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COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS A. INTRODUCTION: This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulat... COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS A. INTRODUCTION: This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, in conjunction with procedures at FAR Subpart 13.302, and as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The solicitation number is W911QY-19-R-0020 and this solicitation is hereby issued as a Request for Proposal (RFP). This solicitation including any attachments may be downloaded from FedBizOpps (FBO) at website https://www.fbo.gov. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-101. The solicitation is a Total Small Business Set-aside procurement. The North American Industry Classification System (NAICS) Codes for this set-aside procurement are contained within Sector 31-33 Manufacturing, Subsector 333 Machinery Manufacturing. The most applicable NAICS codes associated with this project, all of which have a corresponding small business size standards of 500 employees, are as follows: 333249 Other Industrial Machinery Manufacturing 333999 All Other Miscellaneous General Purpose Machinery Manufacturing To be eligible for contract award, offerors must be registered in the System for Award Management (SAM) as a Small Business with a NAICS code that is under 500 employees. This written solicitation is issued in accordance with the FAR Subpart 12.603(b) - Streamlined Solicitation for Commercial Items. A Standard Form 1449 (Solicitation/Contract/Order for Commercial Items) will not be used for issuing this solicitation, however the Government anticipates awarding one Firm Fixed Price (FFP) Contract from this solicitation using the SF1449. The Government anticipates award will be made to the "responsible" Offeror whose proposal represents the best overall value to the Government, based on the results of a complete and thorough Government evaluation of proposals in accordance with (IAW) the evaluation criteria set forth herein. (See FAR Subpart 9.104 for a description of the standards prospective contractors must meet to be determined "responsible".) The Government intends to evaluate offers and award a contract without discussions, therefore the initial offer should contain the best offer, however the Government reserves the right to conduct discussions if necessary. The Government also reserves the right to not award any contract in the event that no proposals are considered to be in the best interest of the Government. The Delivery Date is estimated to be within six (6) months of contract award. Place of delivery, Acceptance and free on board (FOB) points are the NSRDEC, General Greene Avenue, Natick, Massachusetts. The duration of the contract period will extend through the warranty period. Proposals in response to this solicitation are due on 12 April 2019 by 1 PM Eastern Time, and shall be submitted electronically to Alexander Ponusky at alexander.m.ponusky.civ@mail.mil and Shawn Haubner at shawn.p.haubner.civ@mail.mil. FAILURE TO SUBMIT A TIMELY PROPOSAL EXACTLY IN ACCORDANCE WITH THE SUBMISSION INSTRUCTIONS MAY RESULT IN THE OFFEROR'S PROPOSAL BEING REJECTED AS UNACCEPTABLE OR NONCOMPLIANT, AND THEREFORE INELIGIBLE FOR AWARD CONSIDERATION. Attachments to this Combined Synopsis/Solicitation include: 1. High Vacuum Chamber Requirements; 2. Pricing Schedule for Proposal Submission; 3. Additional Offeror Representations and Certifications. B. ADDENDI / PROPOSAL SUBMISSION INSTRUCTIONS 1. The following ADDENDUM TO 52.212-1 is hereby included: The Army Contracting Command - Aberdeen Proving Ground (ACC-APG), Natick Contracting Division, General Greene Avenue, Natick, MA 01760, on behalf of the U.S. Army Natick Soldier Research, Development & Engineering Center (NSRDEC), has a requirement for a high vacuum chamber to investigate personal thermal management by passive radiative heating and/or cooling through novel arrays of polymeric films and fibers. To assess the thermal properties of these advanced polymeric films and fibers developed at NSRDEC, a vacuum chamber will be procured which will allow for the isolation and study of the radiative component of heat flow through these materials. The high vacuum chamber will bring new in-house capabilities by allowing for the interrogation of thermal radiative performance of materials by minimizing the effects of other heat transfer modalities such as through thermal convection. This acquisition is a Total Small Business Set-aside procurement. The most applicable NAICS codes associated with this project are listed below. The small business size standard is 500 employees. 333249 Other Industrial Machinery Manufacturing 333999 All Other Miscellaneous General Purpose Machinery Manufacturing Questions, if any, are due by 8 April 2019 by 1PM EST and must be submitted electronically via email to Alexander Ponusky at alexander.m.ponusky.civ@mail.mil or Shawn Haubner at shaw.p.haubner.civ@mail.mil. The Government will provide answers to a consolidated listed of unattributed questions within two business days or as soon as possible via amendment through the Government-wide Point of Entry (GPE) at www.fedbizopps.gov. Proposals in response to this solicitation shall be valid for 60 calendar days. Please annotate the last day the proposal will be valid. Firms will not be reimbursed for proposal preparation costs. Any Offeror that submits a proposal in response to this solicitation must be registered in SAM IAW FAR Clauses 52.204-7, 52.232-33 and Defense FAR Supplement (DFARS) Clause 252.204-7004 Alt A prior to contract award. Registration information can be found at www.sam.gov or https://www.acquisition.gov. The Offeror shall submit a proposal consisting of three (3) sections. These three sections shall be labeled, Section I - Technical Proposal (Evaluation Factor 1); Section II - Pricing Proposal (Evaluation Factor 2); and Section III - Administrative Proposal. No Pricing Information shall be submitted in Section I. Section I - Technical Proposal (Evaluation Factor 1) - The Offeror shall provide a technical description of the item being offered in sufficient detail to evaluate compliance with the requirements of the RFP. The Offeror's proposal shall address each of the below areas: Technical Capability - The Offeror shall describe the technical specifications and capabilities of the item offered in relation to the requirements set forth in the requirements document. Warranty - The Offeror shall provide warranty information on each warranted item/part with its offer as required in the DFARS provision 252.246-7005 and DFARS clause 252.246-7006. The Government shall be offered the same warranty terms, including offers of extended warranties, offered to the general public in customary commercial practice. The Contractor shall provide