1240BE26Q0018 Attachment 1 Solicitation.pdf

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Part 12. This announcement constitutes the only solicitation; quotes are being requested, and a separate written solicitation will not be issued.

Solicitation number 1240BE26Q0018 is issued as a Request for Quotation (RFQ)

Project: Willamette NF, 2026 Middle Fork Spring and Fall Tree Planting

The North American Industry Classification Standard (NAICS) code is 115310 – Support Activities for Forestry and the Small Business Size Standard is $11.5 million. This acquisition is a Total Small Business Set-aside.

All responsible sources may submit a quotation which shall be considered by the Agency.

This solicitation incorporates Provisions and clauses by reference. The full text of Provisions and clauses may be accessed electronically at www.acquisition.gov.

Award Type:

It is anticipated that a Firm Fixed Price Purchase Order will be awarded as a result of this synopsis/solicitation.

The Government intends to make one award from this solicitation. Therefore, to be considered responsive, contractors must submit pricing for all items.

Statement of Requirement:

The purpose of this solicitation is to secure services for tree planting of approximately 860,635 Government-furnished tree seedlings in such a manner as to ensure tree survival and growth.

The Contractor shall, considering given resource objectives for the work unit, develop a plan of operation to accomplish these objectives, organize, and direct all the equipment and personnel needed to fully accomplish the work. The Contractor shall furnish all technical expertise, labor, equipment, supervision, transportation, operating supplies, services, permits, licenses, and credentials necessary to complete the work required. All aspects of the work program shall be performed in an organized, systematic, and safe manner to assure services will be performed over the entire project area.

Multiple planting crews and breaks in contract performance may be required in this contract to meet all requirements for seeding protection and acceptable planting conditions

See Attachment 3 – Performance Work Statement for further information.

Schedule of Items – Pricing (See Attachment 2):

Complete the Schedule of Items with quoter’s business information and pricing. Base Items are a planned purchase. Any combination of units and Optional Items may be awarded based on funding availability. If funds are available, most Option Item(s) will be ordered at time of award such as shade, riparian restoration, fall planting.

Items 0001-0040 and 1001-1017: Unit price is per Seedling Item 1018: Unit price is per Mile

Location:

The location, access, and acreage for each item, as well as other information pertinent to this contract are contained in the Project Maps. All units are located on the Middle Fork Ranger District, within the 2021 Gales Fire, the 2022 Cedar Creek Fire, the 2023 Bedrock Fire, and the Armet Timber Sale. Conditions vary from unit to unit.

http://www.acquisition.gov/

Fall Creek Units (Gales and Bedrock Fires):

From the Middle Fork Ranger Station, drive west on Highway 58. Turn right on S Pioneer St and drive north towards Lowell. Turn left on E 2nd St then turn right on N Moss St. Continue north to the 4-way stop before the covered bridge and turn right onto Big Fall Creek Rd. Continue east on Big Fall Creek Rd/ Forest Service Road 18 into the project area.

Cedar Creek Units:

This area is closed to the public. Contact Gary Jackson to arrange a site visit. From the Middle Fork Ranger Station, drive east on Highway 58. Continue through Oakridge and turn left onto Fish Hatchery Rd. At the stop sign, turn right onto Salmon Creek Rd/ Forest Service Road 24 and drive east. Turn left onto Forest Service Road 1934 and continue into the project area.

Armet Units:

From the Middle Fork Ranger Station, cross Highway 58 to drive southeast on Westfir Rd. At the stop sign, turn left to continue north on Westfir Rd. Turn left on Winfrey Rd and stay left a T-intersection after bridge.

Continue straight onto North Shore Rd/ Forest Service Road 5821. Turn right onto Forest Service Road 5823 and drive north into the project area.

All units are within ¼ miles of Forest roads, unless otherwise noted in the Planting Data Sheets. Road conditions may vary due to snow and mud. Four-wheel drive vehicles and/or tire chains are recommended.

