MIFB-D_8-28-26.pdf

USDA, Agricultural Marketing Service

Commodity Procurement Program

An Equal Opportunity Provider and Employer

AMS Master Invitation for Bids Domestic Commodity Procurement

(MIFB-D)

For Domestic Food Distribution Program Purchases

Effective: August 28, 2026

MIFB-D Updates included in this version, (i.e., changes from the April 24, 2026, version).

Contract Clauses and Provisions Updated Clause/

Provision Number

Clause/Provision Name Provision or Clause Change

4A52.204-81 Use of Electronic Data Interchange (EDI) or Other Automation Technologies

C

This clause is replaced by AGAR 452.204-72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026). There are minor updates to the phrasing of the clause, but the underlying requirements are unchanged.

4A52.225-80 U.S. Origin Verification and Tracebacks C

This clause is replaced by AGAR 452.225-71 U.S. Origin Verification and Tracebacks (May 2026). There are minor updates to the phrasing of the clause, but the underlying requirements are unchanged.

452.204-70 Modification for Contract Closeout C

There are minor updates to the phrasing of the clause, but the underlying requirements are unchanged (April 2026).

452.203-72 Unenforceable Supplier Terms C This clause is added.

4A52.219-80 The 8(a) Program C This clause is removed.

4A52.226-80 Farmer-Owned Cooperative Participation

P This provision is replaced by 452.219-71 Farmer-Owner Cooperative Participation (June 2026).

Other Updates

52.212-4 Terms and Conditions—Commercial Products and Commercial Services

C A reference in section B to 4A52.225-80 is updated to 452.225-71.

52.211-11 Liquidated Damages—Supplies, Services, or Research and Development

C Updated table formatting

AMS Master Invitation for Bids – Domestic Programs (MIFB-D) for Domestic Food Distribution Programs Purchases Commercial Item, Sealed Bidding

Contents

I. GENERAL INFORMATION

II. CONTRACT CLAUSES

52.252-2 Clauses Incorporated by Reference (Feb 1998)

52.212-4 Terms and Conditions—Commercial Products and Commercial Services (Nov 2025)

452.203-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Dec 2025)

452.203-72 Unenforceable Supplier Terms (May 2026)

452.204-70 Modification for Contract Closeout (Apr 2026)

452.204–72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026)

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

452.211-74 Delivery Instructions – Commodity Procurement (Sept 2025)

452.211-75 Advance Shipment Notice (ASN) and Unloading Appointment (Sept 2025)

452.211-76 Regulatory Requirements for Commodities and Packaging (Sept 2025)

452.211-77 Commodity/Packaging Labeling Requirements (Sept 2025)

452.211-78 Compensation for Delays in Delivery (Sept 2025)

452.211-79 Unitization Requirements (Sept 2025)

4A52.219-81 The HUBZone Program (Jan 2022)

452.225-70 U.S. Origin Product - Domestic and International (Dec 2025)

452.225-71 U.S. Origin Verification and Tracebacks (May 2026)

4A52.232-70 Contractor Expenses (June 2021)

4A52.232-80 Electronic Invoicing (Sept 2025)

52.246-11 Higher-Level Contract Quality Requirement--Dairy, Grain and Oilseed Products (Dec 2014) [as applicable]

452.246-71 Manufacturing Practices (Oct 2025)

452.246-73 FDA Food Facility Registration Number (Oct 2025)

452.247-70 Loading, Blocking, and Bracing for Multiple Delivery Points (drops) on One Conveyance – Domestic (Oct 2025)

452.247-71 Special Instructions for Shipments to Puerto Rico – Domestic (Oct 2025)

452.247-72 Bill of Lading Notations – Domestic (Oct 2025)

452.247-73 Seals on Transportation Conveyances (Oct 2025)

452.247-74 Additional Shipping Requirements – Domestic (Oct 2025)

