03.21.11 - Attachment 2

ATTACHMENT 2 – PERFORMANCE WORK STATEMENT (PWS)

Solicitation No. HTC711-11-R-W001 Overpacking and Transportation of Perishables to the Pacific 1

PERFORMANCE WORK STATEMENT (PWS)

(REVISED AMENDMENT 00001)

OVERPACKING AND TRANSPORTATION OF PERISHABLE SUBSISTENCE

U.S. TRANSPORTATION COMMAND

(USTRANSCOM)

21 MARCH 2011

1.0 BACKGROUND:

1.1. This Performance Work Statement (PWS) supports two Department of Defense (DoD) agencies with requirements to deliver subsistence to end-customers in the Pacific region. The primary shipments covered in this PWS are perishable in nature and require cold chain logistics practices and standards to maintain the products’ integrity and freshness. The contract supports the Defense Commissary Agency (DeCA) and the Defense Logistics Agency (DLA).

1.2. The contractor is responsible to prepare products for transport, airlift, clearance, and delivery of shipments to end customers. Shipment contents are food items procured via a third-party supplier.

Historically, the preparation, palletizing (overpacking) and transportation requirements of the food items were completed under separate contracts. This contract consolidates these two services to provide synergy and direct accountability for the temperature, quality and freshness of the product at its destination.

1.3. The primary goal of this contract is to transport regular produce shipments by providing on-time, scheduled deliveries while maintaining the quality, integrity, and temperature management of the subsistence throughout the transportation process. The secondary goal is to provide expedited transportation of perishable subsistence in support of military deployment and Pacific region emergencies.

2.0 DESCRIPTION OF SERVICES:

The contractor shall be responsible for door-to-door movement of government acquired subsistence items.

The service includes the receipt of dry, chilled and frozen subsistence, preparing subsistence for air transport, airlifting subsistence, customs/agricultural clearance, fumigation/destruction, and delivery to overseas customer’s facility.

2.1 FACILITY: The contractor shall maintain a facility for the receipt and preparation of Government acquired subsistence for air transport, which includes forced-air or other acceptable cooling capability. Contractor’s facility must adhere to acceptable sanitation, pest management and OHSA food safety practices. The contractor shall provide the required equipment, supervision, and personnel necessary to receive, sort, consolidate, package and palletize subsistence items.

2.2 SHIPMENT PREPARATION: The contractor is responsible for sorting, consolidating, and palletizing products received to accommodate the applicable agricultural clearance requirements of the end destination host country. The contractor will prepare and palletize the food products to ensure cold-chain logistics and agricultural requirements are met. Familiarity with produce characteristics that encompass compatibility and temperature management will be necessary as well as familiarity with Japan, Korea, Guam and US agricultural clearance procedures.

Overpacking and Transportation of Perishables to the Pacific 2

2.3 TRANSPORTATION: The contractor shall provide the facility, equipment, supervision, and personnel needed to provide cold chain transportation from San Francisco, CA to various locations in S. Korea, Singapore, Guam, and Japan to include Okinawa. Since this contract is a performance-based, commercial service contract, the contractor is encouraged to use its existing transportation network to include use of multi-modal solutions to provide service in accordance with this PWS and the delivery schedule. The contractor’s facilty to receive Government procured perishables shall be located within a 20 mile radius of San Francisco, California. Contractor shall maintain appropriate temperature and environment for subsistence throughout the transportation process. The contractor is responsible for transporting the shipments from their facility to the shipments’ final destination.

Door-to-Door transportation includes transportation from facility to consignee, export documentation requirements, customs clearance, compliance with inspection requirements, compliance with Status of Forces Agreements (SOFA), sorting, fumigation (if required), and destruction (if required).

2.4 SHORT-NOTICE REQUIREMENTS: The contract requires regular delivery of produce and other perishable items to Japan, Okinawa, Korea and Guam. In addition to regular, consistent produce airlifts, unscheduled, high priority shipments are expected that shall require expedited service. In most cases, the contractor may only receive short notification of a high priority shipment.

The contractor is responsible for providing priority service to deliver these short-notice shipments while also continuing to provide regularly scheduled service.

3.0 REQUIREMENTS:

3.1 RECIEPT /PREPARATION:

3.1.1 Receiving: The contractor is responsible for receiving subsistence items delivered via third-party supplier. The contractor is responsible for verifying delivery against receipt invoice, rejecting damaged products and ensuring refrigerated product is delivered in refrigerated conveyances.

Contractor is required to check the pulp temperature of received product to ensure it is in acceptable temperature range and may inspect the overall quality of the product(s). The contractor shall report infractions to the Contracting Officer Representative (COR) for guidance, and shall determine what if any action should be taken against the third-party supplier. If the COR determines the item(s) are shippable, the contractor shall annotate the shipping papers accordingly. The contractor accepts liability for the quality of the product until inspection and acceptance by the Government at the shipment’s final destination location. Any equitable adjustments, claims, or disputes arising from rejected shipments upon inspection shall be handled in accordance with Federal Acquisition Regulation (FAR) clause 52.212-4.

3.1.2 Pre-Cooling: The contractor is responsible for pre-cooling subsistence items using a forced air cooling system or another acceptable practice to rapidly cool the subsistence to the proper temperature range required to maintain quality.

