MSCP-D_11-19-25.pdf

USDA, Agricultural Marketing Service Commodity Procurement Program

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

An Equal Opportunity Provider and Employer

AMS Master Solicitation for Commodity

Procurement – Domestic Programs

(MSCP-D)

For Domestic Food Distribution Program Purchases

Commercial Item, Sealed Bidding

Effective: November 19, 2025

This MSCP-D is updated in its entirety to align with the Revolutionary FAR Overhaul. This version of the Master Solicitation incorporates FAR clauses and provisions in effect through FAC 2025-06.

Contents

I. GENERAL INFORMATION

II. CONTRACT CLAUSES

A. 52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services (Nov 2025)

B. ADDENDA TO 52.212-4

A. ADDITIONAL CLAUSES

52.204-13 System for Award Management – Maintenance (Nov 2025) 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) 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) 4A52.225-80 U.S. Origin Verification and Tracebacks (July 2025) 52.232-11 Extras (Apr 1984) 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 (Nov 2025) 52.246-11 Higher-Level Contract Quality Requirement--Dairy, Grain and Oilseed Products (Dec 2014) [as applicable] 52.246-15 Certificate of Conformance (Apr 1984) 452.246-71 Manufacturing Practices (Oct 2025) 452.246-73 FDA Food Facility Registration Number (Oct 2025)

52.247-34 F.o.b. Destination (Jan 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 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) 52.252-2 Clauses Incorporated by Reference (Feb 1998) 52.253-1 Computer Generated Forms (Nov 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

A. 52.212-1 Instructions to Offerors – Commercial Products and Commercial Services (Nov 2025)

B. Addenda to 52.212-1 B. Additional Provisions

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sep 2024)

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (Jan 2017)

52.204-7 System for Award Management—Registration (Nov 2025) 52.209-1 Qualification Requirements (Sept 2025) 52.209-7 Information Regarding Responsibility Matters (Sept 2025) 52.209-12 Certification Regarding Tax Matters (OCT 2025) 452.209-70 Past Performance with Regard to Offeror’s Present Responsibility - Commodities (Oct 2025) .. 46 52.214-3 Amendments to Invitations for Bids (Nov 2025) 52.214-4 False Statements in Bids (Apr 1984) 52.214-5 Submission of Bids (Nov 2025) 52.214-6 Explanation to Prospective Bidders (Apr 1984) 52.214-7 Late Submissions, Modifications, and Withdrawals of Bids (Nov 2025) 52.214-10 Contract Award—Sealed Bidding (July 1990) 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)

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) 52.219-2 Equal Low Bids (Oct 1995) 452.222-70 Anti-Discrimination and Diversity, Equity, and Inclusion (DEI) Certification (Sep 2025) 4A52.226-80 Farmer-Owned Cooperatives Participation (June 2021) 452.246-70 Food Defense Requirements (Oct 2025) 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

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 RFO 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 RFO 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.

https://www.acquisition.gov/far/part-52

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.

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 RFO FAR clauses and provisions in effect through FAC 2025-06.

II. CONTRACT CLAUSES

A. 52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services (Nov 2025)

(a) Definitions.* The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices.

An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 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 FAR part 33 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 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract are merchantable 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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)

B. 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—

“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.

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

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.)

(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 4A52.225-80 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 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 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:

a. Solicitation,

b. Master Solicitation,

c. Commodity Specification and/or Supplement,

d. Other documents, exhibits, and attachments.

(end of Addenda)

C. ADDITIONAL CLAUSES

52.204-13 System for Award Management – Maintenance (Nov 2025)

(a) Definitions. As used in this clause—

Commercial and Government Entity code means—

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location (referred to as “CAGE code”); or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency to entities located outside the United States and its outlying areas that the DLA CAGE Branch records and maintains in the CAGE master file (referred to as “NCAGE code”).

Unique Entity Identifier (UEI) means an identifier used to identify a specific commercial, nonprofit, or Government entity.

