HDEC02-12-D-0001.doc

THIS CONTRACT AWARD DOCUMENT INCORPORATES ALL CHANGES THAT WERE ADDRESSED

BETWEEN YOUR FIRM AND THIS AGENCY DURING THE COURSE OF DISCUSSIONS. THIS REPRESENTS

THE FINAL NEGOTIATED TERMS.

Section SF 1449 - CONTINUATION SHEET

Area 5 (Base Period)

FFP

THE BASE PERIOD OF PERFORMANCE WILL COMMENCE MAY 13, 2012 THROUGH APRIL 30, 2014.

Contractor is to provide Fresh Fruits and Vegetables (FF&V), Live Potted Plants, and Ornamental Produce (fresh Indian corn; fresh gourds; fresh wreaths and garland; or fresh pine roping) for resale to 34 commissary locations in Area 5 of DeCA's East Region.

The Guaranteed Minimum Percentage of Patron Savings for all Core Items for Area 5 for the Base Performance Period is 47%.

The following 34 store locations are in Area 5 of DeCA's East Region:

Arnold AFB, TN; Barksdale AFB, LA; Columbus AFB, MS; Eglin AFB, FL; Fort Polk, LA; Fort Rucker, AL; Gulfport NCBC, MS; Gunter AFB, AL; Hurlburt Field, FL; Kessler AFB, MS; Little Rock AFB, AR; Maxwell AFB, AL; Memphis NAS, TN; Meridian NAS, MS; New Orleans NAS, LA; Pensacola NAS, FL; Redstone Arsenal, AL; Tyndall AFB, FL; and Whiting Field NAS, FL; Albany MCLB, GA; Camp Merrill, GA; Fort Benning, GA; Fort Buchanan, Puerto Rico; Fort McPherson, GA; Fort Stewart, GA; Hunter AAF, GA; Jacksonville NAS, FL; Key West NAS, FL; Kings Bay NSB, FL; GA; MacDill AFB, FL; Mayport NS, FL; Moody AFB, GA; Patrick AFB, FL; and Robins AFB, GA.

See Attachment E - Schedule of Supplies for items/pricing spreadsheet.

FOB: Destination

FFP

OPTION YEAR 1: MAY 1, 2014 THROUGH APRIL 30, 2015.

Contractor is to provide Fresh Fruits and Vegetables (FF&V), Live Potted Plants, and Ornamental Produce (fresh Indian corn; fresh gourds; fresh wreaths and garland; or fresh pine roping) for resale to 34 commissary locations in Area 5 of DeCA's East Region.

The Guaranteed Minimum Percentage of Patron Savings for all Core Items for Area 5 for Option Year 1 Performance Period is 47%:

The following 34 store locations are in Area 5 of DeCA's East Region:

Arnold AFB, TN; Barksdale AFB, LA; Columbus AFB, MS; Eglin AFB, FL; Fort Polk, LA; Fort Rucker, AL; Gulfport NCBC, MS; Gunter AFB, AL; Hurlburt Field, FL; Kessler AFB, MS; Little Rock AFB, AR; Maxwell AFB, AL; Memphis NAS, TN; Meridian NAS, MS; New Orleans NAS, LA; Pensacola NAS, FL; Redstone Arsenal, AL; Tyndall AFB, FL; and Whiting Field NAS, FL; Albany MCLB, GA; Camp Merrill, GA; Fort Benning, GA; Fort Buchanan, Puerto Rico; Fort McPherson, GA; Fort Stewart, GA; Hunter AAF, GA; Jacksonville NAS, FL; Key West NAS, FL; Kings Bay NSB, FL; GA; MacDill AFB, FL; Mayport NS, FL; Moody AFB, GA; Patrick AFB, FL; and Robins AFB, GA.

FFP

OPTION YEAR 2: MAY 1, 2015 THROUGH APRIL 30, 2016.

Contractor is to provide Fresh Fruits and Vegetables (FF&V), Live Potted Plants, and Ornamental Produce (fresh Indian corn; fresh gourds; fresh wreaths and garland; or fresh pine roping) for resale to 34 commissary locations in Area 5 of DeCA's East Region.

