Amendment 0003 - 1333ND26RNB190014.pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

Previous edition unusable

The purpose of this amendment is to:

1. Extend the deadline for receipt of quotations to 1:00PM ET on August 7, 2026.

2. Schedule an additional site visit for prospective Quoters. The site visit is scheduled for 9:00AM ET on July 27, 2026. See the attached “Information Regarding Site Visit and RFIs” for details.

3. Extend the deadline for submission of Questions and Requests for Information (RFIs) to July 29, 2026. See the attached “Information Regarding Site Visit and RFIs” for details.

4. Replace Sections L.1- Instructions to Offerors, and Section M.1 Basis for Award, of the solicitation. Quoters shall prepare and submit quotations in accordance with the amended instructions and evaluation criteria contained in this amendment.

5. Make the following changes regarding provisions and clauses:

• Incorporate RFO clause 52.214-4 TERMS AND CONDITIONS – COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES into Section I.50 in full text.

• Delete clause I.47 - 52.249-10 DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984).

• Delete provision K.3 52.204-90 OFFEROR IDENTIFICATION.

• Delete provision K.4 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATION.

• Delete provision K.5 52.222-38 COMPLIANCE WITH VETERANS EMPLOYMENT

REPORTING REQUIREMENTS (FEB 2016).

• Delete provision K.6 52.223-4 RECOVERED MATERIAL CERTIFICATION (MAY 2008).

Information Regarding Site Visit and RFIs

Site Visit Quoters are urged to inspect the site where the work will be performed. The Government will host a site visit on Monday, June 27, 2026, at 9:00AM EST at the following location:

National Institute of Standards and Technology 100 Bureau Drive, Building 215 Lobby Gaithersburg, MD 20899

Quoters interested in attending the site visit must submit their request for visitor badge via email to Drew.Comley@nist.gov and Warren.Livengood@nist.gov by no later than Thursday, July 23, 2026.

Quoters are requested to use the following email subject line:

Site Visit – B215 HEPA Filter Replacement, 1333ND26RNB190014

All requests must include the following information:

1. Visitor’s full legal name.

2. Visitor’s country of citizenship.

NIST Gaithersburg is a secure federal facility. On the date of the site visit, all Visitors to NIST Gaithersburg may access the site, through the Visitor Center from the main gate (Gate A) at W. Diamond Ave. and Bureau Drive. All visitors must be preregistered and present photo identification and vehicle registration information upon arrival. NIST can only accept a state-issued driver’s license or identification card for access to federal facilities if issued by states that are REAL ID compliant or have an extension.

For more information about visiting the NIST Gaithersburg campus, please visit https://www.nist.gov/visit.

Questions and Request for Information (RFI) Quoters must submit all questions concerning this solicitation in writing, electronically via email to Richard.Stevens@nsit.gov and Drew.Comley@nist.gov, using the following email subject line:

RFI – B215 HEPA Filter Replacement, 1333ND26RNB190014

Questions should be received no later than July 29, 2026; the Government may not respond to questions received after this date. Any responses to questions will be made in writing, without identification of the questioner, and will be included in an amendment to the solicitation. Even if provided in other form, only the question responses included in the amendment to the solicitation will govern performance of the purchase order.

mailto:Drew.Comley@nist.gov mailto:Warren.Livengood@nist.gov https://www.nist.gov/visit mailto:Richard.Stevens@nsit.gov mailto:Drew.Comley@nist.gov

Section L.1 – Instructions to Offerors

I. General Instructions

RFO 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services

(DEVIATION JAN 2026)

a. Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. As a minimum, offers shall include:

1) The solicitation number;

2) The name, address, telephone number of the Offeror;

3) The Offeror’s Unique Entity Identifier (UEI) and, if applicable, Electronic Funds

Transfer (EFT) indicator;

4) Information necessary to evaluate the factors contained in the provision at 52.212-2 or as described in the solicitation;

5) Responses to provisions that require Offeror completion of information, representations, and certifications (other than those collected via the System for Award Management (SAM)); and

6) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and any solicitation amendments.

b. Period for acceptance of offers. The Offeror agrees to hold the prices in its offer firm for

60 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

c. Late submissions, modifications, revisions, and withdrawals of offers.

1) Offerors are responsible for submitting offers and any modifications or revisions to the Government office designated in the solicitation by the time specified in the solicitation.

