MSCP-I_(091125).pdf

AMS Master Solicitation for Commodity Procurements –

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

Effective: September 11, 2025

MSCP-I Updates included in this version, (i.e., changes from the May 7, 2025, version)

General Updates

Page Text Change 6 “This version of the Master Solicitation incorporates FAR provisions and clauses in effect through ______” Updated to FAC 2025-05.

Contract Clauses and Provisions Updated The Master Solicitation for Commodity Procurements – International Programs is updated to add new and required clauses and provisions. The changes are identified below:

Clause/ Provision Number

Clause/Provision Name Provision or

Clause

Change

52.211-16 Variation in Quantity (Apr 1984) C

Remove and replace with AGAR Clause 452.211-71 Variation in Quantity (Sep 2025).

4A52.211- 70 Delivery Instructions (June 2021) C

Remove and replace with AGAR Clause 452.211-74 Delivery Instructions – Commodity Procurement (Sep 2025)

4A52.211-

Regulatory Requirements for Commodities and Packaging (June 2021) C

Remove and replace with AGAR Clause 452.211-80 Regulatory Requirements for Commodities and Packaging – International (Sep 2025)

4A52.211- 90 Carrying Charges (June 2021) C

Remove and replace with AGAR Clause 452.211-80 Carrying Charges – International (Sep 2025)

4A52.211-

Compensation for Delays in Delivery (February 2025) C

Remove and replace with AGAR Clause 452.211-78 Compensation for Delays in Delivery (Sep 2025)

4A52.214- 15 Period of Acceptance of Bids P Removed in its entirety.

4A52.228- 70 Alternative Forms of Security (Nov 1996) P Removed in its entirety.

52.212-1 Instructions to Offeror – Commercial Products and Commercial Services (Sep 2023) P Add mandatory provision.

52.212-3 Offeror Representations and Certifications –

Commercial Products and Commercial Services (May 2024) (Deviation Feb 2025)

P Add mandatory provision.

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

Effective Date: September 11, 2025

I. GENERAL INFORMATION

II. CONTRACT CLAUSES

52.209-1 Qualification Requirements (Feb 1995) 452.211-74 Delivery Instructions – Commodity Procurement (Sep 2025) 452.211-80 Regulatory Requirements for Commodities and Packaging – International (Sep 2025) 452.211-81 Carrying Charges – International (Sep 2025) 452.211-78 Compensation for Delays in Delivery (Sep 2025) 52.211-11 Liquidated Damages- Supplies, Services, or Research and Development (Sep 2000) 452.211-71 Variation in Quantity (Sep 2025) 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2023) B. Addenda to 52.212-4 4A52.214-90 Place of Performance (June 2021) 4A52.219-90 The 8(a) Program (June 2021) 4A52.219-91 The HUBZone Program (Aug 2022) 4A52.225-70 U.S. Origin Product (Feb 2025) 4A52.225-71 U.S. Origin of Agricultural Commodities - Waiver for Certain Ingredients (June 2021) 4A52.232-70 Contractor Expenses (June 2021) 4A52.232-90 Electronic Invoicing (June 2021) 52.246-11 Higher-Level Contract Quality Requirement (Dec 2014) 4A52.247-70 Seals on Transportation Conveyances (May 2023) 4A52.247-90 Miscellaneous Contract Requirements for F.o.b. Vessel Delivery (June 2021)37 52.252-2 Clauses Incorporated by Reference (Feb 1998)

III. Contract Documents, Exhibits and Attachments IV. Solicitation Provisions

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

52.204-29 Federal Acquisition Supply Chain Security Act Orders-Representations and Disclosures (Dec 2023) 4A52.209-70 Past Performance with Regard to Offeror’s Present Responsibility (June 2021)42 52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (Sep 2023) 52.212-3 Offeror Representations and Certifications – Commercial Products AND Commercial Services (MAY 2024) (DEVIATION FEB 2025) 4A52.214-70 Electronic Submission of Bids (June 2021) 4A52.214-92 Contract Award – Application of Lowest Landed Cost (June 2021) 52.214-3 Amendments to Invitations for Bid (Dec 2016) 4A52.219-70 Size Standard and NAICS Code Information 52.216-1 Type of Contract (Apr 1984) 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

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Master Solicitation for Commodity Procurements for International Food Assistance Programs

I. GENERAL INFORMATION

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

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

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

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

Awards will be made following the principles in the FAR and AGAR. The IFB will specify the commodity; delivery periods; 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/browse/index/far.