The Guaranteed Minimum Percentage of Patron Savings for all Core Items for Area 5 for Option Year 2 Performance Period is 48%:

The following 34 store locations are in Area 5, Group 1 of DeCA's East Region:

Arnold AFB, TN; Barksdale AFB, LA; Columbus AFB, MS; Eglin AFB, FL; Fort Polk, LA; Fort Rucker, AL; Gulfport NCBC, MS; Gunter AFB, AL; Hurlburt Field, FL; Kessler AFB, MS; Little Rock AFB, AR; Maxwell AFB, AL; Memphis NAS, TN; Meridian NAS, MS; New Orleans NAS, LA; Pensacola NAS, FL; Redstone Arsenal, AL; Tyndall AFB, FL; Whiting Field NAS, FL; Albany MCLB, GA; Camp Merrill, GA; Fort Benning, GA; Fort Buchanan, Puerto Rico; Fort McPherson, GA; Fort Stewart, GA; Hunter AAF, GA; Jacksonville NAS, FL; Key West NAS, FL; Kings Bay NSB, FL; GA; MacDill AFB, FL; Mayport NS, FL; Moody AFB, GA; Patrick AFB, FL; and Robins AFB, GA.

FFP

OPTION YEAR 3: MAY 1, 2016 THROUGH APRIL 30, 2017.

Contractor is to provide Fresh Fruits and Vegetables (FF&V), Live Potted Plants, and Ornamental Produce (fresh Indian corn; fresh gourds; fresh wreaths and garland; or fresh pine roping) for resale to 34 commissary locations in Area 5 of DeCA's East Region.

The Guaranteed Minimum Percentage of Patron Savings for all Core Items for Area 5 for Option Year 3 Performance Period is 48%:

The following 34 store locations are in Area 5 of DeCA's East Region:

Arnold AFB, TN; Barksdale AFB, LA; Columbus AFB, MS; Eglin AFB, FL; Fort Polk, LA; Fort Rucker, AL; Gulfport NCBC, MS; Gunter AFB, AL; Hurlburt Field, FL; Kessler AFB, MS; Little Rock AFB, AR; Maxwell AFB, AL; Memphis NAS, TN; Meridian NAS, MS; New Orleans NAS, LA; Pensacola NAS, FL; Redstone Arsenal, AL; Tyndall AFB, FL; Whiting Field NAS, FL; Albany MCLB, GA; Camp Merrill, GA; Fort Benning, GA; Fort Buchanan, Puerto Rico; Fort McPherson, GA; Fort Stewart, GA; Hunter AAF, GA; Jacksonville NAS, FL; Key West NAS, FL; Kings Bay NSB, FL; GA; MacDill AFB, FL; Mayport NS, FL; Moody AFB, GA; Patrick AFB, FL; and Robins AFB, GA.

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.204-4500

INSTALLATION ACCESS REQUIREMENTS (DEC 2001)

The contractor is responsible for ensuring compliance with installation access procedures for both personnel and vehicles.

52.211-16 VARIATION IN QUANTITY (APR 1984)

(a) A variation in the 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 processes, and then only to the extent, if any, specified in paragraph (b) below.

(b) The permissible variation shall be limited to:

10 Percent increase

10 Percent decrease

This increase or decrease shall apply to each item per delivery, and only with the approval of the Store Director or designee.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2011)

(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 items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(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 items: (Contracting Officer check as appropriate.)

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (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) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (JUL 2010) (Pub. L. 111-5).

___ (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

___ (7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C. 657a).

___ (8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (9) [Reserved].

_X_ (10)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

__ (ii) Alternate I (OCT 1995) of 52.219-6.

___ (iii) Alternate II (MAR 2004) of 52.219-6.

___ (11)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7.

___ (iii) Alternate II (MAR 2004) of 52.219-7.

X_ (12) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637 (d)(2) and (3)).

___ (13)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4)).

___ (ii) Alternate I (OCT 2001) of 52.219-9 ___ (iii) Alternate II (OCT 2001) of 52.219-9.

___ (iv) Alternate III (JUL 2010) of 52.219-9.

_X_ (14) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

___ (15) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (16)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (JUNE 2003) of 52.219-23.

___ (17) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (18) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004) (U.S.C. 657 f).

_X_ (20) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

_X_ (21) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

_X_ (22) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

_X_ (23) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

_X_ (24) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_X_ (25) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

_X_ (26) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29

U.S.C. 793).

____ (27) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (28) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

___ (29) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (30) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(c)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (31) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b) ___ (32)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423) .

___ (ii) Alternate I (DEC 2007) of 52.223-16. .

_X_ (33) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (SEP 2010) (E.O. 13513).