2) Any offer, modification, or revision received after the time specified for receipt of offers is “late” and will not be considered unless it is received before award is made and the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition. However, a late modification of an otherwise successful offer that makes its terms more favorable to the Government will be considered at any time it is received and may be accepted.

3) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

4) Offerors may withdraw their offers by written notice to the Government received at any time before award.

d. Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with Offerors. Therefore, the Offeror’s initial offer should contain the Offeror’s best terms. However, the Government reserves the right to conduct discussions, if necessary. The Government may reject any or all offers if such action is in the public interest, accept other than the lowest offer, and waive informalities and minor irregularities in offers received.

e. Debriefings. If a postaward debriefing is given to requesting Offerors, the Government will disclose the following information, if applicable:

1) The agency’s evaluation of the significant weak or deficient factors in the debriefed

Offeror’s offer.

2) The overall evaluated cost or price and technical rating of the successful Offeror and the debriefed Offeror and past performance information on the debriefed Offeror.

3) The overall ranking of all Offerors when any ranking was developed by the agency during source selection.

4) A summary of the rationale for award.

5) For acquisitions of commercial products, the make and model of the product to be delivered by the successful Offeror.

6) Reasonable responses to relevant questions posed by the debriefed Offeror as to whether the agency followed source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities.

Addendum to RFO Provision 52.212-1

This addendum replaces paragraphs (a) and (b) of provision RFO 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (DEVIATION JAN 2026) above.

Submission of Offers

a. The Government will consider only electronic submission of offers and via email only.

Offerors are required to submit their offer to the following addresses:

Richard.Stevens@nist.gov and Teresa.Harris@nist.gov mailto:Richard.Stevens@nist.gov mailto:Teresa.Harris@nist.gov

1) Offerors shall use the following email subject line “Offer Submission – B215 HEPA Filter Replacement, 1333ND26RNB190014”.

2) Offers shall adhere to the following guidelines:

i. Offers shall be submitted in Adobe .PDF format only.

ii. No password-protected, zipped, or self-extracting files shall be used;

iii. Files shall not be larger than twenty-five Megabytes (MB) (including email content and all attachments) because it is the largest submission that can be received by NIST through email.

3) Offerors are encouraged to confirm with the contracting officer that their offer has been timely received. It’s the sole responsibility of the Offeror to ensure that its offer documentation reaches the Government office designated and by the time specified in the solicitation.

b. Offer Content:

1) Each offer shall include:

a. The solicitation number;

b. The name, address, telephone number of the Offeror;

c. The Offeror’s Unique Entity Identifier (UEI) and, if applicable, Electronic Funds

Transfer (EFT) indicator;

d. Information necessary to evaluate the factors contained in the provision at

52.212-2 or as described in the solicitation;

e. Responses to provisions that require Offeror completion of information, representations, and certifications (other than those collected via the System for Award Management (SAM)); and

f. A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and any solicitation amendments.

2) Additional Offer Content Requirements

i. Each offer shall include a Table of Contents that lists all sections with corresponding page numbers.

ii. Offers should include a List of Tables and Figures as needed.

3) Page Formatting

i. Offers should be typed with a minimum one line spacing on standard-sized paper

(8.5”x11”), with 1” margins on all sides.

ii. Pages in each offer shall numbered sequentially.

iii. Offerors are encouraged to use either Times New Roman, Calibri, or Arial font.

iv. Landscape oriented pages are only permitted for schedules, tables, figures, charts and graphs. Other pages should be portrait oriented.

v. Construction schedules may include tabloid paper size (11”x17”) pages.

4) Schedules, Charts, Tables, Figures, Graphs

i. Schedules, charts, tables, figures and graphs shall be labeled sequentially and titled.

ii. Font must be no smaller than 8-point size.

iii. Text may be wrapped around.

iv. Landscape oriented pages are permitted for schedules, tables, figures, charts and graphs.

5) Page Limitations

i. Offerors shall adhere to the page limits stated for each offer submission section.

ii. Section(s) of offers that are beyond the stated page limits will not be evaluated by the Government.

