MSCP-I.pdf

USDA, Agricultural Marketing Service Commodity Procurement Program

1400 Independence Ave., SW, Room 3522-S, STOP 0239 Washington, DC 20250-0239

An Equal Opportunity Provider and Employer

AMS Master Solicitation for Commodity Procurements

– International Programs (MSCP-I) for International Food Assistance Program Purchases

Effective: August 2, 2019

AMS Master Solicitation for Commodity Procurements – International Programs (MSCP-I) for International Food Assistance Program Purchases

Effective Date: August 2, 2019

GENERAL INFORMATION

II. CONTRACT CLAUSES

52.202-1 Definitions (Nov 2013)

4A52.202-1 Additional Definitions Applicable to this Solicitation (Jul 2019)

52.203-3 Gratuities (Apr 1984)

52.203-5 Covenant against Contingent Fees (May 2014)

52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006)

52.203-7 Anti-Kickback Procedures (May 2014)

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010)

52.203-13 Contractor Code of Business Ethics and Conduct (Oct 2015)

52.203-14 Display of Hotline Poster(s) (Oct 2015)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014)

52.204-4 Printed or Copied Double-Sided or Postconsumer Fiber Content Paper (May 2011)10

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)

52.209-1 Qualification Requirements (Feb 1995)

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

4A52.211-1 Delivery Instructions

4A52.211-2 Compensation for Delays in Delivery/Time is of the Essence

4A52.211-3 Regulatory Requirements for Commodities and Packaging

52.211-5 Material Requirements (Aug 2000)

52.211-11 Liquidated Damages- Supplies, Services, or Research and Development (Sep 2000)

4A52.211-11 Carrying Charges

52.211-16 Variation in Quantity (Apr 1984)

452.211-74 Period of Performance (Feb 1988)

4A52.214-14 Place of Performance (Aug 2019)

(End of clause)

52.214-26 Audit and Records—Sealed Bidding (Oct 2010)

52.214-27 Price Reduction for Defective Cost or Pricing Data-Modifications-Sealed Bidding (Aug 2011)

52.214-28 Subcontractor Cost or Pricing Data—Modifications—Sealed Bidding (Oct 2010)18

4A52.214-29 Order of Precedence

4A52.219-1 The 8(a) Program

4A52.219-2 The HUBZone Program

52.219-3 Notice of HUBZone Set-Aside or Sole Source Award (Nov 2011)

52.219-6 Notice of Total Small Business Set-Aside (Nov 2011)

52.219-7 Notice of Partial Small Business Set-Aside (Jun 2003)

52.219-8 Utilization of Small Business Concerns (Oct 2018)

52.219-9 Small Business Subcontracting Plan (Aug 2018) Alternate 1

52.219-14 Limitations on Subcontracting (Jan 2017)

52.219-16 Liquidated Damages-Subcontracting Plan (Jan 1999)

52.219-27 Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)

52.219-30 – Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program. (Dec 2015)

52.222-1 Notice to the Government of Labor Disputes (Feb 1997)

52.222-3 Convict Labor (Jun 2003) (Applicable for contracts exceeding $3,000.)

52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation (May 2018)

52.222-21 Prohibition of Segregated Facilities (April 2015)

52.222-26 Equal Opportunity (Sep 2016)

52.222-35 Equal Opportunity for Veterans (Oct 2015)

52.222-36 – Equal Opportunity for Workers With Disabilities. (Jul 2014)

52.222-37 Employment Reports on Veterans (Feb 2016)

52.222-40 Notification of Employee Rights under the National Labor Relations Act. (Dec 2010)

52.222-54 Employment Eligibility Verification (Oct 2015)

52.223-6 Drug-Free Workplace (May 2001)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

4A52.225-2 U.S. Origin of Agricultural Commodities - Waiver for Certain Ingredients

52.225-3 Buy American Act-Free Trade Agreements-Israeli Trade Act (May 2014)

52.225-5 Trade Agreements (Aug 2018)

52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008)

52.226-6 Promoting Excess Food Donation to Nonprofit Organizations (May 2014)

52.228-2 Additional Bond Security (Oct 1997)

52.228-11 Pledge of Assets (Aug 2018)

