C04a LMIR BPA Call Form 1284LM26Q0109.doc

Land Management Integrated Resources BPA Call

Contractor:

BPA No.

BPA RFQ or

Call No.

This will only be sent out to the current BPA Award Holders as of Issue Date.

NAICS Code Exception if Applicable:

______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:

USDA Forest Service Procurement Operations

Land Management Services, Service & Supply, Central 2 JoAnne Meiers, Contract Specialist joanne.meiers@usda.gov

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

ESTIMATED QUANTITY

22.

UNIT OF MEASURE

23.

UNIT PRICE

24.

AMOUNT

Optional Items

Contractor: (Name, Signature, and Date)

Date:

JoAnne Meiers, Contracting Officer

1. DESCRIPTION/STATEMENT OF WORK

The purpose of this contract is to secure services for the cutting, chipping, and hauling of designated ponderosa pine (Pinus ponderosa) and lodgepole pine (Pinus contorta) mountain pine beetle-infested trees in several campgrounds and developed recreation sites. Material will be removed to prevent the spread of the beetle to healthy trees within the recreation sites. Sites are located across the South Platte, Pikes Peak, and South Park Ranger Districts of the Pike National Forest. Cutting, chipping, and hauling will occur for the removal of mountain pine beetle (MPB) (Dendroctonus ponderosae) infested material prior to campground opening dates and MPB flight in June. Cutting of material will be conducted using hand methods only (chain saw, brush cutter, etc). Moving material, chipping, and hauling can be completed with mechanized equipment including chippers or tracked chippers, skid steerers, and/or chip vans. The Contractor shall furnish all labor, equipment, supervision, workman’s compensation, unemployment insurance, transportation, supplies, and incidentals, to perform all work necessary to cut, chip, and haul infested trees. Schedule of items and quantities may shift at time of award due to available funding.

Estimated trees to be removed at the different locations on each District may change depending on new dead or infested trees located during post beetle flight field surveys. Depending on campground opening dates and access due to snow, above line items may be subject to change.

2. SPECIFICATIONS:

General objectives:

· Trees will be designated for removal using a paint color determined before contract start. Marks will be a diagonal slash at breast height. Do not confuse with previously painted dots at stump height, these are designated spray trees from years past. Only trees marked for removal will be counted towards final payment of the contract. Felling activities shall be conducted in a manner to minimize impacts to existing live trees and shrubs within the recreation site.

· Felling may require special techniques to assist directional felling where trees are bound in other trees. Some incidental removal of other trees my be required to facilitate infested tree removal, but these are not part of the count for final payment.

· Diameters will typically vary from 2” DBH- 30” DBH on average, with the average DBH range of past years removal projects being 8”-14” DBH. Tree heights vary from 20’-85’ with the average height in trees removed in years past of approximately 50-60’. Trees selected will be in a variety of conditions from green standing, to red needles, to older dead. Green standing indicates a more recently infested tree, red dead indicates an older attack or recent decline in tree vigor, and older dead may not have needles and may be in various stages of decay.

· The list of trees, their conditions (green vs red dead vs older dead) and their diameters can be supplied upon request post Fall beetle survey.

· Some recreation sites will have limited entry periods due to opening season dates or certain closure dates of recreation sites during operations. Contractor shall work with the COR to schedule their work around temporary or seasonal closures. All work shall be completed in one recreation site before moving to the next, unless otherwise agreed in advance with the COR.

· Not all listed recreation sites on map will have trees marked for removal. They are given as examples of where infested trees have been surveyed in years past. Some recreation sites not on map may be included in contract. Specific tree numbers by Bid item and recreation site will be given in the Fall post beetle survey.

· Trees will be cut using hand methods only while skidders/chippers are allowed as long as all campground improvements are protected or repaired (see avoidance areas below).

Forked Trees: If a selected tree forks above 4.5’ (breast height), it is considered one tree for the purposes of this contract. If a selected tree forks below 4.5’, it will be counted as two separate trees.

Stump Height: Stumps shall be low-stumped, and cut as as flush to the ground as possible. No higher than 5”, at the highest point. For measurement purposes, the stumps will be measured from the highest ground level point to highest point of stump.

Chipping objectives:

While the average tree diameter is 12” DBH, contractors shall use a chipper large enough to handle whole trees at least 25” DBH. If an occasional tree is larger than the chipper capacity, an agreement for removal of the bolewood can be made between the contractor and COR. Before moving to the next recreation site, the work site must be clean with any chipping or debris removed. Chips may be hauled away in chip vans or dump trucks. All infested woody material shall be processed through a chipper to produce chips no larger than 3” in any dimension. Chips exceeding this size shall be re-chipped or removed from the site at the Contractor’s expense.

