12639527R0001.pdf

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

CODE 16. ADMINISTERED BYCODE

X

X

325414

SIZE STANDARD:

% 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

11/10/2026 1700 CT

10/01/2026

STEPHEN TEES

(No collect calls)

INFORMATION CALL:

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

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12639527R0001

5. SOLICITATION NUMBER

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

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

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

MINNEAPOLIS MN 55401

SUITE410

250 MARQUETTE AVE

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

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

ISSUE DATE

11. DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

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.

Period of Performance: 12/01/2026 to 11/30/2044

0001 Foot and Mouth Disease (FMD) Vaccine Antigen Concentrate (VAC) purchase, storage, and conversion of Government owned VAC, and the direct purchase of finished vaccine in accordance with the incorporated terms and conditions, Statement of Work, and Price Schedule

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

DATED

ROBERT J. ZEGLIN

. 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

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.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

24 2 of

Foot and Mouth Disease (FMD) Vaccine Antigen Concentrate (VAC) 12639527R0001

Statement of Requirement The United States Department of Agriculture (USDA), Animal and Plant Health Inspection Service (APHIS) on behalf of the North American Foot and Mouth Disease Vaccine Bank (NAFMDVB) and the National Animal Vaccine and Veterinary Countermeasures Bank (NAVVCB) requires the purchase and storage of Foot and Mouth Disease (FMD) Vaccine Antigen Concentrate (VAC), conversion of Government owed VAC into usable vaccine, and the direct purchase of finished vaccine. The complete list of requirements is in Attachment 1 – Statement of Work.

Schedule of Items CLIN 0001 Foot and Mouth Disease (FMD) Vaccine Antigen Concentrate (VAC) purchase, storage, and conversion of Government-owned VAC, and the direct purchase of finished vaccine in accordance with the incorporated terms and conditions, Statement of Work, and Price Schedule.

See Attachment 2 - Price Schedule.

Technical Data Technical data and supporting documentation associated with this solicitation are available through the following sources:

1. Solicitation Attachments The following documents are included as attachments to this solicitation and can be accessed via the “Attachments/Links” section of the posting.

Attachment 1 – Statement of Work Attachment 2 – Price Schedule Attachment 3 – Past Performance Information Sheet

Ordering Procedures The following ordering procedures will apply to all orders issued under a resultant IDIQ contract:

a) All delivery orders are subject to the terms and conditions of the resultant IDIQ contract.

b) Only an authorized Government Contracting Officer may issue delivery orders under the resultant IDIQ contract.

c) No supplies or services shall be provided, and no payment will be made, unless authorized by a delivery order.

d) The contractor must not proceed with any work beyond the scope or dollar amount authorized in a delivery order.

e) Any modifications to a delivery order must be issued by an authorized Government Contracting Officer.

Order-Level Evaluation and Fair Opportunity

12639527R0001

(a) Fair Opportunity. For orders for which more than one IDIQ awardee is capable of satisfying the Government's requirement, the Government will provide each such awardee a fair opportunity to be considered, in accordance with FAR 16.507.

(b) Order Evaluation Factors. The solicitation for each order will identify the specific evaluation factors and their relative importance. These factors may include, but are not limited to:

i. Price, including applicable contract pricing, volume-based discounts, and any additional discounts offered;

ii. Guaranteed shelf-life;

iii. Delivery schedule; and

iv. Technical characteristics and ability to satisfy the specific requirement, including any applicable regulatory, quality, or other technical requirements.

(c) Basis for Selection. The Government will select the response that represents the best value to the Government based on the evaluation criteria stated in the order solicitation. For orders valued above the threshold identified in 16.507-5, the order solicitation will disclose the significant evaluation factors and their relative importance.

(d) Total Value Analysis. The Government may consider the total evaluated cost to the Government for an order rather than individual unit prices alone when determining the best value. This may include consideration of guaranteed shelf life, delivery requirements, applicable volume-discount thresholds, and other factors affecting the Government's overall cost and benefit. Any such methodology will be identified in the applicable order-level evaluation criteria.