3.1.3 Overpacking: The contractor is responsible for sorting, consolidating, and palletizing product received to prevent damage, to preserve shipment integrity, and adhere to agricultural clearance requirements. Overpacking also entails all necessary processes needed to ready the shipment for air transport. The contractor must be knowledgeable of produce compatibility and temperature management practices to meet shipment re-packaging and palletization requirements. Contractor shall use appropriate commercial practices to ensure shipments maintain appropriate temperature during transit. In addition, the contractor shall over-pack shipments to allow for efficient processing and compliance with countries’ customs and agricultural clearance procedures. The contractor is responsible for building sample inspection pallets that adhere to Guam USDA, Plant Quarantine Japan (PQJ), Plant Quarantine Korea and any other domestic or foreign authority that

Overpacking and Transportation of Perishables to the Pacific 3 has jurisdiction over deliveries covered under this contract. This may require individually wrapping each sample pallet carton with fly guard or another insect proof material. Produce pallets shall also be wrapped with fly guard material or other packaging material to adhere to host country’s customs and agricultural clearance requirements.

3.1.4 Sample Pallets: In order to expedite the inspection process on arrival the contractor should be prepared to make sample pallets which are separate from the primary load. The same temperature maintenance requirements are required for sample pallets as are required for the primary load.

The contractor is responsible to comply with current host nation sample pallet, or similar, procedures and any changes during the course of the contract. The following are current procedures, but are subject to change at the discretion of host nation procedures.

Guam: One item of each product should be separately packed and marked for inspection.

Japan: The contractor is required to be familiar with the Japan PQJ requirements for selection of items for inspection. Following PQJ requirements, item selections are loaded on sample pallets which are separate from the main load.

Korea: The contractor is required to prepare sample pallets for the joint US Vet-Korea PQ inspections at Yongsan Army Post. One item of each product should be separately packed and marked for inspection.

3.1.5 Cold Chain: Contractor is responsible for maintaining shipment environment and temperature requirements according to guidelines as provided in the Produce Market Guide (http://producemarketguide.com/commodity_info/) published by the produce publication The Packer. The contractor shall maintain product temperatures to within 5 degrees Fahrenheit of the suggested transportation temperature in the guide. In the event that a commodity or shipment item is not addressed in the publication, the contractor shall provide temperature and environmental conditions in accordance with commercially accepted principles and practices.

The contractor shall transport items using commercially accepted perishable shipping solutions.

One possible shipping solution requires all refrigerated shipments to be packed with gel-packs, wet, or dry ice to meet cold chain logistic requirement. This solution would require temperature control insulated material to be utilized in conjunction with ice to maintain the required temperature for the duration of the transit time. This perishable shipping solution is only one method of meeting the requirement. The contractor may use any method to provide cold chain logistics so long as the method meets the requirements of this PWS (i.e. on-time delivery, shipments free of damage, temperature integrity, etc.).

3.1.6 Temperature Data Recorders: Mobile temperature recorders shall be placed in pallets to ensure cold chain logistic requirements are met. The contractor shall use a temperature recording device to provide continuous monitoring and recording of a shipment’s temperature. Each pallet shall include an active temperature monitoring device. The temperature monitoring device is a quality assurance measure to ensure shipment temperature variances comply with the terms of this PWS while in transit. The contractor may propose an alternate method of temperature monitoring and recording procedures.. Any alternative method proposed must be able to provide each shipment with continuous temperature monitoring and recording. The contractor will be responsible to adhere to this procedure unless the Contracting Officer (CO) approves alternate procedures. The Government is not responsible for any temperature recording/monitoring devices.

3.2 SHIPPING DOCUMENTATION

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3.2.1 Documentation: The contractor shall receive a third party supplier invoice from the delivery driver, a SF 2005 from the ordering office, and DD Form 250 from the COR. From these DoD shipping papers the contractor shall generate an Air Way Bill (AWB) and submit it along with the DD 250 to Defense Distribution Center (DDC) and DeCA, as applicable, for payment. In instances of non-scheduled, emergency shipments, the order for services may be generated through the Government Approved Third Party Payment System (i.e. Syncada).

3.2.2 Clearance: The contractor is expected to prepare all the necessary documentation to adhere to host country customs and agricultural authority requirements and to ensure on-time delivery. The contractor shall provide duty-free customs clearance for all shipments.

3.3 SHIPMENTS

3.3.1 The contractor shall transport the total shipment ordered. Shipments include all cargo destined for a single customer (i.e. the order could range from less than a full pallet to multiple pallets).

Shipments will include primarily fresh fruits and vegetables (FF&V). Some shipments, primarily those identified as short-notice emergency shipments, may include chilled meat, chilled fish, frozen processed foods and dry subsistence. The contractor shall maintain appropriate temperature for specific products per commercial guidelines discussed in paragraph 3.1.5 of this

PWS.

3.3.2 Cargo shall be packaged appropriately to maintain the temperature integrity of the shipment throughout the transportation process. The contractor is responsible for maintaining shipment temperature to within a five degree (Fahrenheit) variance of the commercially recommended temperature throughout the transportation process.

3.3.3 Contractor shall take appropriate measures to ensure temperature integrity during times of extended delays while in transit such as delays experienced while awaiting customs clearance.

Appropriate measures may include, but is not limited to, temporary storage in refrigerated facility or refrigerated trucks or re-icing of shipments.

