SOL FINAL - RFP - 1333BJ26R00280005.pdf

Document Number: 1333BJ26R00280002 Page 1 of 73

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30 1. REQUISITION NUMBER

284P2650045

PAGE 1 OF

5. SOLICITATION NUMBER

1333BJ26R00280002

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

07/16/2026

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME Philip "Gabe" Caganap Contract Specialist

b. TELEPHONE NUMBER (No collect calls) 571-270-0953

8. OFFER DUE DATE / LOCAL

TIME

08/06/2026

05:00 PM ET

CODE9. ISSUED BY

Office of Procurement US Patent and Trademark Office PO Box 1450-Mail Stop 6 600 Dulany St.,MDE, 7th Floor

ALEXANDRIA, VA 22313-1450

X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISALBED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED WOMEN-

OWNED SMALL BUSINESS (EDWOSB)

8(A)

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

X

11. DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS BLOCK IS

MARKED

0 Days: 0.00 %

0 Days: 0.00 % 0 Days: 0.00 % 0 Days: 0.00 %

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER THE

DEFENSE PRIORITIES AND

ALLOCATIONS SYSTEM –

DPAS (15 CFR 700)

13b. RATING

REQUEST

FOR

QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

X REQUEST

FOR

PROPOSAL

(RFP)

14. METHOD OF SOLICITATION

CODE15. DELIVER TO CODE16. ADMINISTERED BY

FACILITY

CODE

CODE

TELEPHONE NUMBER

17a. CONTRACTOR/

OFFEROR

CODE18a. PAYMENT WILL BE MADE BY

OFFICE OF FINANCE

Dir. US Patent & Trademark Ofc PO Box 1450 Mail Stop 17 Alexandria, VA 22313

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NUMBER 20. SCHEDULE OF SUPPLIES/SERVICES

(Use Reverse and/or Attach Additional Sheets as Necessary)

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

SEE BELOW

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REFERENCE _____________________________

OFFER DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK

5) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT) Donald Nusbaum

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

1333BJ

USPTO RFP No. 1333BJ26R00280002 Enterprise Cloud Modernization (ECM)

Request for Proposal (RFP)

RFP No. 1333BJ26R00280002

Enterprise Cloud Modernization (ECM)

Office of Procurement United States Patent and Trademark Office (USPTO)

Department of Commerce (DOC)

TABLE OF CONTENTS

SECTION A – SF1449

SECTION B – CONTRACT TYPE AND PRICE/COST SCHEDULE

B.1 CONTRACT TYPE

B.2 PRICE/COST SCHEDULE

SECTION C – PERFORMANCE WORK STATEMENT (PWS)

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING

D.2 MARKING

D.3 SECURITY AND PRIVACY PROTECTION

SECTION E – INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND REJECTION OF DELIVERABLES

E.2 NOTICE OF REGARDING LATE DELIVERY

E.3 MONITORING OF WORK DELIVERABLES

SECTION F – DELIVERIES AND/OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

F.2 PLACE OF PERFORMANCE

F.3 HOURS OF OPERATIONS

F.4 TRAVEL

F.5 DELIVERABLE TABLE

F.6 GOVERNMENT HOLIDAYS

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 SUBMISSION OF INVOICES – SINGLE PAYMENT OFFICE

G.2 POST-AWARD CONFERENCE

G.3 CONTRACTING OFFICER (CO)

G.4 CONTRACT SPECIALIST (CS)

G.5 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

G.6 TECHNICAL LEAD (TL)