(e) Exceptions to Fair Opportunity. The Government recognizes that certain FMD vaccine serotypes may be available from only one IDIQ awardee because of differences in manufacturing capability, regulatory approval, or other unique technical requirements.

Accordingly, in accordance with FAR 16.507-6, an order may be issued on a sole-source basis without providing fair opportunity when it is determined that only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized.

Period of Performance The contract will consist of five (5) one-year ordering periods for VAC and direct purchase of vaccine and an additional ordering period for the purchase only of finishing VAC purchased in the initial five years of the contract. Pricing provided for finishing must cover the possible guaranteed shelf-life duration, i.e., VAC ordered in year five with a 15-year shelf life would need pricing covering the full 15 years or more to allow for manufacture and replacement if VAC batch failure is encountered. The specific start and end dates for each ordering period will be established at the time of award.

The ordering periods are defined as follows:

Ordering Period 1: [One-year period to be inserted at time of award], est. 12/01/2026-11/30/2027 Ordering Period 2: [One-year period to be inserted at time of award], est. 12/01/2027-11/30/2028 Ordering Period 3: [One-year period to be inserted at time of award], est. 12/01/2028-11/30/2029 Ordering Period 4: [One-year period to be inserted at time of award], est. 12/01/2029-11/30/2030 Ordering Period 5: [One-year period to be inserted at time of award], est. 12/01/2030-11/30/2031

Conversion and Delivery Ordering Period:

The Government may direct the conversion of previously purchased VAC into finished vaccine for delivery up to this date: [Date to be inserted at time of award], est. 11/30/2044.

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.

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

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:

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

☒ 52.203-13 Contractor Code of Business Ethics and Conduct (Nov 2021) ☐ 52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011 ☐ 52.204-13 System for Award Management—Maintenance (Nov 2025) ☒ 52.204-91 Contractor identification (Nov 2025) ☒ 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2025) ☒ 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Sep 2025) ☒ 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) ☐ 52.219-6 Notice of Total Small Business Aside (Nov 2025)

☐ Alternate I (Mar 2020).

☐ 52.219-8 Utilization of Small Business Concerns (Nov 2025) ☐ 52.219-9 Small Business Subcontracting Plan (Nov 2025)

☐ Alternate III (Nov 2025) of 52.219-9.

☐ Alternate IV (Nov 2025) of 52.219-9

☐ 52.219-14 Limitations on Subcontracting (Nov 2025) ☐ 52.219-16 Liquidated Damages—Subcontracting Plan (Nov 2025) ☐ 52.219-33 Nonmanufacturer Rule (Nov 2025) ☐ 52.222-3 Convict Labor (June 2003) ☒ 52.222-19 Child Labor—Cooperation with Authorities and Remedies (Nov 2025) ☐ 52.222-35 Equal Opportunity for Veterans (Nov 2025)

☐ Alternate I (Jul 2014) of 52.222-35 ☐ 52.222-36 Equal Opportunity for Workers with Disabilities (Nov 2025)

☐ Alternate I (Jul 2014) of 52.222-36 ☐ 52.222-37 Employment Reports on Veterans (Nov 2025) ☐ 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010 ☐ 52.222-41 Service Contract Labor Standards (Aug 2018) ☐ 52.222-42 Statement of Equivalent Rates for Federal Hires (May 2014) ☐ 52.222-43 Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment

(Multiple Year and Option Contracts) (Aug 2018) ☐ 52.222-44 Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment

(May 2014) ☐ 52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ☐ 52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for

Certain Services-Requirements (Nov 2025) ☐ 52.222-54 Employment Eligibility Verification (Nov 2025) ☐ 52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2022) ☒ 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)

☐ Alternate I (May 2008) of 52.223-9 ☐ 52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Nov 2025) ☐ 52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Nov 2025) ☒ 52.223-23 Sustainable Products and Services (Nov 2025) ☐ 52.224-3 Privacy Training (Jan 2017)

☐ Alternate I (Jan 2017) of 52.224-3 ☐ 52.225-1 Buy American-Supplies (Nov 2025)

☐ Alternate I (Oct 2022) of 52.225-1 ☐ 52.225-3 Buy American--Free Trade Agreements--Israeli Trade Act (Nov 2025)

☐ Alternate II (Nov 2025) of 52.225-3.

