12639526P0263.pdf

IPP

via www ipp gov

Invoice Processing Platform (IPP) electronically through the All invoices must be submitted Invoice Processing Platform (IPP)

336-465-0939

1102062487#

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

APHIS-MN-126395

MINNEAPOLIS MN 55401

SUITE410

250 MARQUETTE AVE

USDA APHIS

APHIS-WS-HI-DO-92KF CODE 16. ADMINISTERED BYCODE

X

X

812910

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED ORAPHIS-MN-126395

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

612-336-3465TODD BIERL

12639526P0263

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 20 1174563OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

FRANKLINVILLE NC 27248-8615

2464 NC HIGHWAY 22 N

Attn: GWEN KUYKENDALL

KUYKENDALL'S BORDER COLLIES, LLC

17a. CONTRACTOR/

See Schedule

15. DELIVER TO

MINNEAPOLIS MN 55401

SUITE410

250 MARQUETTE AVE

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$9

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

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

USDA APHIS

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

DELIVER TO:

KAUAI DISTRICT OFFICE

3901 MOKULELE LOOP, BOX 20

USDA-APHIS-WS

LIHUE AIRPORT

LIHUE HI 96766 US

UEI: JKF9A1YNZDP8

Procurement of two (2) fully trained Border Collies from Kuykendall Border Collies, LLC to Perform Wildlife Damage Management for the

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

$26,400.00

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

TODD K. BIERL

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Hokuala Resort K9 Project.

The H¿k¿ala Resort is a property adjacent to

Lihue Airport, the Part-139 airport servicing the island of Kauai. The presence of the Hawaiian goose or n¿n¿ (Branta sandvicensis) poses considerable bird aircraft strike hazard risk to the daily operations at the airport, threatening human health and safety. The mission of the

H¿k¿ala Resort K9 Hazing Project is to reduce the presence and numbers of n¿n¿ using the land and airspace surrounding the airport to increase traveler safety and minimize property damage costs. Border collies are the only K9 approved by the U.S. Fish and Wildlife Service to perform hazing actions on the n¿n¿. Because of the optics and restrictions of the popular and heavily trafficked H¿k¿ala Resort, traditional hazing methods are not approved for use on the property.

Association (ABCA) certified and trained K9s.

Please see the Justification for Other than Full and Open Competition (JOFOC), Attachment A and

Attachment B. Per the U. S. Fish and Wildlife

Service Environmental Assessment for the H¿k¿ala

Resort project, ABCA certified and trained K9s only are approved for hazing the ESA-listed n¿n¿.

Because Hawai¿i is rabies free, there is State of

Hawai`i law requiring a rabies titer be conducted

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

20 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 20

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

KUYKENDALL'S BORDER COLLIES, LLC

(A) (B) (C) (D) (E) (F)

12639526P0263 on the K9 120 days before it can be admitted into the state. Additionally, the K9s require a health certificate specific to Hawaii.

Vendor POC- Gwen Kuykendall gwen@kuykendallbc.com 336-465-0939

Program POC- Tessa Broholm

Tessa.Broholm@usda.gov 808-272-1152

I am out of the office and unavailable thru 11

September. In my absence, please reach out to

Clifton Silva (808-645-7078 or clifton.k.silva@usda.gov) for Kauai District matters; for biological oversight, please reach out to Darrin Phelps (808-306-7080 or darrin.m.phelps@usda.gov).

Delivery: 03/31/2027

Accounting Info:

FMMI Account: AP00.25XXWSWR1515REIMBPOOLWSWR15

BOC: 3150

Period of Performance: 09/09/2026 to 03/31/2027

0001 Two (2) fully trained Border collies 2 EA 13,200.00 26,400.00

Contract Type: FIRM-FIXED-PRICE

Todd K. Bierl

(Major Program Contracting Officer)

Emergency Acquisition

Marketing and Regulatory Program Business (MRPBS)

Acquisition and Asset Management Division (AAMD)

Acquisition Branch

Animal and Plant Health Inspection Service (APHIS)

Office#(612)336-3465

Cell# (612)500-1321/(763)286-8084

The total amount of award: $26,400.00. The obligation for this award is shown in box 26.