(b) Active registration.

(1) The Contractor shall maintain an active Federal Government contracts registration in the System for Award Management (SAM) at https://www.sam.gov during contract performance and through final payment under this contract. To maintain an active registration in SAM, the Contractor shall review at least annually its registration in SAM and validate that the information is current, accurate, and complete.

(2) The Contractor is responsible for the currency, accuracy, and completeness of the information provided within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete information. Updating SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(c) Novation and change-of-name agreements.

(1) If the Contractor has legally changed its business name or “doing business as” name (whichever is shown on the contract), or has transferred the assets used to perform the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in part 42 of the Federal Acquisition Regulation (FAR), the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to —

(i) Change the legal business name in SAM;

(ii) Comply with the requirements of FAR part 42; and

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

(2) If the Contractor fails to comply with the requirements of paragraph (c)(1) of this clause, or fails to perform the agreement at paragraph (c)(1)(iii) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the 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.

(d) Assignees.

(1) The Contractor shall not change the legal business name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR part 32). Assignees shall be separately registered in SAM.

(2) 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 incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(e) Unique entity identifier (UEI). The Contractor shall ensure that its UEI is maintained throughout the life of the contract.

(f) Commercial and Government Entity (CAGE) code. The Contractor shall ensure that the CAGE code is maintained throughout the life of the contract. To update a CAGE code, the Contractor shall initiate the change by updating its SAM registration.

(g) Communicating changes. The Contractor shall communicate any change to its UEI or CAGE code to the Contracting Officer within 30 days after the change, so a modification can be issued to update the UEI or CAGE code on this contract. A change in the UEI does not necessarily require a novation.

4A52.204-81 Use of Electronic Data Interchange (EDI) or Other Automation Technologies (June 2021)

(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 electronically transferred data from WBSCM. The Government’s WBSCM System shall serve as the system of record for all data exchanged or retrieved.

(b) The Government shall 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 WBSCM 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 WBSCM system, the USDA is not responsible for any costs incurred by the contractor related to the development, test or support of the services. The Contractor shall 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 Non-fortified Nonfat Dry Milk Non-fortified Nonfat Dry Milk-Export Peanut Products Sunflower Seed Butter Ultra High Temperature Milk 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 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 https://www.fda.gov/media/81606/download https://www.ams.usda.gov/selling-food/product-specs 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 name

iv. Company/Plant location or FSIS establishment number

v. Food item

vi. Ingredient list

vii. Allergen statement, as applicable

viii. Nutrition Facts Panel (foodservice pack products only)

ix. Traceability code

x. UPC symbol/code (see below)

xi. USDA Shield, when applicable

2. Labeling and marking information must be water-fast, non-smearing, of a contrasting color, clear and readable.

3. Information shall be preprinted, stamped, stenciled, or applied with a self-adhesive label on each shipping container. Refer to specification documents for sample layouts.

4. Nutrition Facts, Ingredients and Allergen statements must be included on shipping containers when not required on the primary package. 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:

5. UPC symbols/codes

i. The UPC, symbol and code, called Interleaved 2 of 5 (I 2/5), must appear on each shipping container. The complete code, including the check digit, must be printed in machine and human-readable form. The start and stop indicators will be included in the bar codes. Printing, readability, and scanability of the bar code must be in accordance with UPC guidelines published by:

GS1 US Corporate Headquarters https://www.ams.usda.gov/selling-food/gs1-gdsn-overview

Princeton Pike Corporate Center 1009 Lenox Drive, Suite 202 Lawrenceville, NJ 08648 Phone: 609.620.0200 https://www.gs1us.org/what-we-do/about-gs1-us

ii. USDA will provide unique processor identification codes for commodity contracts. This applies only to non-manufacturers of fruit and vegetable products without a corresponding commercial retail product.

(e) Obliteration of Markings. The contractor shall prevent the appearance of these containers in commercial channels.