20220831 BAA ITC IPAC Atch 1 Model Contract.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 7900)

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 8. ADDRESS OFFER TO (If other than item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and copies for furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. PAGE(S)DESCRIPTION

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

10 U.S.C. 2304 (c) ( )41 U.S.C. 3304(a)

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

Created On: 04 Apr 2022, 01:14 AM Central Standard Time

1 XX

FA5209

FA5209 374 CONS LGC

APO AP 96328-5228

UNIT 5228

APO, AP 96328-5228

UNITED STATES

X X X X X X X X

X

X

315 225-XXXX

DD MMM YYYYFA520922SXXXX

BAA FA5209-22-S-0001

Attachment 1

Section A - Solicitation/Contract Form

This is a model contract and the terms and conditions are subject to change by the actual acquisition.

FA520922SXXXX

Page X of X

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Qty Unit Unit Price Amount

0001 Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

0002 Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

0003 Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

Option Line Item

Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

Option Line Item

Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

Option Line Item

Item Description

Product Service Code: XXXX Pricing Arrangement: Firm Fixed Price

X Each

DFARS Clauses Incorporated by Full Text

252.229-7001 Tax Relief. Apr 2020

Basic. As prescribed in 229.402-70(a) and (a)(1), use the following clause:

TAX RELIEF-BASIC (APR 2020)

(a) Prices set forth in this contract are exclusive of all taxes and duties from which the United States Government is exempt by virtue of tax agreements between the United States Government and the Contractor's government. The following taxes or duties have been excluded from the contract price:

NAME OF TAX: ____(Offeror insert) RATE (PERCENTAGE): ____(Offeror insert)

(b) Invoices submitted in accordance with the terms and conditions of this contract shall be exclusive of all taxes or duties for which relief is available. The Contractor's invoice shall list separately the gross price, amount of tax deducted, and net price charged.

(c) When items manufactured to United States Government specifications are being acquired, the Contractor shall identify the materials or components intended to be imported in order to ensure that relief from import duties is obtained. If the Contractor intends to use imported products from inventories on hand, the price of which includes a factor for import duties, the Contractor shall ensure the United States Government's exemption from these taxes. The Contractor may obtain a refund of the import duties from its government or request the duty-free import of an amount of supplies or components corresponding to that used from inventory for this contract.

(End of clause)

Section C - Description/Specifications/Statement of Work

Requirements See Statement of Work listed at Section J

Section D - Packaging and Marking

Section E - Inspection and Acceptance

Program Manager (PM): XXXXXXXXX Commercial Phone: XXXXXXXXX Email: XXXXXXXX@army.mil

INSPECTION AND ACCEPTANCE TERM

*Early acceptance is acceptable to the Government.

Supplies/services will be inspected/accepted at:

U.S. Army International Technology Center Pacific (ITC-IPAC) Unit 45002

APO AP 96338-5002

POC: XXXXXXXXX

DSN: XXXXXXXXX

Commercial Phone: XXXXXXXXX Email: XXXXXXXXX@army.mil

FAR Clauses Incorporated by Reference

Number Title Effective Date 52.246-4 Inspection of Services-Fixed-Price. Aug 1996 52.246-9 Inspection of Research and Development (Short Form). Apr 1984 52.246-16 Responsibility for Supplies. Apr 1984

Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Other Instructions: N/A

DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Section F - Deliveries or Performance

Overall Contract Delivery Period

Line Item Delivery Schedule QTY Address and POC

Delivery On Or Before Delivery Date

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Delivery On Or Before Delivery Date

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Delivery On Or Before Delivery Date

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

Option Line Item

Delivery On Or Before Delivery Date

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Option Line Item

Delivery On Or Before Delivery Date

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Option Line Item

Delivery On Or Before Delivery Date

Ship To DoDAAC: XXXXXX CountryCode: USA

INTL TECHNOLOGY CENTER PACIFIC

UNIT 45002

APO

AP 96338-5002

UNITED STATES

Period of Performance From

DD MMM YYYY

To

DD MMM YYY

FFA520922SXXXX

Page X of X

FAR Clauses Incorporated by Reference

Number Effective Date 52.242-15

Title Stop-Work Order. Aug 1989

Section G - Contract Administration Data

Principal Investigator: XXXXXXXXX

REMITTANCE ADDRESS

If the remittance address is different from the mailing address, enter the remittance address below. Failure to provide this information may impact payment.

