shall be marked with the Solicitation Number and the offeror’s name and address. Three (3) hard copies shall be submitted via mail to Jenny Staggs, Contract Specialist, P.O. Box 273, M/S 4811/140, Edwards, CA 93523.

E.4 52.212-2 Evaluation - Commercial Items (JAN 1999)

This is a competitive Price Performance Trade-off best value source selection where all evaluation factors other than price, when combined, are significantly more important than price. The evaluation factors are :

1. Technical

2. Past Performance

3. Price

The evaluation process shall proceed as follow

An initial review of proposals will be conducted to determine acceptability of the proposals. All unacceptable proposals will be eliminated from further evaluation. Offerors not rated technically acceptable will not be evaluated further or considered for award.

Technical: the technical capability rating will consist of evaluation of the Technical Approach and Personnel Qualifications. The government technical evaluation team shall evaluate the technical proposals on an acceptable/unacceptable basis, assigning a rating of Acceptable or Unacceptable using the

NND16580210R Page 18 of 35 description in below table “Technical Acceptable/Unacceptable Ratings”. The offeror’s technical proposal shall be evaluated to determine if the proposed approach and existing capability meet or exceed the various requirements identified within the SOW and the solicitation. Stating that you understand and will comply with the specifications, or paraphrasing the specifications is inadequate as are phrases such as: “standard procedures will be employed” and “well-known techniques will be used.” The proposal must be sufficient as to how you propose to comply with the applicable requirements, including a full explanation of the techniques and procedures you propose to follow.

Technical Acceptable/Unacceptable Ratings

Rating Description

Acceptable Proposal meets the minimum requirements of the solicitation.

Unacceptable Proposal does not meet the minimum requirements of the solicitation.

All technically acceptable offers shall be treated equally except for their past performance records and prices. Failure to meet a requirement may result in an offer being determined technically unacceptable.

Offerors must clearly identify any exception to the solicitation terms and conditions and provide complete accompanying rationale.

Past Performance: the past performance evaluation is an assessment of the Government’s confidence in the offeror’s ability to perform the solicitation requirements. This factor indicates the relevant quantitative and qualitative aspects of each offeror's record of performing services or delivering products similar in size, content, and complexity as the requirements of the SOW and solicitation. The past performance evaluation shall be in accordance with this section.

There are two aspects to the past performance evaluation.

(1) The first is to evaluate the relevancy of the offeror’s present/past performance. Relevant performance includes performance of any Technology Transfer and Partnership Support Services contract similar or greater in size, content, and complexity of the effort described in the SOW and solicitation. The evaluation team will review the offeror’s Past Performance and identify the significant strengths, strengths, deficiencies, weaknesses, and/or significant weaknesses of the offeror’s quote in determining the relevancy of the present/ past performance to the task requirements of the SOW and solicitation and assign a Past Performance Relevancy Rating based on the following ratings and definitions.

Past Performance Relevancy Ratings

Rating Definition Very Relevant Present/past performance effort involved essentially the same size, content, and complexities this solicitation requires.

Relevant Present/past performance effort involved similar size, content, and complexities this solicitation requires.

Somewhat Relevant Present/past performance effort involved some of the size, content, and complexities this solicitation requires.

Not Relevant Present/past performance effort involved little or none of the size, content, and complexities this solicitation requires.

(2) The second aspect of the past performance evaluation is to determine how well the contractor performed on previous contracts. Past performance information will be obtained on the relevant, similar current or past contracts listed by the offeror listed in Volume II, Past Performance, to assist in determining the quality level of past performance. The Government’s evaluation is not limited to past performance information on the listed

NND16580210R Page 19 of 35 contracts. Past performance information on work for commercial customers, local, state and federal Government that are relevant and similar to this procurement may also be evaluated.

The Government can use past performance information obtained from the Government-wide Past Performance Information Retrieval System (PPIRS), other agencies, questionnaires or other reasonable basis. The offeror's past performance in Technology Transfer and Partnership Support Services will be evaluated as a part of this aspect of past performance.

Past performance shall be evaluated using the following quality assessment ratings:

Quality Assessment Ratings for Evaluating Past Performance

Rating Definition Exceptional Contractor's performance meets contractual requirements and consistently exceed

(or exceeded) many of them. The contractual performance of requirements being assessed was accomplished with no more than a few minor problems for which corrective actions taken by the contractor were highly effective.

Very Good Contractor's performance meets contractual requirements and consistently exceed (or exceeded) some of them. The contractual performance of requirements being assessed was accomplished with no more than some minor problems for which corrective actions taken by the contractor were effective.

Satisfactory Contractor's performance meets (or met) contractual requirements. The contractual performance of the requirements contains some minor problems for which corrective actions taken by the contractor were satisfactory.

Marginal Contractor's performance is not meeting (or did not meet) some contractual requirements. The contractual performance of the requirements 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. Customer involvement was required.

Unsatisfactory Contractor's performance is failing (or failed) to meet most contractual requirements. The contractual performance of the requirements contains a serious problem(s) for which the contractor’s corrective actions appear or were ineffective.