III. CONTRACT DOCUMENTS, EXHIBITS, AND ATTACHMENTS

DOMESTIC ORIGIN CERTIFICATION FOR FRUIT, VEGETABLE, AND POULTRY PRODUCTS

DOMESTIC ORIGIN CERTIFICATION FOR RICE PRODUCTS

IV. SOLICITATION PROVISIONS

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

452.203-70 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Certification (Dec 2025)

52.209-1 Qualification Requirements (Sept 2025)

52.209-7 Information Regarding Responsibility Matters (Sept 2025)

452.209-70 Past Performance with Regard to Offeror’s Present Responsibility - Commodities (Oct 2025) . 34

452.214-71 Electronic Submission of Bids (Oct 2025)

452.214-72 Place of Performance - Domestic (Oct 2025)

52.219-1 Small Business Program Representations (Nov 2025)

452.219-71 Farmer-Owned Cooperatives Participation (June 2026)

452.246-70 Food Defense Requirements (Oct 2025)

I. GENERAL INFORMATION

This Master Invitation for Bids for Commodity Procurements–Domestic Programs (MIFB-D, or “Master Invitation for Bids”), is used by the U.S. Department of Agriculture (USDA), Agricultural Marketing Service (AMS), to provide contract clauses and solicitation provisions applicable to the solicitation of bids and award of contracts for various commodities for use in domestic food distribution programs, such as the National School Lunch Program, Commodity Supplemental Food Program, Food Distribution Program on Indian Reservations, and The Emergency Food Assistance programs. The Master Invitation for Bids also provides general guidance to potential bidders and/or offerors.

USDA will periodically issue solicitations under this Master Invitation for Bids to purchase agricultural commodities and the products thereof (USDA Foods) for distribution through domestic food distribution programs. USDA Foods under this contract must be a product of the United States (see clause 452.225-70 U.S. Origin Product). Specifications and program requirements are further defined in the appropriate commodity specification and/or supplement and are incorporated herein.

The Master Invitation for Bids is 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 Master Invitation for Bids, once downloaded for a particular IFB, will be applicable for subsequent IFBs. The effective date at the top of the Master Invitation for Bids document governs which version of the Master Invitation for Bids is applicable to particular solicitation/invitations for bids (IFB).

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 Invitation for Bids. The full texts of the applicable FAR provisions and clauses incorporated into the contract can be found at https://www.acquisition.gov/far/part-52.

Offerors are advised to carefully read this Master Invitation for Bids, the applicable IFB, and the applicable commodity specification/requirements and/or supplement. Failure to do so will be at the offeror’s risk.

These documents are incorporated by reference 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. Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

Offer prices will be either f.o.b. (or f.a.s. vessel) at the destinations listed in the applicable IFB or on a shipping point basis. If f.o.b. destination, bids will be invited on a purchase unit basis or multiples thereof, https://www.acquisition.gov/far/part-52 except that from time to time the IFB will indicate two or more destinations in a line item which will require a split delivery (drop) at each destination. Delivery by either trucks or railcars is at the option of the Contractor except for those destinations which specify the method of delivery. If f.o.b. origin, delivery of the commodity will be made either f.o.b. railroad cars or trucks or in-store at USDA’s option, at the shipping points named in the IFB.

Offers, modifications, and withdrawals shall be submitted electronically via the Web Based Supply Chain Management Computer System (WBSCM). Submission of the aforementioned by any means other than WBSCM will be deemed nonresponsive. WBSCM is available online at: https://portal.wbscm.usda.gov/.

This version of the Master Invitation for Bids incorporates FAR clauses and provisions in effect through

FAC 2026-01.

II. CONTRACT CLAUSES

Federal Acquisition Regulation (FAR) and United States Department of Agriculture Acquisition Regulation (AGAR) Clauses and Provisions The clauses and provisions contained herein are applicable to any contract or order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the contract or order constitutes acceptance of all terms and conditions contained herein.