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

12639526P0263 4

Procurement of two (2) fully trained Border Collies from Kuykendall Border Collies, LLC to Perform Wildlife Damage Management for the Hokuala Resort K9 Project

Project Hōkūala Resort K9 Hazing Project General Information 1.0 Scope of Work Provide a brief statement of the overall project, including goals and objectives. The Hōkūala Resort is a property adjacent to Lihue Airport, the Part-139 airport servicing the island of Kauai. The presence of the Hawaiian goose or nēnē (Branta sandvicensis) poses considerable bird aircraft strike hazard risk to the daily operations at the airport, threatening human health and safety. The mission of the Hōkūala Resort K9 Hazing Project is to reduce the presence and numbers of nēnē using the land and airspace surrounding the airport to increase traveler safety and minimize property damage costs.

Border collies are the only K9 approved by the U.S. Fish and Wildlife Service to perform hazing actions on the nēnē. Because of the optics and restrictions of the popular and heavily trafficked Hōkūala Resort, traditional hazing methods are not approved for use on the property. 2.0 Background Provide a general description of the requirement, describing the acquisition history (if applicable), the current environment, and the vision of the future of the requirement. If information technology is a factor, provide pertinent technical facts. The nēnē are attracted to nesting habitat at the Hōkūala Resort, a property adjacent to the Lihue Airport (LIH) and resting between the two active runways.

The major objective is to prevent nēnē from nesting at Hōkūala to reduce the risk of bird aircraft strikes through a hazing program authorized by the USFWS and funded by the Hawaii Department of Transportation - Airports. APHIS-WS coordinates the reduction of wildlife strike hazards by hazing the nēnē out from, or away from, Hōkūala property and other land surrounding LIH. APHIS-WS conducts hazing activities to protect the endangered nēnē, and provide flight safety, protecting human health and property.

Contractor Requirements 3.0 Technical Requirements / Tasks USDA Wildlife Services Hawai`i requests a single source vendor for the acquisition of two American Border Collie Association (ABCA) certified and trained K9s. Please see the Justification for Other than Full and Open Competition (JOFOC), Attachment A and Attachment B. Per the U. S. Fish and Wildlife Service Environmental Assessment for the Hōkūala Resort project, ABCA certified and trained K9s only are approved for hazing the ESA-listed nēnē. Because Hawai’i is rabies free, there is State of Hawai`i law requiring a rabies titer be conducted on the K9 120 days before it can be admitted into the state.

Additionally, the K9s require a health certificate specific to Hawai`i. Border collies shall be fully trained as goose-dogs, with a strong desire to work and the ability to work long hours. The Border collies shall be of stable temperament, with ready response to voice and whistle commands; they shall be socialized to the public. The Border collies shall have experience and training in both pastures and water and shall have both firearm

12639526P0263 5 and pyrotechnic desensitization. The Border collies shall also be trained to operate out of both golf carts and vehicles. Additional requirements can be found in Attachment C.

4.0 Government Furnished N/A 5.0 Deliverables / Schedule K9s shall be procured by August 1, 2026 with arrival to the island of Kauai, HI prior to the beginning of the breeding season (September 2026). 6.0 Travel Identify any travel requirements, locations involved, number of trips (if known), and duration of anticipated travel. Specify responsibility for travel reimbursement, e.g., the contractor or the Government. If the travel will be reimbursed by the Government, discuss the method of reimbursement, e.g., in accordance with Federal/agency travel regulations. State the Government official authorized to approve contractor travel, e.g., the Contracting Officer or Contracting Officer Representative.

USDA Wildlife Services K9 handlers shall travel to North Carolina for five days of training on site with the Kuykendalls. During this time, handlers will learn the key skills to successfully work with the ABCA-certified border collies, as well as begin bonding with their assigned K9 before returning to Kauai with their K9. Travel requirements have been separately budgeted into the work financial plan for the Hokuala Resort K9 Hazing Project.

7.0 Contractor’s Key Personnel

See Attachment B.

8.0 Security Requirements

Specify security requirements that apply to the contract performance. Specify the level of clearances required and identify positions that are applicable.

N/A

9.0 Data Rights

If data is to be produced, furnished, acquired, or used in meeting contract requirements, delineate the respective rights and obligations of the government and the contractor regarding the use, production, and disclosure of that data.