3.3.4 When shipments require fumigation, the contractor is responsible for the destruction of any packing, insulation, or refrigeration materials or other disposable items. The contractor is also responsible to re-pack, as appropriate, to maintain the cold-chain and temperature integrity.

3.3.5 RESERVED

3.3.6 Emergency requirements: The contractor shall be notified via e-mail of an unscheduled, emergency or high priority shipment by a DeCA or DLA Troop Support representative. The representative shall provide the contractor with the estimated weight, commodities involved, ship to location and other pertinent information. The contractor shall respond to the COR within 12 hours of notification in order to establish and coordinate delivery times. Guam, Japan, and Singapore are among the primary destinations for emergency shipments. The contractor is required to deliver emergency shipments to the end destination within 72 hours after receipt of goods. Emergency shipments that are not delivered within the 72 hour timeframe will be subject to the credit terms indicated in paragraph 3.5.5. For emergency shipments delivered to the overpacking facility that exceed 60,000 lbs, the volume shall be divided into separate shipments whereby each shipment is at or below 60,000 lbs. The 72 hour delivery requirement is then extended 24 hours for each incremental shipment volume exceeding 60,000 lb.

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3.3.6.1 For example, if an emergency shipment with total aggregate weight of 150,000 lbs requires service, the breakdown provides an example of how the timeframe requirement would be calculated for the different incremental shipments of the total 150,000 lb requirement.

Portion of 150,000 lb shipment Required Delivery Time-frame First 60,000 lbs 72 hours after receipt of goods Second 60,000 lbs 96 hours after receipt of goods Final 30,000 lbs 120 hours after receipt of goods

3.3.7 The contractor shall offer a percentage discount off their commercial rate for international shipments requiring cool-chain logistics transportation originating from and arriving to other locations not identified in the price schedule. Shipments originating from locations other than the contractor’s packing facility shall only require door-to-door transportation and cold chain maintenance while in transit. These shipments shall not include overpacking services.

3.4 CUSTOMS & COUNTRY SPECIFIC AGRICULTURAL PROCESSING PROCEDURES: The current procedures are provided. These procedures are subject to third-party policies and procedures.

The contractor is responsible for compliance with these and any future changes to these requirements.

The contractor is responsible for compliance with any other procedures not identified here. The contractor is responsible for all fumigation and destruction costs.

3.4.1 Guam: Produce shipments transported to Guam that transit other countries prior to entry into

Guam must be sealed in a way as to ensure there was no tampering during transit. Methods to accomplish this may be sealed air containers or other approved method by Guam Customs and Agriculture. Upon arrival into Guam, Guam Customs and Agriculture will inspect the produce for pests prior to entry into Guam. Produce found with pests will be put on hold/quarantined until all pests are removed. The produce must be re-inspected before allowing final delivery.

3.4.2 Japan: Produce shipments transported to Japan will be inspected for pests by the PQJ on arrival into Japan. Produce found with pest will be put on hold/quarantined until the pests are removed.

Depending on the type of pest, the removal methods are fumigation with Cyanide or Methyl Bromide gas. The contractor is responsible for removal of pests before PQJ will clear and allow entry into Japan.

3.4.3 Korea: Produce shipments transported to Korea will be inspected for pests jointly by the US Army Veterinary service and the Korea Agriculture service. The inspection will take place at U.S. Army Garrison Yongsan. Produce arriving into Korea cannot clear customs until inspected by the joint inspection at Yongsan. Produce must be transported to Yongsan for inspection prior to delivery. Produce found with pests must be either fumigated or disposed of.

3.5 DELIVERY

3.5.1 Government inspection and acceptance of services will be accomplished at the final destination points where the cargo manifest/acceptance document is signed and annotated with date and time of delivery by an authorized Government representative. The shipment shall be delivered within acceptable temperature ranges and free from significant visible damage. Significant visible damage is defined as damage to the shipment contents in which a reasonable person would not consider the product(s) suitable for resale as indicated by the overall appearance or inherent characteristics (e.g. texture, ripeness, etc.). A shipment shall be considered to have incurred a cold-chain failure if:

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3.5.1.1 Shipment is delivered outside acceptable temperature ranges,

3.5.1.2 Shipment delivered with significant visible damage with no justifiable documentation on product condition upon receipt, or

3.5.1.3 Shipments in which temperature recorder data indicates unacceptable temperature variance.

3.5.2 Customers are located on military installations and as such the contractor is required to submit the necessary documents to complete installation access application. This shall be completed within 90 days from contract award.

3.5.3 Contractor will make tail gate deliveries to each of the customers unless requested otherwise by the customer. Exceptions are to be reported to COR for resolution.

3.5.4 On-time Performance: The contractor shall deliver the total ordered amount (shipment), according to the schedule in Exhibit B or as required for emergency shipments. Other delivery times that result in quicker, more efficient delivery may be established between the contractor and the applicable end customers, but must be approved by the CO. The delivery times in the delivery schedule are the minimum standard during contract performance.

3.5.5 Delivery Commitment Guarantee: Contractor shall make delivery of all shipments on the scheduled date (unless adjusted due to holiday) listed in Exhibit B. Contractor must meet this delivery commitment (applies to both scheduled and emergency shipments) or the shipper will be entitled to a shipper-initiated credit of 14%.

3.5.6 If credit is requested by shipper within 30 days of the contractually required delivery date, the contractor shall either reduce their next invoice or credit the customer’s account for those shipments that do not meet the delivery commitment.