52.228-14 Irrevocable Letter of Credit (Nov 2014)

52.229-3 Federal, State, and Local Taxes (Feb 2013)

52.232-1 Payments (Apr 1984)

4A52.232-1 Contractor Expenses

4A52.232-3 Electronic Invoicing

52.232-11 Extras (Apr 1984)

52.232-17 Interest (May 2014)

52.232-23 Assignment of Claims (May 2014)

52.232-33 Payment by Electronic Funds Transfer-System for Award Management (Oct 2018)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.232-40 Providing Accelerated Payments to Small Businesses Subcontractors (Dec 2013)33

52.233-1 Disputes (May 2014)

52.233-3 Protest after Award (Aug 1996)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

52.242-13 Bankruptcy (Jul 1995)

52.242-15 Stop-Work Order (Aug 1989)

52.242-17 Government Delay of Work (Apr 1984)

52.243-1 Changes-Fixed Price (Aug 1987)

52.244-6 Subcontracts for Commercial Items (Jan 2019)

52.246-2 Inspection of Supplies - Fixed-Price (Aug 1996)

52.246-11 Higher-Level Contract Quality Requirement (Dec 2014)

52.246-16 Responsibility for Supplies (Apr 1984)

4A52.246-17 Risk of Loss (Aug 2019)

4A52.246-18 Acceptance

52.247-34 F.o.b. Destination (Nov 1991)

4A52.247-37 Miscellaneous Contract Requirements for F.o.b. Vessel Delivery

52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments (Apr 1984)

452.247-70 Delivery Location (Feb 1988)

52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form) (Apr 1984)

52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr 2012)

52.249-8 Default (Fixed-Price Supply and Service) (Apr 1984)

52.252-2 Clauses Incorporated by Reference (Feb 1998)

52.252-4 Alterations in Contract (Apr 1984)

52.253-1 Computer Generated Forms (Jan 1991)

Solicitation Provisions

452.204-70 Inquiries (Feb 1988)

52.204-8 Annual Representations and Certifications (Oct 2019)

52.209-5 Certification Regarding Responsibility Matters (Oct 2015)

52.209-7 Information Regarding Responsibility Matters (Oct 2018)

4A52.214-1 Electronic Submission of Bids /Submission of Bids

52.214-3 Amendments to Invitations for Bid (Dec 2016)

52.214-4 False Statements in Bids (April 1984)

52.214-5 Submission of Bids (Dec 2016)

52.214-10 Contract Award—Sealed Bidding (July 1990)/ Evaluation of Bids

52.214-12 Preparation of Bids (Apr 1984)

452.214-15 Period of Acceptance of Bids

52.214-22 Evaluation of Bids for Multiple Awards (Mar 1990)

52.214-31 Facsimile Bids (Dec 1989)

52.214-34 Submission of Offers in the English Language (Apr 1991)

52.214-35 Submission of Offers in U.S. Currency (Apr 1991)

452.219-70 Size Standard and NAICS Code Information

52.222-24 Pre-award On-Site Equal Opportunity Compliance Evaluation (Feb 1999)

52.225-4 Buy America Act- Free Trade Agreements-Israeli Trade Act Certificate (May 2014)

52.225-6 Trade Agreements Certificate (May 2014)

52.225-25 Prohibitions on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran - Representation and Certifications (Aug 2018)

452.228-70 Alternative Forms of Security (Nov 1996)

52.232-15 Progress Payments Not Included (Apr 1984)

52.233-2 Service of Protest (Sep 2006)

52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

AMS Master Solicitation for Commodity Procurements for International Food Assistance Programs

GENERAL INFORMATION

This solicitation, called the Master Solicitation for Commodity Procurements – International Programs (MSCP-I or “Master Solicitation”), is used by the U.S. Department of Agriculture (USDA), Agricultural Marketing Service (AMS), Commodity Procurement Program (CPP) for the solicitation of bids and award of contracts for various commodities used in U.S. Government international food assistance programs, such as Food for Peace, Food for Progress, and the McGovern-Dole Food for Education programs.