___ (34) 52.225-1, Buy American Act--Supplies (JUNE 2003) (41 U.S.C. 10a-10d).

___ (35)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

___ (ii) Alternate I (JAN 2004) of 52.225-3.

___ (iii) Alternate II (JAN 2004) of 52.225-3.

___ (36) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (37) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (38) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (39) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (40) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)) ___ (41) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X__ (42) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___ (43) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332) ___ (44) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

___ (45) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

_X_ (46)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (APR 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items: (Contracting Officer check as appropriate.)

____ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.)

____ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

____ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

____ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

____ (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008)(31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(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 Subpart 4.7, Contractor Records Retention, of the 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 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.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note).

(ii) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) Reserved.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 1998) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor May include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $50.00 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $300,000 per store;

(2) Any order for a combination of items in excess of $750,000 per store; or

(3) A series of orders from the same ordering office within 1day that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 1day after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated'' or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 7 days following the completion of the period of performance.

(End of clause)

52.217-4500 OPTION TO EXTEND CONTRACT DELIVERY (AUG 2004)

The Government may require continued delivery of any supplies within the limits and at the prices specified in the contract. This option provision may be exercised more than once, but the total extension of the delivery period hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor prior to expiration of the contract delivery period.

(End of Clause)

52.217-4501 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (JUL 2003)

a. The Government may extend the term of this contract by written notice to the Contractor at least 30 calendar days prior to expiration of the current contract period; provided, that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

b. If the Government exercises this option, the extended contract shall be considered to include this option provision.

c. The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years and 6 months.

52.228-4500 LIABILITY TO THIRD PERSONS (APR 1997)

The contractor shall be responsible for and hold the Government harmless from all claims on the part of persons not a party to this contract for personal injury, death, and property loss or damage caused in whole or in part by the fault or negligence of the contractor, his officers, agents, or employees in the performance of work under this contract.

52.228-4501 VEHICLE OPERATION AND INSURANCE (DEC 2001)

a. All private-owned and Contractor-owned vehicles shall be properly licensed, insured and safety inspected in accordance with applicable federal, state and local regulations. The following automotive liability coverage is required:

(1) For Contractor-owned vehicles: Bodily injury $200,000 per person, $500,000 per occurrence; property damage $20,000 per occurrence.

(2) For privately-owned vehicles: Bodily injury and property damage insurance meeting requirements of state in which vehicle is registered.

b. Vehicles licensed or registered in a state which requires a mechanical safety inspection must display a valid inspection sticker.

c. All vehicles operating at the installation are subject to the installation traffic code, copies of which are available in the office of the installation Provost Marshal.

52.232-4500 DELIVERY TICKET INVOICE (DTI) PROCEDURES (APR 2000)

(a) As an alternative to submission of invoices to the designated paying office, the Contractor may elect to use the delivery ticket furnished at the time of delivery as its invoice. If the Contractor elects the delivery ticket method of invoicing, the following procedures shall apply:

(1) The delivery ticket/invoice (DTI) shall be furnished at the time of delivery to the specified delivery location (e.g., commissary, central distribution center). Two copies (original and one copy) of the DTI shall be furnished.

(2) The delivery ticket shall serve as both the receipt and the invoice for bill paying purposes.

(3) A separate invoice shall not be submitted to the designated paying office/Service Center.

(4) The Contractor's DTI must comply with paragraphs (g) and (i) of FAR 52.212-4, Contract Terms and Conditions--Commercial Items. Failure to comply with the requirements of these paragraphs may result in rejection of the supplier's DTI and delay payment.

(5) Each DTI will cover a single delivery (i.e., multiple deliveries may not be rolled up into a single DTI).

(6) When billing periods (rollups) apply, the DTIs provided with each delivery will be accumulated by the Government, and a consolidated payment will be made for all deliveries received and accepted during each billing/rollup period.

(b) The contractor /X / does / / does not elect to use the DTI method of invoicing.

(c) Contractors electing to use DTI procedures shall furnish the following information:

Remittance Address:

Military Produce Group, LLC

1106 Ingleside Road

Norfolk, Virginia 23502-5609

(The remittance address must match the remittance address on each delivery ticket.)

Point of Contact:

Mr. Richard Harris, Chief Operating Officer Telephone Number:

(757) 213-5543

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far http://farsite.hill.af.mil http://akss.dau.mil/jsp/default.jsp

(End of clause)

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (DFARS) (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of clause)

252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (JUN 2010)

(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

_X__ 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) _X__252.203-7000, Requirements Relating to Compensation of Former DoD Officials (JAN 2009) (Section 847 of Pub. L. 110-181).

