15B41727Q00000004.pdf

15B41727Q00000004 Page 1 of 46

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 AND 30.

1. REQUISITION NUMBER

15B41726PR000238

PAGE 1 OF

5. SOLICITATION NUMBER

15B41727Q00000004

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

08/25/2026

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL

TIME

09/03/2026 12:00 ET

CODE9. ISSUED BY UNRESTRICTED OR X SET ASIDE:100.00 % FOR

X SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

8(A)

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

311999

SIZE STANDARD:

700 Employees

10. THE ACQUISITION IS

SEE SCHEDULE

11. DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER THE

DEFENSE PRIORITIES AND

ALLOCATIONS SYSTEM -

DPAS (15 CFR 700)

13b. RATING

X REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

14. METHOD OF SOLICITATION

15B417CODE15. DELIVER TO

Federal Bureau of Prisons FCI Milan 4004 East Arkona Road Milan, MI 48160

CODE 15B41716. ADMINISTERED BY

Federal Bureau of Prisons FCI Milan 4004 East Arkona Road Milan, MI 48160

C Dennis

(O) 734-439-4744 c1dennis@bop.gov

FACILITY

CODE

CODE

TELEPHONE NUMBER

17a. CONTRACTOR/

OFFEROR

CODE18a. PAYMENT WILL BE MADE BY

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

OFFER SEE ADDENDUM

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

BELOW IS CHECKED

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

FY27 BREAD e-mail signed bids toC1DENNIS@bop.gov AND A1WEAVER@BOP.GOV by 1200pm EST .Delivery will not be accepted prior to October 1, 2026.

Evaluation: Price and Past Performance Firm Fixed Price

See Continuation Sheet(s) (Use Reverse and/or Attach Additional Sheets as Necessary)

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

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

AND 52.212-5 ARE ATTACHED. ADDENDA

ARE X ARE NOT ATTACHED

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

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

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

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

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REFERENCE _____________________________

OFFER DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK

5) INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

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

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

Curtis W Dennis

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

15B41727Q00000004 Page 2 of 46

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 11/2021) BACK

15B41727Q00000004 Page 3 of 46

Table of Contents

Section Description Page Number

Solicitation/Contract Form 1 Commodity or Services Schedule 2 Contract Clauses

52.212-4 Alt I (DEV) Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) - Alternate I (Nov 2021) (DEVIATION NOV 2025) 52.226-6 (DEV) Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020)

(DEVIATION AUG 2025)

52.203-17 Contractor Employee Whistleblower Rights (Nov 2023) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 52.204-13 (DEV) System for Award Management-Maintenance (Oct 2018) (DEVIATION NOV 2025) 52.209-6 (DEV) Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded (Jan 2025)

(DEVIATION NOV 2025)

52.209-10 (DEV) Prohibition on Contracting With Inverted Domestic Corporations (Nov 2015)

(DEVIATION NOV 2025)

52.222-19 (DEV) Child Labor-Cooperation with Authorities and Remedies (Jan 2025)

(DEVIATION MAR 2026)

52.222-36 (DEV) Equal Opportunity for Workers with Disabilities (Jun 2020) (DEVIATION

DEC 2025)

52.222-50 (DEV) Combating Trafficking in Persons (Oct 2025) (DEVIATION DEC 2025) 52.222-90 Addressing DEI Discrimination by Federal Contractors (APR 2026) 52.232-18 Availability of Funds (Apr 1984) 52.232-19 Availability of Funds for the Next Fiscal Year (Apr 1984) 52.233-3 (DEV) Protest after Award (Aug 1996) (DEVIATION NOV 2025) 52.233-4 (DEV) Applicable Law for Breach of Contract Claim (Oct 2004) (DEVIATION NOV 2025) BOP DOJ-05 DEVIATION BOP-05 Security of Department Information and Systems (January 2025) DOJ-02 Contractor Privacy Requirements (JAN 2022) DOJ-05 Security of Department Information and Systems (APR 2026) DOJ-08 Continuing Contract Performance During a Pandemic Influenza or other National Emergency (OCT 2007)

3 List of Attachments 4 Solicitation Provisions

52.204-7 (DEV) System for Award Management-Registration (Nov 2024) (DEVIATION NOV 2025)

15B41727Q00000004 Page 4 of 46

Section 1 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Bread, Whole Wheat, Unseasoned, Fresh, Any Loaf Size, Pan Baked, Sandwich, Sliced, Enriched, Seedless.