G.7 CONTRACTOR POINT OF CONTACT

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 IMPLEMENTATION OF E.O 13224 – EXECUTIVE ORDER ON TERRORIST

FINANCING

H.2 DISCLOSURE OF INFORMATION

SECTION I – CONTRACT CLAUSES

I.1 FAR/CAR CLAUSES INCORPORATED BY REFERENCE

I.2 CAR CLAUSES INCORPORATED BY FULL TEXT

I.3 FAR CLAUSES INCORPORATED BY FULL TEXT

I.4 U.S. PATENT AND TRADEMARK OFFICE CLAUSES INCORPORATED BY FULL

TEXT 42

SECTION J – ATTACHMENTS

SECTION K – REPRESENTATION, CERTIFICATIONS, AND OTHER STATEMENTS OF

QUOTERS OR RESPONDENTS

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTES TO OFFERORS

L.1 GENERAL INSTRUCTIONS

L.2 PROPOSAL DUE DATE AND DELIVERY

L.3 QUESTIONS AND AMENDMENTS

L.4 ASSUMPTIONS, CONDITIONS, AND EXCEPTIONS

L.5 PROPOSAL ORGANIZATION

L.6 PROPOSAL FORMAT

L.7 PROPOSAL CONTENT

L.8 FAR/CAR PROVISIONS

SECTION M – EVALUATON – COMMERCIAL ITEMS

M.1 BASIS OF AWARD

M.2 EVALUATION PROCESS

SECTION B – CONTRACT TYPE AND PRICE/COST SCHEDULE

B.1 CONTRACT TYPE

The intent of this Request for Proposal (RFP) is to issue a contract for Enterprise Cloud Modernization (ECM) support, to include cloud usage and cloud professional services, in accordance with (IAW) the authority of 35 U.S.C. 2(b)(4)(A) of the Patent and Trademark Office Efficiency Act (PTOEA). The contract type will be determined prior to award. This procurement is not designated for set-aside.

B.2 PRICE/COST SCHEDULE

SEE ATTACHMENT 2 – PRICE/COST SCHEDULE

[END OF SECTION B]

SECTION C – PERFORMANCE WORK STATEMENT (PWS)

SEE ATTACHMENT 1 – Performance Work Statement (PWS)

[END OF SECTION C]

SECTION D – PACKAGING AND MARKING

D.1 PACKAGING

The Contracting Officer Representative (COR) will approve the method in which reports, and deliverables are to be submitted and marked for delivery by the contractor. Reports and deliverables may be required to be submitted electronically and/or hard copy. At a minimum, all reports/deliverables should reference the contract number (if applicable).

Preservation, packaging, and packing of all shipments or mailing of all work delivered under this contract must be done in accordance with good commercial practices and to insure acceptance by common carrier (if applicable) and safe transportation at the most economical rate(s).

Any required deliverables must be submitted to the appointed COR of this contract. Due to increased security concerns, deliverables transmitted via regular U.S. Mail experience significant delay in reaching its intended destination and, as part of the screening process, may be damaged. For these reasons, the US Postal Service should not be used to transmit deliverables. Rather, the contractor is encouraged to use electronic mail to the maximum extent possible.

D.2 MARKING

The contractor must comply with the requirements of any USPTO Branding and Marking policies. As a matter of law, Federal criminal statutes prohibit unauthorized uses of the USPTO seal. In addition, USPTO policy prohibits granting authorization for certain commercial uses of the seal. It is permissible to reference USPTO in materials if the reference is limited to true, factual statements. The words United States Patent and Trademark Office should appear in the same color, font, and size as the rest of the text in the document. Moreover, such references must not imply in any way an endorsement by USPTO of a product, company, or technology.

D.3 SECURITY AND PRIVACY PROTECTION

All deliverables and services rendered under this contract must comply with Federal, and USPTO security and privacy protection policies and requirements.

[END OF SECTION D]

SECTION E – INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND REJECTION OF DELIVERABLES

The COR will accept or reject deliverables within ten (10) calendar days after delivery. If rejected, the contractor must make corrections as specified and resubmit the deliverable for review and approval within the agreed upon timeframe, or not later than five (5) calendar days from notification of the rejected deliverable. If the deficiencies/issues cannot be corrected within five (5) workdays, the contractor must immediately notify the COR of the reason for the delay and provide a proposed corrective action plan within five (5) business days. Rejected deliverables will be corrected at no cost to the USPTO.

General quality measures as set forth below must be applied to each work product received from the contractor under this solicitation.

• Accuracy - Work products must be accurate in presentation, technical content, and adherence to accepted elements of style.

• Clarity - Work products must be clear and concise. Any/all diagrams must be easy to understand and be relevant to the supporting narrative.

• Consistency to Requirements - All work products must satisfy the requirements of this solicitation.

• Format - Work Products must be submitted in the mutually agreed format.

• Timeliness - Work Products must be submitted on or before the due date specified within this solicitation or submitted in accordance with a later scheduled date determined by or approved by the Government.