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

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/

(End of clause)

52.212-4 Terms and Conditions—Commercial Products and Commercial Services (Nov 2025)

Addenda to 52.212-4

(a) Definitions – 52.212-4 Addendum.

a. When a solicitation provision or contract clause uses a word or term that is defined in the

Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless—

(A) The solicitation, or amended solicitation, provides a different definition;

(B) The contracting parties agree to a different definition;

(C) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(D) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

b. Definitions applicable to this solicitation— https://www.acquisition.gov/

“Agricultural Commodity” or “USDA Food” means a product grown, processed, and otherwise prepared for sale or distribution exclusively in the United States except with respect to minor ingredients (See AGAR 470.103(b)). Ingredients from nondomestic sources will be allowed to be utilized as a United States product if such ingredients are not otherwise: (1) produced in the United States; and (2) commercially available in the United States at fair and reasonable prices from domestic sources. See clause 452.225-70, U.S.

Origin Product.

“Federal Holiday” means legal public holidays observed by the Federal Government in accordance with 5 USC 6103. The Federal Government observes the following days as holidays:

New Year’s Day January 1st* Martin Luther King’s Birthday Third Monday in January

Presidents’ Day Third Monday in February Memorial Day Last Monday in May Juneteenth National Independence Day

June 19th*

Independence Day July 4th*

Labor Day First Monday in September

Columbus Day Second Monday in October

Veterans’ Day November 11th

Thanksgiving Day Fourth Thursday in November

Christmas Day December 25th* *If the date falls on a Saturday, the Government holiday is the preceding Friday. If the date falls on a Sunday, the Government holiday is the following Monday.

“United States” includes the United States, its territories or possessions, the Commonwealth of Puerto Rico, or the Trust Territories of the Pacific Islands.

“WBSCM” means USDA’s Web Based Supply Chain Management system which shall be used by the contractor and the Government for applicable contract transactions, as determined by the Government. USDA will provide the system at no charge for appropriate use by the contractor. WBSCM terminology, requirements, and processes shall automatically apply to the contract, as applicable. In the event of a conflict between WBSCM and FAR/AGAR terminology, FAR/AGAR terminology shall take precedence.

“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 and the buyer to pay for them. (See FAR 2.101 for the full definition.)

https://www.ecfr.gov/current/title-48/chapter-4/subchapter-I/part-470#470.103

(b) Inspection/Acceptance – 52.212-4 Addendum.

1) Inspection. The Government reserves the right to perform quality assurance at source;

source includes, but is not limited to, contractor’s manufacturing facility, packaging facility, warehouse, in-house laboratory, subcontractor’s facilities, etc.

2) Acceptance. Formal acceptance shall occur when the Government approves the invoice for payment. The Government reserves the right to completely or partially reject or revoke acceptance of non-conforming product (manufacturers lots, sub-lots, production dates or the like) either before or after formal acceptance occurs.

3) Non-Compliance. Regardless of whether formal acceptance has occurred, the Government may enforce any and all contract terms upon learning that the contractor has violated such terms, including, but not limited to, the requirement in 452.225-71 U.S. Origin Verification and Tracebacks to confirm 100 percent domestic origin.

(d) Changes – 52.212-4 Addendum.

The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

a. Method of shipment or packing.

b. Place of delivery.

c. Time of delivery.

If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract, unless the contract terms provide for regional delivery pricing that covers cost adjustments. The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract. If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(o) Warranty – 52.212-4 Addendum.

(1) Liability for Losses Due to Deterioration or Spoilage

The Contractor shall reimburse USDA for all losses due to deterioration or spoilage sustained by USDA for which the Contractor is responsible, but only if such losses are discovered within a reasonable time, as determined by USDA, after delivery. The Contractor agrees to reimburse USDA for such losses within 10 days after date of billing by USDA. That part of the commodity as to which USDA makes a claim based on deterioration or spoilage shall be held by USDA subject to disposition instructions of the Contractor (unless the nature of the deterioration or spoilage is such as to require condemnation and destruction as determined by USDA or its authorized representative) but need not be held by USDA in excess of 30 days after USDA sends notice of such claim to the Contractor. In lieu of reimbursing USDA, the Contractor may replace the deteriorated or spoiled commodity with an equal quantity of commodity which conforms to all contract requirements and specifications, if such replacement is agreed to by USDA.

