KCCO-DPD-09-PA11-159.pdf

Solicitation No. KCCO-DPD-09-PA11-159

United States Department of Agriculture

FARM SERVICE AGENCY

Kansas City, Missouri

The USDA requests competitive proposals from all responsible sources to supply safe, wholesome, good-quality, commercial Pasta Products and Enriched Egg Noodles for Government use such as distribution in the Food and Nutrition Service’s School Lunch Program, Food Distribution on Indian Reservations, the Commodity Supplemental Food Program, and the Emergency Food Assistance Program.

This solicitation is issued to establish a pool of contractors for periodic delivery order competition for the Government’s pasta requirements during the effective period of the contracts. Indefinite-delivery, indefinite-quantity, firm fixed-price and fixed-price with Economic Price Adjustment contracts with one base year and four option years for commercial items are contemplated.

July 28, 2009

TABLE OF CONTENTS

I. Solicitation Form II. Contract Clauses

A. 52.212-4 Contract Terms and Conditions—Commercial Items (Mar 2009) B. Addenda to FAR 52.212-4

1. Addendum to paragraph (a) – Inspection/Acceptance

2. Addendum to paragraph (c) - Changes

3. Addendum to paragraph (e) – Definitions

4. Addendum to paragraph (f) - Excusable delays

5. Additional Clauses

52.203-3 Gratuities (Apr 1984) 52.204-4 Printed or Copied Double-Sided on Recycled Paper (Aug 2000) 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (Sept 2006) 52.211-16 Variation in Quantity (Apr 1984) 452.211-73 Attachments to Specifications (Feb 1988) 452.211-74 Period Of Performance (Feb 1988) 452.211-75 Effective Period Of The Contract (Feb 1988) 52.216-18 Ordering (Oct 1995) 52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) 452.216-73 Minimum and Maximum Contract Amounts (Feb 1988) 4K52.216-0001 Delivery Order Procedures 4K52.216-0002 Compensation to the Contractor for Government Failure to Order

Minimum Contract Amount 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 4K52.226-0001 Farmer-Owned Cooperatives Participation 52.232-18 Availability of Funds (Apr 1984) 52.232-19 Availability of Funds for the Next Fiscal Year (Apr 1984) 52.242-13 Bankruptcy (July 1995) 52.242-15 Stop-Work Order (Aug 1989) 52.246-11 Higher-Level Contract Quality Requirement (Feb 1999) 52.246-15 Certificate of Conformance (Apr 1984) 452.246-70 Inspection and Acceptance Alternate I (Feb 1988) 52.247-34 F.o.b. Destination (Nov 1991) 52.247-58 Loading, Blocking, and Bracing of Freight Car Shipments (Apr 1984) 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) 452.247-70 Delivery Location (Feb 1988) 52.252-4 Alterations in Contract (Apr 1984) 52.252-6 Authorized Deviations in Clauses (Apr 1984) 4K52.270-1001 Regulatory Requirements for Commodities and Packaging 4K52.270-1002 Delivery Instructions 4K52.270-1004 Advance Shipment Notice (ASN) and Unloading Appointment 4K52.270-1006 Seals on Transportation Conveyances 4K52.270-1009 Contractor Expenses 4K52.270-1010 U.S. Origin Product (May 2009) 4K52.270-1011 U.S. Origin Product – Ingredient Waivers 52.253-1 Computer Generated Forms (Jan 1991)

C. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Apr 2009)

III. Contract Documents and Attachments A. Contract documents

1. Description of Purpose

2. Specifications

B. Attachments

1. Financial Responsibility

2. Technical Proposal Format

3. Price Proposal Format

IV. Solicitation Provisions A. FAR 52.212-1 – Instructions To Offerors – Commercial Items (Jun 2008) B. Addenda to FAR 52.212-1

1. Addendum to paragraph (k) – Central Contractor Registration

2. Additional Provisions

52.203-2 Certificate of Independent Price Determination (Apr 1985) 452.204-70 Inquiries (Feb 1988)