E.2 NOTICE OF REGARDING LATE DELIVERY

The contractor must notify the COR that a scheduled deliverable will be late as soon as it becomes apparent to the contractor. The contractor must include in the notification the rationale for late delivery, the expected date for the delivery and the project impact of the late delivery. The COR will review the notification and provide guidance to the contractor, which in no way limits the USPTO’s right to all remedies (including termination).

E.3 MONITORING OF WORK DELIVERABLES

All work under this contract will be monitored by the COR, who will act as the primary technical representative of the USPTO. Final inspection and acceptance of all work performed, reports and other deliverables will be performed at the place of delivery by the COR. The COR, with the assistance of the other USPTO representatives, is responsible for:

• Setting task priorities, revising task priorities when necessary

• Communicating these priorities to the contractor

The COR will review, for completeness, preliminary or draft documentation that the contractor submits, and may return it to the contractor for correction (at no additional cost to the USPTO). Absence of any comments by the COR will not relieve the contractor of the responsibility for complying with the requirements of this PWS. Final approval and acceptance of documentation required herein will be by letter of approval and acceptance by the COR.

[END OF SECTION E]

SECTION F – DELIVERIES AND/OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

SEE ATTACHMENT 1 – Performance Work Statement (PWS), Section 6

F.2 PLACE OF PERFORMANCE

SEE ATTACHMENT 1 – Performance Work Statement (PWS), Section 7

F.3 HOURS OF OPERATIONS

SEE ATTACHMENT 1 – Performance Work Statement (PWS), Section 8

F.4 TRAVEL

SEE ATTACHMENT 1 – Performance Work Statement (PWS), Section 8

F.5 DELIVERABLE TABLE

SEE ATTACHMENT 1 – Performance Work Statement (PWS), Section 5

F.6 GOVERNMENT HOLIDAYS

Holidays observed by the Federal Government:

New Year's Day 1 January Martin Luther King's Birthday Third Monday in January President's Day Third Monday in February Memorial Day Last Monday in May Juneteenth 19 June Independence Day 4 July Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day 11 November Thanksgiving Day 4th Thursday in November Christmas Day 25 December

If a holiday falls on Sunday, the following Monday will be observed as the legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a legal holiday by U.S. Government agencies.

Also included would be any day specifically declared by an Executive Order from President of the United States of America as a national holiday.

It is understood and agreed between the Government and the contractor that observance of such days by Government personnel must not otherwise be a reason for an additional period of performance, or entitlement to compensation except as set forth within this task order. If the contractor believes that an unplanned absence has an impact on the price or period of performance, it should notify the Contracting Officer (CO).

[END OF SECTION F]

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 SUBMISSION OF INVOICES – SINGLE PAYMENT OFFICE

Refer to Section I Clause PTO-37 – USPTO Invoices, Vendor Portal

G.2 POST-AWARD CONFERENCE

The contractor must attend a Post Award Conference with the Contracting Officer (CO), Contracting Officer’s Representative (COR), and other USPTO stakeholders, as identified by the COR, no later than five (5) business days after the date of award. The purpose of the Post Award Conference, which will be chaired by the CO, is to discuss technical and contracting objectives of this contract. The Post-Award Conference will be held via teleconference.

G.3 CONTRACTING OFFICER (CO)

Donald Nusbaum Office of Procurement United States Patent and Trademark Office E-mail: Donald.Nusbaum@uspto.gov

G.4 CONTRACT SPECIALIST (CS)

Philip “Gabe” Caganap Office of Procurement United States Patent and Trademark Office E-mail: Philip.Caganap@uspto.gov

G.5 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

To be Determined (TBD)

The COR is responsible for the technical administration of the contract and technical liaison with the contractor. The COR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the task order price, delivery schedule, period of performance, or other terms and conditions.

G.6 TECHNICAL LEAD (TL)

To be determined.

The CO may designate an additional representative, called “Technical Leads,” to monitor compliance with this contract as deemed warranted by the CO and the COR. The number of Technical Leads must depend upon the complexity of the services measured as well as the contractor’s performance.

mailto:Donald.Nusbaum@uspto.gov mailto:Philip.Caganap@uspto.gov

G.7 CONTRACTOR POINT OF CONTACT

To be determined.

