C04_Solicitation_1284LM26Q0079.pdf

Land Management Integrated Resources BPA Call

Issue Date: 5/21/2026

Due Date/Time: 6/4/2026

Contractor:

Enter BPA No.

12363N2 A Project Name Trapper Peak Lodgepole Pinecone Collection

BPA RFQ or Call No.

1284LM26Q0079 Location Cassia Division, Minidoka Ranger District, Sawtooth National Forest

Set-Aside Small Business Unrestricted This will only be sent out to the current BPA Award Holders as of Issue Date.

Contractor: Confirm business size by NAICS code below: Small Large Initial:

NAICS Code Exception if Applicable:

Award Information

X This is a single award call order. Contractor must provide pricing for all items listed under Box 20.

This is a multi-award call order. Contractor needs to only provide pricing for all items listed under the specific award(s) they are interested in.

Contractor:

UEI:

Email:

Issuing and Billing Office:

19.

ITEM

NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

NAICS

Code (per Scope of Work)

21.

ESTIMATED

QUANTITY

22.

UNIT OF

MEASURE

23.

UNIT PRICE

24.

AMOUNT

Mandatory Items $ $

1 Lodgepole Pinecone Collection 32 Bushel $ $ 2 $ $

3 $ $

Remarks: All clauses and provisions in the base BPA award are applicable to call orders, however clauses and/or provisions in BPA Call Orders take precedence. See Attachments for additional terms and conditions. The Period of Performance for this Call Order is from the Date of Award through 09/17/2026. Specific item due dates or deliverable due dates are mandatory, not arbitrary, and must be met accordingly, regardless of the final period of performance date.

Total Price:

Contractor: (Name, Signature, and Date)

Date:

Requested By: (Name and Signature)

COR: Bryan Clark Ordered By: (Name and Signature)

Contracting Officer

1. DESCRIPTION/STATEMENT OF WORK

The Trapper Peak Lodgepole Pinecone Collection Project will occur in the Cassia Division within the Minidoka Ranger District of the Sawtooth National Forest. There are four units of collection centered around Trapper Peak. The area of collection totals approximately 15.25 acres. The average collection area is around 3.81 acres with the largest (6.91 acres) being the northernmost unit (unit 1) in the Trapper Peak area. All areas border roads for ease of access and operations. Slopes are gentle to moderate at 0-20% with unit 3 having slopes up to 30%.

Collection trees are all lodgepole pine with a Diameter at Breast Height (DBH) range between 10-14 inches DBH. Average height of the collection trees is 60-75 feet. Trees will be tagged and, for ease of identification, will be flagged around the bole with pink flagging. Forest Service personnel will assist in guiding contractors to designated collection trees.

The primary reason for this collection is the concerns surrounding the Cassia Crossbill and the loss of its habitat and food source due to recent large-scale wildfire. It is estimated the 42% of its habitat has been lost causing a steady decline in Cassia Crossbill population numbers over the last 8 years. The Forest Service needs these vegetation materials to reforest and restore critical Cassia Crossbill habitat in the Cassia Division of the Sawtooth National Forest. This description is specific to this project. See attachment Performance Work Statement for supplemental information.

The Contractor shall furnish all labor, equipment, personal protective equipment (PPE), supervision, transportation, supplies and incidentals to perform the work (except those items designated as Government- furnished property).

2. SPECIFICATIONS:

2.1 Key Personnel and Required Qualifications or Certifications

During operations, the Contractor shall:

1) Provide all climbing equipment and associated gear to safely and successfully perform climbing activities.

2) Have two climbers within voice contact on site while work is being performed.

3) May temporarily stop operations at their discretion when they deem safety is a concern in such cases of inclement weather (i.e. thunderstorms, excessive wind, and precipitation) or for any other reason that may compromise safety.

4) Reserve the right to decline climbing any tree that the Forest Service has designated for cone collection.

5) With on site Forest Service approval, may select adjacent trees to climb that have not been previously designated by the Forest Service for cone collection.

During operations, the Forest Service shall:

1) Be responsible for ground crew to relieve climbers of their cone loads once lowered from the tree, empty said loads, and return the empty containers back to the climbers.

2) Process, clean, measure by bushel, bag and tag processed cones.

3) Provide transport for bagged cones to acceptable storage facilities.