CPP will periodically issue invitations for bids (IFB), available for viewing on the Web Based Supply Chain Management (WBSCM) public procurement page, and through the Federal Business Opportunities (FBO) website. Bidding and contract related actions, such as viewing WBSCM Purchase Orders (i.e., contracts) and shipping instructions, providing Advance Shipping Notices (ASN), and receipting of goods are performed in WBSCM.

The Master Solicitation will be updated as necessary to incorporate changes in the Federal Acquisition Regulation (FAR), Agricultural Acquisition Regulations (AGAR), and AMS policies and procedures.

Bidders should not assume that a copy of the MSCP-I, once downloaded for a particular IFB will be applicable for subsequent IFBs. The effective date at the top of the Master Solicitation document will govern which version of MSCP-I is applicable to a particular IFB. Changes to the MSCP-I will be bolded in each version. Prior versions of the MSCP-I will be archived and available on the AMS website.

Awards will be made following the principles in the FAR and AGAR. The IFB will specify the commodity; delivery periods; destinations; quantities; the closing time for receipt of bids; acceptance date, and any solicitation provisions and contract clauses applicable to the proposed procurement which are in addition to, or different from, those contained in the Master Solicitation. The full texts of the applicable FAR provisions and clauses incorporated into the contract can be found at https://www.acquisition.gov/far/index.html.

Commodities purchased by AMS must be a product of the United States (see clause 4A52.225-1, U.S.

Origin Product). Specifications and program requirements are further defined in the appropriate commodity specification and/or supplement and are incorporated herein.

Offerors are advised to carefully read this Master Solicitation, the applicable IFB, and the applicable commodity requirements document to understand the invitation, evaluation, and award process for CPP commodity acquisitions for international food assistance programs. Failure to do so will be at the offeror’s risk. These documents are incorporated into the contract. Offerors are cautioned that statements made by Government personnel other than the Contracting Officer are not binding on the Government unless confirmed in writing by the Contracting Officer.

To be eligible to submit a bid, a company must be approved by the Contracting Officer as meeting vendor qualification requirements. For information regarding how to become a qualified bidder, visit the vendor qualification webpage, or contact the Contracting Officer.

This version of the Master Solicitation incorporates https://www.acquisition.gov/far/index.html https://www.fsa.usda.gov/programs-and-services/commodity-operations/procurement-and-sales/vendor-qualification/index

FAR provisions and clauses in effect through FAC 2019-03.

II. CONTRACT CLAUSES

52.202-1 Definitions (Nov 2013)

4A52.202-1 Additional Definitions Applicable to this Solicitation (Jul 2019)

(a) “Agricultural commodity” means commodities and the products of agricultural commodities produced in the United States. A product shall not be considered to be produced in the United States if it contains any ingredient that is not produced in the United States, if that ingredient is:

1. Produced in the United States; and

2. Commercially available in the United States at fair and reasonable prices from domestic sources.

(Authority 7 U.SC. 1732(2), 1736o-1(a), and AGAR 470.103)

(b) “Commingled product” means grains, oilseeds, rice, pulses, other similar commodities and the products of such commodities, when such commodity or product is normally stored on a commingled basis in such a manner that the commodity or product produced in the United States cannot be readily distinguished from a commodity or product not produced in the United States.

(c) “Commodity Credit Corporation (CCC)” means a wholly-owned government corporation within the U.S. Department of Agriculture (USDA).

(d) “Free alongside ship (f.a.s.) (f.a.s. named port of shipment)” means a term of sale which means the seller fulfills its obligation to deliver when the goods have been placed alongside the vessel on the quay or in lighters at the named port of shipment. The supplier is responsible for all costs including but not limited to tollage, wharfage, and handling. The buyer bears all costs and risks of loss of or damage to the goods from that point.

(e) “FGIS” means Federal Grain Inspection Service of the USDA which provides inspection, weighing, and related services on grains, pulses, oilseeds, and processed and graded commodities.

(f) “F.o.b. vessel” means: for dry bulk cargoes, delivered free of expense to the Government loaded, unstowed and untrimmed, on board the designated conveyance at the USDA-approved port facility specified in the contract; and for liquid bulk cargoes, delivered free of expense to the Government on board the ocean vessel provided by USDA at the named port of shipment specified in the contract.

