Attachment II.doc

ATTACHMENT II

ADDENDUM TO FAR 52.212-4

CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS

1. DESCRIPTION: This Contract is for the acquisition of a variety of potted plants and foliages to be furnished year round to include seasonal and holiday items for resale to the Agency commissary at San Diego NB. Address, telephone number, and POC for the store are available at www.commissaries.com.

2. CONTRACT TERM: Contract shall begin July 1, 2010, or date of contract award, whichever is later, and extend thru June 30, 2011.

3. EXTENT OF OBLIGATION AND INDIVIDUALS AUTHORIZED TO PURCHASE UNDER THIS BPA: The Government is obligated only to the extent of AUTHORIZED purchases actually made under this BPA. Those individuals authorized as Ordering Officers are the Store Director, Store Administrator, and Produce Manager. Contractor deliveries without a call order number and which are not coordinated with the Ordering Officer may not be accepted. The Contractor shall not set a minimum on the dollar amount or quantity of product(s) per order, nor a minimum or maximum number of deliveries to be made during any given period.

4. PLANT MAINTENANCE and LABELING: The Contractor shall provide plants that are TAGGED with the name of the plant and instructions as to its proper care, and are in conformance with Uniform Weights and Measurers Law and the Uniform Packaging and Labeling Regulations. To assist you in this regard the Produce Marketing Association (PMA) has issued an industry guide which can be view at www.pma.com. The contractor shall provide a sufficient number of contractor representatives to ensure merchandising visits are made to each store a minimum of once per week to care for the plants (a high volume of plant sales may require more frequent maintenance). With minimal assistance from the government, the contractor’s representative shall maintain and merchandise the plants to ensure they remain attractive for resale to commissary shoppers. Contractor shall water, mist and shine plants as required to maintain health and appearance of plants. All plants must be shade grown and/or acclimatized, free of disease and insects, and must be of proper color. Contractor’s representative shall provide drip pans or plastic dishes to prevent water spillage from the plants. The Contractor shall be responsible for price marking all plants. The contractor shall provide the supplies required to accomplish the maintenance and the merchandising of the plants as set forth herein, to include price stickers and promotional signs. All seasonal items must be in proper presentation for the season for which they are intended.

5. ORDERS and DELIVERIES: Each commissary location will determine the order quantities and place the order directly with the contractor. The contractor shall provide an order form and plant order guide to the produce manager or authorized ordering officer. The produce manager or authorized ordering officer shall complete the pre-order form for deliveries for the following week and return it to the contractor. All orders issued under this BPA will be assigned a four-digit alphanumeric call number by the commissary. Duplicate call numbers shall not be used. Orders will be placed directly by the store Ordering Officer to the Contractor. The Contractor may suggest quantities and selections. The Ordering Officer must approve these and provide a call number at the time the order is placed. Contractor shall be in compliance with all state and federal laws with regard to the movement and sale of plants.

6. PURCHASE LIMITATION: As specified in the Defense Commissary Agency Acquisition

Regulations Supplement (DeCAARS) to the Federal Acquisition Regulation (FAR) 13.303-5, calls are limited to $100,000 for non-subsistence resale items.

7. MARKDOWNS and CREDITS: The contractor’s representative and the produce manager shall jointly apply markdown prices to plants that need to be reduced for quick-sale. The Markdown PLU codes and associated prices will be incorporated by modification after award of the BPA. The contractor’s representative and produce manager shall both sign an official credit document a copy of which is to be provided to the contractor each week along with the next week’s plant order. The contractor shall issue weekly credits for plants that do not sell. The contractor shall remove plants that do not sell from the commissary store.

8. REIMBURSEMENT FOR MERCHANDISE: Contractor will not bring in plants without prior authorization from an authorized ordering officer. Vendor stocked merchandise that is willfully or maliciously damaged is considered an abnormal loss and will be recorded on a Vendor Credit Memo (VCM) for full vendor reimbursement. Marked-down and/or salvaged products shall also be credited to the Government on a VCM. Contractors are not required to provide VCMs for items damaged or destroyed by commissary employees or patrons. All plant sales will be credited to the Produce Department for accountability.

9. PLANTS AND PLANT AREA MAINTENANCE: The Contractor shall deliver, stock replenish, maintain and care for the plants, and be responsible for the appearance of their designated area, at least once per week or more frequently as agreed to between the store management and the Contractor. (i.e., a high volume of plant sales may require more frequent maintenance.) The contractor shall provide a sufficient number of contractor representatives to ensure plant care is provided to each store at least once per week. All plants must be covered with plastic film from the bottom of the pot to the top of the foliage upon delivery. The film shall be removed from each plant after Government acceptance of product.