detailed warranty information, including warranty repair procedures and procedures for obtaining repair and replacement of failed items that are within and those that are outside the scope of the warranty, as an addendum to their warranty manual. Section II - Pricing Proposal (Evaluation Factor 2) - As part of this section, the Offeror shall include a completed Schedule for CLINs 0001-0003 (fill in the dollar amounts on the attached pricing schedule) and an offer signed by an official having the authority to bind the firm contractually. If this person is not an officer of the company, the offer shall be accompanied by written evidence of the individual's authority to bind the company. Section III - Administrative Proposal - As part of this section, the Offeror shall: - Include the offeror's name and address on the cover page of its offer, - Ensure the offer is signed by an official having the authority to bind the firm contractually, - List the offeror representatives authorized to discuss matters regarding this proposal, - List assumptions, if any (if none state none), - List exceptions to terms or conditions, if any (if none state none), - Annotate compliance with the stated inspection and acceptance terms, - Identify the proposal validity period of at least 60 days from the date specified for receipt of offers, - Annotate compliance with the delivery date and duration of the contract, - Provide all administrative information as required throughout this RFP, - Complete all required provisions and clauses, including representations and certifications, - Identify the predominant place where manufacturing will occur or where procured finished products will be taken out of inventory, - Acknowledge any amendments to this RFP, - Include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Proposals in response to this solicitation are due on 12 April 2019 by 1 PM Eastern Time, and shall be submitted electronically via email to Alexander Ponusky at alexander.m.ponusky.civ@mail.mil and Shawn Haubner at shawn.p.haubner.civ@mail.mil. INCORPORATION OF PROPOSAL: Portions of the Offeror's Section I Technical Proposal, as negotiated and accepted by the Government, may be incorporated by reference into the resultant contract. Some or all of the information furnished by the Contractor may be subject to disclosure under the Freedom of Information Act (FOIA). For this reason the Contractor shall identify information contained in the proposal which the Contractor believes is proprietary. Notwithstanding any rights the Government will receive under the contract to the data being protected under the solicitation, any request for information received under the FOIA (5 U.S.C 552) for the resulting contract, including any portion of the proposal that was incorporated into the contract, will be reviewed in accordance with the FOIA statute. The Government will contact the Contractor to identify what information, if any, contained in the contract they believe should be withheld from release to the public. The Contractor will then have to demonstrate that the information is a (1) a trade secret or (2) confidential, commercial information. In case of the latter, the Contractor would have to demonstrate, in detail, that disclosure would (1) impair the Government's ability to obtain necessary information in the future or (2) cause substantial harm to the Contractor. Any changes in these arrangements are to be submitted to the Contracting Officer in advance for approval. In the event of any conflict or ambiguity between the Contractor's Technical Proposal and the Government's Requirements Document, the requirements document takes precedence. 2. The provision at 52.212-2, EVALUATION - COMMERCIAL ITEMS (OCT 2014), applies to this acquisition. The specific evaluation criteria ADDENDUM TO 52.212-2 paragraph (a) is hereby included: The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following Section/Evaluation Factors shall be used to evaluate offers: Section I - Technical Proposal (Evaluation Factor 1) - Technical capability and quality of the item offered to meet the Government requirement and an updated manual reflecting the hardware configuration and O&M requirements; proof of comprehensive/liability insurance; warranty information; Section II - Pricing Proposal (Evaluation Factor 2); and Section III - Administrative Proposal. EVALUATION PROCESS: The technical panel will provide an evaluation and assign a combined technical/risk rating for the Technical Section. The Price Proposal Section will be evaluated by the Contracting Officer in accordance with the evaluation criteria established in Section II. The Government technical evaluation panel will evaluate proposals in accordance with the process and evaluation criteria stated herein, and will document the evaluation by providing a narrative discussion of the evaluation of each proposal in terms of the evaluation criteria and proposed strong points (strengths), weak points (weaknesses), and deficiencies. This narrative discussion shall be incorporated into a report, which will be presented to the Contracting Officer. Clarifications or communications may be conducted IAW FAR Subpart 15.306 (a) and (b). If discussions are necessary, a competitive range will be established IAW FAR Subpart 15.306(c) and to the extent deemed necessary at the sole discretion of the Contracting Officer, written discussion items (DI) will be issued to Offerors in the competitive range, using control numbers, to further investigate any weaknesses, deficiencies, or other areas identified by the technical panel as germane to the evaluation process. These DIs are considered exchanges/discussions in accordance with FAR Subpart 15.306(d). The Contracting Officer may also issue DIs relating to any matter that requires written revisions to a proposal for which a binding agreement is required/desired. The technical panel will be responsible for keeping the Contracting Officer informed at all steps of the evaluation process. Technical ability of the proposal to meet the requirements of this solicitation is significantly more important than cost or price. RATING METHODS/DEFINITIONS: TECHNICAL FACTOR: One of the following combined technical/risk ratings will be assigned: TECHNICAL RATINGS Rating Definition Outstanding Proposal indicates an exceptional approach and understanding of the requirements and contains multiple strengths, and risk of unsuccessful performance is low. Good Proposal indicates a thorough approach and understanding of the requirements and contains at least one strength, and risk or unsuccessful performance is low to moderate. Acceptable Proposal meets requirements and indicates an adequate approach and understanding of the requirements, and risk of unsuccessful performance is no worse than moderate. Marginal Proposal has not demonstrated an adequate approach and understanding of the requirements, and/or risk of unsuccessful performance is high. Unacceptable Proposal does not meet requirements of the solicitation, and thus, contains one or more deficiencies, and/or risk of unsuccessful performance is unacceptable. Proposal is unawardable. Definitions: Strength - an aspect of an Offeror's proposal that has merit or exceeds specified performance or capability requirements in a way that will be advantageous to the Government during contract performance. Weakness - a flaw in the proposal that increases the risk of unsuccessful contract performance. Deficiency - a material failure of a proposal to meet a Government requirement or a combination of significant weaknesses in a proposal that increases the risk of unsuccessful contract performance to an unacceptable level. PRICE FACTOR: Price proposals will not be given an adjectival rating, but will be evaluated to determine fair and reasonableness, and to determine that the price offered is consistent with the effort proposed. 