Inaccessibility due to snow, fallen trees, slides or washouts on roads may or may not be corrected at the option of the Government. If road access is blocked, the Government may: (1) suspend work, (2) compensate the Contractor for walk-in distances at the predetermined rate, (3) delete the inaccessible subitems, (4) substitute similar subitems.

Roads shown on unit maps indicate access to units and are not to suggest the roads are open within units or for any further travel. In the case of walk-ins due to road conditions, contractors are permitted to use ATVs or snowmobiles along roads as permitted by the Willamette National Forest’s Motorized Vehicle Use Map with adherence to local and state requirements for vehicle operation.

Use of motorized equipment other than handheld equipment such as power saws and brush cutters will not be permitted off designated roads in the project area without approval of the Contracting Officer or as hereinafter provided.

Unit boundaries are 100% virtual. The Government will provide georeferenced .pdf maps, or shapefiles (if requested), for all units. The Contractor is required to furnish GPS device(s) compatible with .pdf format georeferenced maps and capable of better than 30ft accuracy. The Contractor may choose to identify unit boundaries with flagging before or during planting work. Flagging for the purpose of boundary identification must be furnished by the Contractor and flagging color must be approved by Contracting Officer’s Representative (COR) prior to use.

Site Visit: The quoter is advised to visit the worksites to determine site conditions prior to submitting a quote.

The quoter is responsible for determining the amount of work. Some areas may be inaccessible due to locked gates or other impediments. Contact Gary Jackson by phone (458-298-0240) or email (gary.jackson@usda.gov) to arrange a site visit.

Period of Performance: Date of Award through December 11, 2026

Solicitation Attachments

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

Attachment Name: Pages Attachment 1 Solicitation 22 pages Attachment 2 Schedule of Items 2 pages Attachment 3 Performance Work Statement 10 pages Attachment 4 Quality Assurance Surveillance Plan 3 pages Attachment 5 Planting Data Sheets 5 pages Attachment 6 Planting Exhibits A-F 5 pages Attachment 7 Wage Determination 2015-5565 Rev. 27, 12/3/2025 3 pages Attachment 8 Maps 4 pages Attachment 9 Armet Unit Maps 1 page Attachment 10 Fall Creek Unit Maps 1 page Attachment 11 Cedar Creek Unit Maps (posting in SAM 3/9/26) 1 page Attachment 12 SF-1449 2 pages

EVALUATION AND BASIS FOR AWARD

The Provision at FAR 52.212-2, Evaluation—Commercial Products and Commercial Services is not applicable to this solicitation. In lieu of this Provision, quotes will be evaluated in accordance with FAR

12.203 based on the criteria listed below. Award will be made to the Quoter representing the best value to the Government.

(a) The Government will award a Firm-Fixed Price contract resulting from this solicitation to the responsible Quoter whose offer conforming to the solicitation will be best value to the Government. The following factors shall be used to evaluate Quotes:

FACTORS DESCRIBED:

FACTOR 1 – PAST PERFORMANCE The Past Performance evaluation will be accomplished by reviewing aspects of an Offeror's recent and relevant Past Performance, as it directly relates to the services being procured under this solicitation, tree planting on the Willamette National Forest, and as defined in Addendum to FAR 52.212-2 Evaluation – Commercial Products and Commercial Services.

(A) Past Performance information described herein is required on the offeror and all subcontractors, teaming partners, and/or joint venture partners proposed to perform on the proposed effort.

(B) Relevant Past Performance. The offeror shall include documentation regarding their relevant past performance as it directly relates to the services being procured under this solicitation. The offeror SHALL NOT go back any farther than 3 years for the submitted data. The past performance data shall document a successful history of past contract performance. Past Performance seeks to affirm an Offeror’s ability to conform to contract requirements, timeliness, quality of workmanship, business practices such as cost and schedule control, and customer satisfaction.

