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SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000089314

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE300-20-R-0024

5. SOLICITATION NUMBER

2020 JUN 03

6. SOLICITATION ISSUE

DATE

LINDA SAUNDERS DLS0056

a. NAME

Phone: DSN312-737-86

b. TELEPHONE NUMBER (No Collect calls)

2020 JUL 06

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE300

DLA TROOP SUPPORT

DIRECTORATE OF SUBSISTENCE

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5096

USA

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

311511NAICS:

1000SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

03:00 PM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

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PAGE 3 OF 83 PAGES

SPE300-20-R-0024

BLOCK 8 (Continued):

OFFER DUE DATE/ LOCAL TIME: July 6, 2020 at 3:00PM EASTERN STANDARD TIME

BLOCK 9 (Continued):

ALL OFFERS/MODIFICATIONS/WITHDRAWALS MUST BE PLAINLY MARKED ON THE OUTERMOST ENVELOPE WITH THE SOLICITATION NUMBER, CLOSING DATE, AND TIME SET FOR THE RECEIPT OF OFFERS.

SEND MAILED OFFER TO:

DEFENSE LOGISTICS AGENCY

DLA TROOP SUPPORT

POST OFFICE BOX 56667

PHILADELPHIA, PA 19111-6667

DELIVER HANDCARRIED OFFER, INCLUDING DELIVERY BY COMMERCIAL CARRIER TO:

DLA TROOP SUPPORT

BUSINESS OPPORTUNITIES OFFICE

BLDG. 45, FIRST FLOOR, ROOM 167

700 ROBBINS AVENUE

PHILADELPHIA, PA 19111-5092

NOTES:

(1) All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 a.m. and 5:00 p.m., Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103. Offerors using a commercial carrier service must ensure that the carrier service “hand carries” the package to the Business Opportunities Office specified above for hand carried offers prior to the scheduled opening/closing time. Package must be plainly marked ON THE OUTSIDE OF THE COMMERCIAL CARRIER’S ENVELOPE with the solicitation number, date, and time set forth for receipt of offers as indicated in Block 8 of the Standard Form 1449.

(2) Examples of “hand carried” offers include: In-person delivery by Contractor, Fed Ex, Airborne, UPS, DHL, Emery, other commercial carrier, USPS Express Mail and USPS Certified Mail.

(3) Contractors intending to deliver offers in-person should be advised that the Business Opportunities Office (Bid Room) is located within a secured military installation. In order to gain access to the facility, an escort may be required. The escort will be an employee of the Bid Room. The following are telephone numbers for the Bid Room: (215) 737-8511, (215) 737-9044, (215) 737-7354, (215) 737-0317, or (215) 737-8566. It is the offeror’s responsibility to ensure that the offers are received at the correct location at the correct time. Please allow sufficient time to complete delivery of hand carried offers. Since the length of time necessary to gain access to the facility varies based on a number of circumstances, it is recommended that you arrive at the installation at least one hour prior to the time solicitation closes to allow for security processing and to secure an escort.

NOTE: THIS IS A SUGGESTION AND NOT A GUARANTEE THAT YOU WILL GAIN ACCESS TO THE BASE IF YOU ARRIVE ONE HOUR BEFORE THE

OFFER IS DUE.

(4) E-mail offers are acceptable form of transmission for submission of initial proposals or revisions to initial proposals submitted in response to this solicitation. As directed by the Contracting Officer, e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revision(s), including Final Proposal revision(s).

BLOCK 17A. (Continued):

OFFERORS: SPECIFY

CAGE CODE: __________________________

FAX NUMBER __________________________

EMAIL ADDRESS________________________

COMPANY POC: ________________________

PHONE #: _____________________________

BLOCK 17B. (Continued):

Remittance will be made to the address that the vendor has listed in the System for Award Management Database. (www.

sam.gov). Offeror’s assigned DUNS Number:

(If you do not have a DUNS number, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors – Commercial Items (paragraph j) for information on contacting Dun and Bradstreet.)

