COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS A. INTRODUCTION: This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, in conjunction with procedures at FAR Subpart 13.302, and as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The solicitation number is W911QY-19-R-0020 and this solicitation is hereby issued as a Request for Proposal (RFP). This solicitation including any attachments may be downloaded from FedBizOpps (FBO) at website https://www.fbo.gov. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-101. The solicitation is a Total Small Business Set-aside procurement. The North American Industry Classification System (NAICS) Codes for this set-aside procurement are contained within Sector 31-33 Manufacturing, Subsector 333 Machinery Manufacturing. The most applicable NAICS codes associated with this project, all of which have a corresponding small business size standards of 500 employees, are as follows: 333249 Other Industrial Machinery Manufacturing 333999 All Other Miscellaneous General Purpose Machinery Manufacturing To be eligible for contract award, offerors must be registered in the System for Award Management (SAM) as a Small Business with a NAICS code that is under 500 employees. This written solicitation is issued in accordance with the FAR Subpart 12.603(b) - Streamlined Solicitation for Commercial Items. A Standard Form 1449 (Solicitation/Contract/Order for Commercial Items) will not be used for issuing this solicitation, however the Government anticipates awarding one Firm Fixed Price (FFP) Contract from this solicitation using the SF1449. The Government anticipates award will be made to the "responsible" Offeror whose proposal represents the best overall value to the Government, based on the results of a complete and thorough Government evaluation of proposals in accordance with (IAW) the evaluation criteria set forth herein. (See FAR Subpart 9.104 for a description of the standards prospective contractors must meet to be determined "responsible".) The Government intends to evaluate offers and award a contract without discussions, therefore the initial offer should contain the best offer, however the Government reserves the right to conduct discussions if necessary. The Government also reserves the right to not award any contract in the event that no proposals are considered to be in the best interest of the Government. The Delivery Date is estimated to be within six (6) months of contract award. Place of delivery, Acceptance and free on board (FOB) points are the NSRDEC, General Greene Avenue, Natick, Massachusetts. The duration of the contract period will extend through the warranty period. Proposals in response to this solicitation are due on 12 April 2019 by 1 PM Eastern Time, and shall be submitted electronically to Alexander Ponusky at
[email protected] and Shawn Haubner at
[email protected]. FAILURE TO SUBMIT A TIMELY PROPOSAL EXACTLY IN ACCORDANCE WITH THE SUBMISSION INSTRUCTIONS MAY RESULT IN THE OFFEROR'S PROPOSAL BEING REJECTED AS UNACCEPTABLE OR NONCOMPLIANT, AND THEREFORE INELIGIBLE FOR AWARD CONSIDERATION. Attachments to this Combined Synopsis/Solicitation include: 1. High Vacuum Chamber Requirements; 2. Pricing Schedule for Proposal Submission; 3. Additional Offeror Representations and Certifications. B. ADDENDI / PROPOSAL SUBMISSION INSTRUCTIONS 1. The following ADDENDUM TO 52.212-1 is hereby included: The Army Contracting Command - Aberdeen Proving Ground (ACC-APG), Natick Contracting Division, General Greene Avenue, Natick, MA 01760, on behalf of the U.S. Army Natick Soldier Research, Development & Engineering Center (NSRDEC), has a requirement for a high vacuum chamber to investigate personal thermal management by passive radiative heating and/or cooling through novel arrays of polymeric films and fibers. To assess the thermal properties of these advanced polymeric films and fibers developed at NSRDEC, a vacuum chamber will be procured which will allow for the isolation and study of the radiative component of heat flow through these materials. The high vacuum chamber will bring new in-house capabilities by allowing for the interrogation of thermal radiative performance of materials by minimizing the effects of other heat transfer modalities such as through thermal convection. This acquisition is a Total Small Business Set-aside procurement. The most applicable NAICS codes associated with this project are listed below. The small business size standard is 500 employees. 333249 Other Industrial Machinery Manufacturing 333999 All Other Miscellaneous General Purpose Machinery Manufacturing Questions, if any, are due by 8 April 2019 by 1PM EST and must be submitted electronically via email to Alexander Ponusky at
[email protected] or Shawn Haubner at
[email protected]. The Government will provide answers to a consolidated listed of unattributed questions within two business days or as soon as possible via amendment through the Government-wide Point of Entry (GPE) at www.fedbizopps.gov. Proposals in response to this solicitation shall be valid for 60 calendar days. Please annotate the last day the proposal will be valid. Firms will not be reimbursed for proposal preparation costs. Any Offeror that submits a proposal in response to this solicitation must be registered in SAM IAW FAR Clauses 52.204-7, 52.232-33 and Defense FAR Supplement (DFARS) Clause 252.204-7004 Alt A prior to contract award. Registration information can be found at www.sam.gov or https://www.acquisition.gov. The Offeror shall submit a proposal consisting of three (3) sections. These three sections shall be labeled, Section I - Technical Proposal (Evaluation Factor 1); Section II - Pricing Proposal (Evaluation Factor 2); and