[END OF SECTION G]

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 IMPLEMENTATION OF E.O 13224 – EXECUTIVE ORDER ON TERRORIST

FINANCING

The contractor is reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals and organization associated with terrorism. It is the legal responsibility of the contractor to ensure compliance with these Executive Orders and laws.

H.2 DISCLOSURE OF INFORMATION

Contractors are reminded that information furnished under this contract may be subject to disclosure under the Freedom of Information Act (FOIA). Therefore, all items that are confidential to business, or contain trade secrets, proprietary, or personnel information must be clearly marked. However, marking of items will not necessarily preclude disclosure. All FOIA requests for procurement material will be handled according to agency procedures at 6 CFR Part 5, Subpart B.

Any information made available to the contractor by the Government must be used only for the purpose of carrying out the provisions of this contract and must not be divulged or made known in any manner to any person except as may be necessary in the performance of the task order.

In performance of this contract, the contractor assumes responsibility for protection of the confidentiality of Government records and must ensure that all work performed by its subcontractors must be under the supervision of the contractor or the contractor’s responsible employees.

Each officer or employee of the contractor or any of its subcontractors to whom any Government record may be made available or disclosed must be notified in writing by the contractor that information disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. 641.

[END OF SECTION H]

SECTION I – CONTRACT CLAUSES

Note: This document includes references to the Federal Acquisition Regulation (FAR). Per Procurement Memorandum (PM) 2026-06, the Department has issued a class deviation to implement the Revolutionary FAR Overhaul (RFO) and adopt the RFO model deviated text.

I.1 FAR/CAR CLAUSES INCORPORATED BY REFERENCE

This proposal 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 address: RFO | Acquisition.GOV or for CAR specific clauses at CAR | Acquisition.GOV.

CAR Clauses Clause No. Title Date 1352.208-70 Restrictions of Printing and Duplicating APR 2010 1352.209-73 Compliance With the Laws APR 2010 1352.209-74 Organizational Conflict of Interest APR 2010 1352.231-71 Duplication of Effort APR 2010 1352.239-70 Software License Addendum APR 2010 1352.239-72 Security Requirements for Information Technology Resources APR 2010 1352.242-70 Postaward Conference APR 2010

FAR Clauses

52.203-3 Gratuities APR 1984

52.203-6 Restrictions on Subcontractor Sales to the Government – Alternate

I JUN 2020

52.203-12 Limitation on Payments to Influence Certain Federal Transactions JUN 2020 52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021 52.203-16 Preventing Personal Conflicts of Interest JUN 2020 52.203-17 Contractor Employee Whistleblower Rights NOV 2023

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements JAN 2017

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance JAN 2026 52.204-14 Service Contract Reporting Requirements JAN 2026 52.204-19 Incorporation by Reference of Representations and Certifications DEC 2014 52.208-90 Government Supply Sources JAN 2026

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded

JAN 2026

https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52 https://www.acquisition.gov/car

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters JAN 2026

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations JAN 2026

52.212-1 Instructions to Offerors – Commercial Products and Commercial Services JAN 2026

52.215-8 Order of Precedence-Uniform Contract Format JAN 2026 52.216-7 Allowable Cost and Payment JAN 2026 52.219-8 Utilization of Small Business Concerns JAN 2026 52.219-9 Small Business Subcontracting Plan – Alternate II JAN 2026 52.219-28 Postaward Small Business Program Representation JAN 2026 52.222-3 Convict Labor JAN 2026 52.222-19 Child Labor-Cooperation with Authorities and Remedies JAN 2026 52.222-35 Equal Opportunity for Veterans JAN 2026 52.222-36 Equal Opportunity for Workers with Disabilities JAN 2026 52.222-37 Employment Reports on Veterans JAN 2026

52.222-40 Notification of Employee Rights Under the National Labor Relations Act JAN 2026

52.222-41 Service Contract Labor Standards JAN 2026

52.222-43 Fair Labor Standards Act and Service Contract Labor Standards- Price Adjustment (Multiple Year and Option Contracts) JAN 2026

52.222-50 Combating Trafficking in Persons JAN 2026

52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

JAN 2026

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements JAN 2026

52.222-54 Employment Eligibility Verification JAN 2026

52.222-55 Minimum Wages for Contractor Workers Under Executive Order

14026 JAN 2026

52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2026 52.222-90 Addressing DEI Discrimination by Federal Contractors JAN 2026 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.224-3 Privacy Training JAN 2017 52.226-7 Drug-Free Workplace MAY 2024

