SF30 ROA FDS Mass Modification For Signature.pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

Previous edition unusable

IAW 52.212-4(d)

This Modification implements changes to DeCA’s ordering and delivery framework for frequent delivery system (FDS) items covered by the ROA. Under this framework, the Supplier submits and maintains the established Cost of Goods (COG) for authorized FDS items and makes such items available for purchase by DeCA-authorized Distributors. DeCA may purchase FDS items from and remit payment to DeCA-authorized Distributors under separate agreements between DeCA and those Distributors. Except for direct orders placed by DeCA under this ROA, DeCA’s purchase from, acceptance of goods from, or payment to a DeCA-authorized Distributor does not create any payment obligation by DeCA to the Supplier. Except as expressly modified herein, the ROA remains unchanged.

DEFENSE COMMISSARY AGENCY

RESALE CONTRACTING

1300 EISENHOWER AVENUE

FORT LEE, VA 23801-1800-1800

UNITED STATES

ROA FDS Terms Mass Modification

1 9

11/11/2026

HDEC01

RESALE ORDERING AGREEMENT (ROA) MASTER TERMS AND CONDITIONS

(MODIFICATION)

Purpose and Drafting Convention:

This Modification implements changes to DeCA’s ordering and delivery framework for frequent delivery system (FDS) items covered by the ROA. Under this framework, the Supplier submits and maintains the established Cost of Goods (COG) for authorized FDS items and makes such items available for purchase by DeCA-authorized Distributors. DeCA may purchase FDS items from and remit payment to DeCA-authorized Distributors under separate agreements between DeCA and those Distributors. Except for direct orders placed by DeCA under this ROA, DeCA’s purchase from, acceptance of goods from, or payment to a DeCA-authorized Distributor does not create any payment obligation by DeCA to the Supplier.

Except as expressly modified herein, the ROA remains unchanged. Any section, subsection, paragraph, or definition marked “Retained subject to the Drafting Convention” means that the corresponding provision of the ROA is not modified by this Modification and remains in effect according to its existing terms. This Modification applies only to FDS items covered by the ROA and does not modify the ROA for DSD or DSD-S items. If an unchanged provision is inconsistent with an express term of this Modification, the express term of this Modification controls. Unchanged provisions remain enforceable against the Supplier except to the extent the new FDS Distributor structure established in this Modification makes Supplier performance of that provision inapplicable or commercially impracticable.

I. DEFINITIONS

Retained subject to the Drafting Convention except for the modification or inclusion of the following terms:

A. Resale Ordering Agreement (ROA): No change to the ROA definition except as modified by Section II.

B. Cost of Goods (COG or “price”): The specific price negotiated between the Supplier and DeCA for authorized items under this agreement. This established COG represents the maximum prices DeCA will ultimately pay the Distributor for those goods. The COG does not control the commercial agreement between the Supplier and the Distributor, and negotiations between those entities remain strictly between them. Further, any such separate Supplier-Distributor commercial arrangement shall not alter DeCA’s established COG with the Supplier, increase DeCA’s ultimate payment obligation to the Distributor, or limit the Supplier’s performance obligations under this ROA.

C. Distributor (also referred to as “DeCA-authorized Distributor”): A DeCA-appointed entity responsible for the physical distribution of authorized items and direct invoicing to DeCA for goods received. DeCA purchases the authorized items directly from the Distributor and remits payment to the Distributor based on the Cost of Goods (COG) established in this ROA.

DeCA may identify, add, remove, or change DeCA-authorized Distributors by written notice, Notice to the Trade, posting, system designation, or other written communication from DeCA.

Upon such notice or designation, the Supplier shall make authorized FDS items available for purchase by the applicable DeCA-authorized Distributor in accordance with this Modification.

D. Frequent Delivery System (FDS) (also referred to as “items”, “goods”, “products” or “FDS items”): All items previously delivered under FDS. DeCA reserves the right to add or remove items to FDS.

E. SUPPLIER/BROKER/MANUFACTURER/VENDOR (“Supplier”): The firm or company to whom a ROA is issued.

F. VENDOR STOCKING: DeCA reserves the right to change vendor stocking requirements for DSD and OCONUS, and will provide at least 30 calendar days’ advance notice in advance on that decision.