II. Submission Requirements for Technical Portion of Offer

Offerors shall include the following information in the technical portion of their offer:

a. Factor 1 – Bonding Capacity (PASS/FAIL)

Page Limit – None

i. The Offeror must submit a letter from their Surety indicating:

1) Per contract bonding capacity greater than or equal to the Offeror’s quoted price; and,

2) Aggregate bonding capacity greater than the Offeror’s quoted price.

ii. Surety must be certified by the U.S. Department of Treasury and licensed to operate in the state of Maryland.

b. Factor 2 – Experience

Page Limit – 15 pages

i. The Offeror shall submit completed versions of solicitation Attachment 8, Project Data Sheet, for a minimum of two (2) but no more than four (4) projects to demonstrate the Offeror’s recent and relevant experience in Clean Room/HVAC replacement projects that are similar in size and scope to this requirement. If a Offeror fails to submit at least one Attachment 8- Project Data Sheet for a project that the contracting officer determines to be recent and relevant, the offer will not be considered further.

ii. A recent and relevant project is defined as:

1) Project completed within the previous six years from the closing date of this solicitation, exclusive of the warranty period.

2) Project similar in scope and complexity to this requirement. Actions must include:

a. Clean Room Modules for HEPA Filtration Replacement in an occupied commercial, industrial, private university or Government laboratory.

i. A laboratory is defined as a place equipped for experimental study in a science or for testing and analysis of a research laboratory, OR a place providing opportunity for experimentation, observation, practice in a field of study, OR a place for testing, experimentation, or practice of sciences, OR an academic place to learn hands-on about academic science AND includes nanofabrication or nano-measurement equipment.

ii. Cleanroom shall include 4,000+ square feet of Class 100 space or cleaner (ISO 1-5).

3) Offeror If the Offeror lacks the required recent and relevant experience for

HEPA Filtration Replacements identified above, then the Offeror may propose an appropriately qualified subcontractor whose experience meets the size and scope requirements, provided the following two conditions are met by the Offeror:

i. The Offeror shall designate a Key Person from the proposed subcontractor to serve as the Project Manager (Key Personnel) for the purchase order and provide a letter of intent, submitted by the subcontractor to the Offeror, that identifies the solicitation number, indicates the subcontractor’s agreement to provide the Project Manager under any resultant purchase order awarded to the Offeror, and is signed by the proposed Project Manager and their employer.

ii. Even if the Offeror relies on relevant experience of a first tier subcontractor, the Offeror must still separately demonstrate its own experience performing construction activities within an operational cleanroom environment.

The Offeror shall submit completed Project Data Sheets for one (1)project that it completed as a prime contractor in the previous six years that include:

1. Occupied Class 100 cleanroom construction or modification for nanofabrication or nano-measurement.

2. Cleanroom shall be Class 100 or better.

3. Contract value must be greater than $100k.

4. Project scope must involve multiple trades.

c. Factor 3 – Technical Approach

Page Limit – 10 pages

i. The Offeror shall submit a written narrative describing:

1) The Offeror’s detailed approach to performing the work. The Offeror shall describe its understanding of the project requirements and its planned approach to executing the work in accordance with the Government’s Statement of Work, Drawings, and Specifications. The narrative shall identify the major products and equipment, including the name of the manufacturer, and must describe the anticipated construction sequence, and procedures that will be implemented to protect existing research equipment and surrounding NIST facilities throughout construction.

2) The Offeror’s proposed construction schedule, with proposed task durations including estimated lead times, starting with demolition through punch list and closeout procedures. The schedule shall show the duration of tasks in days. Assume that the contracting officer issues a Notice to Proceed at Day 0.

3) The Offeror’s staffing management plan. This must include plans for how construction personnel will be vetted (for technical competency as well as security background clearance) and acquired, as well as scheduled during the outage periods.

b. This requirement requires great coordination of vetted and badged personnel. Explain how staffing will be managed, assuming that it takes 60-90 days for any given employee to be fully vetted to work in the cleanroom (i.e. last-minute personnel substitutions are not permitted.)