QUARTER 1 FY27

(CID A-A-20052C, Type II - Whole Wheat (21 CFR §136.180), Product State 1 - Fresh (21 CFR §101.95), Loaf Size a, b, c, d, e, or f- Other (as specified by the purchaser), Bake Type 1) -Pan baked, Shape a) - Round top or Shape b) - Sandwich, Slice Type (1) - Sliced, Enrichment Type (a)-Meet the standard for enrichment in 21 CFR §136.115, Enriched bread, rolls, and buns, Seed Type (ii) - Seedless, Agricultural practice i) - Conventional). Fresh bread shall be delivered within 48 hours after baking. State type and loaf size on bid.

PSC: 8920

Line Period of Performance: 10/01/2026 - 12/31/2026

Delivery Schedule:

Quantity: 292,032.000000

Delivery Address:

Federal Bureau of Prisons FCI Milan 4004 East Arkona Road Milan, MI 48160

292,032 OZ $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 Bread, Roll, Enriched, Finger (Hot Dog), Whole wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 1 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll D - Finger (hot dog), Style of roll 4 - Other (as specified by the purchaser)

Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State package size on bid.

PSC: 8920

Line Period of Performance: 10/01/2026 - 12/30/2026

24,000 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 Bread, Roll, Enriched, Sandwich (Hamburger), Whole Wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 1 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll C - Sandwich (hamburger), Style of Roll 2 - Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State type and package size on bid.

PSC: 8920

57,600 EA $________ $_________________

15B41727Q00000004 Page 5 of 46

Line Period of Performance: 10/01/2026 - 12/31/2026

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0004 Bread, Whole Wheat, Unseasoned, Fresh, Any Loaf Size, Pan Baked, Sandwich, Sliced, Enriched, Seedless.

QUARTER 2 FY27

(CID A-A-20052C, Type II - Whole Wheat (21 CFR §136.180), Product State 1 - Fresh (21 CFR §101.95), Loaf Size a, b, c, d, e, or f- Other (as specified by the purchaser), Bake Type 1) -Pan baked, Shape a) - Round top or Shape b) - Sandwich, Slice Type (1) - Sliced, Enrichment Type (a)-Meet the standard for enrichment in 21 CFR §136.115, Enriched bread, rolls, and buns, Seed Type (ii) - Seedless, Agricultural practice i) - Conventional). Fresh bread shall be delivered within 48 hours after baking. State type and loaf size on bid.

PSC: 8920

Line Period of Performance: 01/01/2027 - 03/31/2027

292,032 OZ $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0005 Bread, Roll, Enriched, Finger (Hot Dog), Whole wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 2 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll D - Finger (hot dog), Style of roll 4 - Other (as specified by the purchaser)

Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State package size on bid.

PSC: 8920

Line Period of Performance: 01/01/2027 - 03/31/2027

24,000 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0006 Bread, Roll, Enriched, Sandwich (Hamburger), Whole Wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 2 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll C - Sandwich (hamburger), Style of Roll 2 - Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State type and package size on bid.

PSC: 8920

Line Period of Performance: 01/01/2027 - 03/31/2027

57,600 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0007 Bread, Whole Wheat, Unseasoned, Fresh, Any Loaf Size, Pan Baked, Sandwich, Sliced, Enriched, Seedless.

QUARTER 3 FY27

(CID A-A-20052C, Type II - Whole Wheat (21 CFR §136.180), Product State 1 - Fresh (21 CFR §101.95), Loaf Size a, b, c, d, e, or f- Other (as specified by the purchaser), Bake Type 1) -Pan baked, Shape a) - Round top or Shape b) - Sandwich, Slice Type (1) - Sliced, Enrichment Type (a)-Meet the standard for enrichment in 21 CFR §136.115, Enriched bread, rolls, and buns, Seed Type (ii) - Seedless, Agricultural practice i) -

292,032 OZ $________ $_________________

15B41727Q00000004 Page 6 of 46

Conventional). Fresh bread shall be delivered within 48 hours after baking. State type and loaf size on bid.

PSC: 8920

Line Period of Performance: 04/01/2027 - 06/30/2027

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0008 Bread, Roll, Enriched, Finger (Hot Dog), Whole wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 3 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll D - Finger (hot dog), Style of roll 4 - Other (as specified by the purchaser)

Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State package size on bid.

PSC: 8920

Line Period of Performance: 04/01/2027 - 06/30/2027

24,000 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0009 Bread, Roll, Enriched, Sandwich (Hamburger), Whole Wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 3 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll C - Sandwich (hamburger), Style of Roll 2 - Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State type and package size on bid.