4) Complete the Cone and Seed Handling Checklist.

5) Provide cone collection area maps and vicinity maps.

6) Identify prior to operations and on the cone collection area maps, emergency helipad locations.

7) Maintain active radio coverage during operations in case of emergencies.

2.2 Government Property FAR 52.245-1 GOVERNMENT PROPERTY (SEP 2021)

The Forest Service shall provide the following items and services at the time of the collection:

1) Tree Improvement Cone Collection Tags

2) Para cord for securing tags and sacks

3) Burlap sacks for cone storage

4) Bushel bins for cone cleaning and bushel measurements.

5) Cone and Seed Handling Checklists

3. PROJECT LOCATION AND DESCRIPTION

The legal description for the project area is T14S, R19E; Sections 34 and 35; T15S R19E;

Sections 2 and 10; Boise Meridian. Refer to the Vicinity Map for a detailed description. The project area is to the southeast of Hansen, ID and can be accessed through Rock Creek Road. All four cone collection sites are within 1.5 miles of each other. Hansen, ID can be located via I Phone Maps and the Vicinity and Project maps can be loaded into Avenza for GPS guidance to the project areas.

The lodgepole pinecone collection season usually occurs in early fall. Refer to the Schedule of Items for specific collection window.

4. INSPECTION AND ACCEPTANCE:

4.1 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.

4.2 CONTRACTOR INSPECTION PROCEDURES

(A) General Instructions

1) Once the Contractor ascends a collection tree, the Contractor shall select four cones in the upper 1/3 of the trees crown from each cardinal quarter of the tree and toss them down to government personnel to conduct a face cut inspection of the test cones for quantity and viability of the seed. If inspection results are acceptable, a verbal go ahead will be given to the climber to start operational cone collection of the tree. If the results of the inspection are unacceptable, the climber will descend and select another designated tree to climb repeating the above stated procedure. Inspection forms (Cone and Seed Handling Checklist) shall be maintained concurrently with contract work by Forest Service personnel with the results of the face cut test of collected test cones to allow contractor efficiency in production.

Completed inspection forms will be reviewed by the contractor and shall be made available to the Government within 24 hours of completion of each designated cone collection area (unit) and will remain part of the permanent contract file.

Once a tree has been approved for operational cone collection, climbers will target first, current years cones, then work back towards the center of the tree. When cones show approximately 50% shade of grey from weathering, no more cones should be picked. Cones to be collected shall be in the top 1/3 of the tree.

Total bushels collected shall be roughly divided equally among the designated cone collection areas to ensure sufficient genetic diversity. While cone collection is occurring in a cone collection area, multiple trees shall be used to collect from to assist in genetic diversity.

2) By submission of inspection forms to the Government, the Contractor is considered to be certifying that the unit is satisfactorily completed and that the inspection forms reflect the work accomplished.

3) The Contractor shall submit legible inspection forms. Illegible and incomplete forms shall be returned to the Contractor for correction and re-submission.

4) In the event the Contractor falsifies inspection results, as determined by the Contracting Officer, the Government may declare the Contractor to be in default of the contract. Additionally, the Government may refer such falsifications to the US Attorney’s Office for possible prosecution pursuant to 18 U.S.C.

1001 (Falsification of Government Documents) or 18 U.S.C. 287 (Fraud).

4.3 GOVERNMENT INSPECTION PROCEDURES – COMPLIANCE INSPECTION:

(A) The COR, or a designated inspector, will conduct compliance inspections while work is in progress, to assure that work is proceeding satisfactorily. Compliance inspections will be accomplished by 100 percent visual inspection of each collection area and will be based on adherence to the required specifications.

(B) The Contractor shall notify the COR when cone collection areas are completed prior to his moving out of the general area. Compliance inspections will be conducted within three (3) business days of completion of treatment units and the Contractor notified of any part of the unit(s) requiring additional work or rework.

Work will be accepted on the basis of visual inspection for compliance with specifications on areas reported as completed by the Contractor. Only cones that fit the above cone description as described in 4.2 Contractor Inspection Procedures, subpart (1), paragraph two, and are free of insect signs will be counted towards bushel totals that will be accepted for payment.