4) The Offeror’s construction management plan. This must include plans for minimizing outages, organizing, applying applicable building codes and national standards, material deliveries, staging/storage areas, dumpster drops, and retrievals, and controlling construction quality, cost, safety and schedule.

d. Factor 4 – Key Personnel Page Limit – 6 pages total

i. The Offeror shall complete and submit a resume for each key person using

Attachment 10, Key Personnel Resume Form. Key Personnel shall include, at a minimum, a Project Manager and Superintendent. If proposing experience from a first-tier subcontractor, the Offeror shall designate a Key Person from the proposed subcontractor to serve as the Project Manager. Each resume shall include:

1) Company name of current employer

2) Labor category/title of current position

3) Current assignment

4) Proposed position for this solicitation

5) Relevant education background

6) Relevant training

7) Relevant professional licensing and certifications held

8) Relevant personal awards, if any

9) Chronological work experience over the past ten years

e. Factor 5 – Past Performance

Page Limit – None

i. Using Attachment 9, Past Performance Questionnaire, the Offeror is requested to have its customers provide past performance information for the relevant projects submitted using solicitation Attachment 8, Project Data Sheet.

ii. If the project was completed for the Federal Government, the Offeror shall provide copies of the Contractor Performance Assessment Reporting System (CPARS) report. The Offeror need not submit PPQs if they are submitting CPARS.

In the event that information is in CPARS for the same project for which the Offeror submitted a completed PPQ, then the CPARS information will be used instead of the PPQ.

iii. If no past performance evaluation information is recorded in CPARS for that project, the Offeror shall use the Attachment 9, Past Performance Questionnaires (PPQs)). PPQ’s shall be completed and signed by the customer identified in the relevant project. The Offeror is requested to send the Attachment 9 Past performance Questionnaire (PPQ) to the points of contact for each project and request that they complete them and email them directly to Richard.Stevens@nist.gov and Drew.Comley@nist.gov prior to the solicitation closing date. Please instruct the references to include the solicitation number in the email subject line (References for 1333ND26RNB190014). Offerors may also submit completed PPQ’s with their offer.

Offeror

iv. The Government may use other information that is readily available to evaluate a Offeror’s past performance. The Government reserves the right to consider data obtained from sources other than those identified by the Offeror.

III. Administrative and Price Submission Requirements

Offerors shall include the following information:

i. A completed and signed copy of the Form SF-1442. The person signing the SF-1442 shall have authority to commit the Offeror to all of the terms and conditions set forth in this solicitation.

ii. The Acknowledgement of solicitation amendments issued up to that point in time.

a. Price:

iii. A detailed price breakdown for each Contract Line Item Number (CLIN) showing, at a minimum, the following:

1) Price for all proposed products (supplies, and consumable materials and services);

2) A breakout of all subcontractor prices (show separate prices for each subcontract); and

3) A breakout of related support prices, such as equipment maintenance, rental, transportation, etc.;

b. Bid Bond:

mailto:Richard.Stevens@nist.gov mailto:Drew.Comley@nist.gov

i. The offer shall include a completed Bid Bond in accordance with RFO FAR 52.228-1, Bid Guarantee. The amount of the Bid Bond shall be equal to or greater than 20% of the quoted price.

ii. Bid Bonds must be issued by a Surety certified by the U.S. Department of

Treasury and licensed to operate in the state of Maryland.

iii. Offers that fail to submit a Bid Bond that meets the criteria above will not be further evaluated or considered for award.

c. SAM Registration:

Offeror shall include a copy of their current SAM registration.

Section M.1 – Basis for Award

I. Basis for Award The Government intends to award a Firm-Fixed-Price purchase order to the responsible Offeror whose offer is determined to be the highest technically rated offer with a fair and reasonable price. In this approach, the Government will evaluate all offers based on the non-price factors outlined in this solicitation and determine the highest technically rated offer. The price of the highest technically rated offer will be evaluated to determine if it is fair and reasonable. If the highest technically rated offer’s price is determined to be fair and reasonable, then that offer will be selected for award. If the price is determined to not be fair and reasonable, the Government will consider the next highest technically rated offer and evaluate whether its price is fair and reasonable. If that price is determined to be fair and reasonable, then award will be made to that Offeror. This process will continue until a purchase order is awarded to the highest technically rated responsible Offeror with a fair and reasonable price.

The Government will not consider tradeoffs between cost or price and non-cost or non-price factors. The highest technically rated proposal will be selected for award if it offers a fair and reasonable price

II. Evaluation Factors The Government will evaluate offers using the following non-price factors listed in descending order of importance.