(C) In conducting the Past Performance evaluation, the Government reserves the right to use both the information provided in the offeror’s Past Performance submission and information obtained from other sources, such as the Past Performance Information Retrieval System (PPIRS) or similar systems, The Contractor Performance Assessment Reporting System (CPARS) at https://www.cpars.gov, and commercial sources.

Offerors are reminded that both independent data and data provided by offerors in their offers may be used by the Government to evaluate offeror past performance. However, the burden of providing thorough, complete, and current past performance information as requested in this paragraph remains with the offerors.

The overall past performance evaluation is a subjective decision based on the whole of all data received. In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance. Therefore, the offeror shall be determined to have unknown past performance. In the context of acceptability/unacceptability, “unknown” shall be considered “acceptable.”

(D) Submission Requirements. The offeror shall provide documentation outlining the offeror’s past performance on contracts, as a prime or subcontractor, of the same or similar in nature, size, and complexity to the services being procured under this solicitation. For each past performance project listed, provide the associated contract number, project title, total contract value, period of performance, location, your contract role (indicate prime or subcontractor), and at least one contact (reference) name and phone number, and email address.

FACTOR 2 – EXPERIENCE Experience reflects the Offeror’s technical understanding and capabilities, and the relevance of work or activities that are similar in nature, size, complexity, scope, and the geographical conditions of the Willamette National Forest.

(A) Experience is required for the offeror and all subcontractors, teaming partners, and/or joint venture partners proposed to perform on the proposed effort.

(B) Submission Requirements. The offeror shall provide documentation outlining the offeror’s experience in timber tree planting projects of the same or similar in nature, size, and complexity to the services being procured under this solicitation. Provide examples of relevant projects and activities that adequately reflect your experience.

FACTOR 3 – QUALITY CONTROL Monitoring Quality. In general terms, describe the method, or combination of methods to be utilized to monitor quality for all work required in the Performance Work Statement (PWS). (See Page 3 of PWS for description of a Quality Control Plan). Further explain how this method(s) ensures Quality Performance. Name who will perform Quality Control and Inspection, and their experience.

FACTOR 4 - CREW MANAGEMENT AND WORK PLAN, SAFETY, EQUIPMENT ensures successful performance and compliance.

FACTOR 5 – PRICE is approximately equal in importance to factors listed above; however, cost may control award. Pricing provided on Schedule of Items, Attachment 1.

EVALUATION FACTORS – FOR QUOTER’S RESPONSE:

FACTOR I – PAST PERFORMANCE. The Past Performance evaluation will assess the relative risks associated with an offeror’s likelihood of success in performing the solicitation’s requirements as indicated by that offeror’s record of past performance. Performance risk is assessed at the factor level after evaluating aspects of the offeror’s recent past performance and focusing on performance that is relevant to the services and/or products being procured under this solicitation. Past performance areas of evaluation include quality, timeliness, business practices, and customer satisfaction.

A. Recency Assessment. An assessment of the past performance information will be made to determine if it is recent. To be recent, the effort must be ongoing or must have been performed during the past 3 years from the date of issuance of this solicitation. Past performance information that fails this condition will not be evaluated.

B. Relevancy Assessment. An assessment of the past performance information will be made to determine if it is relevant. To be relevant, tree planting services must be the same or similar in nature, size, magnitude, complexity, and scope, and within or comparable to geographical conditions of the Willamette National Forest per this solicitation. Past performance information that fails this condition will not be evaluated.

Assigning Ratings. The Past Performance Factor will be assigned one of the ratings defined below. An award will not be made to any offeror who receives an “Unacceptable” past performance rating.

Offerors without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, will not be evaluated favorably or unfavorably on past performance. Therefore, the offeror shall be determined to have unknown past performance. In the context of acceptability/unacceptability, “unknown” shall be considered “acceptable.”

FACTOR 2 – EXPERIENCE Offeror’s technical understanding and capabilities, and the relevance of work or activities that are similar in nature, size, complexity, scope, and the geographical conditions of the Willamette National Forest. Include experience in managing large groups of workers, planting with tools such as hoe dads, planting and installing seedling protection. Include the same information for subcontractors.