Section III - Administrative Proposal. No Pricing Information shall be submitted in Section I. Section I - Technical Proposal (Evaluation Factor 1) - The Offeror shall provide a technical description of the item being offered in sufficient detail to evaluate compliance with the requirements of the RFP. The Offeror's proposal shall address each of the below areas: Technical Capability - The Offeror shall describe the technical specifications and capabilities of the item offered in relation to the requirements set forth in the requirements document. Warranty - The Offeror shall provide warranty information on each warranted item/part with its offer as required in the DFARS provision 252.246-7005 and DFARS clause 252.246-7006. The Government shall be offered the same warranty terms, including offers of extended warranties, offered to the general public in customary commercial practice. The Contractor shall provide detailed warranty information, including warranty repair procedures and procedures for obtaining repair and replacement of failed items that are within and those that are outside the scope of the warranty, as an addendum to their warranty manual. Section II - Pricing Proposal (Evaluation Factor 2) - As part of this section, the Offeror shall include a completed Schedule for CLINs 0001-0003 (fill in the dollar amounts on the attached pricing schedule) and an offer signed by an official having the authority to bind the firm contractually. If this person is not an officer of the company, the offer shall be accompanied by written evidence of the individual's authority to bind the company. Section III - Administrative Proposal - As part of this section, the Offeror shall: - Include the offeror's name and address on the cover page of its offer, - Ensure the offer is signed by an official having the authority to bind the firm contractually, - List the offeror representatives authorized to discuss matters regarding this proposal, - List assumptions, if any (if none state none), - List exceptions to terms or conditions, if any (if none state none), - Annotate compliance with the stated inspection and acceptance terms, - Identify the proposal validity period of at least 60 days from the date specified for receipt of offers, - Annotate compliance with the delivery date and duration of the contract, - Provide all administrative information as required throughout this RFP, - Complete all required provisions and clauses, including representations and certifications, - Identify the predominant place where manufacturing will occur or where procured finished products will be taken out of inventory, - Acknowledge any amendments to this RFP, - Include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Proposals in response to this solicitation are due on 12 April 2019 by 1 PM Eastern Time, and shall be submitted electronically via email to Alexander Ponusky at
[email protected] and Shawn Haubner at
[email protected]. INCORPORATION OF PROPOSAL: Portions of the Offeror's Section I Technical Proposal, as negotiated and accepted by the Government, may be incorporated by reference into the resultant contract. Some or all of the information furnished by the Contractor may be subject to disclosure under the Freedom of Information Act (FOIA). For this reason the Contractor shall identify information contained in the proposal which the Contractor believes is proprietary. Notwithstanding any rights the Government will receive under the contract to the data being protected under the solicitation, any request for information received under the FOIA (5 U.S.C 552) for the resulting contract, including any portion of the proposal that was incorporated into the contract, will be reviewed in accordance with the FOIA statute. The Government will contact the Contractor to identify what information, if any, contained in the contract they believe should be withheld from release to the public. The Contractor will then have to demonstrate that the information is a (1) a trade secret or (2) confidential, commercial information. In case of the latter, the Contractor would have to demonstrate, in detail, that disclosure would (1) impair the Government's ability to obtain necessary information in the future or (2) cause substantial harm to the Contractor. Any changes in these arrangements are to be submitted to the Contracting Officer in advance for approval. In the event of any conflict or ambiguity between the Contractor's Technical Proposal and the Government's Requirements Document, the requirements document takes precedence. 2. The provision at 52.212-2, EVALUATION - COMMERCIAL ITEMS (OCT 2014), applies to this acquisition. The specific evaluation criteria ADDENDUM TO 52.212-2 paragraph (a) is hereby included: The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following Section/Evaluation Factors shall be used to evaluate offers: Section I - Technical Proposal (Evaluation Factor 1) - Technical capability and quality of the item offered to meet the Government requirement and an updated manual reflecting the hardware configuration and O&M requirements; proof of comprehensive/liability insurance; warranty information; Section II - Pricing Proposal (Evaluation Factor 2); and Section III - Administrative Proposal. EVALUATION PROCESS: The technical panel will provide an evaluation and assign a combined technical/risk rating for the Technical Section. The Price Proposal Section will be evaluated by the Contracting Officer in accordance with the evaluation criteria established in Section II. The Government technical evaluation panel will evaluate proposals in accordance with the process and evaluation criteria stated herein, and will document the evaluation by providing a narrative