4.4 SAFE WORKING CONDITIONS:

After the award is made, the Contractor shall prepare a Safety Plan, outlining actions that will be taken to perform work in a safe manner. The Safety Plan must address how Contractor will assess the work site to determine if it is safe to work in the area, and how conditions will be monitored for changing conditions.

The Safety Plan shall also address the personal protective equipment and mitigating measures the Contractor will do to increase safety on the worksite.

The Contractor shall comply with the safety requirements of the Forest Service Safety and Health Program Handbook FSH 2709.11, Section 22.49 and FSH 6709.12) as well as the National Tree Climbing Guide.

Forest Service Directives (manuals and handbooks) can be found on the following web page: Forest Service Directives (usda.gov) At the request of the Contractor, alternate procedures may be approved by the CO that meet the intent of Forest Service safety requirements but may differ in actual practice. The Contractor shall follow all Federal, State, and local safety laws and regulations applicable to the contract work to be performed, and utilize practices for safe climbing, rescue, and emergency communications.

The Contractor shall:

Have two climbers within voice contact on site while work is being performed.

Provide a statement of technical capability and the number of years the Contractor has performed tree climbing work.

Document the qualifications or skill level of individual personnel who will execute the provisions of the contract.

Specify the techniques and safety practices planned and/or equipment to be used for the contract.

Contractor assumes all risks of loss or damage to his/her equipment and injury to self or employees and will hold and save the Government and its employees harmlessly from liability of any nature or kind resulting from performance of this contract, except for negligent acts of Government employees.

4.5 Worksite and Campsite:

The COR and Government Technical Monitors (GTM) will periodically assess camp and worksites to assess if it is clean and meets the requirements set forth in the contract. The COR will require the Contractor to clean up the work or campsite or suspend operations if it is a safety hazard. Final payment will be withheld until work and campsites are cleaned and meet requirements of the contract or camping permits. Use and Occupancy Restriction Orders are in place for Forests on all three Regions (Northern, Intermountain, and Rocky Mountain Regions) are incorporated by reference into this contract; web links to food storage orders are shown below and copies are attached to this contract. All use and occupancy orders in place at the time of a task order will be adhered to while working on each Forest and or district. Check Regional and Forest web pages under the category “Alerts & Notices” prior to arrival for use and occupancy restrictions.

5. POST AWARD CONFERENCE

A post award conference with the successful offeror is required. It will be scheduled within 10 days after the date of contract award. The conference will be held at Minidoka Ranger District, 2306 Hiland Av., Burley ID.

https://www.fs.usda.gov/treeclimbing/media/NationalTreeClimbingGuide2015April.pdf https://www.fs.usda.gov/im/directives/ https://www.fs.usda.gov/im/directives/

6. EVALUATION CRITERIA:

a.) TECHNICAL APPROACH: The Contractor shall provide a work plan and schedule that demonstrates how the work will be completed within the period of performance identified.

A general work plan may include crew size, work schedule, and production rate that will allow the work to be completed within the period of performance.

b.) RELEVANT EXPERIENCE: The Contractor shall provide relevant work on the experience questionnaire. This can include but is not limited to previous work calls.

The Government will consider the relevance of past performance information obtained in relation to the scope of this procurement with respect to both similar efforts, and the length, scope, number, complexity, and diversity of contracts completed by the firm. Past performance, either positive or negative, which is considered by the Government to be more closely related to the scope of this effort will be given additional weight in the evaluation process.

Government evaluators may avail themselves of various federal, state, and local past performance databases. The Government may research offeror performance on any federal, state, local, and commercial contract performance of the offeror that is known to the Government, but not included on the submitted performance information. Additionally, the personal experience and evaluator knowledge of offeror performance may be utilized.

Evaluation Method The Government will evaluate quotations based on the lowest price technically acceptable criteria. Only the lowest priced offer will be evaluated for Technical Acceptability. Should the lowest priced offer not receive an acceptable technical or past performance rating, the process will continue in order of lowest priced offer until the lowest price, technically acceptable offer with acceptable or neutral past performance is identified.

7. CONTRACT SPECIALIST INFORMATION:

Name: Andrea Haines

E-mail Address: andrea.haines@usda.gov

8. LIST OF ATTACHMENTS

The following attachments are made a part of this solicitation and any resultant contract.