Assigning Ratings. The Experience Factor will be assigned one of the ratings defined below. An award will not be made to any offeror who receives an “Unacceptable” rating.

FACTOR 3 – QUALITY CONTROL. The Contractor shall provide a Quality Control Plan (QCP). The Plan must demonstrate how the Contractor shall assure that quality of performance meets the objectives and requirements of the contract and minimizes resource damage. Describe how quality will be monitored to ensure performance standards are met. The results of the monitoring should reflect quality performance.

Assigning Ratings. The Quality Control Factor will be assigned one of the ratings defined below. An award will not be made to any offeror who receives an “Unacceptable” rating.

Relevant Past Performance Evaluation Ratings Rating Description

Acceptable Based on the offeror’s performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort, or the offeror’s performance record is unknown.

Unacceptable Based on the offeror’s performance record, the Government has no reasonable expectation that the offeror will be able to successfully perform the required effort.

Relevant Experience Evaluation Ratings Rating Description

Acceptable Based on the offeror’s experience, the Government has a reasonable expectation that the offeror will successfully perform the required.

Unacceptable Based on the offeror’s experience, the Government has no reasonable expectation that the offeror will be able to successfully perform the required effort.

Quality Control Evaluation Ratings Rating Description

Acceptable Offer clearly meets the minimum requirements of the solicitation.

Unacceptable Offer does not clearly meet the minimum requirements of the solicitation.

FACTOR 4 - CREW MANAGEMENT AND WORK PLAN, SAFETY PLAN, EQUIPMENT

Subfactor 1: Crew Management and Work Plan - Provide your crew size and identify (by name) your proposed supervisors and inspectors for each crew. Identify the specific duties each will perform. Provide your daily production rates based on your crew size. Include the same information for Subcontractors.

Subfactor 2: Safety Plan: Provide a Safety Plan that addresses the hazards listed in the SOW. Include personal protection equipment (PPE) provided, your communications plan, a housing/camping plan, and any other safety measures.

Subfactor 3: Equipment. Describe the equipment that will be used.

Assigning Ratings. Each sub-factor will receive one of the adjectival ratings defined below. To receive an acceptable rating for this factor, all sub-factors must be rated acceptable.

Crew Management and Work Plan, Safety Plan, Equipment Ratings

Rating Description Acceptable Offer clearly meets the minimum requirements of the solicitation.

Unacceptable Offer does not clearly meet the minimum requirements of the solicitation.

FACTOR 5 - PRICE is approximately equal in importance to factors listed above; however, cost may control award.

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

(b) Notice of award. A written notice of award or acceptance of an offer furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

LICENSING STATEMENTS - COMPLETE THIS PAGE AND SUBMIT WITH COPY OF LICENSES

OREGON STATE FARM/FOREST LABOR LICENSE

A valid license or exemption is required when responding to this solicitation. In accordance with the responsibility for obtaining necessary licenses and permits (reference clause FAR 52.236-7, Permit and Responsibilities), quoter shall supply their State of Oregon Farm/Forest Labor Contractor's License Number(s) in the space below or provide justification for why the offeror/quoter is exempt from obtaining a license.

Valid State of Oregon Farm/Forest Labor Contractor's License Number(s): _________________________ Justification of exemption from the licensing requirement which the Contracting Officer will send to the Oregon Bureau of Labor and Industries for verification: _______________________

EMPLOYMENT OF ELIGIBLE WORKERS - WORKFORCE CERTIFICATION (PROVISION)

Contractors are required to provide certification under this solicitation in compliance with the Migrant and Seasonal Agricultural Workers Protection Act (MSPA) and Farm Labor Contractor (FLC) Certificate of Registration requirements describing the workforce they will utilize to fulfill the contract requirements under this solicitation and any resulting contract. If the Contractor will supply workers under the H-2B Program, the Contractor is required to provide a copy of the Temporary Employment Certificate issued by DOL.