52.209-2 Prohibition on Contracting with Inverted Domestic Corporation-Representation (Jul 2009)

52.215-6 Place of Performance (Oct 1997) 52.216-1 Type of Contract (Apr 1984) 452.216-72 Evaluation Quantities--Indefinite-Delivery Contract (Feb 1988) 452.219-70 Size Standard And NAICS Code Information (Sep 2001) 52.233-2 Service of Protest (Sept 2006)

C. 52.212-2 Evaluation—Commercial Items (Jan 1999) D. FAR 52.212-3 – Offeror Representations and Certifications - Commercial Items (Jul 2009) 34

Solicitation No. KCCO-DPD-09-PA11-159 Page 1

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Changes include, but are not limited to; Commercial Item acquisition, Request for Proposals, Multiple-year term (i.e. base year plus option years), Indefinite-Delivery/Indefinite-Quantity, and Delivery Order Competition. Offerors are required to read the solicitation document in it’s entirety in order to understand the solicitation, evaluation, and award processes.

***** NEW ***** NEW ***** ***** NEW ***** NEW ***** ***** NEW ***** NEW ***** ***** NEW ***** NEW *****

I. Solicitation Form

1. Solicitation Number: KCCO-DPD-09-PA11-159

2. Solicitation Issue Date: July 28, 2009

3. Issued and Administered By:

USDA-Farm Service Agency Kansas City Commodity Office (KCCO) Domestic Procurement Division Beacon Facility- Mail Stop 8718 P.O. Box 419205 Kansas City, MO 64141-6205

4. Solicitation Type: Request for Proposals (RFP)

5. Last Date/Local Time for Receipt of Written Questions: August 12,2009, 4:30 P.M. CDT

a. Written questions regarding this solicitation shall be submitted using one of the following methods:

By e-mail: DomesticQuestions@kcc.usda.gov By fax: 816-926-6381 Attn: Ray Boyd, Contracting Officer By Mail: Domestic Procurement Division

Attn: Ray Boyd, Contracting Officer Kansas City Commodity Office, USDA/FSA Beacon Facility, Stop 8718 P.O. Box 419205 Kansas City, MO 64141-6205

Courier/Hand delivered: Domestic Procurement Division

Attn: Ray Boyd, Contracting Officer Kansas City Commodity Office, USDA/FSA Beacon Facility, Stop 8718 9240 Troost Ave Kansas City, MO 64131-3055

b. If a solicitation question is sent by e-mail or fax, the date and time of receipt will be that recorded by the Government’s telecommunication equipment.

c. If a solicitation question is sent by express or regular mail and/or courier/hand delivered, the date and time of receipt will be recorded by the KCAO mailroom’s date and time stamp.

d. Answers to timely received questions will be provided in an amendment to this solicitation.

6. Offer Due Date/Local Time: August 19, 2009 9:00 A.M. CDT

7. Award Notification Date: By September 15, 2009 1:00 P.M. CDT

8. Public Release of Award Date: By September 16, 2009, 4:00 P.M. CDT

9. Solicitation Information Contact:

Solicitation No. KCCO-DPD-09-PA11-159 Page 2

Name: Gabriel Lopez Telephone Number: 816-926-6711 E-mail: gabriel.lopez@kcc.usda.gov

10. Internet Address: http://www.fsa.usda.gov/FSA/webapp?area=home&subject=coop&topic=pas

11. This Acquisition is:

/x/ Unrestricted /x/ Set-Aside for FAR Subchapter D, Socioeconomic Programs. Applicable competitive and noncompetitive set-asides (e.g. The

8(a) program) will be specified in the Government’s periodic delivery order competition requests. Actual set-asides may vary for reasons such as expected small business contractor capacities, Federal procurement requirements, Government program needs, and budget. The Government estimates that approximately 5 to 100 percent of quantities under each delivery order competition will be set-aside for socioeconomic programs. The nonmanufacturer rule applies to any subcontracting arrangements pursuant to FAR Part 19.