II. EXECUTION OF RESALE ORDERING AGREEMENT (ROA) MODIFICATION

The following paragraph replaces Section II of the ROA:

A. Scope of Modification: By executing this ROA modification (referred to as the “Modification”) the Supplier agrees to provide DeCA the established COG for FDS items and to make such FDS items available for purchase by DeCA-authorized Distributors. For such items, the ROA shall operate as a no-cost agreement between DeCA and the ROA holder. DeCA will not purchase FDS items directly from or pay for FDS items directly to the ROA holder except as provided in paragraph E. Instead, DeCA may purchase FDS items from a Distributor under separate agreement(s) between DeCA and the Distributor(s). In consideration for this Modification, DeCA grants the Supplier the opportunity to have its authorized items made available for sale to DeCA patrons within DeCA commissaries. This Modification does not affect items sold by the Supplier to DeCA as DSD or DSD-S items. Notwithstanding the changes in the Modification, all ROA clauses applicable to the Supplier’s responsibility for item ordering and delivery, as well as DeCA’s obligation to make payments directly to the Supplier, shall remain in effect during an operational transition period, which shall conclude when the Contracting Officer provides written notice, including by DeCA Notice to Trade. This transition period establishes a ramp-up window, providing both parties the opportunity to make necessary changes to internal processes.

B. The Supplier acknowledges that any sale of authorized items by the Supplier to a DeCA-authorized Distributor, including the price, payment terms, credit terms, allowances, discounts, fees, surcharges, rebates, or other commercial terms applicable to that sale, is a separate commercial arrangement between the Supplier and the Distributor.

C. The Supplier further acknowledges that DeCA’s purchase of goods from, acceptance of goods from, or payment to a DeCA-authorized Distributor does not create any liability or payment obligation by DeCA to the Supplier for those goods. Nor do such purchases make DeCA responsible for any amount owed by the Distributor to the Supplier. For FDS items furnished through a Distributor, DeCA will pay the Distributor no more than the established COG accepted in DeCA’s official pricing environment or a more favorable amount that may apply. No separate agreement or commercial arrangement between the Supplier and a Distributor shall alter the established COG for DeCA purposes.

D. The Government may terminate this ROA without cost at any time. If at any time the Supplier desires to terminate this agreement, the Government must be notified, in writing, 45 calendar days prior to the effective date of termination.

E. Regardless of this or any other modification to the ROA, DeCA reserves the unilateral right to exercise direct ordering authority and remit payment directly to the Supplier at the established COG for FDS items. Such direct orders may be placed only by the Contracting Officer or an authorized ordering official. For any direct order, the terms of the Modification shall not apply except for Section III. A. (Pricing Warranty and Trade Terms). Such order(s) shall be placed under the terms of the original ROA.

F. Nothing in this Modification relieves the Supplier of obligations that remain supplier-specific under the ROA, including approved item and pricing submissions, brand-name certifications, code dating information, recall or market-withdrawal notifications, regulatory compliance for items made available including liability for third-party claims, and supplier-funded promotions, swell, or other allowances available for DeCA.

III. PRICING REQUIREMENTS

The following paragraph replaces Section III. A. Price Warranty of the ROA

A. Price Warranty and Trade Terms

(a) The price offered to DeCA for products covered by this Modification shall be no less favorable than the Supplier’s best net price and best pricing bracket offered in the United States for the same or substantially similar products, after accounting for all applicable discounts, rebates, allowances, promotional support, incentives, bill-backs, scan funds, and other pricing benefits affecting the net price. The Supplier agrees that DeCA, in support of its statutory resale mission, shall receive the benefit of the Supplier’s most favorable pricing made available in the commercial marketplace or military resale channel for such products, whichever is more favorable.

(b) Where the Supplier is a broker, military broker, sales agent, Distributor, or other representative that sells the covered products only to DeCA or primarily through the military resale channel, the Supplier shall not satisfy this price warranty merely by certifying that DeCA receives the Supplier’s best price. The Supplier shall ensure that DeCA receives the benefit of the most favorable pricing, discounts, rebates, allowances, promotional support, incentives, bill-backs, scan funds, freight concessions, payment terms, and other economic benefits made available by the manufacturer, brand owner, or principal for the same or substantially similar products.

(c) The Supplier shall provide DeCA the most favorable trade terms made available in the United States for the same or substantially similar products, to the extent such trade terms affect or could affect the net price, value, or economic benefit available to DeCA under this Agreement. Such trade terms include, but are not limited to, quantity or dollar discounts, rebates, allowances, bill-backs, scan funds, growth incentives, promotional funding, freight-related concessions, and payment terms.

(d) If, during the term of this Agreement, the Supplier offers or makes available more favorable pricing or trade terms for the same or substantially similar products than those then available to DeCA under this Agreement, the Supplier shall promptly notify DeCA and extend such more favorable pricing or trade terms to DeCA unless the Category Manager or Contracting Officer determines in writing that such adjustment is not applicable.