(2) Liability for Losses Due to Product Recalled for Health or Safety Risk In the event the commodity or product is recalled due to a health or safety risk, the Contractor is responsible for all costs associated with removal and replacement of recalled commodities or products, and reimbursement of State and local costs incurred as a result of the recall, as outlined in the Food and Nutrition Service’s (FNS) Commodity Hold and Recall Process. A copy of this report can be obtained at: https://fns-prod.azureedge.us/sites/default/files/resource-files/Responding_Food_Recall_FNS_05302014.pdf. These costs include, at a minimum, storage, transportation, processing, and distribution of the commodities or products.

(r) Order of Precedence – 52.212.4 Addendum Contracts issued pursuant to this Master Solicitation also incorporate the following documents as part of the contract: the applicable solicitation; the applicable commodity specification and/or supplement; the Contractor’s offer; and the contract/WBSCM Purchase Order. If the contract documents are inconsistent or contradictory, the following order of precedence will prevail giving precedence in the following order:

1. Solicitation,

2. Master Solicitation,

3. Commodity Specification and/or Supplement,

4. Other documents, exhibits, and attachments.

(end of Addenda)

Clauses Incorporated by Reference Number Title Date

52.203-6 with Alt I Restrictions on Subcontractor Sales to the Government Jun-20

52.203-13 Contractor Code of Business Ethics and Conduct Nov-21 52.203-17 Contractor Employee Whistleblower Rights Nov-23

52.203-19

Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements Jan-17

52.204-13 System for Award Management Maintenance Nov-25

52.209-6

Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment Sep-25

52.209-9

Updates of Publicly Available Information Regarding Responsibility Matters Sep-25

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations Sep-25 52.219-6 Notice of Total Small Business Set-Aside Nov-25 52.219-8 Utilization of Small Business Concerns Nov-25 52.219-9 with Alt I Small Business Subcontracting Plan, with Alternate I Nov-25 https://fns-prod.azureedge.us/sites/default/files/resource-files/Responding_Food_Recall_FNS_05302014.pdf https://fns-prod.azureedge.us/sites/default/files/resource-files/Responding_Food_Recall_FNS_05302014.pdf https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_203_6 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_203_13 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_203_17 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_203_19 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_209_6 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_209_9 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_209_10 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_6 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_8 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_9

52.219-14 Limitations on Subcontracting Nov-25 52.219-16 Liquidated Damages—Subcontracting Plan Nov-25 52.219-28 Postaward Small Business Program Rerepresentation Nov-25 52.219-33 Nonmanufacturer Rule Nov-25 52.222-3 Convict Labor Nov-25 52.222-19 Child Labor—Cooperation with Authorities and Remedies Nov-25 52.222-35 Equal Opportunity for Veterans Nov-25 52.222-36 Equal Opportunity for Workers with Disabilities Nov-25 52.222-37 Employment Reports on Veterans Nov-25

52.222-40

Notification of Employee Rights Under the National Labor Relations Act Nov-25

52.222-50 Combating Trafficking in Persons Nov-25 52.222-90 Addressing DEI Discrimination by Federal Contractors Apr-26 52.223-23 Sustainable Products and Services Nov-25 52.225-1 Buy American-Supplies Nov-25 52.225-5 Trade Agreements Nov-23

52.226-8

Encouraging Contractor Policies to Ban Text Messaging While Driving May-24

52.229-12 Tax on Certain Foreign Procurements Jul-25 52.232-11 Extras Apr-84

52.232-29

Terms for Financing of Purchases of Commercial Products and Commercial Services Nov-21