12. Delivery Type: F.O.B. Destination (unless otherwise specified in the delivery order competition)

13. Payment will be made by and submit invoices to:

Financial Services Center Fund and Commodity Management Office Invoice Payment Group USDA-Farm Service Agency Beacon Facility- Mail Stop 8578

For express mail:

Financial Services Center Fund and Commodity Management Office Invoice Payment Group USDA-Farm Service Agency Beacon Facility- Mail Stop 8578 9240 Troost Ave Kansas City, MO 64131-3005

For questions concerning invoices contact Invoice Payment Group at 816-926-6205.

Effective on the implementation date of USDA’s WBSCM system, contractor shall submit invoices and attachments in the

WBSCM system.

14. For Delivery Order Competition:

Contract Type: /x/Definite Delivery/Definite Quantity / / Indefinite Delivery/Indefinite Quantity / / Fixed Price (Differential) with Economic Price Adjustment

15. Schedule of type of supplies that are projected to be awarded by delivery order competition.

Type Pack Size CID Type* CID Style CID Class PASTA, SPAGHETTI 12/2 LB PKG VI A na PASTA, SPAGHETTI 20 LB CTN VI A na PASTA, MACARONI, PLAIN ELBOW 24/1 LB PKG I A na PASTA, MACARONI, PLAIN ELBOW 20 LB CTN I A na PASTA, MACARONI, ROTINI 20 LB CTN V A na WHOLE GRAIN PASTA, ROTINI MAC 20 LB CTN V G na WHOLE GRAIN PASTA, ROTINI MAC 20/1 LB PKG V G na WHOLE GRAIN, PASTA, MACARONI 20 LB CTN I G na WHOLE GRAIN PASTA, SPAGHETTI 20 LB CTN V G na EGGNOODLE 1/2 INCH WIDE 12/1 LB I (width = ½ ) na na mailto:gabriel.lopez@kcc.usda.gov http://www.fsa.usda.gov/FSA/webapp?area=home&subject=coop&topic=pas

Solicitation No. KCCO-DPD-09-PA11-159 Page 3

*CID refers to Commercial Item Descriptions (CID) for pasta products and egg noodles. (See Part III)

Estimated

Yearly Quantity Minimum

Contract Amount Maximum

Contract Amount

42,000,000 pounds 1 Truckload 315,000,000 pounds

The quantity ordered may differ from the quantity estimated due to program needs and budget size.

If types of pasta not listed in the above schedule are added to the contract, as described in “Description of Purpose” (See Part III, A., 1.), these additional items may not increase the original maximum contract amount by more than 50 percent.

Delivery orders shall be issued only by a USDA/KCCO contracting officer by mail, orally, by facsimile, or by electronic commerce methods.

16. Accounting and Appropriation Data: TAS::unknown

The commodities procured under this solicitation are currently for the following programs(s):

Section of Public Law Program Name /x/ 32/6E The National School Lunch Program / / 32/6E Child and Adult Care Feeding Programs / / 32/6E Summer Food Service Program /x/ 311 Nutrition Services Incentive Program /x/ 4A Food Distribution Program on Indian Reservations / / 17 Commodity Supplemental Food Program /x/ 104 The Emergency Food Assistance Program

17. Solicitation incorporates FAR provisions 52.212-1, 52.212-2, 52.212-3 and clauses 52.212-4 and 52.212-5. These provisions and clauses are included within this document.

18. USDA Contracting Officer

a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

/s/

b. Ray Boyd, Contracting Officer

July 28 2009 Solicitation KCCO-DPD-09-PA11-159

II. Contract Clauses

A. 52.212-4 Contract Terms and Conditions—Commercial Items (Mar 2009)

(a) Inspection/Acceptance. See addendum to 52.212-4 for tailoring of “Inspection/Acceptance” clause.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. See addendum to 52.212-4 for tailoring of “Changes” clause.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

Solicitation No. KCCO-DPD-09-PA11-159 Page 4

FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. See addendum to 52.212-4 for tailoring of “Definitions” clause.

