Section H_ Liability Agreement.docx

Section H - Special Contract Requirements CLAUSES INCORPORATED BY REFERENCE

252.232-7006 Wide Area WorkFlow Payment Instructions JAN 2023

LIABILITY AGREEMENT

Inconvenience Limitation Liability Agreement The proposed contract is Single-Award Indefinite Delivery/Indefinite Quantity (ID/IQ) Time and Material (T&M) contract, with the ability to issue Task Orders (TOs) with fixed price, Labor Hour (LH), and Cost Contract Line Item Numbers (CLINs). The Government will issue TOs for each individual requirement, which may be decreased based on mission needs. In the event a task order must be de-scoped, the following will be in effect:

1. The Contracting Officer (KO), or designated representative, may occasionally cancel a course at short notice before instruction begins, delay its start, or terminate a course early due to a sudden change in requirements or assignments. Each Contractor shall identify, in writing, a designated point of contact to receive and act on notices of course changes, cancellations, or delays. In such cases the Government will reimburse the Contractor according to the following conditions:

a. If the Contractor receives a notice of cancellation with at least two weeks’ notice prior to the scheduled start of instruction, the Contractor will not be entitled to inconvenience compensation.

b. If the Contractor receives a notice of cancellation less than two weeks prior to the scheduled start of instruction, the Contractor will be authorized payment for a cancellation fee of 80 hours at the proposed instructional rate.

c. If the Contractor receives notice of a course curtailment with a two-week advance notice, the Contractor will be authorized payment for a cancellation fee of 40 hours at the proposed instructional rate. If a class is curtailed with less than a two-week notice, the Contractor will be authorized a cancellation fee of 80 hours at the proposed instructional rate.

2. Ongoing enrolled students will occasionally miss hours or days of instruction due to illness or other excused absence as determined by the Contracting Officer’s Representative (COR). In such cases, the Government will reimburse the Contractor according to the following conditions:

a. In instances where the Contractor has been provided less than five business days’ notice in advance of such absence, either by the student or by the COR (either by phone or utilizing the electronic process directed by DLI-W), the Contractor may invoice as if the instruction was provided. Such missed instructional hours may not be rescheduled without authorization of the COR.

b. In instances where the Contractor has been provided more than more than five business days notice in advance of a student class absence (utilizing the electronic process directed by DLI-W), either by the student or by the Contracting Officer’s Representative, the Contractor will not be allowed to charge for those hours. The missed hours will be considered “banked hours” and may be rescheduled at the mutual convenience of students and teachers.

1) Banked hours due to timely student cancellation shall not be charged to the Government during the period of performance.

2) If there are any unused banked hours at the completion of the period of performance of the specific task order, the Contractor may bill the Government for 25% of those hours (up to 40 hours) at the agreed upon hourly rate for the language.

3. There will be no charge to the Government for instruction canceled due to inclement weather or other National/Local emergency conditions. Instruction scheduled for any such day or days may be rescheduled at the mutual convenience of students and teachers. When an "unscheduled leave/liberal/leave/delayed arrival policy” is declared, as determined and announced by the US Office of Personnel Management, a student’s failure to appear for scheduled training will authorize the contractor to charge under the above procedures pertaining to absences (Para. 2b above), unless the student and the Contractor or his designated point of contact, have mutually agreed to cancel class while such policy is in effect, or have agreed to conduct training via distance-learning platform specifically for that day. See http://www.opm.gov/status/ for the Federal Government Operating Status in the Washington, DC, Area.

4. Any cancellations must immediately be provided in writing to the Contracting Officer once all parties are aware of the situation.