Title Pages Performance Work Statement 27 Collection Tags 3 Minimum Cone Collecting Criteria by Species 2 Cone and Seed Handling Checklist 2 Crown Position Classification 1 Unit Map 1 Vicinity Map 1 Wage Determinations 7 Experience Questionnaire 2 mailto:andrea.haines@usda.gov

March 2025 Class Deviation

This Call Order incorporates two FAR class deviations to ensure compliance with Executive Orders 14148, 14173, 14168, and 14208, issued since January 20, 2025. It also removes references to AGAR clauses and provisions that have been rescinded. These updates reflect recent policy changes and remove outdated requirements, as detailed below.

The following FAR provisions and clauses are hereby removed in their entirety from the LMIR

BPA:

• 52.222-21 Prohibition of Segregated Facilities

• 52.222-26 Equal Opportunity

• 52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026/1

1/This provision was removed to comply with the Executive Order 14236 titled "Additional Rescissions of Harmful Executive Orders and Actions," dated March 14, 2025.

The following FAR clauses now include deviations to align with recent Executive Orders:

• 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial

Services (MAY 2024) (DEVIATION FEB 2025)

• 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—

Commercial Products and Commercial Services (JAN 2025) (DEVIATION FEB 2025)

• 52.223-1 Biobased Product Certification (MAY 2024) (DEVIATION FEB 2025)

• 52.223-2 Reporting of Biobased Products Under Service and Construction Contracts (MAY 2024)

(DEVIATION FEB 2025)

Ther following references to AGAR Clauses and provisions are hereby removed to comply with AGAR Rule 2024-22463 (89 FR 81014):

• AGAR 452.211-74 Period of Performance (FEB 1988)/2

• AGAR 452.215-73 Post Award Conference (NOV 1996) /2

• AGAR 452.219-70 Size Standard and NAICS Code Information (SEP 2001) /2

• AGAR 452.236-72 Use of Premises (NOV 1996) /2

• AGAR 452.236-77 Emergency Response (NOV 1996)

• AGAR 452.236-78 Fire Suppression and Liability (MAY 2014)

• AGAR 452.237-74 Key Personnel (FEB 1988) /2

2/AGAR clauses and provisions that were included in full text have been retained, with only the AGAR reference removed.

The following AGAR clauses is hereby included:

• AGAR 452.236-70 Emergency Response, Fire Suppression and Liability (NOV 2024)

All call orders will incorporate these changes by reference at award.

Disclaimer: 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 agency solicitations. Examples include 52.222-25, Affirmative Action Compliance, and paragraph (d) of 52.212-3, Offeror Representations and Certifications—Commercial

Products and Commercial Services. Contracting officers will not consider these representationswhen making award decisions or enforce requirements. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

In advancement of Section 2 of Executive Order 14208, the removal of requirements related to Executive Order 14057 eliminates all non-statutory sustainability requirements or preferences in purchases of food service wares, including paper straws. In addition to removing requirements related to Executive Order 14057, the attachment also reflects recent updates to Code of Federal Regulation citations for the U.S. Department of Agriculture’s BioPreferred® Program, a statutory purchasing preference program.

These class deviations will remain in effect until rescinded or incorporated into the FAR.

As prescribed in AGAR 433.104-4 (a)(5)(ii), the following Notice for Filing Agency Protests shall be included in every solicitation.

NOTICE FOR FILING AGENCY PROTESTS

United States Department of Agriculture (USDA) Ombudsman Program

The USDA is committed to issuing solicitations and awarding contracts in a fair and prompt manner. The Ombudsman Program for Agency Protests (OPAP) was established to address protest issues within the agency, providing an alternative to costly and time-consuming litigation. Operating independently, OPAP offers relief comparable to that granted by the Government Accountability Office (GAO). Interested parties are encouraged to resolve concerns through USDA’s internal Alternative Dispute Resolution (ADR) process before pursuing external forums such as the GAO. Concerns may be addressed informally or through a formal agency protest filed with either the Contracting Officer or the Ombudsman.

Informal Forum with the Ombudsman

1. Initial Point of Contact: Interested parties who believe a specific USDA procurement is unfair or otherwise defective should first direct their concerns to the applicable Contracting Officer.

2. Escalation: If the Contracting Officer is unable to address their concerns, interested parties are encouraged to contact the USDA Ombudsman for Agency Protests. Under this informal process, the agency is not required to suspend contract award performance. Utilization of the informal forum does not suspend any time requirement for filing a formal protest with the agency or other forums.