(e) If the Supplier contends that no similar product exists because the Supplier sells the covered products only to DeCA or only through the military resale channel, the Supplier shall, upon request, identify the basis for that position and provide supporting information reasonably necessary for DeCA to validate the pricing and trade terms offered under this Agreement.

(f) Nothing in this section limits DeCA’s right to request supporting information reasonably necessary to validate compliance with this Price Warranty and the trade-term obligations of this Agreement.

(g) If the Supplier fails to provide DeCA pricing or trade terms required by this section, the Supplier shall promptly provide DeCA the benefit of the more favorable pricing or trade terms and shall reimburse, credit, or otherwise compensate DeCA for the difference between the price or economic benefit DeCA received and the price or economic benefit DeCA should have received, calculated from the date the more favorable pricing or trade terms first became available. The absence of direct payment from DeCA to the Supplier does not limit the Supplier’s obligation to provide DeCA the economic benefit required by this section.

(h) Failure to comply with this section constitutes a material breach of this Agreement and may result in remedies available under applicable law.

B. SUBMISSION OF PRICES

Retained subject to the Drafting Convention except for replacement of Section B.(a) and inclusion of the additional language to Section B.(d) with the following:

(a) DeCA prefers monthly price quotes for all methods of delivery. The Supplier shall submit prices either monthly or semi-monthly: For FDS items covered by this Modification, the Supplier shall submit price quotes electronically through the EDI 879 Price Change Transaction Set or DeCA Web Pricing at https://www.commissaries.com/webpricing, or through any successor pricing method designated by DeCA. Monthly price submissions must be received by DeCA no later than the 10th day of the month to be effective on the first Sunday of the following month. As an alternative, the Supplier may submit semi-monthly price quotes. Semi-monthly price submissions must be received by DeCA no later than the 10th day of the month to be effective on the first Sunday of the following month, and no later than the 25th day of the month to be effective on the third Sunday of the following month.

(1) A submitted price quote becomes the applicable COG for an item only when the price has been timely received and accepted in DeCA’s official pricing environment. DeCA may reject late, incomplete, inaccurate, or nonconforming price submissions. If DeCA rejects a price submission, or if no timely accepted price is in effect, DeCA may use the previously accepted COG until a new price is accepted and becomes effective.

(2) After DeCA receives a Supplier price submission, DeCA may make the submitted price information available to the applicable Distributor for pricing confirmation, invoice reconciliation, and contract administration purposes. The Supplier and Distributor shall cooperate in good faith to identify and resolve any discrepancy between the Supplier-submitted price, the Distributor’s pricing records, and the DeCA pricing environment.

(3) In support of DeCA’s administration, audit, and validation of the established Cost of Goods (COG), the Supplier shall, upon request of the Contracting Officer, promptly provide pricing support sufficient to substantiate that prices submitted to DeCA’s pricing environment are accurate, supported, and fully compliant with this ROA and DeCA pricing procedures. To the extent applicable to the submitted price, such support shall separately identify Supplier costs including: (1) FOB supplier-origin product cost, (2) inbound logistics, including line-haul and port drayage, and (3) outbound distribution to individual DeCA commissaries, to the extent such distribution costs are borne or subsidized by the Supplier. Any information provided under this section shall be accurate and supported to the best of the Supplier’s knowledge and belief. If the Supplier fails to provide sufficient support, or if DeCA determines that a submitted price is incomplete, inaccurate, noncompliant, or unsupported, DeCA may reject the submission, require correction, continue use of the previously accepted COG, or take any other action authorized under this Agreement.

(4) The Supplier shall disclose, identify, and provide to DeCA the benefit of the most favorable trade terms applicable to products covered by this Agreement, to the extent such trade terms affect or could affect the net economic value available to DeCA. Such trade terms include, but are not limited to, discounts, rebates, allowances, bill-backs, scan funds, promotional funding, growth incentives, freight-related concessions, and payment terms. Upon request of the Contracting Officer, the Supplier shall provide sufficient supporting information to enable DeCA to determine whether such trade terms are reflected in the established COG, separately passed through to DeCA, or otherwise retained by the Supplier or another party. Failure to disclose or accurately account for applicable trade terms may result in rejection of the submitted price, continued use of the previously accepted COG, or other action authorized under this Agreement.

(5) Reporting Cadence and Timelines.

To facilitate the ongoing administration and validation of the Cost of Goods (COG) and trade terms:

1. Standard Monthly Reporting: The Supplier shall submit a recurring monthly report capturing the trade terms, discounts, and promotional benefits identified in Section (4) received during the prior month. This report shall be submitted to the Contracting Officer (or designated representative) within fifteen (15) calendar days following the end of each calendar month.