52.232-33

Payment by Electronic Funds Transfer—System for Award Management Oct-18

52.232-40

Providing Accelerated Payments to Small Business Subcontractors Mar-23

52.233-3 Protest After Award Sep-25 52.233-4 Applicable Law for Breach of Contract Claim Sep-25 52.240-91 Security Prohibitions and Exclusions Nov-25 52.242-13 Bankruptcy Jul-95 52.242-15 Stop-Work Order Aug-89 52.242-17 Government Delay of Work Apr-84 52.244-6 Subcontracts for Commercial Products and Commercial Services Apr-26 52.246-15 Certificate of Conformance Apr-84 52.247-34 F.o.b. Destination Jan-91 52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments Apr-84

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels-- Alternate II

Nov-21

52.253-1 Computer Generated Forms Nov-25 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_14 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_16 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_28 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_219_33 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_3 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_19 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_35 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_36 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_37 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_40 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_222_50 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_223_23 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_225_1 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_225_5 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_226_8 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_229_12 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_232_29 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_232_33 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_232_40 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_233_3 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_233_4 https://www.acquisition.gov/far-overhaul/far-part-deviation-guide/far-overhaul-part-52#FAR_52_240_91

AGAR Clauses

452.203-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Dec 2025)

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

1. It is compliant with all applicable Federal anti-discrimination laws and the Equal Protection principles of the U.S. Constitution, and it will remain compliant for the duration of the contract.

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

Constitution, and the Contractor and any subcontractor or teaming partner will not do so for the duration of the contract.

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

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

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

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

f) The Contractor must include the provisions of this clause in all subcontract solicitations.

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

(End of Clause)

452.203-72 Unenforceable Supplier Terms (May 2026)

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

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.

2. 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 must govern and supersede any supplier terms in all cases.

(c) Authorization Required. Notwithstanding any other provision, no supplier terms must 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 must bind the ordering activity as the end user to the extent it does not conflict with the terms of this clause, but it must 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 must 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 must 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 must 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 must 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, must 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.

452.204-70 Modification for Contract Closeout (Apr 2026)

a) If unliquidated funds in the amount of $1000 or less remain on the contract, the Contracting Officer (Contracting Officer) may issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but is not required to provide a signature. The Contracting Officer will immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

b) For commercial contracts not exceeding the simplified acquisition procedure threshold under FAR 12.001(c), if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification. Only the modification requires the contractor’s signature, though a Release of Claims may be requested. If the required documents are not returned within 60 days, the

Contracting Officer will issue a unilateral modification and proceed with closeout once performance is complete, acceptance is confirmed, and final payment is made.

c) For all other non-commercial or non–cost-reimbursement contracts, if more than $1,000 in unliquidated funds remain at closeout, the Contracting Officer will issue a bilateral deobligation modification and a Release of Claims, both requiring contractor signature. If these documents are not returned within 120 days, the Contracting Officer will issue a unilateral modification u and proceed with closeout upon completion of performance, acceptance, and final payment.

(End of clause)

452.204–72 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (Apr 2026)

a) In the event that Electronic Data Interchange (EDI) functionality or other automation technologies such as Robotics Process Automation is utilized to facilitate electronic transactions between USDA and its contractors, it is the sole responsibility of the contractor to ensure accuracy of the electronically transferred data. The Government’s electronic system must serve as the system of record for all data exchanged or retrieved.

b) The Government must not be liable to the contractor for any delay or failure associated with EDI or other automation technologies. The contractor’s use of this service is at the contractor’s sole risk. For electronic or automated services provided by USDA to the contractor, the services are provided on an “as is” and “as available” basis. For electronic or automated services provided by the contractor that interact with the USDA electronic systems, the USDA is not responsible for any costs incurred by the contractor related to the development, test, or support of the services. The contractor must be responsible for all fees associated with EDI. The contractor is responsible for the confidentiality and security of its systems, interfaces, interconnections, and any documents that the customer receives from The Government pursuant to the contract.

c) The Government reserves the right to restrict, refuse, or cancel any participation in EDI services.