discussion of the evaluation of each proposal in terms of the evaluation criteria and proposed strong points (strengths), weak points (weaknesses), and deficiencies. This narrative discussion shall be incorporated into a report, which will be presented to the Contracting Officer. Clarifications or communications may be conducted IAW FAR Subpart 15.306 (a) and (b). If discussions are necessary, a competitive range will be established IAW FAR Subpart 15.306(c) and to the extent deemed necessary at the sole discretion of the Contracting Officer, written discussion items (DI) will be issued to Offerors in the competitive range, using control numbers, to further investigate any weaknesses, deficiencies, or other areas identified by the technical panel as germane to the evaluation process. These DIs are considered exchanges/discussions in accordance with FAR Subpart 15.306(d). The Contracting Officer may also issue DIs relating to any matter that requires written revisions to a proposal for which a binding agreement is required/desired. The technical panel will be responsible for keeping the Contracting Officer informed at all steps of the evaluation process. Technical ability of the proposal to meet the requirements of this solicitation is significantly more important than cost or price. RATING METHODS/DEFINITIONS: TECHNICAL FACTOR: One of the following combined technical/risk ratings will be assigned: TECHNICAL RATINGS Rating Definition Outstanding Proposal indicates an exceptional approach and understanding of the requirements and contains multiple strengths, and risk of unsuccessful performance is low. Good Proposal indicates a thorough approach and understanding of the requirements and contains at least one strength, and risk or unsuccessful performance is low to moderate. Acceptable Proposal meets requirements and indicates an adequate approach and understanding of the requirements, and risk of unsuccessful performance is no worse than moderate. Marginal Proposal has not demonstrated an adequate approach and understanding of the requirements, and/or risk of unsuccessful performance is high. Unacceptable Proposal does not meet requirements of the solicitation, and thus, contains one or more deficiencies, and/or risk of unsuccessful performance is unacceptable. Proposal is unawardable. Definitions: Strength - an aspect of an Offeror's proposal that has merit or exceeds specified performance or capability requirements in a way that will be advantageous to the Government during contract performance. Weakness - a flaw in the proposal that increases the risk of unsuccessful contract performance. Deficiency - a material failure of a proposal to meet a Government requirement or a combination of significant weaknesses in a proposal that increases the risk of unsuccessful contract performance to an unacceptable level. PRICE FACTOR: Price proposals will not be given an adjectival rating, but will be evaluated to determine fair and reasonableness, and to determine that the price offered is consistent with the effort proposed. 3. Additional Representations and Certifications: The following provisions and clauses must be filled out by the Contractor, and included with their proposal submission (see attachment 3): - FAR 52.204-17 - FAR 52.204-20 - FAR 52.209-2 - FAR 52.209-11 - FAR 52.212-3 Alt I - FAR 52.219-1 Alt I ***Note: If you have an active SAM registration, these additional representations and certifications should have already been completed out as part of the registration process. Please indicate on your proposal whether the documentation has already been filled out, and the Government will waive this requirement. C. CLAUSES/PROVISIONS INCORPORATED BY REFERENCE 52.204-7 System for Award Management OCT 2018 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards OCT 2018 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting JUL 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and Certifications. DEC 2014 52.204-22 Alternative Line Item Proposal JAN 2017 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. JUL 2018 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations NOV 2015 52.212-1 (Dev) Instructions to Offerors - Commercial Items. (DEVIATION 2018-O0018) OCT 2018 52.212-4 Contract Terms and Conditions--Commercial Items OCT 2018 52.212-5 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Deviation 2018-O0021) JAN 2019 52.215-20 Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data OCT 2010 52.219-6 (Dev) Notice of Total Small Business Set-Aside (DEVIATION 2019-O0003). DEC 2018 52.222-19 Child Labor -- Cooperation with Authorities and Remedies JAN 2018 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-50 Combating Trafficking in Persons JAN 2019 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving AUG 2011 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award Management OCT 2018 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.243-1 Changes--Fixed Price AUG 1987 52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984 52.247-45 F.O.B. Origin And/Or Destination Evaluation APR 1984 52.249-1 Termination For Convenience Of The Government (Fixed Price) (Short Form) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.203-7000 Requirements Relating to Compensation of Former DoD Officials SEP 2011 252.203-7005 Representation Relating to Compensation of Former DoD Officials NOV 2011 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support MAY 2016 252.215-7008 Only One Offer OCT 2013 252.225-7001 Buy American And Balance Of Payments Program-- Basic DEC 2017 252.225-7036 Buy American--Free Trade Agreements--Balance of Payments Program--Basic DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.232-7010 Levies