Commodities purchased by AMS 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.

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

http://www.sam.gov/ https://www.acquisition.gov/browse/index/far

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

https://www.ams.usda.gov/selling-food/becoming-approved

MSCP-I 8

This version of the Master Solicitation incorporates FAR provisions and clauses in effect through FAC 2025-02

II. CONTRACT CLAUSES

52.209-1 Qualification Requirements (Feb 1995)

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

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

Name: USDA, AMS, Commodity Procurement Programs email Address: NewVendor@usda.gov

For information regarding how to become a qualified bidder, visit the vendor qualification webpage, or contact the Contracting Officer.

(c) Not applicable.

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

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

(f) Any change in location or ownership of the plant where a previously qualified product or service was manufactured or performed requires reevaluation of the qualification. Similarly, any change in location or ownership of a previously qualified manufacturer or source mailto:NewVendor@usda.gov

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requires reevaluation of the qualification. The reevaluation must be accomplished before the date of award.

(End of clause)

452.211-74 Delivery Instructions – Commodity Procurement (Sep 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.

(End of clause)

452.211-80 Regulatory Requirements for Commodities and Packaging – International (Sep 2025)

(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 (FSM), 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 comply with the 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 Testing Materials test methods, as revised or Environmental Protection Agency test methods for evaluating solid waste, S-W 846, as revised.

452.211-81 Carrying Charges – International (Sep 2025)

(a) For f.o.b. vessel contracts (excluding bulk oils and tallow), if the Government fails to take delivery by the end of the delivery period for reasons beyond the control of the contractor, the Government will pay carrying charges of 18 cents per metric ton per day. This starts the day after the delivery period ends and continues until the vessel presents a valid Notice of Readiness (NOR). The vessel must have passed all inspections and be ready to load grain. The NOR must be presented during business hours (0900-1600 local time, Monday to Friday, and 0900-1200 Saturday, excluding federal holidays or a holiday listed on the elevator tariff).

NORs filed after hours will be considered presented on the next business day.

(b) For f.o.b. vessel contracts for bulk oil and tallow, if the Government fails to take delivery by the end of the delivery period for reasons beyond the contractor’s control, the Government will pay a premium based on the actual (noncumulative) number of days delivery period is exceeded until the vessel presents the NOR as follows:

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

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

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

4. If exceeded by more than 8 days, an additional premium of ¼ of 1 percent of the f.o.b. price for each day beyond 8 days.

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

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

(a) If the Contractor cannot meet the Not-Later-Than (NLT) delivery date, the Contractor shall notify the Contracting Officer immediately. If the delay is beyond the Contractor’s control, they must request an extension at least three days before the NLT date. Failure to submit the request or denial of the extension request will result in liquidated damages per FAR clause 52.211-11. Extension requests submitted after the NLT date or delay requests due to weekends/Federal holidays will not be accepted. The request shall include the following information:

1) Applicable, identifiable contract and contract line-item information;

2) Documentation evidencing the event and how that event is beyond the control or negligence of the

Contractor;

3) Estimated delivery dates that the product will be delivered, and;

4) Any additional information requested by the contracting officer.

(b) If a Contractor’s product is rejected, they must delivery an acceptable replacement by the NLT delivery date to avoid liquidated damages. If the replacement arrives after the NLT delivery date, liquidated damages will be assessed.