Factor 1 - Bonding (Pass/Fail) Factor 2 - Experience Factor 3 - Technical Approach Factor 4 - Key Personnel Factor 5 - Past Performance

Technical factors shall be evaluated using the following rating methodology:

1. Evaluation of Factor 1 – Bonding (Pass/Fail) The Government will initially evaluate Factor 1 by reviewing submissions and assigning a rating of either “Pass” or “Fail”. An Offeror that receives a rating of “Fail” will not be evaluated any further and will not be considered for award. To receive a rating of “Pass”, a Offeror must meet the following:

a. The Government will evaluate the adequacy of the Bid Guarantee documentation based on the submission requirements specified in Section L.

2. EVALUATION OF ADJECTIVALLY RATED FACTORS

The Government will only evaluate Factors 2, 3, 4, and 5 for Offerors that have received a Pass rating for Factor 1. Factors 2, 3, 4, and 5 shall be evaluated using the following rating methodology:

3. Evaluation of Factor 2 – Experience

The Government will evaluate the Offeror’s experience completing recent and relevant projects. The Government will evaluate a maximum of four Project Data Sheets. If more than four Project Data Sheets are submitted, the Government will evaluate only the first four in the order they appear in the offer. The Government will not consider or evaluate any projects which are not submitted using the Attachment 8 – Project Data Sheet.

o Offerors must have completed Clean Room HEPA Filtration Replacements for a

Class 100 cleanroom; HEPA Filtration Replacements in cleaner rooms (i.e. Class

10) may be rated more favorably.

o Offerors must have completed HEPA Filtration Replacements in a minimum

4,000sqft Class 100 cleanroom.

o A offer that does not include at least one recent and relevant Project Data Sheet will not be further evaluated.

4. Evaluation of Factor 3 – Technical Approach

The Government will evaluate a Offeror’s Technical Approach to assess the Offeror’s ability to meet solicitation requirements and execute the purchase order. This is a subjective evaluation.

a. The Government will evaluate the adequacy of Offeror’s approach to performing the work based on the requirements of the 100% Construction Documents, 100% Specifications, and the Statement of Work. The Government will evaluate the adequacy of the Offeror’s procedures for protecting existing research equipment and surrounding facilities.

b. The Government will evaluate the adequacy of the Construction Schedule by reviewing estimated lead times, key milestones, and total project schedule.

The Government may rate a Offeror that submits a schedule that is complete, logical, realistic, and clearly defines subtasks, critical path, and associations for executing the project more favorably.

c. The Government will evaluate the adequacy of the Offeror’s staffing management plan and methodology for assembling a team to successfully perform the solicitation requirements.

d. The Government will evaluate the adequacy of the Offeror’s construction management plan, including its approach to minimizing outages, organizing, applying building codes and national standards used in the semi-conductor industry in executing the statement of work. The construction management plan will be evaluated to determine the extent to which it demonstrates the Offeror’s ability to successfully complete the work in a class 100 occupied and operational NanoFab cleanroom facility, operating 24 hours and seven days a week.

5. Evaluation of Factor 4 – Key Personnel:

The Government will evaluate the adequacy of the Offeror’s (and, if applicable, first tier subcontractor’s) key personnel qualifications based on the content of submitted copies of Attachment 9 to assess their ability to successfully complete solicitation requirements. This is a subjective evaluation.

6. Evaluation of Factor 5 – Past Performance

The Government will evaluate the past performance of a Offeror by reviewing past performance information from CPARS, submitted PPQ’s, and potentially other sources of information.

In the case of a Offeror without relevant past performance or for whom information on past performance is not reasonably available, the Government shall rate them as “NEUTRAL”. A rating of “NEUTRAL” will be evaluated neither favorably nor unfavorably.

III. Price

The Government will evaluate quoted prices to determine whether they are fair and reasonable.

52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

(DEVIATION JAN 2026)

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

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

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

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

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

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

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

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

When an excusable delay occurs, the Contractor shall—

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

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

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

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

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

(i) Payment—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

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

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

(4) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall— http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services;

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

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

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

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

(8) The specification.

(s) Unauthorized obligations.

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

1341), the following shall govern:

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

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

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

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

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

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

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 clause 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.

(u) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

100 BUREAU DRIVE STOP 1640

BUILDING 301 ROOM B152

GAITHERSBURG MD 20899-1640

100 BUREAU DRIVE STOP 1640

BUILDING 301 ROOM B152

GAITHERSBURG MD 20899-1640