on Contract Payments DEC 2006 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7023 Transportation of Supplies by Sea APR 2014 D. CLAUSES INCORPORATED BY FULL TEXT 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2019) (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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (5) 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 (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note). X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note). X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644). X(26) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126). X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). X (28)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246). X (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793). X (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627). X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513). X (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) (31 U.S.C. 3332). (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.) N/A (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)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 (Oct 2015) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (v) 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. (vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (vii) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246). (viii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). (ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). (x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212). (xi) 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. (xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67). (xv) 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) (xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989). (xvii)52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658). (xviii) (A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a). (B) Alternate I (JAN 2017) of 52.224-3. (xix) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). (xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (xxi) 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. (xxii) 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. (End of clause) 52.227-11 PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (MAY 2014) (a) As used in this clause-- Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.) Made means-- (1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or (2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics. Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute. Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. Subject invention means any invention of the Contractor made in the performance of work under this contract. (b) Contractor's rights. (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause. (2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f). (c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made. It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use. (2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period. (3) The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application. The Contractor shall file patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date permission is granted by the Commissioner of Patents to file foreign patent applications where such filing has been prohibited by a Secrecy Order. (4) The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (c)(2), and (c)(3) of this clause. (d) Government's rights--(1) Ownership. The Contractor shall assign to the agency, on written request, title to any subject invention-- (i) If the Contractor fails to disclose or elect ownership to the subject invention within the times specified in paragraph (c) of this clause, or elects not to retain ownership; provided, that the agency may request title only within 60 days after learning of the Contractor's failure to disclose or elect within the specified times. (ii) In those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) of this clause; provided, however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country. (iii) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention. (2) License. If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world. (e) Contractor action to protect the Government's interest. (1) The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to-- (i) Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain ownership; and (ii) Assign title to the agency when requested under paragraph (d) of this clause and to enable the Government to obtain patent protection and plant variety protection for that subject invention in any country. (2) The Contractor shall require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format, each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format should require, as a minimum, the information required by paragraph (c)(1) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars. (3) The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office. (4) The Contractor shall include, within the specification of any United States nonprovisional patent or plant variety protection application and any patent or plant variety protection certificate issuing thereon covering a subject invention, the following statement, "This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in the invention." (f) Reporting on utilization of subject inventions. The Contractor shall submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (h) of this clause. The Contractor also shall mark any utilization report as confidential/proprietary to help prevent inadvertent release outside the Government. As required by 35 U.S.C. 202(c)(5), the agency will