BLOCKS 19-24 (Continued):

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SEE SCHEDULE OF ITEMS (ATTACHMENT 1)

AUTHORIZED NEGOTIATORS:

The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposal. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator.

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Form

TECHNICAL REQUIREMENTS

THIS DOCUMENT INCORPORATES TECHNICAL AND/OR QUALITY REQUIREMENTS (IDENTIFIED BY AN `R' OR AN `I' NUMBER IN SECTION B) SET FORTH IN FULL TEXT IN THE DLA MASTER LIST OF TECHNICAL AND QUALITY REQUIREMENTS FOUND ON THE WEB AT: http://www.dla.mil/HQ/Acquisition/Offers/eProcurement.aspx. FOR SIMPLIFIED ACQUISITIONS, THE REVISION OF THE MASTER IN EFFECT ON THE SOLICITATION ISSUE DATE OR THE AWARD DATE CONTROLS. FOR LARGE ACQUISITIONS, THE REVISION OF THE MASTER IN EFFECT ON THE RFP ISSUE DATE APPLIES UNLESS A SOLICITATION AMENDMENT INCORPORATES

A FOLLOW-ON REVISION, IN WHICH CASE THE AMENDMENT DATE CONTROLS.

CAUTION NOTICE

THE CONTENT AND STRUCTURE OF SOLICITATION SPE300-20-R-0024 IS NEW. PLEASE READ CAREFULLY BEFORE SUBMITTING

YOUR OFFER.

The awardee will be required to have a computer system capable of accepting delivery orders and processing Electronic Data Interchange

(EDI) transactions. This contract will require the contractor to have electronic commerce/electronic data interchange EC/EDI capabilities.

All contractors who choose to conduct business with the Department of Defense must now be registered in the System of Award Management

(SAM) database.

CONTRACTOR CODE OF BUSINESS ETHICS (OCT 2015)

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United

States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733).

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C. 3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

RAPID GATE, DEFENSE BIOMETERIC IDENTIFICATION SYSTEM (DBIDS) REQUIREMENT and/or OTHER SECURITY PROGRAMS

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Form (CONTINUED)

Many bases may require enrollment in a particular system for base security such as Rapid Gate, the Defense Biometric Identification System

(DBIDS), or other similar system(s). Such systems manage access to Department of Defense (DoD) installations, and will not allow entry without clearance. During the contract start-up/ implementation period, the Contractor must contact all customer locations to determine whether enrollment in Rapid Gate, DBIDS, or another security program is required for access to each location. If Rapid Gate, DBIDS, or other security enrollment is required, the Contractor must take all necessary steps to obtain this in time for the start of performance under this contract. Failure to have clearance may result in a vendor being turned away from the base and being unable to complete delivery. The

Contractor is responsible for any costs associated with Rapid Gate, DBIDS, and/or other security program enrollment and must ensure that a properly enrolled driver is available for all deliveries. We currently estimate that Rapid Gate or DDBIDS enrollment will cost about $250 per company and $200 per enrolled employee for 1 year of access to multiple locations, but the cost of Rapid Gate, DBIDS or other security enrollment may vary, so the Contractor should contact the specific security system contractor to determine its own costs. If more than one driver is required, enrollment must be obtained for each driver. Note that enrollment can take several weeks, so an awardee that is not already enrolled must begin enrollment at the time of award notification at the latest. If difficulty or delay in enrollment is encountered during the start-up/implementation period, the Contractor MUST contact the specific security system contractor and/or the Security Officer at the applicable customer locations to resolve any issues with processing enrollment so that the Contractor will be able to deliver as required.

For additional information on current base security systems including Rapid Gate and DBIDS, including enrollment instructions, please visit their websites at www.fortoirsolutions.com and http://dbids.dmdc.mil.

http://www.fortoirsolutions.com http://dbids.dmdc.mil

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CHECKLIST - DID YOU REMEMBER TO ?????