☐ Alternate III (Nov 2025) of 52.225-3.

☐ Alternate IV (Oct 2022) of 52.225-3

☒ 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) ☐ 52.225-26 Contractors 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) ☐ 52.229-12 Tax on Certain Foreign Procurements ☐ 52.232-29 Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) ☐ 52.232-30 Installment Payments for Commercial Products and Commercial Services (Nov 2021) ☐ 52.232-33 Payment by Electronic Funds Transfer— System for Award Management (Oct 2018) ☒ 52.232-34 Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) ☐ 52.232-36 Payment 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) ☒ 52.240-93 Basic Safeguarding of Covered Contractor Information Systems (No 2025) ☐ 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2025)

☐ Alternate I (Apr 2023) of 52.247-64.

☐ Alternate II (Nov 2021) of 52.247-64

Other Applicable Clauses 52.245-1 Government Property (Sept 2021) 52.245-9 Use and Charges (Apr 2012) 52.247-34 F.O.B. Destination (Jan 1991)

52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through five (5) years. This ordering period limitation does not apply to orders for the conversion and delivery of previously purchased FMD VAC, which may be requested at any time prior to the material's guaranteed shelf-life expiration date. The specific ordering period dates will be inputted at the time of award.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 1 million doses, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of 200 million doses;

(2) Any order for a combination of items in excess of 200 million doses; or

(3) A series of orders from the same ordering office within 180 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 180 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-22 Indefinite Quantity

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options to be exercised after the ordering period of this contract but before the end of the period of performance of the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering period; provided, that the Contractor shall not be required to make any deliveries under this contract after the final contract completion date, which is defined as the latest guaranteed shelf-life expiration date applicable to any FMD VAC purchased under this contract.

(End of clause)

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:

(1) 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.

(2) 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.

(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:

1. 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.

2. 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:

(1) 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.

(2) Requires the Government to indemnify the contractor or any other entity.

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

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

(5) 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.

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

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

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

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

(10) 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.

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

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

(13) 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.

(14) 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.

(15) 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.

(16) 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.

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

(18) 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.

(19) 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.

(20) Utilizes artificial intelligence or algorithmic tools that produce decisions, recommendations, or outputs affecting contract performance without providing transparency, explainability, auditability, and bias‑mitigation consistent with applicable Federal law and policy.

(21) 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.

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

(End of Clause)

452.216-74 Ceiling Price (Apr 2026)

The ceiling price of this contract is $800,000,000.00. The contractor must not make expenditures nor incur obligations in the performance of this contract, which exceeds the ceiling price specified herein, except at the contractor's own risk.

(End of Clause)

Solicitation Information

Award Type The Government anticipates awarding multiple Indefinite-Delivery, Indefinite-Quantity (IDIQ) contracts with Firm-Fixed-Price (FFP) delivery orders as a result of this synopsis/solicitation.

The total duration of each IDIQ contract will be 18 years from the date of award. This contract structure is comprised of:

A five-year ordering period for the purchase and storage of FMD Vaccine Antigen Concentrate (VAC) and the direct purchase of finished vaccine.

An extended ordering period of up to 18 years for the conversion and delivery of Government-owned VAC into finished usable vaccine.

The Government reserves the right to make more than one award if it is determined that multiple awards will result in the best value to the Government.

Solicitation Amendments Vaccine production is a rapidly evolving field. As such, the Government reserves the right to amend the technical requirements of this solicitation at any time during the solicitation period. Contracts already awarded under this solicitation will not be subject to the changes outlined in an amendment except through a bilateral contract modification.

On-Ramp Provisions The Government intends to maintain a competitive and capable pool of IDIQ holders throughout the period of performance. To achieve this, the Government reserves the right to announce and issue a new solicitation for these requirements for the purpose of increasing competition and adding new sources.

Any new proposals received will be evaluated against the same criteria established in the initial solicitation. To be eligible for an on-ramp award, a proposal must meet all minimum requirements of the solicitation. An on-ramp award remains at the discretion of the Contracting Officer and is not guaranteed.