(g) “Grain Acquisition Report and Invoice for Related Charges,” Form KC-228 means a form that is issued by a warehouse operator to CCC in lieu of or in addition to a warehouse receipt.

(h) “Intermodal plant” means delivered free of expense to the Government loaded on board the carrier-supplied conveyance at the origin point.

(i) “Intermodal bridge” means delivered free of expense to the Government delivered in transportation conveyance obtained by the vendor to locations where steamship lines have established and published intermodal rates from a U.S. point to a U.S. port and a foreign destination.

(j) “Instore” means within a USDA-approved warehouse.

(k) “Lowest-landed cost,” means the lowest combined cost of commodity and ocean freight to deliver a commodity to an overseas destination while adhering to cargo preference statutes and regulations.

(l) “Packaging and containers” includes any substance intended for use as a component of materials used in manufacturing, packing, transporting or holding food if such use is not intended to have a technical effect in such food.

(m) “Plant” is defined as the prime or sub-contractor’s facility where an agricultural commodity, or commodity-related item, is manufactured or processed from raw materials into a finished product, assembled from components, or packaged. An offeror’s plant location, cited in an offer, must contain at least one of the industrial or manufacturing processes listed above. A local site which accommodates finished product while awaiting analytical test results, staging for shipment consolidation, or loading into shipping containers/trucks/railcars is considered a supplementary extension of the prime or sub-contractor’s plant facility.

(n) “WBSCM Purchase Order” or “WBSCM PO” means a contract that is accessible in the WBSCM

System. “Contract” is as defined by FAR, i.e., a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. See FAR 2.101 for the full definition.

(o) “World Trade Organization Government Procurement Agreement (WTO GPA) country” means any of the following countries: Armenia, Aruba, Austria, Belgium, Bulgaria, Canada, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or United Kingdom.

52.203-3 Gratuities (Apr 1984)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-5 Covenant against Contingent Fees (May 2014)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-7 Anti-Kickback Procedures (May 2014)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Oct 2010)

[Applicable for contracts exceeding the Simplified Acquisition Threshold of $250,000.]

52.203-13 Contractor Code of Business Ethics and Conduct (Oct 2015)

[Applicable for contracts with values expected to exceed $5.5 million, and with a Performance period of 120 days or more.]

52.203-14 Display of Hotline Poster(s) (Oct 2015)

[Applicable for non-commercial item contracts performed within the United States if the contract value is expected to exceed $5.5 million.]

(b) Definition.

“United States,” as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(c) Display of fraud hotline poster(s). Except as provided in paragraph (c)—

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites—

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(2) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster (s) USDA Hotline, “Report Violations of Laws and Regulations Relating to USDA Programs” Obtain from USDA Office of Inspector General www.usda.gov/oig/hotline.htm Toll Free Number: (800) 424-9121

(d) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract—

(1) Is for the acquisition of a commercial item; or http://www.usda.gov/oig/hotline.htm

(2) Is performed entirely outside the United States.

(End of clause)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014)

52.204-4 Printed or Copied Double-Sided or Postconsumer Fiber Content Paper (May 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)

[Applicable to all solicitations and contracts of $30,000 or more.]

(a) Definitions. As used in this clause:

“Executive” means officers, managing partners, or any other employees in management positions.

“First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that would benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect cost.

“Month of award” means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor.

“Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(1) Salary and bonus.

(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.

(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(5) Above-market earnings on deferred compensation which is not tax-qualified.

(6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

(b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L.

No. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public.

(c) Nothing in this clause required the disclosure of classified information.

(d) (1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) (FAR provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if—

(i) In the Contractor’s preceding fiscal year, the Contractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(2) First-tier subcontract information. Unless otherwise directed by the contracting officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, the Contractor shall report the following information at http://www.fsrs.gov for that first tier subcontract. (The Contractor shall follow the instruction at http://www.fsrs.gov to report the data.)

(i) Unique entity identifier for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company.

(ii) Name of the subcontractor.

(iii) Amount of the subcontract award.

(iv) Date of the subcontract award.

(v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.

(vi) Subcontract number (the subcontract number assigned by the Contractor).

(vii) Subcontractor’s physical address including street address, city, state, and country.