3.5.7 In the event a delivery cannot occur during normal business hours, the contractor may contact the consignee to see if they will accept the shipment after hours. If the customer will remain open to accept delivery, the shipment will not be entitled to a credit, but will still be considered late. This will be done on an exception basis only.

3.5.8 Excusable Delay: Shipments delayed due to uncontrollable reasons will not be considered late (i.e., Japanese customs destroys shipment due to infestation). Timely delivery is important to fulfill orders for DeCA stores or troop dining facilities. Failure to deliver the shipments during the delivery period, for reasons other than causes beyond the control and without the fault or negligence of the contractor, may be grounds for termination or assessment of liquidated damages. Determination as to whether the delay is beyond the control and without the fault and negligence of the contractor will be determined by the CO in accordance with FAR clause 52.212-4(f), Commercial Terms and Conditions – Commercial Items (Jun 2010).

3.5.9 Service Interruptions: Prior to the beginning of the contract year and each option year, the contractor shall provide the customer with a list of expected service interruptions such as foreign holidays or dates and/or times when customs inspectors are not available to process shipments and the contractor is prevented from performing full service. Any unexpected service interruptions that could impact the delivery schedule should be brought to the customer’s attention immediately. Shipments will not be scheduled on federal holidays.

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3.6 NOTIFICATIONS/REPORTS

3.6.1 Delay Notification: The Contractor shall notify the customer of any delays. An email/fax explanation as to the cause of delay and what action has been taken to preclude a recurrence shall be provided within three business days to the CO. A copy of this explanation shall be provided to the customer.

3.6.2 Pre-Alert Notification: When shipments arrive in the destination country late, the contractor shall provide telephone or e-mail pre-alert notices to each consignee to inform them of estimated time of delivery.

3.6.3 The contractor shall email/fax proofs of delivery (PODs) to DeCA and DDC weekly. PODs shall be sent to the CO monthly via email by the 15th of each month.

3.6.4 Monthly Report: The contractor shall provide each customer and the CO with a monthly report, through e-mail, that includes the following information: date and time Government goods received, shipment date, date of delivery, TCN, Airway Bill number, time delivered at end location, recipient name, consignee location, customer agency information (DeCA, DLA, Prime Vendor), weight in lbs per shipment, shipment cost, and general shipment remarks, as necessary.

Submit reports via email by the 15th of each month.

3.6.5 Temperature Recorder Information: Within 24 hours after delivery the contractor is responsible to notify the Government if a shipment exceeded the specific temperature parameters while in transit. The contractor is responsible to maintain the temperature recorded data for each shipment for a period of 90 calendar days. At the end of each quarter, the contractor shall submit all temperature recorded data for 5 separate shipments. The CO shall identify which 5 shipments’ information the contractor is required to submit. The temperature data for any shipment within the past 90 days shall also be submitted upon request at any time by the CO or the COR.

3.6.6 Intransit Visibility (ITV): The contractor is responsible to provide intransit visibility (ITV) for all shipments from the time of pick-up to the time of delivery using a government-furnished transportation control number (TCN), shipper’s reference number, and the contractor’s unique identifying Airway Bill (AWB). ITV information shall include: dates and times for shipment origin, trans-shipment points, destination arrival time, proof of delivery with consignee’s name and reason for any delays. When shipments are delivered without obtaining a signature, the ITV system shall record the location where the shipment was left. The contractor shall update ITV shipment status information commensurate with commercial practices. ITV information shall be provided via the internet.

3.6.7 Contractor’s Report of Sales and Revenue.

3.6.7.1 The contractor shall report the semi-annual dollar value (rounded to the nearest whole dollar) of all sales and revenue received under this contract every six months. The contractor shall submit the report by the end of the month following the end of the previous six months of activity (i.e.

the first report will be due 30 Apr 12). The contractor is required to verify all previously submitted data matches their semi-annual sales prior to submitting the Sales and Revenue report.

The dollar value of a sale is the price billed/invoiced to each customer for products and services requested under this contract as identified in each Contract Line Item Number (CLIN)/Sub-Line

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Item Number (SLIN) and the revenue is the money received by the contractor. The reported sales and revenues shall be inclusive of the ASC.

3.6.7.2 The contractor shall report the semi-annual dollar value of sales to the Contracting Officer, and to:

DSSN 3877-JS/LI

ATTN: 3801 Limestone Field Site PO Box 269339 Indianapolis, IN 46226-9339

3.6.7.3 The contractor shall report sales separately for each CLIN to the SLIN level. If no sales occur, the contractor shall show zero on the report for each separate CLIN or SLIN.

3.6.7.4 The contractor shall report all sales and revenues in U.S. Dollars.

4.0 GENERAL INFORMATION:

4.1 The contractor shall utilize his or her commercial quality control program and procedures to identify, prevent and ensure non-recurrence of defective services. The government will evaluate the contractor’s performance throughout the life of the contract through on-site observations and records reviews.

4.2 The CO may request status and performance review meetings to be held at a government location at no additional charge. Meetings shall be held on an as-needed basis. The purpose of the meetings will be to discuss contract performance and address contractor/customer concerns.