Subcontractors are bound by the same requirements for licenses and permits under this contract. If a Prime Contractor identifies a Subcontractor as part of their workforce to accomplish the work under this solicitation, the Prime Contractor shall submit the Subcontractor's signed certification with their response to the solicitation.

H-2B Workers: (https://foreignlaborcert.doleta.gov/about.cfm)

Company certifies it will not be utilizing H2B Workers under any resulting contract of this solicitation.

Company will be utilizing H2B Workers (under any resulting contract of this solicitation. Provide a copy of Temporary Employment Certificate.) MSPA Workers: (http://www.dol.gov/whd/mspa/)

Company certifies it will not be utilizing MSPA workers under any resulting contract of this solicitation.

Certifies has valid FLC certificate of registration. (Attach a copy of current certification.) Authorization includes:

Transporting workers

Driving

Housing workers

Company has applied for a Certificate of Registration on ______________ .

Contractors not currently having obtained a certificate (for each partner, if partnership) will be requested to furnish proof of having obtained a Certificate of Registration prior to award of contract. If the contractor does not provide the required Certificate in a reasonable timeframe, the contractor will not be eligible for the contract award. Partnerships must furnish proof of registration of their assumed business name, if any, with the State of registration.

State of ______________ No.______________

Information about licensing requirements and procedures may be obtained from the following:

I, on behalf of said Company, certify to the above responses.

SIGNATURE: DATE:

PRINTED NAME: TITLE:

https://foreignlaborcert.doleta.gov/about.cfm http://www.dol.gov/whd/mspa/

FAR 52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2025)

For simplified acquisitions, the word quote or quoter is substituted in Provision FAR 52.212-1 for the word offer or offeror, and is interchangeable throughout the solicitation.

FAR 52.212-1 is amended as follows:

(a) Licensing: US Forest Service Region 6 requires the Contractor have the necessary licensing and certificates for Labor Intensive Service Contract (LISC) work. Offerors shall submit copies of their US Dept. of Labor MSPA Certificate of Registration, their Oregon BOLI license, and Temporary Employment Certificate if using H2B workers (if applicable), along with their quote to be considered for award. Include the same documentation for Subcontractors.

(b) Submission of Quotes To respond to this quote, email the following documents:

1) Attachment 2 – Schedule of Items,

2) Your written response to the Evaluation Factors. Adobe Acrobat or Word documents accepted. Failure to respond to evaluation factors will result in exclusion from the evaluation.

3) Licensing: MPSA, BOLI, H2B Certificates

4) Licensing Statements page (with yellow highlights)

5) Attachment 12 SF-1449 Sign Blocks 17a and 30a,b, and c

Date, time, and place of receipt of Quote through email only:

Date Time Method of Submission March 19, 2026 2:00 PM (PST) Quotes shall be submitted electronically via email to the

Government Points of Contact below.

Government Points of Contact:

Title POC Contracting Officer Paula Winningham paula.winningham@usda.gov

(c) Period for acceptance of Quote:

The Offeror agrees to hold its offer firm through April 30, 2026.

(d) Questions Questions shall be submitted via email to paula.winningham@usda.gov are due no later than three days prior to quote due date and time. This will ensure enough time to respond before the solicitation period ends. Please include the solicitation name and number as the subject line of the email.

FAR or AGAR Provisions by full text:

FAR 52.217-5 EVALUATION OF OPTIONS (NOV 2025)

Except when it is determined in accordance with FAR 17.202(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

mailto:paula.winningham@usda.gov

FAR 52.237-1 SITE VISIT (APR 1984)

Offerors or quoters are urged and expected to inspect the site where services are to be performed and to satisfy themselves regarding all general and local conditions that may affect the cost of contract performance, to the extent that the information is reasonably obtainable. In no event shall failure to inspect the site constitute grounds for a claim after contract award.