Also include the nine-digit zip code and congressional district.

(viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district.

(ix) The prime contract number, and order number if applicable.

(x) Awarding agency name and code.

(xi) Funding agency name and code.

(xii) Government contracting office code.

(xiii) Treasury account symbol (TAS) as reported in FPDS.

(xiv) The applicable North American Industry Classification System code (NAICS).

(3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract with a value of $30,000 or more, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at https://www.fsrs.gov , if—

(i) In the subcontractor’s preceding fiscal year, the subcontractor received—

(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and http://www.sec.gov/answers/execomp.htm http://www.fsrs.gov/ http://www.fsrs.gov/ https://www.fsrs.gov/

(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements and other forms of Federal financial assistance; and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(e) The Contractor shall not split or break down first-tier subcontract awards to a value less than $30,000 to avoid the reporting requirements in paragraph (d) of this clause.

(f) The Contractor is required to report information on a first-tier subcontract covered by paragraph

(d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires.

(g) (1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards.

(2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and the FPDS database. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM information is incorrect, the contractor is responsible for correcting this information.

(End of clause)

52.209-1 Qualification Requirements (Feb 1995)

(a) Definition. “Qualification requirement,” as used in this clause, means a Government requirement for testing or other quality assurance demonstration that must be completed before award.

(b) One or more qualification requirements apply to the supplies or services covered by this contract.

For those supplies or services requiring qualification, whether the covered product or service is an end item under this contract or simply a component of an end item, the product, manufacturer, or source must have demonstrated that it meets the standards prescribed for qualification before award of this contract. The product, manufacturer, or source must be qualified at the time of award whether or not the name of the product, manufacturer, or source is actually included on a qualified products list, qualified manufacturers list, or qualified bidders list. Offerors should contact the agency activity designated below to obtain all requirements that they or their products or services, or their subcontractors or their products or services, must satisfy to become qualified and to arrange for an opportunity to demonstrate their abilities to meet the standards specified for qualification.

New Vendor/Small Business Coordinator USDA, AMS Commodity Procurement Program NewVendor@ams.usda.gov Linda Steigerwald, 816-926-6168 http://www.sec.gov/answers/execomp.htm http://www.fsrs.gov/ mailto:NewVendor@ams.usda.gov

(c) Even though a product or service subject to a qualification requirement is not itself an end item under this contract, the product, manufacturer, or source must nevertheless be qualified at the time of award of this contract. This is necessary whether the Contractor or a subcontractor will ultimately provide the product or service in question. If, after award, the Contracting Officer discovers that an applicable qualification requirement was not in fact met at the time of award, the Contracting Officer may either terminate this contract for default or allow performance to continue if adequate consideration is offered and the action is determined to be otherwise in the Government’s best interests.

(d) If an offeror, manufacturer, source, product or service has met the qualification requirement but is not yet on a qualified products list, qualified manufacturers list, or qualified bidders list, the offeror must submit evidence of qualification prior to award of this contract. Unless determined to be in the Government’s interest, award of this contract shall not be delayed to permit an offeror to submit evidence of qualification.

(e) Any change in location or ownership of the plant where a previously qualified product or service was manufactured or performed requires reevaluation of the qualification. Similarly, any change in location or ownership of a previously qualified manufacturer or source requires reevaluation of the qualification. The reevaluation must be accomplished before the date of award.

(End of Clause)

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015)

[Applicable for contracts exceeding $35,000.]

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consist of two segments—

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by—

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for--

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government https://www.sam.gov/ official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(End of clause)

4A52.211-1 Delivery Instructions

The Government shall issue to the contractor electronic purchase orders (contracts) in WBSCM.

Notification of the issuance of documents in WBSCM will be sent via email. The contractor shall be responsible for ensuring that it is capable of receiving email communications during the course of the contract. The contractor shall ensure that it has an accurate email address on file with the Government.

The Government will not be responsible for any failure of contractor receipt of electronic information attributable to inoperable receiver equipment and/or software. The Government reserves the right, at its option, to issue Purchase Order by other means such as, but not limited to, facsimile transmission or regular mail.