Extensive customer oversight and involvement was required.

Neutral Contractor performance was not observed or not applicable to the current effort being reported against.

The purpose of the past performance evaluation is to allow the government to assess the offeror’s ability to perform the effort described in this RFP, based on the offeror’s demonstrated present and past performance. The assessment process of the two aspects of past performance will result in an overall performance confidence assessment. The evaluation team shall consider and clearly document each offeror’s relevant quantitative and qualitative aspects of past performance data and assign an overall confidence rating.

Past performance regarding predecessor companies, key personnel who have relevant experience, or sub-contractors that will perform major or critical aspects of the requirement will not be rated as highly as past performance information for the principal offeror. Offerors with no relevant past or present performance history or the offeror’s performance record is so limited that no confidence assessment rating can be reasonably assigned shall receive the rating "Neutral," meaning the rating is treated neither favorably nor unfavorably. Past Performance shall be rated using the following levels of confidence ratings, using Table below:

NND16580210R Page 20 of 35

PERFORMANCE CONFINDENCE ASSESSMENTS

RATING DESCRIPTION

Very High Level of Confidence

The offeror’s relevant past performance is of exceptional merit and is very highly pertinent to this acquisition, indicates exemplary performance in a timely, efficient, and economical manner and very minor (if any) problems with no adverse effect on overall performance. Based on the offeror’s performance record, there is a very high level of confidence that the offeror will successfully perform the required effort. (One or more significant strengths exist.

No significant weaknesses exist.)

High Level of Confidence The offeror’s relevant past performance is highly pertinent to this acquisition; demonstrating very effective performance that would be fully responsive to contract requirements. Offeror’s past performance indicates that contract requirements were accomplished in a timely, efficient, and economical manner for the most part, with only minor problems that had little identifiable effect on overall performance.

Based on the offeror’s performance record, there is a high level of confidence that the offeror will successfully perform the required effort. (One or more significant strengths exist. Strengths outbalance any weakness.)

Moderate Level of Confidence The offeror’s relevant past performance is pertinent to this acquisition, and it demonstrates effective performance. Performance was fully responsive to contract requirements; there may have been reportable problems, but with little identifiable effect on overall performance. Based on the offeror’s performance record, there is a moderate level of confidence that the offeror will successfully perform the required effort. (There may be strengths or weaknesses, or both.)

Low Level of Confidence The offeror’s relevant past performance is at least somewhat pertinent to this acquisition, and it meets or slightly exceeds minimum acceptable standards. Offeror achieved adequate results; there may have been reportable problems with identifiable, but not substantial, effects on overall performance. Based on the offeror’s performance record, there is a low level of confidence that the offeror will successfully perform the required effort. Changes to the offeror’s existing processes may be necessary in order to achieve contract requirements. (One or more weaknesses exist. Weaknesses outbalance strengths.)

Very Low Level of Confidence The offeror’s relevant past performance does not meet minimum acceptable standards in one or more areas; remedial action was required in one or more areas. Performance problems occurred in one or more areas which adversely affected overall performance. Based on the offeror’s performance record, there is a very low level of confidence that the offeror will successfully perform the required

NND16580210R Page 21 of 35 effort. (One or more deficiencies or significant weaknesses exist.)

Neutral In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available, the offeror may not be evaluated favorably or unfavorably on past performance [see FAR 15.305(a) (2) (ii) and (iv)].

Price: The Government will multiply the quantity by unit price. Then each line item will sum up to a total price. The price will be evaluated for reasonableness by comparing the sum of proposed line item prices received in response to the solicitation. The quantities listed in Section B are estimated quantities based on Government’s projected workload. It is for evaluation purpose only.

Offerors that do not propose pricing in accordance with the solicitation guidance may be considered unacceptable and thus precluded from receiving an award.

The Contracting Officer (CO) may send relevant requests for clarification, in writing, to the offeror(s).

The CO may also request clarification of information contained in the pricing quote(s) or any other aspect of the quote(s). All clarification requests will require a written response from the offeror within the time frames established by the CO. Responses to clarification questions will not be considered “discussions”.

Basis of Award: The Government will award a contract resulting from this solicitation to the responsible offorer using best value source selection in which competing offerors’ past performance history will be evaluated on a basis significantly more important than price consideration. By submission of its quote, the offeror accedes to all solicitation requirements, including terms and conditions, representations and certifications, and technical requirements, in addition to those identified as evaluation factors. All such quotes shall be treated equally except for their price and performance records. Failure to meet the minimum requirement may result in an offer being determined technically unacceptable. Offerors must clearly identify any exception to the solicitation terms and conditions and provide complete accompanying rationale.

(End of provision)

E.5 52.212-3 Offeror Representations and Certifications-Commercial Items (MAY 2014) -

ALTERNATE I (MAY 2014)

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically via http://www.acquisition.gov. If an offeror has not completed the annual representations and certifications electronically at the System for Award Management (SAM) website, the offeror shall complete only paragraphs (c) through (o) of this provision.

(a) Definitions. As used in this provision-

Economically disadvantaged women -owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work…