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving MAY 2024

52.227-14 Rights in Data – General MAY 2014 52.227-16 Additional Data Requirements JUN 1987 52.227-17 Rights in Data-Special Works DEC 2007

52.232-7 Payments under Time-and-Materials and Labor-Hour Contracts NOV 2021 52.232-16 Progress Payments JAN 2026

52.232-33 Payment by Electronic Funds Transfer-System for Award Management OCT 2018

52.232-35 Designation of Office for Government Receipt of Electronic Funds Transfer Information JUL 2013

52.232-36 Payment by Third Party JAN 2026 52.232-37 Multiple Payment Arrangements MAY 1999 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors MAR 2023 52.232-90 Fast Payment Procedure JAN 2026 52.233-1 Disputes JAN 2026 52.233-3 Protest After Award JAN 2026 52.233-4 Applicable Law for Breach of Contract Claim JAN 2026 52.237-3 Continuity of Service JAN 1991 52.240-91 Security Prohibitions and Exclusions JAN 2026 52.240-92 Security Requirements JAN 2026 52.240-93 Basic Safeguarding of Covered Contractor Information Systems JAN 2026 52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs JAN 2026 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order Alternate I APR 1984 52.242-17 Government Delay of Work APR 1984 52.243-1 Changes-Fixed Price Alternate III JAN 2026 52.243-3 Changes-Time-and-Materials or Labor-Hours JAN 2026 52.244-6 Subcontracts for Commercial Items JAN 2026 52.245-1 Government Property SEP 2021 52.245-9 Use and Charges APR 2012 52.246-4 Inspection of Services-Fixed-Price AUG 1996 52.246-6 Inspection-Time-and-Material and Labor-Hour MAY 2001

I.2 CAR CLAUSES INCORPORATED BY FULL TEXT

I.2.1 CAR 1352.201-70 Contracting Officer’s Authority (MAR 2010)

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract terms and conditions, including price.

(End of clause)

I.2.2 CAR 1352.201-72 Contracting Officer's Representative (COR) (APR 2010)

(a) ______________________ is hereby designated as the Contracting Officer's Representative (COR).

The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

Phone Number:

E-mail:

(b) The responsibilities and limitations of the COR are as follows:

(1) The COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The COR is also responsible for the final inspection and acceptance of all deliverables and such other responsibilities as may be specified in the contract.

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, terms or conditions. Any contractor request for changes must be referred to the Contracting Officer directly or through the COR. No such changes must be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

I.2.3 CAR 1352.216-77 Ceiling Price (APR 2010)

The ceiling price of this contract is $_[TBD]_. The contractor must not make expenditures nor incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the contractor's own risk.

I.2.4 CAR 1352.227-70 Rights in Data, Assignment of Copyright (APR 2010)

In accordance with 48 CFR 52.227–17, Rights in Data—Special Works, the contractor agrees to assign copyright to data, including reports and other copyrightable materials, first produced in performance of this contract to the United States Government, as represented by the Secretary of Commerce.

I.2.5 CAR 1352.237-75 Key Personnel (APR 2010)

(a) The personnel as specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel, as appropriate.

(b) Before removing, replacing, or diverting any of the specified individuals, the Contractor must notify the contracting officer, in writing, before the change becomes effective. The Contractor must submit information to support the proposed action to enable the contracting officer to evaluate the potential impact of the change on the contract. The Contractor must not remove or replace personnel under this contract until the Contracting Officer approves the change.

The Key Personnel under this contract are:

• TBD by offeror

I.3 FAR CLAUSES INCORPORATED BY FULL TEXT

I.3.1 FAR 52.212-4Terms and Conditions – Commercial Products and Commercial Services

(JAN 2026)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(d) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:

[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’”.]

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost—

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government will pay any such increases within 30 days, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall—

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

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

(B) Affected contract number and delivery order number, if applicable;

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as established by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) The Contracting Officer will issue a final decision if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer.

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR part 32 in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(9) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon—

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered under this contract are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts;

40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

(2) The Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (s)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(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 part 4, longer period required by statute, or periods specified in 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.