(End of clause)

4A52.211-2 Compensation for Delays in Delivery/Time is of the Essence

(a) If a Contractor determines that it will not be able to deliver the commodity by the Not-Later-Than (NLT) delivery date, the Contractor shall notify the Contracting Officer immediately. If the reason for not meeting the NLT delivery date is beyond the control or negligence of the Contractor, the Contractor is required to submit a waiver request within 2 working days after the scheduled NLT delivery date. (Sample waiver requests are available online.) Failure to submit a waiver request within the time specified will result in liquidated damages being assessed. Waiver requests submitted after the time specified will not be accepted. See clause 52.211-11, of the Master Solicitation.

(b) If a Contractor delivered a product and the product is rejected, the Contractor shall deliver an acceptable replacement product prior to the end of the NLT delivery date and liquidated damages will not be assessed. However, if the replacement product will be delivered beyond the NLT delivery date, liquidated damages will be assessed.

(c) When deliveries are made by contract carrier or vendor’s own vehicle, the date shown on the signed commercial bill of lading will be considered the date of delivery.

(End of clause)

4A52.211-3 Regulatory Requirements for Commodities and Packaging

(a) The commodity shall conform to the applicable provisions of the "Federal Food, Drug, and Cosmetic Act" (21 U.S.C. 301 et. seq.), as amended, and the relevant regulations, including https://www.ams.usda.gov/sites/default/files/media/PostAward-WaiverRequest.pdf applicable Food Safety Modernization Act regulations (FSMA), and sections in the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (the Bioterrorism Act). The contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations related to its performance under this contract.

(b) All containers and packaging materials shall be constructed to meet the requirements of the Food and Drug Administration for safe contact with the packaged product. In addition, all containers and packaging materials shall be constructed to comply with the sum concentration levels of lead, cadmium, mercury, and hexavalent chromium addressed by the Coalition of Northeast Governors (CONEG) model legislation. The sum of the concentration levels of lead, cadmium, mercury, and/or hexavalent chromium present in any package or packaging component shall not exceed 100 parts per million. Concentration levels shall be determined using American Standard of Testing Materials test methods, as revised, or U.S. Environmental Protection Agency test methods for evaluating solid waste, S-W 846, as revised.

(End of clause)

52.211-5 Material Requirements (Aug 2000)

52.211-11 Liquidated Damages- Supplies, Services, or Research and Development (Sep 2000)

NOTE: Liquidated damages are based upon delivery periods for f.o.b.

destination contracts and f.a.s. vessel contracts for bags only, but based on shipping periods for all others.

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $ (see table below) per calendar day of delay, not to exceed 45 days of delay.

Commodity Liquidated Damages USDA Commodity Requirement

Rate

Per Net Weight

All Purpose Wheat Flour/Bread Flour Bagged Grain Bulgur Wheat/Soy - Fortified Bulgur Canned Salmon Corn Oil Cornmeal Corn-Soy Blend Plus Dehydrated Potato Products Dried Dairy Ingredients Dry Edible Beans Fortified Poultry-Based Spread High Energy Biscuits Milled Rice/Fortified Milled Rice (bagged) Peas & Lentils Ready-To-Use Supplementary Food Ready-To-Use Therapeutic Food Soy-Fortified Cornmeal Sunflower Seed Oil Super Cereal Plus Value Added Soy Products Vegetable Oil Wheat Soy Blend

(WFBF)

(KCBG)

(BWSF)

(CPS)

(CO)

(CM)

(CSBP)

(DPP)

(DDI)

(DEB)

(FPBS)

(HEB)

(MR)

(PL)

(RUSF)

(RUTF)

(SFCM)

(SFSO)

(SCP)

(VASP)

(VO)

(WSB)

$ 0.11

Cwt/day

Nonfortified Nonfat Dry Milk-Export (DME) (.45) Cwt/day Bags (KCP BAGS) $25.00 1,000 bags/day

(b) If the Government terminates this contract in whole or in part under the Default—Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains shipment/ delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default—Fixed- Price Supply and Service clause in this contract.