N/A

10.0 Section 508 – Electronic and Information Technology Standards

When information technology is to be acquired, include language describing Section 508 requirements.

N/A

Attachment

12639526P0263 6

This announcement constitutes the only solicitation.

Solicitation number 1174563 Procurement of two (2) fully trained Border Collies from Kuykendall Border Collies, LLC to Perform Wildlife Damage Management for the Hokuala Resort K9 Project

This acquisition is set-aside for small business concerns. The applicable North American Industry Classification Standard Code is 812910. The small business size standard is $9.

Federal Acquisition Regulation (FAR) and United States Department of Agriculture Acquisition Regulation (AGAR) Clauses and Provisions

The clauses and provisions contained herein are applicable to any order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the order in accordance with (IAW) FAR 12.201- 1(b)(2) constitutes acceptance of all terms and conditions contained herein.

As part of the Revolutionary FAR Overhaul (RFO), system updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in this solicitation.

Contracting officers will rely on representations from offers based on provisions in the solicitation. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

Federal Acquisition Regulation (FAR) and United States Department of Agriculture Acquisition Regulation (AGAR) Clauses and Provisions

The clauses and provisions contained herein are applicable to any order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the order in accordance with (IAW) FAR 12.201- 1(b)(2) constitutes acceptance of all terms and conditions contained herein.

As part of the Revolutionary FAR Overhaul (RFO), system updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in this solicitation.

Contracting officers will rely on representations from offers based on provisions in the solicitation. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

12639526P0263 7

52.252-2 Clauses Incorporated by Reference Feb 1998

This solicitation 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 the clause may be accessed electronically at Internet address https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

The following clauses are mandatory in all solicitations and contracts - Do not delete these.

52.212-4 Terms and Conditions—Commercial Products and Commercial Services (Nov 2025)

52.203-17 Contractor Employee Whistleblower Rights (Nov 2023)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

52.222-50 Combating Trafficking in Persons (Nov 2025)

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Mar 2023)

52.233-3 Protest After Award (Sep 2025)

52.233-4 Applicable Law for Breach of Contract Claim (Sep 2025)

52.240-91 Security Prohibitions and Exclusions (Nov 2025)

52.244-6 Subcontracts for Commercial Products and Commercial Services (Nov 2025)

The following clauses are applicable if checked: You can either leave all clauses and check the boxes of the ones that apply or delete the clauses that do not apply. If you delete lines, you will need to right-click on the box and select “remove content control” before it will delete.

☐ 52.203-6 Restrictions on Subcontractor Sales to the Government (Jun 2020) with Alternate I (Nov 2021) of 52.203-6

☐ 52.203-13Contractor Code of Business Ethics and Conduct (Nov 2021) https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

12639526P0263 8

☐ 52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

X 52.204-13 System for Award Management—Maintenance (Nov 2025)

☐ 52.204-91Contractor identification (Nov 2025)

X 52.209-6 Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2025)

X 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Sep 2025)

X 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Sep 2025)

☐ 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Nov 2025)

X 52.219-6 Notice of Total Small Business Aside (Nov 2025)

☐ 52.219-8 Utilization of Small Business Concerns (Nov 2025)

☐ 52.219-9 Small Business Subcontracting Plan (Nov 2025)

☐ 52.219-14 Limitations on Subcontracting (Nov 2025)

☐ 52.219-16Liquidated Damages—Subcontracting Plan (Nov 2025)

☐ 52.219-33 Nonmanufacturer Rule (Nov 2025)

X 52.222-3 Convict Labor (June 2003)

X 52.222-19 Child Labor—Cooperation with Authorities and Remedies (Nov 2025)

☐ 52.222-35Equal Opportunity for Veterans (Nov 2025)

X 52.222-36 Equal Opportunity for Workers with Disabilities (Nov 2025)

☐ 52.222-37Employment Reports on Veterans (Nov 2025)

☐ 52.222-40Notification of Employee Rights Under the National Labor Relations Act (Dec 2010

☐ 52.222-41Service Contract Labor Standards (Aug 2018)

☐ 52.222-42Statement of Equivalent Rates for Federal Hires (May 2014)

☐ 52.222-43Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (Aug 2018)

12639526P0263 9

☐ 52.222-44 Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014)

☐ 52.222-51Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014)

☐ 52.222-53Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (Nov 2025)