SUBMIT INVOICES IAW DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS

(Dec 2018)

For WAWF email notifications. The Contractor shall enter the e-mail address identified below in the "Send Additional Email Notifications" field of WAWF once a document is submitted in the system.

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. Dec 2018

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) As used in this clause-Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, asElectronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall-WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the PracticeWAWF training.

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File TransferWAWF methods of document submission.

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reportsWAWF payment instructions.

in WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following document type(s):Document type.

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

2 IN 1

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(f) [Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields inDocument routing.

WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC HQ0671

Issue By DoDAAC FA5209

Admin DoDAAC FA5209

Inspect By DoDAAC N/A

Ship To Code N/A

Ship From Code N/A

Mark For Code N/A

Service Approver (DoDAAC) N/A

Service Acceptor (DoDAAC)

Accept at Other DoDAAC N/A

LPO DoDAAC N/A

DCAA Auditor DoDAAC N/A

Other DoDAAC(s) N/A

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request inPayment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.Receiving report.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

naotsugu.kono.jp@us.af.mil

(Contracting Officer: Insert applicable information or "Not applicable.")

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Section H - Special Contract Requirements

Section I - Contract Clauses FAR Clauses Incorporated by Reference

Number Title Effective Date 52.202-1 Definitions. Jun 2020 52.203-3 Gratuities. Apr 1984 52.203-5 Covenant Against Contingent Fees. May 2014 52.203-7 Anti-Kickback Procedures. Jun 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. May 2014 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. May 2014 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. Jun 2020

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. Jun 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. May 2011 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards. Jun 2020 52.204-12 Unique Entity Identifier Maintenance. Oct 2016 52.204-13 System for Award Management Maintenance. Oct 2018 52.204-18 Commercial and Government Entity Code Maintenance. Aug 2020 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. Nov 2021

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Nov 2021

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. Nov 2021

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations. Nov 2015 52.215-2 Audit and Records-Negotiation. Jun 2020 52.215-8 Order of Precedence-Uniform Contract Format. Oct 1997 52.215-14 Integrity of Unit Prices. Nov 2021 52.222-21 Prohibition of Segregated Facilities. Apr 2015 52.222-26 Equal Opportunity. Sep 2016 52.222-29 Notification of Visa Denial. Apr 2015 52.222-50 Combating Trafficking in Persons. Nov 2021 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. Jun 2020 52.225-13 Restrictions on Certain Foreign Purchases. Feb 2021 52.225-14 Inconsistency between English Version and Translation of Contract. Feb 2000 52.229-6 Taxes-Foreign Fixed-Price Contracts. Feb 2013 52.232-23 Assignment of Claims. May 2014 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. Nov 2021 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 52.242-13 Bankruptcy. Jul 1995 52.243-1 Alternate V Changes-Fixed-Price. - (Alternate V) Aug 1987 52.244-5 Competition in Subcontracting. Dec 1996 52.244-6 Subcontracts for Commercial Products and Commercial Services. Nov 2021 52.246-23 Limitation of Liability. Feb 1997

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions). Aug 2016

52.249-9 Default (Fixed-Price Research and Development). Apr 1984

DFARS Clauses Incorporated by Reference

Number Title Effective Date 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Sep 2013 252.204-7000 Disclosure of Information. Oct 2016 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. Dec 2019 252.222-7002 Compliance with Local Labor Laws (Overseas). Jun 1997 252.225-7041 Correspondence in English. Jun 1997 252.225-7048 Export-Controlled Items. Jun 2013 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government. Jun 1995 252.227-7032 Rights in Technical Data and Computer Software (Foreign). Jun 1975 252.227-7039 Patents--Reporting of Subject Inventions. Apr 1990

252.232-7010 Levies on Contract Payments. Dec 2006 252.233-7001 Choice of Law (Overseas). Jun 1997 252.243-7001 Pricing of Contract Modifications. Dec 1991

FAR Clauses Incorporated by Full Text

52.217-9 Option to Extend the Term of the Contract. Mar 2000

As prescribed in , insert a clause substantially the same as the following:17.208(g)

OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within at least XX days prior to the contract expiration[insert the period of time within which the Contracting Officer may exercise the option]; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least XX days[60days unless a different number of days is inserted] before the contract expires. The preliminary notice does not commit the Government to an extension.