4A52.211-11 Carrying Charges

(a) For f.o.b. vessel contracts only (excludes bulk oils and tallow), if the Government fails to take delivery by the end of the delivery period for reasons beyond the control of the contractor, the Government will pay carrying charges, on gross metric tons (net metric tons for wheat and sorghum), at the rate of 18 cents per metric ton per day beginning on the day following the end of the delivery period and continuing through the date the vessel presents the notice of readiness. For the purpose of carrying charges, a vessel must have passed all required inspections and be ready to receive grain in the compartments required for loading and a valid Notice of Readiness (NOR) must be presented during normal business hours of 0900 to 1600 local time, Monday through Friday and on Saturday between 0900 to 1200 noon (provided it is not a holiday). If the NOR is filed after business hours, the NOR will be considered presented on the next business day.

(b) For f.o.b. vessel contracts for bulk oil, and tallow, if the Government fails to take delivery by the end of the delivery period for reasons beyond the control of the contractor, the Government will pay to the contractor a premium based on the actual (noncumlative) number of days by which the delivery period is exceeded through the date the vessel presents the notice of readiness as follows:

1) If exceeded by 1, 2, 3, or 4 days, ½ of 1 percent of the f.o.b. price;

2) If exceeded by 5 or 6 days, 1 percent of the f.o.b. price;

3) If exceeded by 7 or 8 days, 1 ½ percent of the f.o.b. price;

4) If exceeded by more than 8 days, an additional premium of ¼ of 1 percent of the f.o.b.

price for each day beyond 8 days.

(c) If the f.o.b. vessel contract contains multiple prices, the premium shall be calculated on the weighted average of the contract prices.

52.211-16 Variation in Quantity (Apr 1984)

(a) A variation in quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping or packing, or allowances in manufacturing process, and then only to the extent, if any specified in paragraph (b) of this clause.

(b) The permissible variation shall be limited to:

Zero (0) percent increase Zero (0) percent decrease.

452.211-74 Period of Performance (Feb 1988)

The period of performance of this contract is stipulated in the IFB.

4A52.214-14 Place of Performance (Aug 2019)

(a) For f.o.b. vessel bulk grain shipments place of performance shall:

(i) Be a federally or state licensed warehouse and be on CCC’s List of Authorized

Warehouses or have a put through agreement or other means to assure timely delivery through an export elevator on CCC’s List of Approved Warehouses, with the ability to load ocean-going vessels and barges from a spout that is physically attached to the storage location.

(ii) Be a federally or state licensed warehouse and be on CCC’s List of Authorized Warehouses or have a put through agreement or other means to assure timely delivery through a dockside facility or a floating Mid- stream facility for exporting milled rice or soybean meal.

(iii) Have the ability to issue or cause to be issued export weight and grade certificates covering the exportation of the product at the location of the elevator. The certificates shall be acceptable to the FGIS.

(iv) Have approved loadout rates for tankers and tween-deckers.

(v) If loading is out of the Great Lakes, trans-shipment will be allowed providing the origin of the loading is out of the Great Lakes. The original Laker vessel shall be loaded at the federally or state licensed warehouse and trans-shipped to a larger ocean-going vessel most commonly in the St. Lawrence Seaway.

(b) For Instore bids, be on CCC’s List of Approved Warehouse or be recognized members of the grain industry and be otherwise able to furnish negotiable warehouse receipts or certified KC-228’s issued from the approved warehouse named in the bid.

(End of clause)

52.214-26 Audit and Records—Sealed Bidding (Oct 2010)

[Applicable for contracts exceeding $750,000.]

52.214-27 Price Reduction for Defective Cost or Pricing Data-Modifications-Sealed Bidding (Aug 2011)

[Applicable for contracts exceeding $750,000.]

52.214-28 Subcontractor Cost or Pricing Data—Modifications—Sealed Bidding (Oct 2010)

[Applicable for contracts exceeding $750,000.]

4A52.214-29 Order of Precedence

Any inconsistencies in the solicitation or contract shall be resolved by giving precedence in the following order:

(a) The Invitation for Bids

(b) Solicitation provisions

(c) Contract clauses

(d) USDA Commodity Requirements

(e) Other documents, exhibits, and attachments

4A52.219-1 The 8(a) Program

For the purposes of contracts made under the 8(a) Program, FAR 19.8, reference to “Contractor,” in all USDA contract or purchase order documents, means the 8(a) firm. In accordance with the Partnership Agreement as authorized under FAR 19.800(e), the Small Business Administration (SBA) has delegated responsibility to USDA for the administration of contracts or purchase orders awarded to 8(a) firms with complete authority to take any action on behalf of the Government under the terms and conditions of the contract. All 8(a) contractors must be on the Qualified Vendors List.