not disclose that information to persons outside the Government without the Contractor's permission. (g) Preference for United States industry. Notwithstanding any other provision of this clause, neither the Contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for an agreement may be waived by the agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States, or that under the circumstances domestic manufacture is not commercially feasible. (h) March-in rights. The Contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c), and in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the agency in effect on the date of contract award. (i) Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization, it shall-- (1) Not assign rights to a subject invention in the United States without the written approval of the agency, except where an assignment is made to an organization that has as one of its primary functions the management of inventions, provided, that the assignee shall be subject to the same provisions as the Contractor; (2) Share royalties collected on a subject invention with the inventor, including Federal employee co-inventors (but through their agency if the agency deems it appropriate) when the subject invention is assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10; (3) Use the balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of expenses (including payments to inventors) incidental to the administration of subject inventions for the support of scientific research or education; and (4) Make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are small business concerns, and give a preference to a small business concern when licensing a subject invention if the Contractor determines that the small business concern has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention to practical application as any plans or proposals from applicants that are not small business concerns; provided, that the Contractor is also satisfied that the small business concern has the capability and resources to carry out its plan or proposal. The decision whether to give a preference in any specific case will be at the discretion of the Contractor. (5) Allow the Secretary of Commerce to review the Contractor's licensing program and decisions regarding small business applicants, and negotiate changes to its licensing policies, procedures, or practices with the Secretary of Commerce when the Secretary's review discloses that the Contractor could take reasonable steps to more effectively implement the requirements of paragraph (i)(4) of this clause. (j) Communications. US Army Contracting Command Aberdeen Proving Ground Natick Contracting Division Attn: Shawn Haubner General Greene Avenue Natick, MA 01760 (k) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (k), in all subcontracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization. (2) The Contractor shall include in all other subcontracts for experimental, developmental, or research work the substance of the patent rights clause required by FAR Subpart 27.3. (3) At all tiers, the patent rights clause must be modified to identify the parties as follows: references to the Government are not changed, and the subcontractor has all rights and obligations of the Contractor in the clause. The Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions. (4) In subcontracts, at any tier, the agency, the subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the agency with respect to the matters covered by the clause; provided, however, that nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes statute in connection with proceedings under paragraph (h) of this clause. (End of clause) 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984) (a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of"(DEVIATION)" after the date of the provision. (b) The use in this solicitation of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 2) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation. (End of provision) 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause. (b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation. (End of clause) 252.211-7003 ITEM UNIQUE IDENTIFICATION AND VALUATION (MAR 2016) (a) Definitions. As used in this clause- Automatic identification device means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media. Concatenated unique item identifier means-- (1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or (2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number. Data Matrix means a two-dimensional matrix symbology, which is made up of square or, in some cases, round modules arranged within a perimeter finder pattern and uses the Error Checking and Correction 200 (ECC200) specification found within International Standards Organization (ISO)/International Electrotechnical Commission (IEC) 16022. Data qualifier means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows. DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html. DoD item unique identification means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number. Enterprise means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items. Enterprise identifier means a code that is uniquely assigned to an enterprise by an issuing agency. Government's unit acquisition cost means-- (1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery; (2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor's estimated fully burdened unit cost to the Government at the time of delivery; and (3) For items produced under a time-and-materials contract, the Contractor's estimated fully burdened unit cost to the Government at the time of delivery. Issuing agency means an organization responsible for