4.3 Security Measures. Quality control procedures must be heightened to ensure that product entering the contractor’s facility is safe for public consumption. The following security guidance is provided:

4.3.1 The contractor shall ensure all boxes, bags, etc. are intact and demonstrate no evidence of tampering. All incoming truck drivers should provide adequate identification upon request.

Visitors should also be properly identified and access limited to appropriate areas. Procedures for storing product should adequately control access to eliminate any possibility of product adulteration.

4.3.2 The contractor shall review lighting and camera conditions at their facility and consider whether fencing and locking devices are adequate. The contractor shall not leave open trucks unattended, and use seals when possible to designate loaded trailers. Security seals shall be properly placed on delivery vehicles and registered/logged in per delivery. Ensure employee background checks are up to date.

4.3.3 Review of overall organizational corporate security plans should be conducted. Additionally, the contractor shall convey to all personnel that security should not be taken lightly and any suspected adulteration or evidence of product tampering must be reported immediately.

4.4 Installation Access: While on military installations or on military portions of civil installations, contractor personnel shall comply with security regulations promulgated by the military installation commander. Security regulations are directive in nature and shall be adhered to by all contractor personnel. In addition, the contractor shall (consistent with their commercial procedures), provide a method to protect the integrity and proper functioning of all equipment and systems involved in the

Overpacking and Transportation of Perishables to the Pacific 9 operation of this contract. Any equipment and information processing systems containing government information shall have security measures to protect against unauthorized disclosure.

4.5 Contractor Personnel: Not later than 5 days after contract award, the contractor shall identify to the

Contracting Officer (CO), the name, address, and telephone number of the point of contact for administrative matters.

4.6 Post Award: The government will hold a post-award conference to identify key Government personnel, discuss roles and responsibility of each person, and clarify contract implementation issues.

Applicable Points of Contact to include email addresses, phone and fax numbers will be provided.

The contractor shall ensure key personnel from their organization attend this conference.

4.7 Administrative Service Charge. All sales of contract items to authorized Government users shall incur contractor liability for payment of the Administrative Service Charge (ASC).

4.7.1 ASC Remittance: The contractor shall pay USTRANSCOM an Administrative Service Charge.

The contractor shall remit the ASC in U.S. dollars within 30 days after the end of each semi-annual period. The ASC equals 1% (one percent) of total revenues received during the period.

4.7.2 The contractor shall consolidate all actions for the reporting period into one payment. To ensure that the payment is credited properly, the contractor shall identify the check or electronic transmissions as a “Perishables 1% Administrative Fee, EEIC 45429” and include the following information: contract number; report amount; and report period. If the contractor makes payment by check, provide this information on either the check, check stub, or other remittance material.

4.7.3 If paying the ASC by check, the contractor shall forward the check to the following address:

DSSN 3877-JS/LI

ATTN: 3801 Limestone Field Site PO Box 269339 Indianapolis, IN 46226-9339

4.8 Key Personnel and Subcontractors. The successful Offeror’s proposal is part of the contract. The contractor must request permission to substitute those key personnel or key subcontractors it identified in its proposal. The accepted proposal establishes the new minimum standard (assuming it was in full compliance with the RFP requirements). The contractor will submit information in the same detail as the original proposal for the Government to evaluate. The Government may not approve any substitute that is not equal in all aspects to the originally proposed person or firm.

4.9 Invoicing/Billing/Payment.

4.9.1 Government Approved Third Party Payment System (GTPPS)

4.9.1.1 GTPPS is an automated on-line payment processing and transaction tracking system that supports logistical transactions. U.S. Bank receives a transaction processing fee for every paid transaction.

It consists of five primary functions: (1) electronic data transmission, (2) payment approval process, (3) electronic payment and billing, (4) communication for dispute resolution, and (5) customized data analysis.

4.9.1.2 The contractor shall have a signed Trading Partner Agreement (TPA) in place by 01 Oct 11.

Providing a signed copy of the Trading Partner Agreement to the CO shall constitute verification.

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4.9.1.3 Additionally, the contractor shall work with each agency (DLA and DeCA) to develop individual

Trading Partner Agreements. This process shall commence once contacted by the installation and/or the service representative to begin testing for accurate GTTPS billing EDI interfaces. The carrier shall coordinate with the GTPPS vendor, shipper, and service representative to facilitate to the maximum extent possible GTPPS implementation.

4.10 The contractor is required to comply will all national, state, and local laws. The contractor is also required to comply with all applicable Transportation Security Administration (TSA) regulations.

4.11 For any food traceability requirements that may arise as a result of the FDA Food Safety Modernization Act or other food related statutes, of which the requirements in this PWS are found to be inadequate, a modification to the terms and conditions of this contract may result.

5.0 SERVICE DELIVERY SUMMARY (SDS)

The SDS represents the most important contract objectives. While the contractor is fully expected to comply with all requirements in the PWS, the government’s assessment of contractor performance will focus mainly on the objectives listed in the SDS.

Performance Objective Paragraph Performance Threshold

1.