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

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

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

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

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

Commodity Liquidated Damages USDA Commodity Requirement

Rate

Per Net Weight

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

(WFBF)

(KCBG)

(BWSF)

(CPS)

(CO)

(CM)

(CSBP)

(DPP)

(DDI)

(DEB)

(FPBS)

(HEB)

(MR)

(PL)

(RUSF)

(RUTF)

(SFCM)

(SFSO)

(SCP)

(VASP)

(VO)

(WSB)

$ 0.11 Cwt/day

Nonfortified Nonfat Dry Milk-Export (DME) $ 0.45 Cwt/day Bags (KCP BAGS)

$25.00 1,000 bags/day

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

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

MSCP-I 12

452.211-71 Variation in Quantity (Sep 2025)

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

(b) The permissible variation shall be limited to:

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

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

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

(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, https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

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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;

(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.

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 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 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

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(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 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.

https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2

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(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 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.

https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

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(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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1341&num=0&edition=prelim

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

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. However, the Government reserves the right to reject, in total or in part, manufacturers lots, sub-lots, production dates or the like when non-conforming product is identified.

(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

MSCP-I 18

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—

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

1. Produced in the United States; and

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

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

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

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

(d) 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.

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

(f) FGIS means Federal Grain Inspection Service of the USDA which provides inspection, weighing, and related services on grains, pulses, oilseeds, and processed http://www.acquisition.gov/far

MSCP-I 19

and graded commodities.

(g) F.o.b. vessel means: for dry bulk cargoes, delivered free of expense to the

Government loaded, unsowed and untrimmed, on board the designated conveyance at the USDA- approved port facility specified in the contract; and for liquid bulk cargoes, delivered free of expense to the Government on board the ocean vessel provided by USDA at the named port of shipment specified in the contract.

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

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

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

port and a foreign destination.

(k) Instore means within a USDA-approved warehouse.

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

(m) Packaging and containers include 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.

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

(o) WBSCM Purchase Order or WBSCM PO means a contract that is accessible in the WBSCM System. Contract is as defined by FAR, i.e., a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. See FAR 2.101 for the full definition.

(p) 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, 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

MSCP-I 20

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 for 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.

(j) Risk of Loss – 52.212-4 Addendum

Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Contractor until, and shall pass to the Government upon-

(i) Delivery of the supplies when the goods have been placed alongside the vessel on the quay or in lighters at the named port of shipment, if transportation is f.a.s. (named port of shipment). If the named port of shipment has warehouse/berth/terminal/transload facilities available and contractor’s shipment(s) is unloaded into such a facility as named by the ocean carrier rather than placed alongside vessel on the quay or in lighters, then risk of loss to supplies shall pass from the contractor at the point where the supplies come to rest in the warehouse/berth/terminal/ transload facility designated by the ocean carrier;

(ii) Delivery of the supplies on board the ocean vessel at the named port of shipment specified in the contract, if transportation is f.o.b. vessel;

(iii) Delivery of the supplies when placed on board the conveyance at named point of origin, if transportation is Intermodal Plant;

(iv) Delivery of the supplies to the carrier on rail cars, trucks, or carrier- supplied conveyance at the named bridge point, if transportation is Intermodal Bridge;

(v) Delivery of the supplies to the carrier on rail cars, trucks, or carrier- supplied conveyance at the bridge-port point, if transportation is Intermodal Bridge-Port.

(vi) Receipt by the Government of a warehouse receipt or a certified Form KC-228 covering supplies being delivered, if delivered Instore.

(a) Paragraph (a) of this clause shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (a) of this clause shall apply.

(b) Under paragraph (a) of this clause the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

(s) Order of Precedence – 52.212-4 Addendum

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

(a) The Invitation for Bids

(b) Solicitation provisions

(c) Contract clauses

(d) USDA Commodity Requirements

(e) Other documents, exhibits, and attachments

MSCP-I 21

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders- Commercial Products and Commercial Services (Jan 2025) (DEVIATION FEB 2025)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and

108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov

2021) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C. 4712);

this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun

2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23…