If the Government exercises this option, the extended contract shall be considered to include this option clause.(b)

The total duration of this contract, including the exercise of any options under this clause, shall not exceed (months) (years).(c) 36 months

(End of clause)

52.227-11 Patent Rights-Ownership by the Contractor. May 2014

As prescribed in 27.303(b)(1), insert the following clause:

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 35U.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. The Communications shall be conducted in US Air Force procedures.

(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)

52.232-2 Payments under Fixed-Price Research and Development Contracts. Apr 1984

As prescribed in , insert the following clause, as appropriately modified with respect to payment due dates in accordance with agency 32.111(a)(2) regulations, in solicitations and contracts when a fixed-price research and development contract is contemplated:

PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT CONTRACTS (APR 1984)

The Government shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for work delivered or rendered and accepted, less any deductions provided in this contract. Unless otherwise specified, payment shall be made upon acceptance of any portion of the work delivered or rendered for which a price is separately stated in the contract.

(End of clause)

52.232-25 Prompt Payment. Jan 2017

As prescribed in , insert the following clause:32.908(c)

PROMPT PAYMENT (JAN 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT).

Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

Invoice payments-(a) Due date.(1) Except as indicated in paragraphs (a)(2) and (c) of this clause, the due date for making invoice payments(i) by the designated payment office is the later of the following two events:

The 30 thday after the designated billing office receives a proper invoice from the Contractor (except as provided in paragraph (a)(A) (1)(ii) of this clause).

The 30 thday after Government acceptance of supplies delivered or services performed. For a final invoice, when the payment(B) amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

If the designated billing office fails to annotate the invoice with the actual date of receipt at the time of receipt, the invoice payment(ii) due date is the 30 thday after the date of the Contractor’s invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

Certain food products and other payments.(2) Due dates on Contractor invoices for meat, meat food products, or fish; perishable(i) agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are-

For meat or meat food products, as defined in section 2(a)(3) of the Packers and Stockyard Act of1921 (7 U.S.C.182(3)), and as(A) further defined in Pub.L.98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7 thday after product delivery.

For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood Promotion Act of1986 (16 U.S.C.4003(3)), as close(B) as possible to, but not later than, the 7 thday after product delivery.

For perishable agricultural commodities, as defined in section 1(4) of the Perishable Agricultural Commodities Act of1930 (7 U.S.(C) C.499a(4)), as close as possible to, but not later than, the 10 thday after product delivery, unless another date is specified in the contract.

For dairy products, as defined in section 111(e) of the Dairy Production Stabilization Act of1983 (7 U.S.C.4502(e)), edible fats or(D) oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 10 thday after the date on which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayonnaise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refrigerated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be followed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

If the contract does not require submission of an invoice for payment ( periodic lease payments), the due date will be as specified(ii) e.g., in the contract.

. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper(3) Contractor's invoice invoice must include the items listed in paragraphs (a)(3)(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish; 5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice.

The Government will take into account untimely notification when computing any interest penalty owed the Contractor.

Name and address of the Contractor.(i)

Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of the mailing or transmission.)(ii)

Contract number or other authorization for supplies delivered or services performed (including order number and line item number).(iii)

Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.(iv)

Shipping and payment terms ( shipment number and date of shipment, discount for prompt payment terms). Bill of lading(v) e.g., number and weight of shipment will be shown for shipments on Government bills of lading.

Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice(vi) of assignment).

Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.(vii)

Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this(viii) contract.