assigning a globally unique identifier to an enterprise, as indicated in the Register of Issuing Agency Codes for ISO/IEC 15459, located at http://www.aimglobal.org/?Reg_Authority15459. Issuing agency code means a code that designates the registration (or controlling) authority for the enterprise identifier. Item means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts. Lot or batch number means an identifying number assigned by the enterprise to a designated group of items, usually referred to as either a lot or a batch, all of which were manufactured under identical conditions. Machine-readable means an automatic identification technology media, such as bar codes, contact memory buttons, radio frequency identification, or optical memory cards. Original part number means a combination of numbers or letters assigned by the enterprise at item creation to a class of items with the same form, fit, function, and interface. Parent item means the item assembly, intermediate component, or subassembly that has an embedded item with a unique item identifier or DoD recognized unique identification equivalent. Serial number within the enterprise identifier means a combination of numbers, letters, or symbols assigned by the enterprise to an item that provides for the differentiation of that item from any other like and unlike item and is never used again within the enterprise. Serial number within the part, lot, or batch number means a combination of numbers or letters assigned by the enterprise to an item that provides for the differentiation of that item from any other like item within a part, lot, or batch number assignment. Serialization within the enterprise identifier means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier. Serialization within the part, lot, or batch number means each item of a particular part, lot, or batch number is assigned a unique serial number within that part, lot, or batch number assignment. The enterprise is responsible for ensuring unique serialization within the part, lot, or batch number within the enterprise identifier. Type designation means a combination of letters and numerals assigned by the Government to a major end item, assembly or subassembly, as appropriate, to provide a convenient means of differentiating between items having the same basic name and to indicate modifications and changes thereto. Unique item identifier means a set of data elements marked on items that is globally unique and unambiguous. The term includes a concatenated unique item identifier or a DoD recognized unique identification equivalent. Unique item identifier type means a designator to indicate which method of uniquely identifying a part has been used. The current list of accepted unique item identifier types is maintained at http://www.acq.osd.mil/dpap/pdi/uid/uii_types.html. (b) The Contractor shall deliver all items under a contract line, subline, or exhibit line item. (c) Unique item identifier. (1) The Contractor shall provide a unique item identifier for the following: (i) Delivered items for which the Government's unit acquisition cost is $5,000 or more, except for the following line items: ------------------------------------------------------------------------ Contract line, subline, or exhibit line item No. Item description ------------------------------------------------------------------------ N/A ------------------------------------------------------------------------ (ii) Items for which the Government's unit acquisition cost is less than $5,000 that are identified in the Schedule or the following table: ------------------------------------------------------------------------ Contract line, subline, or exhibit line item No. Item description ------------------------------------------------------------------------ N/A ------------------------------------------------------------------------ (If items are identified in the Schedule, insert ``See Schedule'' in this table.) (iii) Subassemblies, components, and parts embedded within delivered items, items with warranty requirements, DoD serially managed reparables and DoD serially managed nonreparables as specified in Attachment Number ----. (iv) Any item of special tooling or special test equipment as defined in FAR 2.101 that have been designated for preservation and storage for a Major Defense Acquisition Program as specified in Attachment Number ----. (v) Any item not included in paragraphs (c)(1)(i), (ii), (iii), or (iv) of this clause for which the contractor creates and marks a unique item identifier for traceability. (2) The unique item identifier assignment and its component data element combination shall not be duplicated on any other item marked or registered in the DoD Item Unique Identification Registry by the contractor. (3) The unique item identifier component data elements shall be marked on an item using two dimensional data matrix symbology that complies with ISO/IEC International Standard 16022, Information technology--International symbology specification--Data matrix; ECC200 data matrix specification. (4) Data syntax and semantics of unique item identifiers. The Contractor shall ensure that-- (i) The data elements (except issuing agency code) of the unique item identifier are encoded within the data matrix symbol that is marked on the item using one of the following three types of data qualifiers, as determined by the Contractor: (A) Application Identifiers (AIs) (Format Indicator 05 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard. (B) Data Identifiers (DIs) (Format Indicator 06 of ISO/IEC International Standard 15434), in accordance with ISO/IEC International Standard 15418, Information Technology--EAN/UCC Application Identifiers and Fact Data