☐ 52.222-54Employment Eligibility Verification (Nov 2025)

☐ 52.222-62Paid Sick Leave Under Executive Order 13706 (Jan 2022)

X 52.222-90 Addressing DEI Discrimination by Federal Contractors (Apr 2026)

☐ 52.223-2 Reporting of Biobased Products Under Service and Construction Contracts (Nov 2025)

☐ 52.223-9 Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 2008)

☐ 52.223-11Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Nov 2025)

☐ 52.223-12Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Nov 2025)

☐ 52.223-23Sustainable Products and Services (Nov 2025)

12639526P0263 10

☐ 52.224-3 Privacy Training (Jan 2017)

X 52.225-1 Buy American-Supplies (Nov 2025)

☐ 52.225-3 Buy American--Free Trade Agreements--Israeli Trade Act (Nov 2025)

☐ 52.225-5 Trade Agreements (Nov 2023)

☐ 52.225-19 Contractor Personnel in a Designated Operational Area or Supporting a Diplomatic or Consular Mission outside the United States (May 2020)

☐ 52.225-26Contractors Performing Private Security Functions Outside the United States (Oct 2016)

☐ 52.226-4 Notice of Disaster or Emergency Area Set-Aside (Nov 2007)

☐ 52.226-5 Restrictions on Subcontracting Outside Disaster or Emergency Area (Aug 2025)

☐ 52.229-12Tax on Certain Foreign Procurements

☐ 52.232-29Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021)

☐ 52.232-30Installment Payments for Commercial Products and Commercial Services (Nov 2021)

12639526P0263 11

X 52.232-33 Payment by Electronic Funds Transfer— System for Award Management (Oct 2018)

☐ 52.232-34Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013)

☐ 52.232-36Payment by Third Party (Nov 2025)

☐ 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)

☐ 52.237-3 Continuity of Services (Jan 1991)

☐ 52.240-92 Security Requirements (Nov 2025)

☐ 52.240-93Basic Safeguarding of Covered Contractor Information Systems (No 2025)

☐ 52.247-64Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2025)

Other Applicable Clauses

52.216-21 Requirements (Nov 2025)

52.217-8 Option to Extend Services (Nov 1999) 30 calendar days prior to contract expiration

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

(a) 30 Calendar days prior to contract expiration and 60 days (c) five years.

12639526P0263 12

52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)

52.245-1 Government Property (Sep 2021)

52.245-2 Government Property

52.247-34 F.O.B. Destination (Jan 1991)

AGAR Clauses

452.203-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (May 2026)

(a) By entering into this contract, the contractor certifies that:

It is compliant with all applicable Federal anti-discrimination laws and the Equal Protection principles of the U.S. Constitution, and it will remain compliant for the duration of the contract.

Neither it nor any subcontractor or teaming partner operates or funds any program, policy, or initiative that promotes DEI in a manner that violates any applicable Federal anti-discrimination laws, including but not limited to Title VI and VII of the Civil Rights Act of 1964, or the Equal Protection principles of the U.S. Constitution, and the contractor and any subcontractor or teaming partner will not do so for the duration of the contract.

(b) If the contractor participates in, facilitates, or funds programs that implicate Title VI of the Civil Rights Act of 1964 or Title IX of the Education Amendments of 1972, as amended, including but not limited to grants to or for schools, colleges, universities, 4-H programs, non-governmental organization (NGO) programs, sports programs, and education-related grants to prisons or other detention facilities, the contractor certifies that it will remain compliant with those laws, including the requirements set forth in Executive Order 14168, Defending Women from Gender Ideology Extremism and Restoring Biological Truth to the Federal Government, and Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity.

12639526P0263 13

(c) The contractor affirms that the above requirements are conditions of payment that go to the essence of the contract and are therefore material terms of the contract.

Payments under the contract are predicated on compliance with the above requirements, and therefore the contractor is not eligible for funding under the contract or to retain any funding under the contract absent compliance with the above requirements.

(d) This certification reflects a change in the Government’s position regarding the materiality of the foregoing requirements and therefore any prior payment of similar claims does not reflect the materiality of the foregoing requirements to this contract.