(f) Excusable delays. See addendum to 52.212-4 for tailoring of “Excusable delays” clause.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of http://www.arnet.gov/far/current/html/52_233_240.html#wp1113304 http://www.arnet.gov/far/current/html/52_232.html#wp1153351 http://www.arnet.gov/far/current/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://www.arnet.gov/far/current/html/52_212_213.html#wp1179527

Solicitation No. KCCO-DPD-09-PA11-159 Page 5 the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (See 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

http://www.arnet.gov/far/current/html/Subpart 33_2.html#wp1079912 http://www.arnet.gov/far/current/html/Subpart 32_6.html#wp1031290 http://www.arnet.gov/far/current/html/Subpart 32_6.html#wp1031326

Solicitation No. KCCO-DPD-09-PA11-159 Page 6

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act;

41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) Part I Solicitation Form of this solicitation.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (See Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

B. Addenda to FAR 52.212-4

The following paragraphs 1 – 4 supersede the corresponding paragraphs in FAR clause 52.212-4 in their entirety.

1. Addendum to paragraph (a) – Inspection/Acceptance

Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract, and shall certify that each product delivery meets the Compositional, Physical Analysis, and other requirements of the contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t17t20+160+141++%2818%29%20%25 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+1574+51++%2840%29%20%20AND%20%28%2840%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t09t12+37+408++%2810%29%20%252 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t49t50+2+224++%2849%29%20%20AND%20%28%2849%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+2+13++%2841%29%20%20AND%20%28%2841%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://www.arnet.gov/far/current/html/52_212_213.html#wp1179527 http://www.arnet.gov/far/current/html/Subpart 42_12.html#wp1084217 http://www.arnet.gov/far/current/html/Subpart 42_12.html#wp1084217 http://www.arnet.gov/far/current/html/Subpart 32_8.html#wp1029202 http://www.ccr.gov/

Solicitation No. KCCO-DPD-09-PA11-159 Page 7 reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

The Government reserves the right to perform quality assurance at source; source includes, but is not limited to, contractor’s manufacturing facility, packaging facility, warehouse, in-house laboratory, subcontractor’s facilities, etc.

In order to minimize administrative operating costs, contractor should enclose the following with the invoice for payment:

Copy of Bill of lading Proof of delivery as evidenced by a

Commercial receipt signed and dated by the consignee, Consignee-initialed bill of lading, or Statement of “Contractor’s Invoice Certification”:

I certify that this invoice presented for payment is true. This certification is executed with full knowledge of the provisions of 31 U.S.C. 3729, or 15 U.S.C. 714m(a), if applicable, imposing civil liability upon any person who shall make or cause to be made a false, fictitious, or fraudulent claim against the United States.

Authorized Signature Date

2. Addendum to paragraph (c) - Changes

The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Method of shipment or packing.

(2) Place of delivery.

(3) Time of delivery.

If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract. The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order.

However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract. If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property. Failure to agree to any adjustment shall be a dispute under the Disputes clause.

However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

3. Addendum to paragraph (e) – Definitions.

52.202-1 Definitions (July 2004)

(a) When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless—

(1) The solicitation, or amended solicitation, provides a different definition;

(2) The contracting parties agree to a different definition;

(3) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning; or

(4) The word or term is defined in FAR Part 31, for use in the cost principles and procedures.

(b) The FAR Index is a guide to words and terms the FAR defines and shows where each definition is located. The FAR Index is available via the Internet at http://www.acqnet.gov at the end of the FAR, after the FAR Appendix.

The following terms have the specific definitions for use with FAR Clause 52.225-5, Trade Agreementsincorporated by reference in FAR clause 52.212-5. Note Trade Agreements only apply to packaging and container components, not agricultural commodities and their products.

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“Least developed country” means any of the following countries: Afghanistan, Angola, Bangladesh, Benin, Bhutan, Burkina Faso, Burundi, Cambodia, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, East Timor, Equatorial Guinea, Eritrea, Ethiopia, Gambia, Guinea, Guinea-Bissau, Haiti, Kiribati, Laos, Lesotho, Liberia, Madagascar, Malawi, Maldives, Mali, Mauritania, Mozambique, Nepal, Niger, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Solomon Islands, Somalia, Tanzania, Togo, Tuvalu, Uganda, Vanuatu, Yemen, or Zambia.