4A52.219-2 The HUBZone Program

(a) The Government will award contracts to eligible HUBZone small business concerns in accordance with FAR Subpart 19.13, except for price evaluation preference mandated by the provisions of 15 U.S.C. 657a and 15 U.S.C. 632(p)(5)(A)(i)(III)(cc). The HUBZone price evaluation preference shall be applied as follows:

(b) For agricultural commodities procured for international food aid programs, the price evaluation preference shall be 5% on the first portion of a contract to be awarded that is not greater than 20% of the total volume of each commodity being procured in a single invitation.

(c) In any case in which a contract is to be awarded on the basis of full and open competition, the price offered by a qualified HUBZone small business concern shall be deemed as being lower than the price offered by another offeror (other than another small business concern), if the price offered by the qualified HUBZone small business concern is not more than 5 percent higher than the price offered by the otherwise lowest, responsive, and responsible offeror.

(d) In accordance with the provision of 13 CFR 125.6(d), in the case of a contract for the procurement by the Secretary of Agriculture of agricultural commodities, none of the commodity being procured will be obtained by the prime contractor through a subcontract for the purchase of the commodity in substantially the final form in which it is to be supplied to the Government.

(End of clause)

52.219-3 Notice of HUBZone Set-Aside or Sole Source Award (Nov 2011)

(a) Definition. See 13 CFR 125.6(e) for definitions of terms used in paragraph (c).

(b) Applicability. This clause applies only to--

(1) Contracts that have been set aside or reserved for, or awarded on a sole source basis to, HUBZone small business concerns;

(2) Part or parts of a multiple-award contract that have been set aside for HUBZone small business concerns; and

(3) Orders set-aside for HUBZone small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from HUBZone small business concerns. Offers received from concerns that are not HUBZone small business concerns will not be considered.

(2) Any award resulting from this solicitation will be made to a HUBZone small business concern.

(d) Agreement. A HUBZone small business concern agrees that in the performance of the contract, in the case of a contract for—

(1) Services (except construction), at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern or employees of other HUBZone small business concerns;

(2) Supplies (other than acquisition from a nonmanufacturer of the supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern or other HUBZone small business concerns;

(3) General construction.

(i) At least 15 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees;

(ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees or on a combination of the HUBZone prime contractor’s employees and employees of HUBZone small business concern subcontractors; and

(iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns; or

(4) Construction by special trade contractors.

(i) At least 25 percent of the cost of contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees;

(ii) At least 50 percent of the cost of the contract performance to be incurred for personnel will be spent on the HUBZone prime contractor’s employees or on a combination of the HUBZone prime contractor’s employees and employees of HUBZone small business concern subcontractors;

(iii) No more than 50 percent of the cost of contract performance to be incurred for personnel will be subcontracted to concerns that are not HUBZone small business concerns.

(e) A HUBZone joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (d) of this clause will be performed by the aggregate of the HUBZone small business participants.

(f) (1) When the total value of the contract exceed $25,000, a HUBZone small business concern nonmanufacturer agrees to furnish in performing this contract only end items manufactured or produced by HUBZone small business concern manufacturers.

(2) When the total value of the contract is equal to or less than $25,000, a HUBZone small business concern nonmanufacturer may provide end items manufactured by other than a HUBZone small business concern manufacturer provided the end items are produced or manufactured in the United States.

(3) Paragraphs (f)(1) and (f)(2) of this section do not apply in connection with construction or service contracts.

(g) Notice. The HUBZone small business offeror acknowledges that a prospective HUBZone awardee must be a HUBZone small business concern at the time of award of this contract.

The HUBZone offeror shall provide the Contracting Officer a copy of the notice required by13 CFR 126.501 if material changes occur before contract award that could affect its HUBZone eligibility.