Safety:

Contractor’s operations shall facilitate the Government’s safe and practical inspection and conduct of other official duties on Contract Area. The Contractor has all responsibility for compliance with safety requirements for the Contractor's employees. If a conflict develops between the requirements of this contract or agreed upon methods of proceeding hereunder and State or Federal safety requirements, the contract shall be modified, and the Contractor may request an equitable adjustment.

a.

Contractor shall provide a copy of their Safety Plan at the Pre-Work Meeting and electronically, via email, to the COR. The Safety Plan shall be kept in the contract folder for OSHA’s review.

b.

The Safety Plan shall be available to all employees and subcontractors working on the contract.

c.

The Safety Plan shall contain contingency plans for emergencies such as medical, fire, hazardous material spills, and any other assessed hazard; as well as prevention and abatement requirements that apply to this contract.

Avoidance:

Within the Project Area, protected improvements exist which shall not be damaged during work activities. These include but are not limited to fences, gates, roads and ditches, power lines, water sewer lines, facilities including picnic tables, outhouses and vent toilets, water faucets, fire rings and grills, garbage containers, directional posts and bollards, site markers, tent pads, information boards, pay station facilities, etc. If these areas are damaged during work, the contractor must alert the COR. The Contracting Officier will determine if the damge can be satisfactory repaired or must be replaced. Work area must be left in a neat, clean state with no littering within the work area.

Sign areas to alert public that there is tree work being completed within the recreation site. Sites will generally be closed during operations, but many of the areas have year round trails that run nearby.

Slash Treatment:

No slash shall be left within the project area and will be chipped and hauled off site.

Access: Access to the area is available via public Forest Service roads. Recreation sites will generally be gated and access will be granted by the COR or through key/codes. Do not leave any gates open during work operations to reduce entry by the public. Upon leaving the work site for the day, ensure all gates are locked and secured upon exit.

Equipment: All equipment shall be in good working condition and be suitable for the work required. Equipment shall have safety signing and appertuenances required by OSHA. Equipment may be inspected by the COR at any time.

Fire Prevention and Control: For each power saw, portable pump, chipper, or other powered equipment, the Contrator shall furnish one shovel (size 0 or larger), and one dry chemical fire extinguiser, 8 oz or larger, immediately available to the operator of the equpment.

Refueling of the equipment shall be done in an area cleared and void of flammable materials.

No cutting shall occur during relevant fire restrictions.

Camping:

The Forest Service (FS) has various camping opportunities. Check with COR and local FS unit for camping requirements, camping permits may be required and are not guaranteed. Verify local fire restriction policies.

2.1 Key Personnel and Required Qualifications or Certifications The contractor shall provide all expertise, labor, supervision, services, equipment, tools, supplies, permits, licenses, insurance, transportation and incidentals necessary to perform cutting and removal of trees for which the desired outcome is in strict accordance with the standards specified in this performance work statement. Operators should be competent and have field experience in the work required. The contractor shall designate a field representative in writing (Field Rep). Each field representative will be fluent in both spoken and written English. The Field Rep shall be readily available to the area of operations when operations are in progress, shall have a copy of the contract on site during operations, and shall be authorized to receive notices regarding performance under this contract and take related actions.

2.2 Government Property FAR 52.245-1 GOVERNMENT PROPERTY (SEP 2021) Digital maps at a scale designated on the map showing the recreation site by bid area will be provided in the Fall post survey. Vicinity maps with possible recreation sites by bid item are provided below. These maps are subject to change and not every recreation site listed is guaranteed to have beetle trees for removal. Forest Service access key and gate information will also be provided prior to contract start.

Maps and digital data do not need to be returned at the end of the contract. Access keys must be returned within 24 hours of final contract acceptance. Replacement cost of lost keys is $300.00 per key.

3. PROJECT LOCATION AND DESCRIPTION

The campgrounds/recreation areas are located on the South Platte, South Park, and Pikes Peak Ranger Districts on the Pike-San Isabel National Forests. The work sites and access to the areas will be given on vicinity project maps as exhibit “A” attached to this solicitation. More detailed site maps will be provided prior to project commencement.

Bid Item 2- South Platte Ranger District- (Approximately 75 trees, Map 1). Trees will be designated for removal in various possible recreation sites including but not limited to those displayed in Map 1. This District is located east of the Continental Divide in the central Rocky Mountains and lies adjacent to the Denver Metro Area in Park, Jefferson, Douglas, Clear Creek, and Teller counties. Sites vary in driving distance from 1 mile up to 70 miles from each other, or generally 1.5 hours. Western side of District is closest to Sedalia and closest accommodations in Highlands Ranch, CO. Eastern side of District is closest to Bailey, CO with accommodations in Morrison or Littleton, CO. Southern side of District is closest to Deckers, CO and closest accommodations are 30 minutes south in Woodland Park, CO.