3. Required Information: To ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman

1. Effort to Resolve: Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions.

2. Independent Review: If the protester’s concerns remain unresolved, an Independent Review is available by the Ombudsman. The protester may file a formal agency protest with either the Contracting Officer or, alternatively, with the Ombudsman under the OPAP program. Contract awards or performance will be suspended during the protest period unless justified in writing for urgent and compelling reasons or determined in writing to be in the best interest of the Government.

3. Resolution Timeline: The agency’s goal is to resolve protests within 35 calendar days from the date of filing.

4. Required Information: Protests shall include the information set forth in FAR

33.104(a)(3). Failure to submit the required information may result in a delay or dismissal of the protest.

5. Timeliness: Protests must be filed within the timeframes specified in FAR 33.104.

6. Submission: Formal protests under the OPAP program should be submitted electronically to SPE.inquiry@usda.gov and the Contracting Officer.

Election of Forum. By initiating a protest with the USDA, the protester agrees not to pursue the same matter with the Government Accountability Office (GAO) or any other external forum while the agency protest is pending. If a protest is filed externally, the agency protest will be dismissed.

Page last modified on October 15, 2025 FAR Overhaul | FAR Companion Guide

Oct 30, 2025

The Federal Acquisition Regulatory Council has released an update to the FAR Companion as part of the ongoing Revolutionary FAR Overhaul (RFO) Initiative, in accordance with Executive Order 14275 and OMB Memorandum M-25-26.

The following RFO update was posted on October 30, 2025:

• FAR Companion, Version 2.0, includes the initial release of FAR Companion (FC) parts 2, 3, 7, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, 24, 25, 27, 30, 32, 37, 41, 42, 44, 45, 47, 48, 52, and 53.

• Version 2.0 also includes updates to previously released content: update to FC 8.104 pertaining to “required use” contracts and providing more information and resources on Category Management, including beta version content of the Category Management Buying Guide; update to FC 8.401 pertaining to evaluation factors; updates to FC 8.401(b) and FC 12.301 removing references to debriefings; new annotation under FC 8.401(b) related to sole source justification content for FSS orders; new annotation under FC 12.001 related to contracting methods for commercial construction; update to FC

11.204 to clarify brand name or equal as distinct from brand name justifications under FAR 6.104; updates to thresholds referenced due to the October 1, 2025 inflation adjustment rule; various citation corrections throughout; and changed “Reserved” to “No additional guidance” when the FAR Companion does not provide any practice recommendations for that associated FAR part.

• FAR Companion, Version 2 is posted on www.acquisition.gov/far-overhaul.

To view the FAR Companion, Version 2.0. inclusive of all parts and updates, visit: https://www.acquisition.gov/sites/default/files/page_file_uploads/far-companion.pdf

To view all available rewritten FAR Parts and agency deviations, visit: https://www.acquisition.gov/far-overhaul/far-part-deviation-guide.

Stay informed. View the latest FAR Overhaul news and announcements at: https://www.acquisition.gov/far-overhaul.

52.222-90 Addressing DEI Discrimination by Federal Contractors. As prescribed in 22.2203:

mailto:SPE.inquiry@usda.gov http://www.acquisition.gov/far-overhaul https://www.acquisition.gov/sites/default/files/page_file_uploads/far-companion.pdf https://www.acquisition.gov/far-overhaul/far-part-deviation-guide https://www.acquisition.gov/far-overhaul

Addressing DEI Discrimination by Federal Contractors (Deviation DATE)

(a) Definitions. As used in this clause— Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations;

or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of clause)

AGAR 452.203-72 Unenforceable Supplier Terms As prescribed in AGAR 403.571 (c), insert the following clause:

AGAR 452.203-72 Unenforceable Supplier Terms (APR 2026)

(a) Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(n) Indemnification. Any clause of the supplier agreement requiring the supplier or licensor to defend or indemnify the end user is amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C.

516.

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

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

(q) Confidential information. If the supplier agreement includes a confidentiality clause, such clause is amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in the supplier agreement to the contrary, the Government may retain any confidential information as required by law, regulation, or its internal document retention procedures for legal, regulatory, or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of the supplier agreement.

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

(End of Clause)