(2) _X__ 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

(3) ___ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C. 637).

(4) ___ 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008) (15 U.S.C. 637 note).

(5) ___ 252.225-7001, Buy American Act and Balance of Payments Program (JAN 2009) (41 U.S.C. 10a-10d, E.O. 10582).

(6) ____ 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(7) ____ 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(8) __X__ 252.225-7012, Preference for Certain Domestic Commodities (JUN 2010) (10 U.S.C. 2533a).

(9) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

(10) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

(11) )(i) ___ 252.225-7021, Trade Agreements (NOV 2009) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(ii) ___ Alternate I (SEP 2008)

(12) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

(13) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(14)(i) ____ 252.225-7036, Buy American Act--Free Trade Agreements--Balance of Payments Program (JUL 2009) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) ___ Alternate I (JUL 2009) of 252.225-7036.

(15) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).

(16) ____ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).

(17) ____ 252.227-7015, Technical Data--Commercial Items (NOV 1995) (10 U.S.C. 2320).

(18) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).

(19) __X__ 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C. 2227).

(20) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(21) _X___ 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(22)___ 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (JUL 2009) (Section 884 of Public Law 110-417).

(23)(i) _X___ 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(ii) ____ Alternate I (MAR 2000) of 252.247-7023.

(iii) __X__ Alternate II (MAR 2000) of 252.247-7023.

(iv) ____ Alternate III (MAY 2002) of 252.247-7023.

(24) __X__ 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

(1) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(2) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (JUL 2009) (Section 884 of Public Law 110-417).

(3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(End of clause)

252.216-7006 ORDERING (MAY 2011)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule. Such orders may be issued from May 13, 2012, through April 30, 2017.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c)(1) If issued electronically, the order is considered ``issued'' when a copy has been posted to the Electronic Document Access system, and notice has been sent to the Contractor.

(2) If mailed or transmitted by facsimile, a delivery order or task order is considered ``issued'' when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services.

(3) Orders may be issued orally only if authorized in the schedule.

(End of Clause)

IMPORTANT NOTICE

Upon award of this contract, the Agency intends to make public the total contract award amount, as well as any awarded individual contract line item pricing(CLIN and Sub-CLIN), within the Agency's electronic reading room located @ www.commissaries.com.

Unexercised Option year prices will not be published.

This action is being taken to ensure contract award information is available to the general public, as it was in the past, pursuant to the President’s January 21, 2009 memorandum regarding the Freedom of Information Act (FOIA).

ADDENDUM

ADDENDUM TO FAR 52.212-4

CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

1. SCOPE: The Defense Commissary Agency (DeCA) will contract with a source to provide Fresh Fruits & Vegetables (FF&V), live potted plants, and ornamental produce (fresh Indian Corn, fresh gourds; fresh wreaths and garland, or fresh pine roping) to various store facilities assigned to Area 5 of DeCA’s East Region that are located in the Southeast sector of the United States (CONUS) and Puerto Rico (OCONUS). Additional FF&V core and non-core products not listed, or additional potted plant products may be added to the contract without re-competition during contract performance with Region, Headquarters, and Contracting Officer approval. The contractor shall supply DeCA commissaries with USDA inspected and certified quality products that meet or exceed the U.S. Grade No. 1, or as specified in the Core Item List at Attachment E.

The contractor shall provide DeCA with all necessary support, order processing, electronic price updates, reporting, purchasing, distribution, and merchandising materials/personnel necessary for the successful performance under contract. In addition, the contractor shall be responsible for providing all necessary licenses, permits, supervision, facilities, equipment , order processing, distribution, inventory management, and personnel at the contractor’s own facilities/distribution center to receive, store, handle, sort, and deliver all required FF&V items and potted plants to the various commissary locations that are serviced under this contract.

The contractor is responsible for ensuring that a current and valid Perishable Agricultural Commodities Act (PACA) license is maintained by their growers, producers, suppliers, and shippers, for the duration of any performance under this contract.

2. PERIOD OF PERFORMANCE: The base period of performance will commence May 13, 2012, through April 30, 2014. In addition, there will be three 12-month option periods available that may be exercised at the sole discretion of the Government, subject to the terms and conditions of this contract.