Identifiers and Maintenance and ANSI MH 10.8.2 Data Identifier and Application Identifier Standard. (C) Text Element Identifiers (TEIs) (Format Indicator 12 of ISO/IEC International Standard 15434), in accordance with the Air Transport Association Common Support Data Dictionary; and (ii) The encoded data elements of the unique item identifier conform to the transfer structure, syntax, and coding of messages and data formats specified for Format Indicators 05, 06, and 12 in ISO/IEC International Standard 15434, Information Technology-Transfer Syntax for High Capacity Automatic Data Capture Media. (5) Unique item identifier. (i) The Contractor shall-- (A) Determine whether to-- (1) Serialize within the enterprise identifier; (2) Serialize within the part, lot, or batch number; or (3) Use a DoD recognized unique identification equivalent (e.g. Vehicle Identification Number); and (B) Place the data elements of the unique item identifier (enterprise identifier; serial number; DoD recognized unique identification equivalent; and for serialization within the part, lot, or batch number only: Original part, lot, or batch number) on items requiring marking by paragraph (c)(1) of this clause, based on the criteria provided in MIL-STD-130, Identification Marking of U.S. Military Property, latest version; (C) Label shipments, storage containers and packages that contain uniquely identified items in accordance with the requirements of MIL-STD-129, Military Marking for Shipment and Storage, latest version; and (D) Verify that the marks on items and labels on shipments, storage containers, and packages are machine readable and conform to the applicable standards. The contractor shall use an automatic identification technology device for this verification that has been programmed to the requirements of Appendix A, MIL-STD-130, latest version. (ii) The issuing agency code-- (A) Shall not be placed on the item; and (B) Shall be derived from the data qualifier for the enterprise identifier. (d) For each item that requires item unique identification under paragraph (c)(1)(i), (ii), or (iv) of this clause or when item unique identification is provided under paragraph (c)(1)(v), in addition to the information provided as part of the Material Inspection and Receiving Report specified elsewhere in this contract, the Contractor shall report at the time of delivery, as part of the Material Inspection and Receiving Report, the following information: (1) Unique item identifier. (2) Unique item identifier type. (3) Issuing agency code (if concatenated unique item identifier is used). (4) Enterprise identifier (if concatenated unique item identifier is used). (5) Original part number (if there is serialization within the original part number). (6) Lot or batch number (if there is serialization within the lot or batch number). (7) Current part number (optional and only if not the same as the original part number). (8) Current part number effective date (optional and only if current part number is used). (9) Serial number (if concatenated unique item identifier is used). (10) Government's unit acquisition cost. (11) Unit of measure. (12) Type designation of the item as specified in the contract schedule, if any. (13) Whether the item is an item of Special Tooling or Special Test Equipment. (14) Whether the item is covered by a warranty. (e) For embedded subassemblies, components, and parts that require DoD unique item identification under paragraph (c)(1)(iii) of this clause, the Contractor shall report as part of, or associated with, the Material Inspection and Receiving Report specified elsewhere in this contract, the following information: (1) Unique item identifier of the parent item under paragraph (c)(1) of this clause that contains the embedded subassembly, component, or part. (2) Unique item identifier of the embedded subassembly, component, or part. (3) Unique item identifier type.** (4) Issuing agency code (if concatenated unique item identifier is used).** (5) Enterprise identifier (if concatenated unique item identifier is used).** (6) Original part number (if there is serialization within the original part number).** (7) Lot or batch number (if there is serialization within the lot or batch number).** (8) Current part number (optional and only if not the same as the original part number).** (9) Current part number effective date (optional and only if current part number is used).** (10) Serial number (if concatenated unique item identifier is used).** (11) Description. ** Once per item. (f) The Contractor shall submit the information required by paragraphs (d) and (e) of this clause as follows: (1) End items shall be reported using the receiving report capability in Wide Area WorkFlow (WAWF) in accordance with the clause at 252.232-7003. If WAWF is not required by this contract, and the contractor is not using WAWF, follow the procedures at http://dodprocurementtoolbox.com/site/uidregistry/. (2) Embedded items shall be reported by one of the following methods-- (i) Use of the embedded items capability in WAWF; (ii) Direct data submission to the IUID Registry following the procedures and formats at http://dodprocurementtoolbox.com/site/uidregistry/; or (iii) Via WAWF as a deliverable attachment for exhibit line item number (fill in) ----, Unique Item Identifier Report for Embedded Items, Contract Data Requirements List, DD Form 1423. (g) Subcontracts. If the Contractor acquires by subcontract any items for which item unique identification is required in accordance with paragraph (c)(1) of this clause, the Contractor shall include this clause, including this paragraph (g), in the applicable subcontract(s), including subcontracts for commercial items. (End of clause)