Offerors who previously submitted an unsuccessful proposal are encouraged to resubmit a new proposal for consideration, particularly if their capabilities have materially changed (e.g., receiving a new license or permit). Any resulting contract awarded will include the same terms and conditions as those held by the original awardees.

Evaluation and Basis for Award FAR Clause 52.212-2 is included in the solicitation as follows:

52.212-2 Evaluation-Commercial Items Nov 2025

(a) Evaluation factors. The Government will award one or more contracts resulting from this solicitation to the responsible Offeror or Offerors whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors will be used to evaluate offers:

Factor 1 - Technical Capability Factor 2 - Past Performance Factor 3 - Price

The non-price factors, Technical Capability and Past Performance, are equal in importance and will be used to determine the relative technical ranking of Offerors. Price will not be assigned an adjectival rating and will be evaluated to determine whether the proposed price is fair and reasonable.

Factor 1 - Technical Capability Evaluation Each Offeror’s technical proposal shall be evaluated based on the information provided by the Offeror. The proposal will be evaluated to determine if the Offeror provides a sound, compliant, and fully supported approach that demonstrates thorough knowledge and understanding of the complexities of FMD vaccine manufacturing and all applicable regulatory requirements. The Government will assess the Offeror’s proposal for full capability and compliance to meet all requirements.

The Government will assess the Offeror’s technical documentation and capability evidence to determine full compliance with all requirements, including verification that all mandatory data and documentation are on file with the Center for Veterinary Biologics (CVB). The Government will also evaluate any inherent risk associated with the Offeror’s technical submission and the likelihood of successful performance.

The Offeror shall identify any risks associated with the proposed approach and provide clearly defined mitigation actions.

Technical Approach Elements The Offeror must provide sufficient documentation to demonstrate full capability to meet all program requirements. At a minimum, proposals must include:

1. Documentation that the Offeror has demonstrated the ability to access field strains, or engineer Master Seed Viruses (MSV), that can be used to manufacture vaccines against FMD field strains. This should include a listing of all FMD products the Offeror currently has the ability to offer.

2. Documentation that applicable and approved MSV and propagation cell line data are on file at the Center for Veterinary Biologics (CVB).

3. Copy of a United States Veterinary Biological Product License or Permit for Distribution and Sale issued by the USDA, or evidence an application has been submitted to the CVB.

4. Documentation that safety data demonstrating an acceptable safety profile are on file at the

CVB.

5. Documentation, if applicable, that an inactivation kinetics study report demonstrating inactivation methods/procedures are effective has been found acceptable by the CVB.

6. Documentation, if applicable, that National Environmental Protection Act data are on file at the CVB.

7. Documentation that efficacy data, or reasonable expectation of efficacy data, are on file at the

CVB.

8. Documentation that Outlines of Production (OOP) prepared according to 9 CFR § 114.9 are on file at CVB.

9. Documentation that facility documents (e.g., blueprints, blueprint legends, plot plans, plot plan legends) are on file at the CVB and the facility documents show the Offeror has a suitable manufacturing facility.

Factor 2 - Past Performance Evaluation Past Performance will be evaluated IAW FAR 15.104 (b)(3). The Past Performance evaluation will assess the confidence in the Offeror’s ability to successfully accomplish the proposed effort based on the Offeror’s demonstrated past performance and experience. The Offeror shall provide all past performance information on the solicitation attachment titled “Past Performance Information Sheet.”

Offerors shall provide completed Past Performance Information Sheets for two (2) relevant contracts (references) completed within the preceding five (5) year period. If no relevant contracts are available, the two (2) most recent contracts completed in the last five (5) years shall be used. Contracts (references) listed may include those with the Federal Government, State and Local Governments or their agencies, and Commercial Customers. If an Offeror has no relevant past performance history, the Offeror must affirmatively state that it possesses no relevant past performance history. Offerors with no relevant past performance history will receive a neutral past performance assessment, which will not be evaluated favorably or unfavorably.

The Government will evaluate the Offeror’s demonstrated record of performing work in full compliance with USDA and CVB regulatory requirements for veterinary biologics manufacturing, including the ability to supply FMD VAC products that meet potency, safety, efficacy, sterility, and facility compliance standards.

