MSCP-D_09-30-2025.pdf

AMS Master Solicitation for

Commodity Procurement

– Domestic Programs (MSCP-D) for Domestic Food Distribution Program Purchases

Commercial Item, Sealed Bidding

Effective: September 30, 2025

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

MSCP-D Updates included in this version, (i.e., changes from the September 18, 2025 version). Updates are displayed in blue font.

Contract Clauses and Provisions Updated Clause/

Provision Number

Clause/Provision Name Provision or Clause

Change

AGAR Update: A class deviation is published that provides instructions for implementing EO 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity. It is issued in accordance with Agriculture Acquisition Regulation (AGAR) 401.404.

452.222-70

Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Certification (Sep 2025)

P This provision is added.

452.222-71

Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Sep 2025)

C This clause is added.

AMS Master Solicitation for Commodity Procurements – Domestic Programs (MSCP-D) for Domestic Food Distribution Programs Purchases Commercial Item, Sealed Bidding

Contents

I. GENERAL INFORMATION

II. CONTRACT CLAUSES

A. 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) . 7

B. ADDENDA TO 52.212-4

C. ADDITIONAL CLAUSES

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of

Whistleblower Rights. (Nov 2023) 52.204-13 System for Award Management Maintenance. (Oct 2018) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) 4A52.204-81 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (June 2021) 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) 52.214-26 Audit and Records- Sealed Bidding (June 2020) 52.214-28 Subcontractor Certified Cost or Pricing Data – Modifications - Sealed Bidding (June 2020) 4A52.219-80 The 8(a) Program (June 2021) 4A52.219-81 The HUBZone Program (Jan 2022) 452.222-71 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Compliance (Sep 2025) 4A52.225-70 U.S. Origin Product (Feb 2025) 4A52.225-71 U.S. Origin of Agricultural Commodities – Waiver for Certain Ingredients (Jan 2025) 4A52.225-80 U.S. Origin Verification and Tracebacks (July 2025) 52.232-11 Extras (Apr 1984) 52.232-18 Availability of Funds (Apr 1984) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) 4A52.232-70 Contractor Expenses (June 2021) 4A52.232-80 Electronic Invoicing (Sept 2025) 52.242-13 Bankruptcy (July 1995) 52.242-15 Stop-Work Order (Aug 1989)

52.242-17 Government Delay of Work (Apr 1984) 52.244-6 Subcontracts for Commercial Products and Commercial Services (JAN 2025) (DEVIATION FEB

2025) 52.246-11 Higher-Level Contract Quality Requirement--Dairy, Grain and Oilseed Products (Dec 2014) [as applicable] 4A52.246-80 Contract Quality Requirement (June 2021) 4A52.246-81 Food Defense Requirements (Jan 2025) 4A52.246-82 Manufacturing Practices – Processed Fruit and Vegetable and Poultry Products [as applicable]

(Jan 2025) 4A52.246-83 FDA Food Facility Registration Number (June 2021) 52.246-15 Certificate of Conformance (Apr 1984) 4A52.247-80 Loading, Blocking, and Bracing for Multiple Delivery Points (drops) on One Conveyance (June

2021) 4A52.247-81 Special Instruction for Shipments to Puerto Rico (June 2021) 4A52.247-82 Bill of Lading Notations (Apr 2023) 52.247-34 F.o.b. Destination (Nov 1991) 52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments (Apr 1984) 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) 4A52.247-70 Seals on Transportation Conveyances (Apr 2023) 4A52.247-84 Additional Shipping Requirements (June 2021) 52.253-1 Computer Generated Forms (Jan 1991) D. 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-

Commercial Products and Commercial Services (Jan 2025)

III. CONTRACT DOCUMENTS, EXHIBITS AND ATTACHMENTS

IV. SOLICITATION PROVISIONS

A. 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (Sep 2023)

B. ADDENDA TO 52.212-1

C. 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (MAY 2024) (DEVIATION FEB 2025)

D. Additional Provisions 52.204-7 System for Award Management (Nov 2024) 52.204-30 Federal Acquisition Supply Chain Security Act Orders—Prohibition (Dec 2023) 52.209-1 Qualification Requirements (Feb 1995) 52.209-7 Information Regarding Responsibility Matters (Oct 2018) 4A52.209-70 Past Performance with Regard to Offeror’s Present Responsibility (June 2021) 52.214-3 Amendments to Invitations for Bids (Dec 2016) 52.214-4 False Statements in Bids (Apr 1984) 4A52.214-70 Electronic Submission of Bids (June 2021)

52.214-6 Explanation to Prospective Bidders (Apr 1984) 52.214-10 Contract Award—Sealed Bidding (July 1990) 52.214-12 Preparation of Bids (Apr 1984) 4A52.214-80 Place of Performance (June 2021) 52.214-22 Evaluation of Bids for Multiple Awards (Mar 1990) 52.214-34 Submission of Offers in the English Language (Apr 1991) 52.214-35 Submission of Offers in U.S. Currency (Apr 1991) 52.216-1 Type of Contract (Apr 1984) 52.219-1 Small Business Program Representations (Feb 2024) 52.219-2 Equal Low Bids (Oct 1995) 452.222-70 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Certification (Sep 2025) 52.225-25 -- Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions

Relating to Iran—Representation and Certifications (Jun 2020) 4A52.226-80 Farmer-Owned Cooperatives Participation (June 2021) 52.233-2 Service of Protest (Sept 2006)

AMS Master Solicitation for Commodity Procurements for Domestic Food Distribution Programs Purchases Using Commercial Item, Sealed Bidding

I. GENERAL INFORMATION

This Master Solicitation for Commodity Procurements–Domestic Programs (MSCP-D, or “Master Solicitation”), 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 Solicitation also provides general guidance to potential bidders and/or offerors.