Provide temperature integrity and safe-handling during transportation to ensure quality and freshness of product upon delivery

3.3 Less than 3 cold-chain failures per year

2. On time delivery of shipments 3.5.4 95% On-time rate

3. Provide notifications 3.6.1/3.6.2/3.6.3 100% of the time

4. Provide reports on-time 3.6.4 Less than 2 late reports in a calendar year

5. Temperature Records 3.6.5 100% of the time

EXHIBITS

Exhibit A Definitions Exhibit B Delivery Schedule Exhibit C Historical Data Exhibit D Photographs of Government Shipments

EXHIBIT A

DEFINITIONS

Solicitation No. HTC711-11-R-W001 Overpacking and Transportation of Perishables to the Pacific PWS Dated 21 Mar 2011 Exhibit A-1

Cold Chain: A logistics process where temperature-sensitive cargo will maintain its integrity through multi-modal movement and be kept in ambient facilities to ensure 100% quality, freshness, and customer satisfaction.

Consignee: The recipient (unit, commissary, MWR facility) to whom cargo is addressed or consigned for final delivery.

Consignor: The originator of a shipment.

Contracting Officer (CO): The duly appointed government agent authorized to award and/or administer contracts. The CO is the only person authorized to contractually obligate the government or interpret the contract.

Customer: The customers for this PWS are Defense Commissary Agency (DeCA) and the Defense Logistics Agency (DLA).

Delivery: Delivery of a shipment to the consignee receiving dock unless other arrangements are made between consignor and the contractor.

Emergency Requirements: Non-scheduled shipment of subsistence that needs to be expedited. Pick up and delivery times will be coordinated between customer and contractor.

Federal Holidays:

New Year’s Day Independence Day Veteran’s Day Martin Luther King Jr’s Birthday Labor Day Thanksgiving Day President’s Day Columbus Day Christmas Day Memorial Day

Government Bill of Lading: A contract between the shipper and the contractor whereby the contractor agrees to furnish transportation service subject to the conditions printed on the reverse side of the bill of lading.

International Holidays: A day in which custom or law within a foreign country or territory dictates a cessation of general business activity to celebrate or commemorate a particular event. The Contractor shall observe international holidays commensurate with commercial practice.

Overpacking: This term is meant to refer to the overall service of receiving the goods from third-party suppliers, sorting, consolidating, and using acceptable methods of packing to ensure product integrity and as required for customs clearances. This also includes any other requirements necessary to ready the shipment for airlift.

Shipment: All cargo destined for a single consignee.

EXHIBIT B

DELIVERY SCHEDULE

Overpacking and Transportation of Perishables to the Pacific PWS Dated 21 Mar 2011 Exhibit B-1

JAPAN (MAINLAND) DELIVERY LOCATIONS

Customer Delivery Location Delivered for Overpacking

Required Delivery Date

Delivery Time

DeCA Atsugi Naval Air Facility (NAF) Tuesday Saturday 0900-1200 Saturday Wednesday 0900-1200

DeCA

1) Iwakuni Commissary

2) Sagamihara

3) Yokoto Air Base

4) Misawa Air Base

5) Sasebo Naval Air Base

6) Hario Commissary

7) Yokosuka Naval Base

Tuesday Saturday 0700-1000

Saturday Wednesday 0700-1000

DLA Sanno Hotel Tuesday Saturday 0900-1200

OKINAWA, JAPAN DELIVERY LOCATIONS

Customer Delivery Location Delivered for Overpacking

Required Delivery Date

Delivery Time

DeCA

1) Kadena Air Base (AB)

2) Camp Foster

3) Camp Courtney

Tuesday Monday 0700-1200

Saturday Friday 0700-1200

DeCA Camp Kinser Tuesday Monday 0700-1000 Saturday Friday 0700-1000

DLA Camp Kinser Monday Thursday 1500-1900

SOUTH KOREA DELIVERY LOCATIONS

Customer Delivery Location Delivered for Overpacking

Required Delivery Date

Delivery Time

DeCA Yongsan Monday Thursday 1300-1600 Wednesday Saturday 1300-1600

DeCA Osan Monday Thursday 1500-1800 Wednesday Saturday 1500-1800

DeCA Taegu Tuesday Friday 0700-1200 DLA Dragon Hill Lodge (DHL), Yongsan Monday Thursday 1400-1600

DLA Camp Kim, Yongsan – Delivered to DHL, Yongsan Monday Thursday 1400-1600

DLA Navy Club – Delivered to DHL, Yongsan Monday Thursday 1400-1600

DLA Camp Casey, Tongduchon Monday Thursday 1500-1800

EXHIBIT B

DELIVERY SCHEDULE

PWS Dated 21 Mar 2011 Exhibit B-2

GUAM DELIVERY LOCATIONS

Customer Delivery Location Delivered for Overpacking

Required Delivery Date

Delivery Time

DeCA 1) Anderson AB

2) Orote Wednesday Saturday 1600-1800

DeCA Anderson AB Friday Monday 1000-1200 DeCA Orote Friday Monday 0800-1000 DLA Orote Monday Thursday 0800-1200

NOTES – DELIVERY SCHEDULE

(1) The column labeled “Delivered for Overpacking” is the day that the third-party supplier shall deliver the customer’s order to the overpacking facility.

(2) Third-party supplier deliveries will be between 0700 – 1200 on the day of delivery.

(3) End Destinations for each country location with the same delivery days and times were grouped together in the same row (Example ~ Okinawa locations: Kadena, Camp Foster, and Camp Courtney were grouped together in 1 row).

(4) All days and times are local.