(End of Provision)

AGAR 452.203-70 ANTI-DISCRIMINATION AND DIVERSITY, EQUITY, AND INCLUSION (DEI)

CERTIFICATION (DEC 2025)

(a) By submission of its offer, the offeror certifies that:

• It is compliant with all applicable Federal anti-discrimination laws and the Equal Protection principles of the U.S. Constitution.

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

Constitution.

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

(c) The offeror affirms that the above requirements are conditions of payment that go to the essence of the contract and are therefore material terms of the contract. Payments under the contract are predicated on compliance with the above requirements, and therefore the offeror will not be eligible for funding under the contract or to retain any funding under the contract absent compliance with the above requirements.

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

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

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

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation Provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed Provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those Provisions, the offeror may identify the Provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation Provision may be accessed electronically at this/these address(es):

https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

(SEP 2024)

FAR 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (JAN 2017) FAR 52.204-7 System for Award Management—Registration (NOV 2025) FAR 52.217-4 Evaluation of Options Exercised at Time of Contract Award (NOV 2025) FAR 52.223-1, Biobased Product Certification (NOV 2025) FAR 52.233-2 Service of Protest (Sep 2025) FAR 52.240-90 Security Prohibitions and Exclusions Representations and Certifications (NOV 2025) https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52

FEDERAL ACQUISITION REGULATION (FAR) AND UNITED STATES DEPARTMENT OF

AGRICULTURE ACQUISITION REGULATION (AGAR) CLAUSES AND PROVISIONS

The clauses and Provisions contained herein are applicable to any order awarded as a result of this solicitation.

The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the order in accordance with (IAW) FAR 12.201-1(b)(2) constitutes acceptance of all terms and conditions contained herein.

As part of the Revolutionary FAR Overhaul (RFO), system updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on Provisions that are not included in this solicitation. Contracting officers will rely on representations from offers based on Provisions in the solicitation. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

FAR or AGAR Clauses Incorporated by Full Text:

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (DEVIATION NOV 2025)

(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—

(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;

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

(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)

FAR 52.246-4 INSPECTION OF SERVICES – FIXED PRICE (AUG 1996)

(a) Definition. “Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

FAR 52.247-21 CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR PROPERTY

DAMAGE (APR 1984)

(1) The Contractor assumes responsibility for all damage or injury to persons or property occasioned through the use, maintenance, and operation of the Contractor’s vehicles or other equipment by, or the action of, the Contractor or the Contractor’s employees and agents.

(2) The Contractor, at the Contractor’s expense, shall maintain adequate public liability and property damage insurance during the continuance of this contract, insuring the Contractor against all claims for injury or damage.

(3) The Contractor shall maintain Workers’ Compensation and other legally required insurance with respect to the Contractor’s own employees and agents.

(4)The Government shall in no event be liable or responsible for damage or injury to any person or property occasioned through the use, maintenance, or operation of any vehicle or other equipment by, or the action of, the Contractor or the Contractor’s employees and agents in performing under this contract, and the Government shall be indemnified and saved harmless against claims for damage or injury in such cases.

AGAR 452.203-71 ANTI-DISCRIMINATION AND DIVERSITY, EQUITY, AND INCLUSION (DEI)

COMPLIANCE (DEC 2025)

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

(1) It is compliant with all applicable Federal anti-discrimination laws and the Equal Protection principles of the

U.S. Constitution, and it will remain compliant for the duration of the contract.

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

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

(c) The Contractor affirms that the above requirements are conditions of payment that go to the essence of the contract and are therefore material terms of the contract. Payments under the contract are predicated on compliance with the above requirements, and therefore the Contractor is not eligible for funding under the contract or to retain any funding under the contract absent compliance with the above requirements.

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

(e) Submission of a knowing false statement relating to Contractor’s compliance with the above requirements and/or eligibility for the contract may subject the Contractor to liability under the False…