Bid Item 3- South Park Ranger District: (Approximately 20 trees, Map 2) Trees will be designated for removal in various possible recreation sites including but not limited to those displayed in Map 2. This District includes South Park, part of the Mosquito Range, Eleven Mile Canyon, and Jefferson Lake recreation areas, and the Tarryall Mountains and Puma Hills within Park County. Sites vary in driving distance from 1 mile up to 30 miles from each other, or generally 1.5 hours. Western side of District is closest to Fairplay, CO and eastern side of District closest to Lake George, CO.

Bid Item 4- Pikes Peak Ranger District: (Approximately 50 trees, Map 3) Trees will be designated for removal in various possible recreation sites including but not limited to those displayed in Map 3. This District encompasses Pikes Peak and covers El Paso, Teller, and Douglas Counties. Major recreation areas are the Pikes Peak, Manitou Park, and Rampart Reservoir Recreation Areas. Sites vary in driving time from 1 mile or 2 minutes to 30 minutes, or 20 miles from each other. Majority of recreation areas will be within the immediate vicinity of Woodland Park, CO.

Optional Bid Item 5- South Platte Ranger District, Additional Trees: Upon completion of Fall beetle surveys, additional trees in recreation sites across the South Platte Ranger District will be identified. This number is variable but will be up to 100 trees.

Optional Bid Item 6- South Park Ranger District, Additional Trees: Upon completion of Fall beetle surveys, additional trees in recreation sites across the South Park Ranger District will be identified. This number is variable but will be up to 100 trees.

Optional Bid Item 7- Pikes Peak Ranger District, Additional Trees: Upon completion of Fall beetle surveys, additional trees in recreation sites across the Pikes Peak Ranger District will be identified. This number is variable but will be up to 100 trees.

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) The Contractor shall conduct inspections of treatment units and record the results using procedures described herein. Inspections shall be maintained concurrent with contract work. Completed inspection forms shall be made available to the Government within 24 hours of completion of each i.e., treatment unit and will remain part of the permanent contract file.

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, usually daily at first, to assure that work is proceeding satisfactorily. Compliance inspections will be accomplished by 100 percent visual inspection of each treatment unit and will be based on adherence to the required specifications / cutting prescriptions.

There is no tolerance for skipping a designated tree for felling and removal. Visual inspections of stump heights, site cleanliness, and adherence to worksite and public safety will also be inspected. Recreation site facilities will also be inspected for any damage or repair/replacement needed.

(B) The Contractor shall notify the COR when units 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.

5. COMMENCEMENT PROSECUTION, AND COMPLETION OF WORK

The Contractor shall be required to (a) commence work under this contract within 7 calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than TBD.

6. 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 either virtually or at a site agreed upon on the Pike NF prior to contract start.

7.

EVALUATION CRITERIA:

Contractor must send a technical capability statement briefly explaining:

How they intend to complete this contract as far as time frame, personnel, equipment, and deliverables as well as explaining experience in related work. Include relevant past performance information.

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.

Quotes will be evaluated in two steps:

· Step 1: Quotes will be reviewed initially under a Pass/Fail evaluation to determine if the Technical Capability meets requirements of the call order. Quotes must be signed. Those that do not meet the requirements will be marked unresponsive. Acceptable quotes will then be evaluated under Step 2.

· Step 2: Lowest Price with an acceptable quote will receive the award.

8.

CONTRACTING OFFICER’S REPRESENTATIVE:

COR information will be provided upon award.

9.

LIST OF ATTACHMENTS

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

FAR and AGAR Class Deviations and additional Clauses and Provisions (at end of this document)

Notice for Filing Agency Protests (at end of this document)

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)

The following FAR and AGAR clauses have been added, effective April 2026:

· FAR 52.222-90, Addressing DEI Discrimination by Federal Contractors (APR 2026).

· AGAR Clause 452.203‑72 Unenforceable Supplier Terms (APR 2026) 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 representations when 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.

Additional Provisions and Clauses:

FAR 52.217-5 Evaluation of Options (NOV 2025) FAR 52.217-7 Option for Increased Quantity-Separately Priced Line Item (Mar 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 120 days after award. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

FAR 52.222-90

Addressing DEI Discrimination by Federal Contractors (Apr 2026)

AGAR 452.203-72 Unenforceable Supplier Terms

(a) Definitions.

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

1.

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

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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(f) End user. The supplier agreement 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.

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.

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