EXHIBIT C

HISTORICAL DATA

PWS Dated 21 Mar 2011 Exhibit C-1

May 2009 – April 2010

Scheduled Shipments (# of Shipments) & Total lbs

Shipment Weight (lbs)

0-2999

3000-

4000-

5000- 5999 6000+

Total # of Shipments Total lbs

JAPAN MAINLAND 51 1 2 620* 3 677 3,538,114

OKINAWA, JAPAN 40 31 - - 92 163 1,928,284

GUAM 24 24 - - 213 261 2,556,261

SOUTH KOREA 163 36 5 3 302 509 4,041,830

TOTAL 278 92 7 623 610 1610 12,064,489

*NOTE – The number of shipments to Japan Mainland locations with shipment weights of 5000-5999 lbs reflects 620 total shipments with an average shipment weight of 5,485 lbs. The average shipment weight, 5,485 lbs, was derived by dividing the total lbs delivered to DeCA customers in Japan locations by the total number of shipments to DeCA locations.

May 2009 – September 2010 Ad Hoc Shipments (lbs)

GUAM SINGAPORE YOKOHAMA

(JAPAN)

FUKUOKA

(JAPAN)

May-2009 97,258 Jun-2009 75,493

4,675 Jul-2009

Aug-2009 24,393 Sep-2009 88,501

48,769 Oct-2009

Nov-2009 9,931 Dec-2009

Jan-2010 Feb-2010 12,894

Mar-2010 61,485 Apr-2010 13,899 May-2010 63,403

7,325 Jun-2010 12,585

2,689

Jul-2010 14,976 7,058 Aug-2010 69,435 235,962

9,764

Sep-2010 502,644 115,388 642

TOTAL 1,046,897 358,408 64,100 9,764

PWS Dated 21 Mar 2011 Exhibit C-2

Aggregate Monthly/Annual Data

FY 2007 FY 2008 FY 2009 FY 2010

October 792,762 973,982 1,100,044 907,193

November 640,362 709,122 806,456 906,928 December 557,668 621,633 727,594 952,155 January 677,331 670,419 806,940 855,982

February 706,065 835,258 831,265 824,708 March 554,558 1,023,943 998,071 991,455 April 922,529 1,122,414 870,845 907,113 May 927,888 1,138,211 1,018,258 1,056,146 June 965,376 1,052,018 1,155,568 1,222,748 July 903,729 950,927 964,753 1,200,637

August 1,484,173 984,688 1,151,125 1,585,467 September 900,881 1,261,178 1,417,918 1,955,339

TOTAL 10,033,322 11,343,793 11,848,837 13,365,601

Individual Shipment Weight Data (lbs) 1 October 2010 – 31 January 2011

*The following tables show the individual shipment weights for shipments shipped to the various consignee locations.

Fukuoka Yokohama Sanno Hario Iwakuni Misawa Saesbo

7,294 337 1,342 670 2,208 5,410 1,790 250 2,289 610 2,972 1,574 4,573 2,051 6,253

11,711 495 1,345 867 2,371 6,184 2,372 263 2,305 1,448 2,978 1,821 5,089 2,154 6,615

13,178 1,277 1,366 1,175 2,549 6,425 2,435 1,118 2,322 1,504 2,992 2,001 8,121 3,691 6,656

9,342 1,411 1,228 2,840 6,693 2,602 1,423 2,329 1,958 3,173 2,051 9,393 4,634 6,757

9,459 1,484 1,255 2,967 7,740 2,625 1,595 2,345 1,985 3,311 3,087 9,492 4,887 6,758

1,536 1,365 3,011 8,340 2,656 1,702 2,422 2,051 3,347 3,260 9,599 4,980 6,927

1,539 1,378 3,215 9,929 2,794 1,712 2,447 2,063 3,373 3,338 9,914 4,991 6,997

1,564 1,379 3,351 10,599 2,811 1,738 2,489 2,076 3,778 3,374 10,092 5,000 7,044

1,567 1,410 3,371 11,512 2,842 1,902 2,538 2,175 3,997 3,597 10,278 5,005 7,081

1,606 1,424 3,424 11,514 2,857 2,051 2,783 2,258 4,027 3,720 10,965 5,025 7,362

1,622 1,486 3,532 11,652 3,060 2,100 2,796 2,409 4,172 3,892 11,259 5,057 7,789

1,651 1,572 3,622 11,748 3,099 2,106 2,865 2,589 4,319 3,976 11,511 5,153 7,844

1,738 1,663 3,632 11,862 3,310 2,130 3,489 2,684 4,640 3,994 12,004 5,317 8,175

1,748 1,674 3,897 12,001 3,534 2,183 3,736 2,752 4,718 4,041 12,695 5,340 8,373

2,805 1,697 3,961 12,593 3,612 2,231 4,276 2,772 4,992 4,080 12,843 5,644 8,443

4,787 1,799 4,420 12,992 3,628 2,260 5,108 2,825 5,166 4,139 13,842 5,710 11,310

1,874 4,666 13,722 3,629 2,919 5,167 4,228 5,912 12,599

2,375 5,387 14,723 3,712

3,925

JAPAN MAINLAND

DLA Shipments DeCA Shipments

Sagamihara Atsugi Yokosuka Yokota

PWS Dated 21 Mar 2011 Exhibit C-3

Individual Shipment Weight Data (lbs) (continued)