USDA will periodically issue solicitations under this Master Solicitation 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 4A52.225-70 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 Solicitation 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 Solicitation, once downloaded for a particular IFB, will be applicable for subsequent IFBs. The effective date at the top of the Master Solicitation document governs which version of the Master Solicitation 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 Solicitation. 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 Solicitation, 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 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, 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.

To submit bids, a company must be approved by the Contracting Officer as meeting vendor qualification requirements. For information regarding how to become a qualified bidder, visit http://www.ams.usda.gov/commoditypurchasing, or contact the Contracting Officer.

https://www.acquisition.gov/far/part-52 http://www.ams.usda.gov/commoditypurchasing

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/. See provision 4A52.214-1

This version of the Master Solicitation incorporates FAR clauses and provisions in effect through FAC 2025-05.

II. CONTRACT CLAUSES

Note: *Items marked with an asterisk (*) have been tailored in the addenda below in B.

A. 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023)

(a) Inspection/Acceptance.* The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services.

The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes.* Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions.* The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays.* The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

https://portal.wbscm.usda.gov/ https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in

FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty.* The Contractor warrants and implies that the items delivered hereunder are merchantable https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2 and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence.* Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws

Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti- Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.

If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

Items above marked with an asterisk (*) have been tailored in the addenda below in B.

https://www.govinfo.gov/link/uscode/31/1352 https://www.govinfo.gov/link/uscode/31/1352 https://www.govinfo.gov/link/uscode/18/431 https://www.govinfo.gov/link/uscode/18/431 https://www.govinfo.gov/link/uscode/49/40118 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

B. ADDENDA TO 52.212-4

(a) 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 4A52.225-80 U.S. Origin Verification and Tracebacks to confirm 100 percent domestic origin.

(c) 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:

(1) Method of shipment or packing.

(2) Place of delivery.

(3) 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.

(e) Definitions – 52.212-4 Addendum.

(1) 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.

(2) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at http://www.acquisition.gov/far at the end of the FAR, after the FAR Appendix.

(3) Definitions applicable to this solicitation—

“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 4A52.225-70, U.S. Origin Product.

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

“Commercial item” means

(1) Any item, other than real property, that is of a type customarily used by the general public or by non-governmental entities for purposes other than governmental purposes, and-

(i) Has been sold, leased, or licensed to the general public; or

(ii) Has been offered for sale, lease, or license to the general public;

(2) Any item that evolved from an item described in paragraph(1) of this definition through advances in technology or performance and that is not yet available in the commercial marketplace, but will be available in the commercial marketplace in time to satisfy the delivery requirements under a Government solicitation;

(3) Any item that would satisfy a criterion expressed in paragraphs(1) or (2) of this definition, but for-

(i) Modifications of a type customarily available in the commercial marketplace; or

(ii) Minor modifications of a type not customarily available in the commercial marketplace made to meet Federal Government requirements. Minor modifications means modifications that do not significantly alter the nongovernmental function or essential physical characteristics of an item or component, or change the purpose of a process. Factors to be considered in determining whether a modification is minor include the value and size of the modification and the comparative value and size of the final product. Dollar values and percentages may be used as guideposts, but are not conclusive evidence that a modification is minor;

(4) Any combination of items meeting the requirements of paragraphs (1), (2), or (3) of this definition that are of a type customarily combined and sold in combination to the general public;

“Commercially available off-the-shelf (COTS) item” means any item of supply that is–

(i) A commercial item (as defined in paragraph (1) of the definition in this section);

(ii) Sold in substantial quantities in the commercial (retail) marketplace; and

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace.

“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.)

(4) Definitions for use with FAR Clause 52.225-5, Trade Agreements incorporated by reference in FAR clause 52.212-5. Note Trade Agreements only apply to packaging and container components, not agricultural commodities and their product.

“Least developed country” means any of the following countries: Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, South Sudan, Tanzania, Timor-Leste, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia.

“Packaging and containers” means 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.

“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, North Macedonia, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan (known in the World Trade Organization as "the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu (Chinese Taipei)"), Ukraine, or United Kingdom.

(f) Excusable delays – 52.212-4 Addendum.

The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor, and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(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.

(s) 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.

C. ADDITIONAL CLAUSES

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (Nov 2023)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies established at 41 U.S.C. 4712 and Federal Acquisition Regulation (FAR) 3.900 through 3.905.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in FAR 3.900 through 3.905.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts.

52.204-13 System for Award Management Maintenance. (Oct 2018)

(a) Definitions. As used in this clause—

“Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying 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.govinfo.gov/link/uscode/41/4712 https://www.govinfo.gov/link/uscode/41/4712 alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM)” means that–

(1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;

(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes–

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) If the solicitation for this contract contained the provision 52.204-7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first.

(c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement.

The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(d)

(1)

(i) If a Contractor has legally changed its business name or “doing business as” name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to—

(A) Change the name in SAM;

(B) Comply with the requirements of subpart 42.12 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the https://www.acquisition.gov/far/part-32#FAR_Subpart_32_11 https://www.acquisition.gov/content/part-4-administrative-matters#i1121746 https://www.acquisition.gov/content/part-4-administrative-matters#i1121869 http://www.sam.gov/ https://www.acquisition.gov/far/part-52#FAR_52_204_7 https://www.acquisition.gov/far/part-42#FAR_Subpart_42_12 https://www.acquisition.gov/far/part-42#FAR_Subpart_42_12

SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(e) Contractors may obtain additional information on registration and annual confirmation requirements at www.sam.gov.

(End of clause)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

https://www.acquisition.gov/far/part-32#FAR_Subpart_32_8 http://www.sam.gov/ http://www.sam.gov/ http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title44-section3502&num=0&edition=prelim

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key…