10. ORDERING INFORMATION:

(a) All DeCA orders are “fill” or “kill.” The contractor shall not substitute plants, ship unauthorized plants, or back-order a plant. Partial shipment is acceptable only if the Store Director or designee is notified and agrees to accept the delivery; however, the unfilled quantity will be canceled.

(b) The Government’s list of core items contains the products that the contractor shall ensure are always available for delivery, if ordered. Seasonal Core Items in Attachment 1 shall be available 100% of the time that they are in season. All non-core items (items for sale that are not listed in Attachment 1) shall be available for delivery at least 96% of the time.

11. DISTRIBUTION METHOD: The distribution method for this contract will be Direct Store Delivery – Single Order (DSDS). Billing for this method of delivery is on a per call and delivery basis (one delivery ticket/invoice per day).

12. DELIVERY REQUIREMENTS:

(a) Delivery is FOB Destination. Title of the product is transferred from the contractor to the Government when received and accepted at destination.

(b) The contractor is responsible for proper product storage, segregation, and delivery of product in excellent condition.

13. DELIVERY SCHEDULE:

(a) The contractor shall deliver on the required delivery days, within the required timeframe, as agreed to by store management and the contractor. The commissary shall coordinate any unscheduled closing (i.e., inclement weather) with the contractor for alternate delivery arrangements. For the most up-to-date store information (i.e., phone numbers, directions), see Locations on DeCA’s website: http://www.commissaries.com. The contractor shall ensure consistent delivery service is provided to each location during holidays and weekends, as agreed to by store management and the contractor.

(b) The contractor is responsible for delivering products and/or communicating information related to the deliveries directly to store management. The contractor shall be responsible for notifying the designated point-of-contact at the store location of any late deliveries, in advance. Late deliveries or failure to deliver the proper quantities will be documented with the contractor’s past performance history, and could impact the decision to extend this BPA and/or the award of future BPAs/contracts. Changes to the delivery schedule shall be coordinated between the contractor and store management. The designated Region Produce Specialist will be the principle party for resolution of all delivery-related disputes. The Contracting Officer shall be notified if the contractor, store management, and Region Produce Specialist cannot resolve any dispute.

(c) All orders shall be delivered in accordance with the established delivery schedule, except on the Federal Holidays outlined below. When a scheduled delivery day falls on one of the three holidays that the commissary is closed, delivery shall occur on the next business day. Saturday holidays are celebrated on the preceding Friday and Sunday holidays are celebrated on the following Monday. Some store locations may require delivery of product on the regularly scheduled day that falls on a holiday, or the Store Director or designee may reschedule product delivery for a different day other than regular delivery day due to reduced store personnel. The contractor shall coordinate delivery with the Store Produce Manager for the holidays that the store is not closed.

Observed Holidays:

New Year’s Day -- CLOSED

Martin Luther King, Jr. Birthday

Washington’s Birthday

Memorial Day

Independence Day

Labor Day

Columbus Day

Veterans Day

Thanksgiving Day -- CLOSED

Christmas Day -- CLOSED

(d) Under unusual circumstances for operational or mission requirements, the delivery schedule and/or order quantities may fluctuate due to conditions such as personnel shortages, renovation of stores, closing of existing stores, military downsizing, base realignment, or increases/decreases in personnel during crisis situations or deployment.

14. PAYMENT INFORMATION: The Defense Finance Accounting Service (DFAS) Center located in Columbus, Ohio is the agency responsible for making payments to the contractor under this contract. Payment will be made on a per order/shipment basis (one consolidated invoice per day, per store location). Contractors are encouraged to participate in Delivery Ticket Invoicing (DTI) to expedite payment. See FAR clause 52.232-4500, Delivery Ticket Invoice (DTI) Procedures (Apr 2000). DTI is a method of billing where the contractor’s itemized delivery ticket accompanies each delivery, and serves as the contractor’s invoice. The contractor is not required to submit a hard copy invoice to DFAS for payment using DTI procedures.

15. SPECIAL BUYS: Special buys allow the contractor to offer any potted house plant products at a special reduced price, for a limited time or at a one-time reduced price. These specials may be offered at any time during the period of performance. The contractor shall contact the designated Region Produce representative to relay the details of the offer, such name of plants, duration of the offer, response date required, etc. The designated Region Produce representative will respond to the offer within the specified response time as stipulated by the contractor regarding whether the Government will take advantage of the offer. The Government is under no obligation to accept any offers for special buys.

16. CCR AND ORCA REQUIREMENTS: The contractor is responsible for keeping registration active in the Central Contractors Registration (CCR) database and Online Representations and Certifications Application (ORCA) database throughout the duration of this contract. These databases may be accessed via the Internet at http://www.ccr.gov and http://orca.bpn.gov.