3. PRODUCT LINE: The contractor shall deliver a full assortment of fresh fruit and vegetables, live potted plants, and ornamental produce to each commissary store location listed at Attachment B. The contractor shall work closely with the DeCA MBU and Region personnel in the area of purchasing, distribution, or transportation (i.e. DeCA Corporate Buy Program). Thirty days before the first order is placed by the stores, the contractors shall provide DeCA’s MBU and Region personnel an electronic version of the completed order guide that includes all core items, a complete list of non-core items, and a complete list of potted plants available for ordering. The contractor may be expected to review its order guide with MBU and Region personnel on a routine basis for the purpose of adjusting the assortment of non-core items or potted plants. For information on the core and non-core items, see Addendum to FAR 52.212-4, paragraph 6 (Ordering Information) and at Attachment E.

4. CONTRACTOR-OWNED WEB BASED RETAIL ORDERING SYSTEM: The contractor will provide and maintain an order-processing center and provide a web-based retail ordering system. The contractor-owned web ordering system shall be a fully functional system, not a proposed system at the time of proposal submission. The web-based retail ordering system shall have the ability to receive and process electronic orders from all the commissary locations supported under the resulting Area 5 contract.

The contractor-owned web ordering system shall have the capability to email the produce manager an order confirmation in an invoice-type format prior to the next day’s delivery. The delivery ticket invoice that is required to accompany each produce delivery shall mirror the email order confirmation. The following items should be included on the delivery ticket invoice: item code; description; quantity order; quantity ship; price and cost. The contractor-owned web ordering system shall also have the capability to transmit electronic price updates, manage an automated inventory, and create detailed sales and order history reports. The contractor-owned pricing and ordering system shall interface with the existing DeCA electronic systems, without any additional cost or effort to DeCA (i.e. interface is limited to DeCA personnel). The contractor shall ensure the Store Produce Manager or authorized designee has the ability to submit a single order to the contractor’s order processing center through the web–based ordering system. The contractor’s order processing center will provide the Store Produce Manager with features that aid in planning and increasing productivity in addition to providing produce commodity updates designed to keep the Store Produce Manager up-to-date on special buys and industry news.

5. CUSTOMER SERVICE OFFICE: The contractor will provide a dedicated customer service office committed to resolving all questions or concerns as well as maintaining quality assurance programs at the following levels: ordering, purchasing, origin loading, transportation, distribution center receiving, and distribution center loading. The operating hours and response times as accepted by the Government will be incorporated in the resulting contract at time of contract award. The contractor will provide each commissary location and the contracting office with the customer service point of contact information (i.e. point of contacts, phone numbers, and operating hours) prior to commencement of performance. The contractor shall also notify the commissary and contracting office of any changes to this point of contact information during contract performance.

6. ORDERING INFORMATION:

(a) The lead-time from order placement of all product (to include organics and specialty items) to the store product receipt at the store level for CONUS locations (Continental USA) will not exceed 24 hours for every delivery. Any exceptions to this 24-hour rule shall require the approval of the Region Produce Specialist, on a location-by location basis. The lead-time from order placement of all product (to include organics and specialty items) to the store product receipt at the store level for the OCONUS location Puerto Rico will not exceed 48 hours for every delivery. Orders will be placed against this contract during the contract performance period by authorized ordering officials who will place delivery orders via the contractor’s website (available 24 hours a day; 7 days a week, unless otherwise specified), orally by telephone, or by facsimile. The method of ordering is via the contractor’s web ordering system. Ten (10) calendar days prior to contract start-up, the contractor shall provide a minimum of three (3) unique log-ins and passwords to authorized ordering officer (by position) who are located at each commissary location listed under the resultant contract. The contractor is expected to comply with requests to provide additional log-ins and passwords for DeCA personnel at all commissary store locations. The contractor shall also provide the Contracting Officer with a unique log-in and password that may be used to monitor pricing during performance. The authorized ordering officers (by position) to place calls/delivery orders for each designated commissary under this contract are as follows: Store Director, Deputy Store Director, Store Manager, Produce Manager, Produce Lead Worker, or as otherwise designated by the contracting officer.

(b) The contractor shall not substitute product, shall not ship products that are centrally managed and subject to category review, or back-order a product.

(c) The Government’s list of core items include the FF&V products that the contractor shall ensure are always available for delivery, if ordered. This “never-out” list of core items must be available 100% of the time they are in season. The FF&V contractor shall ensure that core items marked as “seasonal” are available for delivery 100% of the time they are in season, as designated in the schedule of supplies, Attachment E. All seasonal non-core items must be available for delivery 100% of the time.