PSC: 8920

Line Period of Performance: 04/01/2027 - 06/30/2027

57,600 EA $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0010 Bread, Whole Wheat, Unseasoned, Fresh, Any Loaf Size, Pan Baked, Sandwich, Sliced, Enriched, Seedless.

QUARTER 4 FY27

(CID A-A-20052C, Type II - Whole Wheat (21 CFR §136.180), Product State 1 - Fresh (21 CFR §101.95), Loaf Size a, b, c, d, e, or f- Other (as specified by the purchaser), Bake Type 1) -Pan baked, Shape a) - Round top or Shape b) - Sandwich, Slice Type (1) - Sliced, Enrichment Type (a)-Meet the standard for enrichment in 21 CFR §136.115, Enriched bread, rolls, and buns, Seed Type (ii) - Seedless, Agricultural practice i) - Conventional). Fresh bread shall be delivered within 48 hours after baking. State type and loaf size on bid.

PSC: 8920

Line Period of Performance: 07/01/2027 - 09/30/2027

292,032 OZ $________ $_________________

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0011 Bread, Roll, Enriched, Finger (Hot Dog), Whole wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 4 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll D - Finger (hot dog), Style of roll 4 - Other (as specified by the purchaser)

24,000 EA $________ $_________________

15B41727Q00000004 Page 7 of 46

Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State package size on bid.

PSC: 8920

Line Period of Performance: 07/01/2027 - 09/30/2027

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0012 Bread, Roll, Enriched, Sandwich (Hamburger), Whole Wheat, Pan Baked, Sliced, Fresh, Seedless.

QUARTER 4 FY27

(CID A-A-20053C, Type I - Meet the standard for enrichment in 21 Code of Federal Regulations (CFR) §136.115, Enriched bread, rolls, and buns, Class of Roll C - Sandwich (hamburger), Style of Roll 2 - Whole wheat, Bake Type a - Pan baked, Slice Type 1) - Sliced, Product State a) - Fresh (21 CFR §101.95), Seed type (1) - Seedless, Agricultural practice (i) - Conventional).

Fresh bread shall be delivered within 48 hours after baking. State type and package size on bid.

PSC: 8920

Line Period of Performance: 07/01/2027 - 09/30/2027

57,600 EA $________ $_________________

15B41727Q00000004 Page 8 of 46

Section 2 - Contract Clauses

52.212-4 Alt I

(DEV)

Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) - Alternate I (Nov 2021) (DEVIATION NOV 2025)

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

Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means—

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate:

__________________ [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

15B41727Q00000004 Page 9 of 46

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

__________________ [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel;

or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(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

15B41727Q00000004 Page 10 of 46 of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

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

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

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

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

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

(i) Payments.

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

15B41727Q00000004 Page 11 of 46

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

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

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: ______________________ [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’”.]

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:

______________________ [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

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

If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

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

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

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

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

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

(B) The Contractor’s timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

15B41727Q00000004 Page 14 of 46

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work under this contract 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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that 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 written 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. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i), Payments, of this clause, but the “hourly rate” for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (b)(4) of this clause, the portion of the “hourly rate” attributable to profit shall be 10 percent. In the event of termination for cause, 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.

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(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

15B41727Q00000004 Page 16 of 46 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)

A.1 ADDENDUM TO FAR 52.212-4, Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) - Alternate I (Nov 2021) (DEVIATION NOV 2025)

The terms and conditions for the following clauses are hereby incorporated into this solicitation and resulting contract as an addendum to FAR clause 52.212-4.

Clauses By Reference

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov

Clause Title Fill-ins (if applicable)

52.226-6 (DEV) Promoting Excess Food Donation to Nonprofit

Organizations (Jun 2020) (DEVIATION AUG 2025)

Clauses By Full Text

52.203-17 Contractor Employee Whistleblower Rights (Nov 2023)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies established at 41 U.S.C. 4712 and Federal Acquisition Regulation (FAR) 3.900 through 3.905.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in FAR 3.900 through 3.905.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts.

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

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(a) Definitions. As used in this clause--

"Internal confidentiality agreement or statement" means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

"Subcontract" means any contract as defined in subpart 2.1 entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

"Subcontractor" means any supplier, distributor, vendor, or firm (including a consultant) that furnishes supplies or services to or for a prime contractor or another subcontractor.

(b) The Contractor shall not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(c) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any preexisting internal confidentiality agreements or statements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(d) The prohibition in paragraph (b) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information…