“Packaging and containers” means any substance intended for use as a component of materials used in manufacturing, packing, transporting or holding food if such use is not intended to have a technical effect in such food.

“World Trade Organization Government Procurement Agreement (WTO GPA) country” means any of the following countries: Aruba, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic of), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, or United Kingdom.

Additional USDA term.

“WBSCM” means USDA’s Web Based Supply Chain Management System which, upon implementation, shall be used by the contractor and the Government for applicable contract transactions, as determined by the Government.

USDA will provide the system at no charge for appropriate use by the contractor. WBSCM terminology, requirements, and processes shall automatically apply to the contract, as applicable. In the event of a conflict between WBSCM and FAR terminology, FAR terminology shall take precedence.

4. Addendum to paragraph (f) - Excusable delays.

The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor, and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

5. Additional Clauses

52.203-3 Gratuities (Apr 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative—

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) of this clause, the Government is entitled—

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This paragraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

52.204-4 Printed or Copied Double-Sided on Recycled Paper (Aug 2000)

(a) Definitions. As used in this clause— “Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.” For paper and paper products, postconsumer material means “postconsumer fiber” defined by the U.S. Environmental Protection Agency (EPA) as—

Solicitation No. KCCO-DPD-09-PA11-159 Page 9

(1) Paper, paperboard, and fibrous materials from retail stores, office buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper; tabulating cards; and used cordage; or

(2) All paper, paperboard, and fibrous materials that enter and are collected from municipal solid waste; but not

(3) Fiber derived from printers’ over-runs, converters’ scrap, and over-issue publications.

“Printed or copied double-sided” means printing or reproducing a document so that information is on both sides of a sheet of paper.

“Recovered material,” for paper and paper products, is defined by EPA in its Comprehensive Procurement Guideline as “recovered fiber” and means the following materials:

(1) Postconsumer fiber; and

(2) Manufacturing wastes such as—

(i) Dry paper and paperboard waste generated after completion of the papermaking process (that is, those manufacturing operations up to and including the cutting and trimming of the paper machine reel into smaller rolls or rough sheets) including: envelope cuttings, bindery trimmings, and other paper and paperboard waste resulting from printing, cutting, forming, and other converting operations; bag, box, and carton manufacturing wastes; and butt rolls, mill wrappers, and rejected unused stock; and

(ii) Repulped finished paper and paperboard from obsolete inventories of paper and paperboard manufacturers, merchants, wholesalers, dealers, printers, converters, or others.

(b) In accordance with Section 101 of Executive Order 13101 of September 14, 1998, Greening the Government through Waste Prevention, Recycling, and Federal Acquisition, the Contractor is encouraged to submit paper documents, such as offers, letters, or reports, that are printed or copied double-sided on recycled paper that meet minimum content standards specified in Section 505 of Executive Order 13101, when not using electronic commerce methods to submit information or data to the Government.

(c) If the Contractor cannot purchase high-speed copier paper, offset paper, forms bond, computer printout paper, carbonless paper, file folders, white wove envelopes, writing and office paper, book paper, cotton fiber paper, and cover stock meeting the 30 percent postconsumer material standard for use in submitting paper documents to the Government, it should use paper containing no less than 20 percent postconsumer material. This lesser standard should be used only when paper meeting the 30 percent postconsumer material standard is not obtainable at a reasonable price or does not meet reasonable performance standards.

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sept 2006)

(a) The Government suspends or debars Contractors to protect the Government’s interests. The Contractor shall not enter into any subcontract in excess of $30,000 with a Contractor that is debarred, suspended, or proposed for debarment unless there is a compelling reason to do so.

(b) The Contractor shall require each proposed first-tier subcontractor, whose subcontract will exceed $30,000, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.

(c) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred, suspended, or proposed for debarment (See FAR 9.404 for information on the Excluded Parties List System). The notice must include the following:

(1) The name of the subcontractor.