2. Ad-Hoc Substantiation: In addition to the standard monthly report, the Contracting Officer may request the detailed cost breakdowns identified in Section (3) (such as FOB origin, logistics, and distribution costs) on an ad-hoc basis. The Supplier shall provide this substantiated cost data within ten (10) calendar days of receiving a written request from the Contracting Officer.

(d) Promotional Pricing.

(7) For FDS items, DeCA prefers one enterprise-wide COG, but DeCA may accept zone-specific, destination-specific for Alaska, Hawaii, OCONUS, or other pricing approved in DeCA’s official pricing environment.

IV – XXII and SOFA Contract Clause provision.

Retained subject to the Drafting Convention with the following modifications:

XIII. INSPECTION REQUIREMENTS

Retained subject to the Drafting Convention except for the replacement Section (a)(7) titled Shelf-Life Requirements with the following:

(7) SHELF-LIFE REQUIREMENTS: Products shall be of the latest date-of-pack available at the time they are tendered for fulfillment of DeCA requirements. For potentially hazardous food items, the Supplier shall provide applicable shelf-life data, including manufacturer-guaranteed shelf life and code-date interpretation information, as required by the ROA or upon DeCA request.

For FDS items furnished through a DeCA Distributor, the Supplier shall tender items to the Distributor with sufficient remaining shelf life to permit delivery to DeCA commissaries, ports, central distribution points, or other DeCA-designated receipt locations in compliance with DeCA’s applicable shelf-life requirements, assuming ordinary and timely distributor handling, storage, transportation, and delivery after receipt from the Supplier. For FDS items intended for OCONUS shipment, including items tendered for delivery to a port of embarkation or other DeCA-designated consolidation point, the Supplier shall provide items with sufficient remaining shelf life to allow for ordinary and timely onward transportation, port processing, receipt, and resale at the final OCONUS DeCA location.

Unless otherwise specified by DeCA in writing, the minimum shelf-life requirements at the time of delivery to the final DeCA location shall be:

• Milk: 10 days

• Processed Meats: 12 days

• Chilled Products: 12 days

• Frozen and Ice Cream: 21 days

• Center-Store Grocery: 30 days

The Supplier shall not tender items to DeCA Distributors if the items have insufficient remaining shelf life, at the time of tender, to permit compliance with DeCA’s applicable shelf-life requirements through ordinary and timely distributor performance, unless DeCA expressly authorizes a waiver in writing. Nothing in this section relieves the DeCA Distributor of responsibility for shelf-life losses caused by the Distributor’s own handling, storage, transportation, delivery delays, or other conduct after receipt from the Supplier.

XX. Swell Allowance Discount % Retained subject to the Drafting Convention with the following additional language:

DeCA reserves the unilateral right to require the Swell Allowance be incorporated into the COG or passed to DeCA through the Distributor.

ADDITIONAL PROVISIONS AND CLAUSES

Retained subject to the Drafting Convention except for the following revision to the clauses incorporated by reference:

Clauses Incorporated by Reference Retained subject to the Drafting Convention except for the following:

Effective upon execution of this Modification, FAR 52.222-21, Prohibition of Segregated Facilities;

FAR 52.222-24, Preaward On-Site Equal Opportunity Compliance Evaluation; and FAR 52.222-26, Equal Opportunity, to the extent incorporated into the ROA, are deleted and shall have no prospective application under the ROA.

These deletions are made consistent with DoD Class Deviation 2025-O0003 and do not affect obligations independently imposed by applicable law.

Addition of FAR 52.222-90 (DEVIATION APR 2026)

FAR 52.222-90 applies to any orders under the ROA above the micro-purchase threshold level.

Compliance with New Seafood Sourcing Restrictions. The Supplier shall not present, make available, furnish, or cause to be furnished under this ROA any Covered Seafood Item. For purposes of this paragraph, "Covered Seafood Item" means any fish, shellfish, seafood, or food containing fish, shellfish, or seafood, for which the procurement or resale is prohibited by 10 U.S.C. § 4862(g), as amended by section 831 of the National Defense Authorization Act for Fiscal Year 2026, Pub. L. No. 119-60, or any implementing DFARS provision. This obligation applies to FDS, DSD, and DSD-S items and remains a Supplier-specific obligation notwithstanding that DeCA may purchase FDS items from, accept FDS items from, or remit payment to a DeCA-authorized Distributor.

EDI PARTNER AGREEMENT

Retained subject to the Drafting Convention.