7. SHORTAGES: The contractor shall deliver all quantities ordered in accordance with paragraphs (b) and (c) above. The contractor shall not short-ship items or quantities that have been ordered by the stores. The contractor is responsible for ensuring the delivery of all quantities ordered. If the contractor is unable to completely fill an order from their existing inventory, the contractor shall use an alternate source of supply to completely fill the order. The contractor is responsible for maintaining a sufficient number of alternate sources to serve as back-up suppliers by filling the order, and/or providing same day deliveries to each commissary location listed under the resultant contract. The contractor may contact the store for a recommended local source. Payment of the invoice from the alternate source of supply shall be the sole responsibility of the contractor. Any additional costs (i.e., difference in price between the current week’s pricing and the alternate source of supply) shall be borne by the contractor. Failure to fulfill order requirements will be documented and filed, and evaluated as part of the contractor’s past performance record.

8. EMERGENCY/OUT-OF-CYCLE ORDERS: No more than once a month, commissary ordering personnel may need to place an emergency order or an out-of-cycle order for products that are urgently needed at which time the contractor may not be given the benefit of the full order lead time, i.e. 24 hours. The contractor is expected to accept emergency or out-of-cycle orders and absorb transportation costs not more than once a month. If commissary ordering personnel place emergency orders and/or out-of-cycle more than once a month the government will pay the contractor’s transportation costs. Emergency and out of cycle orders may require an additional delivery that may require commissary personnel to issue the contractor a new call order number. If out-of-cycle or emergency orders are USDA inspected as a normal course of business, then they are not exempt from the USDA inspection requirement of the TDS. However, out-of-cycle or emergency orders are exempt from the USDA inspection requirement if they are not inspected as a normal course of business.

9. TIMEFRAMES FOR CHANGES TO ORDERS ALREADY PLACED: The contractor is expected to accept changes to orders already placed provided the change is made by 8:00 P.M. The contractor may accept or deny changes to orders already placed outside of the designated timeframes, regardless if the changes are submitted prior to shipment.

10. ADDITIONS TO ORDERS ALREADY PLACED: In those instances where commissary personnel determine additional items or quantities are needed to an order already placed, the contractor is expected to provide the additional quantities at the same price the items were originally ordered if the additional quantities are on-hand and it is within the designated cutoff time frame. If the contractor does not have the additional items or quantities on-hand and must procure it from an alternate source, and the contractor bares any additional costs that will be passed to the commissary, the contractor must notify the commissary ordering personnel of the additional price, and the commissary ordering personnel must relay to the contractor their need for those additional items/quantities.

11. DELETIONS TO ORDERS ALREADY PLACED: In those instances where commissary personnel determine an entire order, items or quantities should be deleted from an order already placed, the contractor is expected to delete the entire order, or the item, or quantities without question providing commissary personnel notify the contractor within the timeframe established in accordance with paragraph (9) above.

12. SAME DAY REPLACEMENTS: The contactor is responsible for maintaining a sufficient number of alternate sources of supply to ensure same-day replacements are available to replace non-conforming products, if required. If the produce manager or his authorized designee determines same-day replacements are required to replace non-conforming products, the contractor is required to initiate same-day replacements utilizing their alternate sources of supply.

13. WEEKLY PRICE UPDATES and ORDERING GUIDES:

(a) WEEKLY PRICE UPDATES: Unless the contracting officer has approved an alternate pricing method, single pricing for all commissary stores will apply to each line item, (i.e., oranges delivered to Patrick AFB @ $.89 per pound must also be delivered to Little Rock AFB @ $.89 per pound). Pricing for each line item in this contract shall be priced utilizing the contractor’s web-based system. Prices shall be firm-fixed and inclusive of all costs, overhead, and profit. All items available for ordering must be priced. Items shall not contain zeros or blank prices. If items are not available for ordering that week, the item will not be listed. Pricing in the contractor’s web-based ordering system must match the prices submitted on the delivery ticket invoice. The contractor shall ensure the unit price (case price divided by number per case) is always rounded up two decimal places i.e., applying the zero mil rule. The contractor shall also ensure the “suggested retail price” is rounded up, using the zero mil rule, after applying the 7% markup. The contractor is responsible for entering price changes into their online ordering system no later than Midnight EDT/EST on each Wednesday to be effective the following Monday through Sunday.