Electronic funds transfer (EFT) banking information.(ix)

The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.(A)

If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor(B) shall have submitted correct EFT banking information in accordance with the applicable solicitation provision ( 52.232-38, Submission of e.g., Electronic Funds Transfer Information with Offer), contract clause ( 52.232-33, Payment by Electronic Funds Transfer-System for Award e.g., Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

EFT banking information is not required if the Government waived the requirement to pay by EFT.(C)

Any other information or documentation required by the contract ( evidence of shipment).(x) e.g., . The designated payment office will pay an interest penalty automatically, without request from the Contractor, if(4) Interest penalty payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

The designated billing office received a proper invoice.(i)

The Government processed a receiving report or other Government documentation authorizing payment, and there was no(ii) disagreement over quantity, quality, or Contractor compliance with any contract term or condition.

In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or services performed, the amount(iii) was not subject to further contract settlement actions between the Government and the Contractor.

. The Government will compute the interest penalty in accordance with the Office of Management and(5) Computing penalty amount Budget prompt payment regulations at .5 CFR Part 1315

For the sole purpose of computing an interest penalty that might be due the Contractor, Government acceptance is deemed to occur(i) constructively on the 7 thday (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

The prompt payment regulations at 5 CFR1315.10(c) do not require the Government to pay interest penalties if payment delays are(ii) due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

. The designated payment office will pay an interest penalty automatically, without request from the(6) Discounts for prompt payment Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at .5 CFR Part 1315

Additional interest penalty.(7) The designated payment office will pay a penalty amount, calculated in accordance with the prompt(i) payment regulations at in addition to the interest penalty amount only if-5 CFR Part 1315

The Government owes an interest penalty of $1 or more;(A)

The designated payment office does not pay the interest penalty within 10 days after the date the invoice amount is paid; and(B)

The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with(C) paragraph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii) The Contractor shall support written demands for additional penalty payments with the following data. The Government will not(A) request any additional data. The Contractor shall-

Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment(1) interest penalty and such additional penalty as may be required;

Attach a copy of the invoice on which the unpaid late payment interest is due; and(2)

State that payment of the principal has been received, including the date of receipt.(3)

If there is no postmark or the postmark is illegible-(B)

The designated payment office that receives the demand will annotate it with the date of receipt, provided the demand is(1) received on or before the 40th day after payment was made; or

If the designated payment office fails to make the required annotation, the Government will determine the demand’s validity(2) based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made.

The additional penalty does not apply to payments regulated by other Government regulations ( payments under utility contracts(iii) e.g., subject to tariffs and regulation).

. If this contract provides for contract financing, the Government will make contract financing payments in(b) Contract financing payment accordance with the applicable contract financing clause.

. If this contract contains the clause at 52.213-1, Fast Payment Procedure, payments will be made within(c) Fast payment procedure due dates 15 days after the date of receipt of the invoice.

. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise(d) Overpayments overpaid on a contract financing or invoice payment, the Contractor shall-

Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-(1)

Circumstances of the overpayment ( , duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);(i) e.g.

Affected contract number and delivery order number if applicable;(ii)

Affected line item or subline item, if applicable; and(iii)

Contractor point of contact.(iv)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(2)

(End of clause)

52.252-2 Clauses Incorporated by Reference. Feb 1998

As prescribed in , insert the following clause:52.107(b)

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):

https://www.acquisition.gov [Insert one or more Internet addresses]____ ____

(End of clause)

52.252-4 Alterations in Contract. Apr 1984

As prescribed in , insert the following clause in solicitations and contracts in order to revise or supplement, as necessary, other parts of the 52.107(d) contract, or parts of the solicitation that apply after contract award, except for any clause authorized for use with a deviation. Include clear identification of what is being altered.

ALTERATIONS IN CONTRACT (APR 1984)

Portions of this contract are altered as follows:

(End of clause)

52.252-6 Authorized Deviations in Clauses. Nov 2020

As prescribed in , insert the following clause in solicitations and contracts that include any FAR or supplemental clause with an authorized 52.107(f) deviation. Whenever any FAR or supplemental clause is used with an authorized deviation, the contracting officer shall identify it by the same number, title, and date assigned to the clause when it is used without deviation, include regulation name for any supplemental clause,…