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

(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 per calendar day of delay, not to exceed 45 days of delay, at the following rates:

Commodity Rate Per Net Weight

Animal Slaughtering (except Poultry) (Fine Ground/Coarse Ground Beef/Beef Patties/Pork Products) Canned Dried Beans / Canned Fruit / Canned Juice / Canned Vegetables Canning, Specialty (Canned Beef Chili without the beans/Beef Stew) Chicken Products / Chicken Bulk / Turkey Products Corn Syrup Dehydrated Products, Dried Fruit Dry Beans / Legumes Eggs Products Frozen Fruit/ Frozen Juice/ Frozen Vegetables Nuts, Roasted Peanuts, Raw Shelled Perishable Prepared Food Manufacturing (Fresh Fruits and Vegetables, Fresh Sliced Apples, Baby Carrots, etc.)

Seafood Products Preparation and Packaging (Fresh and Frozen Seafood)

$0.0025 Lb/day

Bakery Flour Products Bakery Flour Mix Corn Products Wheat Flour Whole Wheat Pancakes Whole Wheat Tortillas

$ 0.15 Cwt/day

Rice Products Wild Rice $ 0.20 Cwt/day

Crackers (Saltine) Instant Rice Baby Cereal Pasta Product Macaroni and Cheese

$ 0.30 Cwt/day

Processed Cereal Products Vegetable Oil Products $ 0.35 Cwt/day

Milk, Fresh Fluid $ 0.30 Cwt/day Butter Cheese (Bulk) Cheese (Processed) Evaporated Milk Fortified R-T-E Cereals Infant Formula Instant Nonfat Dry Milk Mozzarella Cheese Peanut Products Sunflower Seed Butter Ultra-High Temperature Milk Yogurt High Protein Yogurt

$ 0.45 Cwt/day

(b) If the Government terminates this contract in whole or in part under 52.212-4 paragraph (m) Termination for cause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains 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 52.212- 4 paragraph

(f) Excusable delays in this contract.

452.211-74 Delivery Instructions – Commodity Procurement (Sept 2025)

The Government will issue electronic purchase orders in WBSCM and notify the contractor via email. The contractor must ensure it can receive emails during the contract and maintain an accurate email address on file.

The Government is not responsible for email receipt failures due to contractor equipment or software issues. The Government reserves the right to also issue Purchase Orders by alternative methods, including fax or regular mail.

452.211-75 Advance Shipment Notice (ASN) and Unloading Appointment (Sept 2025)

(a) The Contractor shall enter a WBSCM advanced shipment notice (ASN) on or before the shipment date. Contractors are encouraged to create the ASN as soon as a delivery appointment is scheduled, but no less than 24 hours beforehand. Accurate information must be provided in the ASN, which alerts the recipient agency of the shipment. Advanced shipment notices shall include:

1. Shipper’s name

2. Commodity

3. Sales Order or Requisition Number (SO or RN)

4. Units per (SO or RN)

5. Destination

6. Purchase Order Number

7. Ship date

8. Mode of transportation. If truck, anticipated date of arrival.

Note: USDA has provided an excel template in a comma delimited (csv) format that allows the Contractor to upload purchase order line items that will create multiple ASNs.

(b) Creating the ASN does not exempt the Contractor or subcontractor from securing an unloading appointment, which is mandatory for all deliveries.

(c) Delivery appointments shall be scheduled as far in advance of expected delivery as possible, but not less than 72 hours prior to delivery by contacting a responsible representative at the applicable Purchase Order Item’s Ship-to-Address for an unload appointment. Reference the Purchase Order (PO) Number, PO Item Number, and when provided, the Sales Order (SO) Number and SO Item Number for which the appointment is being scheduled. The contractor is fully responsible for any issues caused by failing to schedule or being late for appointments.

(d) The Contractor may deliver early if the recipient agency agrees to accept early delivery, there is no additional cost to the Government, and upon AMS personnel being available to perform any necessary check loading and acceptance requirements, if applicable.