DLA Shipments

Camp Kinser

3,155 830 1,738 1,784 2,484 2,051 8,179 830 1,738

3,345 1,103 1,768 1,799 2,494 2,677 8,198 1,103 1,768

3,392 1,216 1,773 1,809 2,534 4,920 8,290 1,216 1,773

3,592 1,301 1,802 1,868 2,666 5,797 8,298 1,301 1,802

3,610 1,302 1,814 1,988 2,738 6,340 8,707 1,302 1,814

3,732 1,410 1,826 2,008 2,758 6,463 8,710 1,410 1,826

3,828 1,459 1,833 2,051 2,782 6,828 8,761 1,459 1,833

3,854 1,495 1,843 2,075 3,761 6,903 8,777 1,495 1,843

3,890 1,516 1,912 2,097 3,815 7,253 9,069 1,516 1,912

3,926 1,535 1,955 2,150 3,937 7,481 9,169 1,535 1,955

3,932 1,600 1,985 2,187 4,274 7,594 9,284 1,600 1,985

3,934 1,634 2,051 2,287 4,526 7,612 9,452 1,634 2,051

3,970 1,644 2,116 2,329 4,578 7,614 10,000 1,644 2,116

3,976 1,645 2,164 2,406 4,819 7,720 10,002 1,645 2,164

4,001 1,651 2,200 2,436 4,827 7,897 10,371 1,651 2,200

4,031 1,673 2,313 2,437 4,868 7,912 10,484 1,673 2,313

4427 1,726 2,635 2,457 12,098 8,167 12,517 1,726 2,635

OKINAWA

DeCA Shipments

Camp Kinser Camp Courtney Camp Foster Kadena

Camp Casey

Camp Humphreys

(DHL)

Camp Kim

(DHL)

Dragon Hil l Lodge

(DHL)

Navy Club

(DHL) Teagu

2,960 1,629 258 414 1,439 7,370 13,568 7,294 10,570 17,634

3,007 1,978 1,086 6,144 1,562 8,439 13,869 7,686 10,590 17,769

3,085 2,039 1,227 6,485 1,579 8,589 14,180 7,887 10,636 18,084

3,336 2,056 1,301 6,869 1,587 9,219 14,344 7,921 11,936 18,251

3,377 2,117 1,380 7,350 1,631 9,568 14,398 7,932 12,369 20,102

3,552 2,209 1,385 7,581 1,704 9,810 14,604 7,961 12,913 20,200

3,586 2,215 1,544 7,779 1,787 10,092 14,992 8,184 13,824 20,662

3,615 2,302 1,573 7,940 1,841 10,189 15,468 8,316 14,292 21,010

3,630 2,309 1,598 8,014 1,872 10,479 15,524 8,322 14,722 23,104

3,649 2,429 1,618 8,015 1,896 10,645 15,947 8,861 15,331 23,698

3,690 2,460 1,790 8,045 2,022 10,647 16,176 9,127 15,546 23,714

3,748 2,490 1,836 8,068 2,030 10,729 16,574 9,437 15,865 24,524

4,145 2,593 1,887 8,169 2,235 11,421 17,020 9,447 15,999 28,234

4,436 2,637 1,890 8,228 2,309 12,598 17,242 9,852 16,307 29,258

4,658 2,638 2,261 8,322 2,530 13,251 18,327 10,358 16,747 30,453

4,701 3,195 2,262 8,345 2,957 13,305 19,808 10,511 16,773 36,482

8,611 13,310 23,258 11,978 16,818 39,389

13,543 16,834

*NOTE - DHL means "Dragon Hill Lodge"; the Camp Humphreys shipment, Camp Kim shipment and Navy Club shipments support different end customers, but are delivered to the Dragon Hill Lodge

KOREA

DLA Shipments DeCA Shipments

Osan Yongsan

PWS Dated 21 Mar 2011 Exhibit C-4

Individual Shipment Weight Data (lbs) (continued)

DLA Shipments Orote

5,471 7,146 10,100 7,746 12,333 5,483 7,412 10,214 7,972 12,529 5,735 7,791 10,341 8,645 12,596 7,619 8,650 10,543 9,050 12,689 9,206 8,700 10,824 9,239 12,981 9,811 8,853 11,180 9,317 13,426

10,612 8,882 11,186 9,326 13,562 10,880 8,946 11,337 9,430 13,786 11,956 8,967 11,405 9,544 14,191 13,286 9,090 11,454 10,119 14,267 14,920 9,163 11,661 10,228 14,899 15,127 9,237 11,855 10,662 15,018 16,039 9,277 12,034 10,740 15,440 16,499 9,297 12,177 10,751 15,593 21,854 9,516 12,761 11,262 17,714 23,155 9,709 12,946 11,352 19,289 28,394 9,911 14,624 11,414 19,708 40,177 10,035 12,142

GUAM

DeCA Shipments

Anderson Orote

EXHIBIT D

PHOTOGRAPHS OF GOVERNMENT SHIPMENTS

PWS Dated 21 Mar 2011 Exhibit D-1

This exhibit is included to provide offerors additional clarity in regards to the overpacking requirement.

Offerors are expected to receive, sort, consolidate, and over-pack Government procured subsistence. The following photographs show how the Government subsistence will arrive to the contractor’s facility.

Unpacking of these boxes is not required. Inspection of items is permitted. These pre-packed boxes of perishables and subsistence are to be consolidated as a larger shipment together depending on each end-customer’s order requirements. The end customer order forms will be provided by the third party supplier delivering the product (see PWS paragraph 3.2.1.).