(e) Submission of a knowing false statement relating to contractor’s compliance with the above requirements and/or eligibility for the contract may subject the contractor to liability under the False Claims Act, 31 U.S.C. § 3729, and/or criminal liability, including under 18 U.S.C. §§ 287 and 1001.

(f) The contractor must include the provisions of this clause in all subcontract solicitations.

(g) Failure on the part of the contractor or its subcontractors to comply with the terms of this clause may be grounds for the Contracting Officer to terminate this contract for default.

(End of Clause)

AGAR 452.203-72 Unenforceable Supplier Terms (MAY 2026)

(a) Definitions.

Supplier terms mean provisions customarily drafted by vendors of supplies or services and intended to create a binding legal obligation on the end user. The term applies:

12639526P0263 14

Regardless of the format or style of the document. For example, supplier terms may appear in standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order or otherwise become effective after the contract date.

Regardless of the media or delivery mechanism used. For example, supplier terms may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.

(b) Applicability. When any supply or service acquired under this contract is subject to supplier terms, the supplier terms are deemed part of the contract only to the extent they are consistent with this clause. Supplier terms that conflict with any part of this clause, the contract, or Federal law are void and will not be considered incorporated into a contract, even if they are physically present in a contract documentation or systems.

In the event of any inconsistency between supplier terms and this contract, this clause and the terms of the Government contract must govern and supersede any supplier terms in all cases.

(c) Authorization Required. Notwithstanding any other provision, no supplier terms must be binding on the Government unless the term is expressly authorized on the USDA Supplier Terms Authorization Form signed by the Contracting Officer, and the completed Authorization Form has been incorporated into the contract.

(d) Unenforceable Terms. Any supplier terms that impose obligations or restrictions inconsistent with applicable Federal law are unenforceable against the Government and deemed stricken from the agreement. This includes, but is not limited to, any clause that:

Requires the Government to pay future fees, penalties, interest, legal costs, early‑termination fees, cancellation fees, minimum purchase commitments, true‑up payments, seat‑count minimums, usage minimums, continued‑use charges, or any other financial obligation not expressly authorized by the contract.

12639526P0263 15

Requires the Government to indemnify the contractor or any other entity.

Restricts the Government’s ability to obtain similar supplies or services from another source.

Imposes any penalty, financial or otherwise, based on the Government’s decision not to exercise an option.

Subjects the United States Government to the laws of any U.S. state, territory, district, municipality, or foreign nation, except where Federal law expressly permits such application.

Requires dispute resolution in a forum or venue other than one prescribed by applicable Federal law.

Establishes a period of limitations for bringing an action that differs from that provided by applicable Federal law.

Grants the contractor rights to use, mine, access, aggregate, analyze, or otherwise exploit Government data, usage data, or metadata.

Deems the Government to have accepted initial or revised terms based on silence, continued performance, or failure to object.

Grants the supplier the right to audit Government facilities, systems, records, or use of the product or service, except as expressly authorized by the contract and applicable Federal law.

Requires the Government to accept supplier security requirements, network access requirements, monitoring, penetration testing, or other technical or security measures.

12639526P0263 16

Permits the supplier to suspend, degrade, or terminate access to products or services based on alleged non‑payment, alleged breach, automated security triggers.

Limits the Government’s right to use, install, access, test, evaluate, or transfer the licensed product or service in any manner consistent with the contract and Federal law.

Requires the Government to store, process, maintain, or transmit data in a particular geographic location, or permits the supplier to transfer Government data outside the United States, except as expressly authorized by applicable Federal law.

Authorizes the supplier to use the Government’s name, seal, trademark, logo, or any reference to the Government as an end user or customer for marketing, publicity, promotional activities, press releases, or similar purposes.

Incorporates by reference, or requires the Government to accept, terms or conditions imposed by any third party, subcontractor, or upstream service provider, unless such terms are expressly incorporated into the contract by bilateral modification.

Limits, conditions, or negates the contractor’s performance obligations, service levels, or remedies through a supplier‑provided service level agreement (SLA).

Uses Government data, usage data, metadata, prompts, content, or interactions to train, fine‑tune, improve, or derive any artificial intelligence, machine learning, or automated decision‑making model.

Subjects the Government to automated decision‑making, automated risk scoring, automated content moderation, or any algorithmic process that may affect access, performance, or rights under the contract.