452.211-76 Regulatory Requirements for Commodities and Packaging (Sept 2025)

(a) The commodity shall (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 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 must meet FDA requirements for safe contact with food. The contractor must maintain documentation from the manufacturer to verify compliance with these requirements. Packaging and container materials from foreign countries shall not display country of origin labeling, such as "Made in [Foreign Country]" or "Product of [Foreign Country]."

(c) All containers and packaging materials must comply with Coalition of Northeast Governors (CONEG) model legislation. The combined concentration of lead, cadmium, mercury, and/or hexavalent chromium must not exceed 100 parts per million. Concentration levels should be determined using American Standard of Testing Materials test methods, as revised or Environmental Protection Agency test methods for evaluating solid waste, S-W 846, as revised.

452.211-77 Commodity/Packaging Labeling Requirements (Sept 2025)

(a) USDA Foods products must comply with all applicable FDA labeling requirements: https://www.fda.gov/media/81606/download and any additional features outlined in USDA Product Specifications & Requirements: https://www.ams.usda.gov/selling-food/product-specs.

1. Any deviations from the labeling requirements in this section must be approved by the Contracting Officer, in writing, prior to start of production.

2. Primary packaging labels or shipping containers with missing or incorrect information must be corrected before the product can be shipped.

(b) PRIMARY PACKAGING (Immediate Container):

1. FDA/USDA defines minimum label information on primary packaging:

i. Company name

ii. Company/Plant location or FSIS establishment number.

iii. Food item

iv. Ingredient list

v. Allergen statement, as applicable

vi. Nutrition Facts Panel (except for foodservice pack products)

vii. Traceability code (see below)

viii. Cooking/heating/handling instructions, as applicable

2. Commercial labels must be the processor’s own retail label (e.g., commercially available off-the-shelf). Distributors’ labels are not allowed. If the vendor lacks a retail/consumer sales label, refer to the minimum color requirements, exclusive of the package color, in the commodity specifications. For products where the primary container hides the product, the label shall provide a visual representation of the food.

3. Traceable Product Codes. Labeling and packaging shall meet all FDA and USDA requirements and https://www.fda.gov/media/81606/download https://www.ams.usda.gov/selling-food/product-specs include a traceable product code for recalls. The identification system must distinguish products made for USDA contracts from non-USDA products if the same commercial label is used for both.

4. Nutrition Facts, Ingredients and Allergen statements. Consumer and individual sized containers must include a Nutrition Facts Panel, ingredients, and allergen statement. The ingredient statement must be listed separately from the name of the product, even for single-ingredient foods (e.g., Ingredients:

___). The allergen statement must comply with the Food Allergen Labeling and Consumer Protection Act (FALCPA) and the Food Allergy Safety, Treatment, Education, and Research Act (FASTER Act) which define milk, eggs, fish, Crustacean shellfish, tree nuts, wheat, peanuts, soybeans, and sesame as well as any food ingredient that contains protein derived from one of these foods, with the exception of highly refined oils, as “major food allergens.”; e.g. Contains:

(c) Reporting Product Information to GS1 Global Data Synchronization Network (GDSN). Contractors are required to report product information to GS1’s Global Data Synchronization Network (GDSN) for a select number of items purchased for the National School Lunch Program. The items that must be reported to GS1 GDSN are in the List of Required Products for GS1 GDSN Reporting, found at https://www.ams.usda.gov/selling-food/gs1-gdsn-overview. Contractors must report product information to GS1 GDSN within 20 days of receiving a contract award, if the contract includes items on the List of Required Products for GS1 GDSN Reporting.

Note: USDA may request nutrition information, ingredient and allergen statements, and Child Nutrition Program crediting information for USDA Foods products that are not on the List of Required Products for GS1 GDSN Reporting. Contractors must provide this information through branded product information sheets, product brochures, or label images upon request.

(d) SHIPPING CONTAINERS:

1. Shipping containers/carton labels must include:

i. USDA Material code

ii. Purchase order number

iii. Company…