3. Additional Representations and Certifications: The following provisions and clauses must be filled out by the Contractor, and included with their proposal submission (see attachment 3): - FAR 52.204-17 - FAR 52.204-20 - FAR 52.209-2 - FAR 52.209-11 - FAR 52.212-3 Alt I - FAR 52.219-1 Alt I ***Note: If you have an active SAM registration, these additional representations and certifications should have already been completed out as part of the registration process. Please indicate on your proposal whether the documentation has already been filled out, and the Government will waive this requirement. C. CLAUSES/PROVISIONS INCORPORATED BY REFERENCE 52.204-7 System for Award Management OCT 2018 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards OCT 2018 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting JUL 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and Certifications. DEC 2014 52.204-22 Alternative Line Item Proposal JAN 2017 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities. JUL 2018 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations NOV 2015 52.212-1 (Dev) Instructions to Offerors - Commercial Items. (DEVIATION 2018-O0018) OCT 2018 52.212-4 Contract Terms and Conditions--Commercial Items OCT 2018 52.212-5 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Deviation 2018-O0021) JAN 2019 52.215-20 Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data OCT 2010 52.219-6 (Dev) Notice of Total Small Business Set-Aside (DEVIATION 2019-O0003). DEC 2018 52.222-19 Child Labor -- Cooperation with Authorities and Remedies JAN 2018 52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-50 Combating Trafficking in Persons JAN 2019 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving AUG 2011 52.232-1 Payments APR 1984 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award Management OCT 2018 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.243-1 Changes--Fixed Price AUG 1987 52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984 52.247-45 F.O.B. Origin And/Or Destination Evaluation APR 1984 52.249-1 Termination For Convenience Of The Government (Fixed Price) (Short Form) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.203-7000 Requirements Relating to Compensation of Former DoD Officials SEP 2011 252.203-7005 Representation Relating to Compensation of Former DoD Officials NOV 2011 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support MAY 2016 252.215-7008 Only One Offer OCT 2013 252.225-7001 Buy American And Balance Of Payments Program-- Basic DEC 2017 252.225-7036 Buy American--Free Trade Agreements--Balance of Payments Program--Basic DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.232-7010 Levies on Contract Payments DEC 2006 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7023 Transportation of Supplies by Sea APR 2014 D. CLAUSES INCORPORATED BY FULL TEXT 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2019) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553). (5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)). (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.) X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note). X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note). X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644). X(26) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126). X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). X (28)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246). X (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793). X (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627). X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513). X (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) (31 U.S.C. 3332). (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.) N/A (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)). (iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91). (iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. (v) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17. (vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). (vii) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246). (viii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). (ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). (x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212). (xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40. (xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67). (xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67) (xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989). (xvii)52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658). (xviii) (A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a). (B) Alternate I (JAN 2017) of 52.224-3. (xix) 52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706). (xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. (xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64. (2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. (End of clause) 52.227-11 PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (MAY 2014) (a) As used in this clause-- Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.) Made means-- (1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or (2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics. Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute. Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. Subject invention means any invention of the Contractor made in the performance of work under this contract. (b) Contractor's rights. (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause. (2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f). (c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made. It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use. (2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period. (3) The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 m...