Utilizes artificial intelligence or algorithmic tools that produce decisions, recommendations, or outputs affecting contract performance without providing

12639526P0263 17 transparency, explainability, auditability, and bias‑mitigation consistent with applicable Federal law and policy.

Profiles, tracks, or analyzes Government user behavior, preferences, communications, or interactions for personalization, marketing, or algorithmic optimization purposes.

(e) Non-binding Actions. Neither the Government nor any Government authorized end user is deemed to have consented to any term, condition, or clause by virtue of its inclusion in the supplier agreement or through the use of clickwrap, browsewrap, “I agree” mechanisms, or similar means. Execution of such mechanisms does not bind the Government or its authorized end users to any unenforceable terms.

(f) End user. The supplier agreement must bind the ordering activity as the end user to the extent it does not conflict with the terms of this clause, but it must not bind or impose personal liability on any Government employee or any person acting on behalf of the Government in their personal capacity.

(g) Law and disputes. The supplier agreement is governed by Federal law.

(h) Statutory exception. This clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(i) Continued performance. The supplier or licensor must not unilaterally revoke, terminate, or suspend any rights granted to the Government except as allowed by the contract. If the supplier or licensor believes the ordering activity to be in breach of the supplier agreement, it must pursue its rights under the Contract Disputes Act or other applicable Federal statute while proceeding diligently with performance, pending final resolution of any dispute in accordance with the Disputes Clause at FAR 52.212‑4(d) or FAR 52.233‑1, as applicable.

(j) Arbitration. Binding arbitration must not be used unless specifically authorized by agency guidance.

12639526P0263 18

(k) Equitable or injunctive relief. Equitable or injunctive relief, including the award of attorney fees, costs, or interest, may be awarded against the United States Government only when explicitly provided by statute (e.g., the Prompt Payment Act or the Equal Access to Justice Act).

(l) Revisions to supplier agreements. Any revisions to the supplier agreement must be incorporated into the contract using a bilateral modification. Unilateral revisions are not binding on the Government.

(m) No automatic renewals. If any license or service tied to periodic payment is provided under the supplier agreement (e.g., annual software maintenance or annual lease term), such license or service must not renew automatically upon expiration of its current term without prior express written consent from an authorized Government representative.

(n) Indemnification. Any clause of the supplier agreement requiring the supplier or licensor to defend or indemnify the end user is amended to provide that the U.S.

Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(o) Taxes or surcharges. Any taxes or surcharges which the supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the associated Government contract or order and must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed otherwise.

(p) Non‑assignment. The supplier agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government’s prior approval, except as expressly permitted by FAR 52.212-4(b) or FAR 52.232-23, as applicable.

(q) Confidential information. If the supplier agreement includes a confidentiality clause, such clause is amended to state that neither the agreement nor the contract price list, as applicable, must be deemed “confidential information.” Issues regarding release of

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“unit pricing” will be resolved consistent with the Freedom of Information Act.

Notwithstanding anything in the supplier agreement to the contrary, the Government may retain any confidential information as required by law, regulation, or its internal document retention procedures for legal, regulatory, or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of the supplier agreement.

(r) Conflict with Federal law. If any other language, provision, or clause of the supplier agreement conflicts or is inconsistent with Federal law or the terms and conditions of this contract, such language, provisions, or clauses will be considered null and void and will not be binding on the United States Government.

(End of Clause)

452.204–70 Modification for Contract Closeout (Apr 2026)

(a) If unliquidated funds in the amount of $1000 or less remain on the contract, the Contracting Officer (Contracting Officer) may issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but is not required to provide a signature. The Contracting Officer will immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

(b) For commercial contracts not exceeding the simplified acquisition procedure threshold under FAR 12.001(c), if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification. Only the modification requires the contractor’s signature, though a Release of Claims may be requested. If the required documents are not returned within 60 days, the Contracting Officer will issue unilateral modification and proceed with closeout once performance is complete, acceptance is confirmed, and final payment is made.

(c) For all other non-commercial or non–cost‑reimbursement contracts, if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification and a Release of Claims, both requiring contractor

12639526P0263 20 signature. If these documents are not returned within 120 days, the Contracting Officer will issue unilateral modification u and proceed with closeout upon completion of performance, acceptance, and final payment.

(End of Clause)