The recency and relevancy of the information, the source of the information, context of the data and general trends in the Contractor’s performance will be considered. For purposes of this evaluation, recency is defined as active or completed efforts performed within the past five (5) years. The Government will make an independent determination of relevancy of the data provided or obtained.

A relevancy determination will be made for each of the two (2) submitted contracts for each Offeror.

The Government is not bound by the Offeror’s opinion of relevancy. The following relevancy criteria apply:

Relevant Past Performance/Experience that involved essentially the same magnitude of effort and complexities that this solicitation requires. The effort must have included demonstrated performance directly aligned with the required Technical Capability elements of this solicitation stated under Factor 1 – Technical Capability Evaluation.

Not Relevant Past Performance efforts that did not demonstrate performance aligned with the Technical Capability elements under Factor 1, including any effort showing only partial, limited, or no similarity to the magnitude of effort or complexities required by this solicitation.

The Government may also use information available from past contracts/purchase orders with the USDA, and any information found using sources such as Federal Government sources, Contractor Performance Assessment Reporting System (CPARS). The Government reserves the right to limit or expand the number of references it decides to contact and to contact references other than those provided by the Offeror.

Factor 3 - Price Evaluation To facilitate uniformity in evaluation, Offerors shall use the attached spreadsheet titled “Attachment 2 – Price Schedule” to provide pricing. The Offeror must provide the price per dose and the guaranteed shelf life for all FMD VAC items and finished vaccine items. Failure to provide pricing for these items may result in a proposal being excluded from further consideration.

FMD VAC may be ordered in large quantities; therefore, Offerors are encouraged to provide a discount schedule based on the quantity in any given order. The quantity used when determining a bulk discount should apply to the total quantity ordered simultaneously, even if orders are divided across multiple orders for administrative purposes.

The Offeror’s proposal will be evaluated using one or more of the techniques defined in FAR 15.404-1, to determine if it is fair and reasonable. Price will be evaluated using the per-dose per-year of guaranteed shelf-life formula:

Price per dose of VAC / number of years of guaranteed shelf life

For example, if an Offeror proposes $0.50 per dose of VAC with a 10-year guaranteed shelf life, the evaluated price would be $0.05.

VAC finishing pricing and direct purchase of vaccine pricing will be evaluated using per dose pricing.

Evaluation Method

All proposals will be evaluated to identify the Offerors presenting the most technically advantageous solutions based on the stated evaluation criteria. The Government will evaluate the non-price factors, Technical Capability and Past Performance, to determine the relative technical ranking of Offerors.

The Government will evaluate prices in order of technical ranking, beginning with the highest technically rated Offeror, to determine whether proposed prices are fair and reasonable in accordance with FAR Subpart 15.4. If an Offeror’s price is determined fair and reasonable, the proposal will be selected for award, provided the Offeror meets all solicitation and responsibility requirements.

If an Offeror’s price is not determined fair and reasonable, the Government will consider the next highest technically rated Offeror and evaluate that Offeror’s price for fairness and reasonableness.

This process will continue in descending order of technical ranking until the Government identifies the Offerors selected for award.

The Government reserves the right to conduct negotiations if determined necessary.

Award will not necessarily be made to the lowest-priced Offeror. Tradeoffs will not be conducted.

FAR Clause 52.212-2 (Continued from page 11)

(b) Options (if applicable). The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. The evaluation of options does not obligate the Government to exercise the option(s).

(c) Notice of award. A written notice of award or acceptance of an offer furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

Delivery Information

All offers must be submitted on an F.O.B. Destination basis. The Government will not consider offers submitted on an F.O.B. Origin basis. The proposed price for each item must be inclusive of all shipping and delivery costs to the Government's designated facility.

52.252-1 Solicitation Provisions Incorporated by Reference Feb 1998 This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

52.212-1 Instructions to Offerors - Commercial Products and Commercial Services (Nov 2025)

FAR 52.212-1 is amended as follows:

Proposal Preparation Instructions

a) General Formatting Requirements: All proposal…