(2) The Contractor’s knowledge of the reasons for the subcontractor being in the Excluded Parties List System.

(3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion in the Excluded Parties List System.

(4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government’s interests when dealing with such subcontractor in view of the specific basis for the party’s debarment, suspension, or proposed debarment.

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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) of this clause.

(b) The permissible variation shall be limited to:

Zero percent increase Five percent decrease

This increase or decrease shall apply to each delivery.

452.211-73 Attachments to Specifications (Feb 1988) Specifications listed in Part III, “Contract Documents, Exhibits, and Attachments,” are hereby made part of this solicitation and any resultant contract.

(End of Clause)

452.211-74 Period Of Performance (Feb 1988) The base period of performance of this contract is from 10/01/2009 through 9/30/2010.

Option period 1, if exercised, is from 10/01/2010 through 9/30/2011.

Option period 2, if exercised, is from 10/01/2011 through 9/30/2012.

Option period 3, if exercised, is from 10/01/2012 through 9/30/2013.

Option period 4, if exercised, is from 10/01/2013 through 9/30/2014.

(End of Clause)

452.211-75 Effective Period Of The Contract (Feb 1988) The effective period of this contract is from September 15, 2009 through the through date of clause 452.211-74.

(End of Clause)

52.216-18 Ordering (Oct 1995)

(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 Schedule. Such orders may be issued from contract award date through the through date of clause 452.211-74.

(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) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(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 one truckload, 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 not applicable;

(2) Any order for a combination of items in excess of the balance of the contract maximum or Contractor’s offered capacity for the applicable delivery period, whichever is less; or

(3) A series of orders from the same ordering office within one calendar month that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(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) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, 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 7 days 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.

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52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) 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 30 days after the through date in clause 452.211-74.

(End of clause)

452.216-73 Minimum and Maximum Contract Amounts (Feb 1988) During the period specified in FAR clause 52.216-18, Ordering, the Government shall place orders totaling a minimum of the amount shown in the Schedule of Supplies’ ”Minimum Contract Amount”, but not in excess of the amount shown in the Schedule of Supplies’ ”Maximum Contract Amount”.

(End of Clause)

4K52.216-0001 Delivery Order Procedures When specific requirements are known, the Government will describe specific ordering procedures in the announcement of the delivery order competitions which we intend to issue to all contractors in good standing.

Orders will include necessary detail information such as, pasta types, pack sizes, quantities, delivery periods (e.g.

October 1-15), delivery points and socioeconomic set-asides, as well as what and how to respond will be specified in the Government’s periodic delivery order competition requests to its pool of pasta contractors. Electronic commerce will be the predominant method for the issuance of orders, receipt of contractor responses, and notification of awards; however, we reserve the right to use other methods as the Government deems appropriate. The Government anticipates multiple awards will be made as a result of delivery order competitions using price, past performance, and other selection criteria as deemed appropriate. The Government reserves the right at its sole discretion to implement any alternative process, including but not limited to, lowest-price technically acceptable, trade-offs between price and technical evaluation factors, etc.

An agency official independent of the contracting officer will serve as the delivery order ombudsman. The ombudsman will review complaints from contractors and ensure contractors are afforded a fair opportunity to be considered, consistent with the procedures in the contract. The following individual has been appointed the delivery order ombudsman for contracts issued by this contracting activity:

Christine Gouger USDA/FSA/Kansas City Commodity Office Beacon Facility,Mailstop 8500

(816) 926-3379 or by email: Christine.Gouger@kcc.usda.gov

Any contractor who is not satisfied with their complaint’s resolution by a contracting activity ombudsman may request the Departmental Task Order Ombudsman to review the complaint. The Chief, Procurement Policy Division, Office of Procurement and Property Management, has been designated as the Departmental Task Order Ombudsman.

Solicitation No. KCCO-DPD-09-PA11-159 Page 12

4K52.216-0002 Compensation to the Contractor for Government Failure to Order Minimum Contract Amount If the Government fails to order…