[ ] Fill in Block 17a, of 1449?

] Fill in Block 17A. Continued, on the bottom of page 3?

[ ] Indicate remittance address and DUNS Number block 17B. Continued, on the bottom of page 3, if different, in offer?

[ ] Sign Block 30a, name in Block 30b, and date in Block 30c.?

[ ] Sign and return any/all amendments?

[ ] Return one (1) COMPLETE & SIGNED copy of the solicitation?

[ ] Fill out all certifications and representations in solicitation or submit a copy of your firm's Online Representations and Certifications

Applications Registration from System for Award Management (“SAM”) website?

[ ] Submit prices for every item listed in the Schedule of Items (Attachment 1)?

[ ] Fill out Vendor Name, CAGE Code, and DUNS Number for Excel Spreadsheet cell B5 in Attachment 1 for Group I and Group 2?

[ ] Checked box stating you intend or do not intend to use one or more facilities as a place of performance under Federal Acquisition Regulation (“FAR”) 52.215-6 Place of Performance?

[ ] In accordance with the clause above, submit a separate list of places of performance, i.e. distribution centers / warehouse locations that will directly support the proposed customers? Warehouses that function as backups should be designated as such.

[ ] Submit A copy of current Wholesale Price List, Catalog Price Schedule or other documents containing commercial pricing information.

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SPE300-20-R-0024

Form (CONTINUED)

CAUTION: The above checklist is for convenience purposes only. This list is not intended to be all-inclusive. Offerors are responsible for carefully reviewing the entire Solicitation to ensure proper submission of all required information.

STATEMENT OF WORK

I. INTRODUCTION

A. Defense Logistics Agency (“DLA”) - Troop Support (“Agency”) intends to enter into an indefinite quantity contract(s) (“IQC”) with a commercial firm(s) to supply Fresh Milk & Dairy products to Department of Defense (“DoD”, or “Troop”) customers in the New

Jersey - New York Zone . Specific requirements per item are included in the Schedule of Items (Attachment 1). Failure to propose the specified requirement per item as identified in Attachment 1 may render an offeror's proposal technically unacceptable.

A successful offeror(s) will be required to source, purchase, store, and deliver a variety of milk, dairy and ice cream items to DLA

Troop Support customers on an ongoing basis, while at the same time maintaining acceptable fill rates, levels of customer service, and product quality. Therefore, an offeror must currently possess the physical, logistical, and financial resources to serve as a commercial distributor of a variety of milk, dairy and ice cream items. It is neither sufficient nor acceptable for an offeror to be a third-party logistics (“3PL”) company (i.e. a company that does not intend to serve as the milk, dairy and ice cream supplier but instead intends to subcontract out the majority of aspects required by the contract, including but not limited to ordering, warehousing, distribution, etc.). By offering, an offeror affirms its status as a current and functioning commercial distributor of milk, dairy and ice cream items. In order to determine whether an offeror meets the technical requirement of being a current and functioning commercial milk, dairy and ice cream distributor, the Contracting Officer will require an offeror to submit a copy of each third party warehouse audit (i.e., Sanitation Compliance and Enforcement Ratings of Interstate Milk Shippers or other state or federal sanitation inspection certificates). The audit report(s) must demonstrate that a passing score(s) was/were received. Please note that a request for the aforementioned information by the Contracting Officer will be used to make a determination of whether or not the offeror meets the technical requirement of being a current and functioning commercial distributor of milk, dairy and ice cream. This information is not being sought to determine an offeror's likelihood of success in performing the contract as would be the case in a responsibility analysis.

NOTE: No change in the places(s) of performance will be permitted between the closing date of the solicitation and the award date except where time permits and then only upon receipt of the Contracting Officer's written approval. Any change in the place

(s) of performance cited in this offer and in any resulting contract is prohibited unless it is specifically approved in advance by the

Contracting Officer at no additional charge to the Government. An offeror no longer using, possessing, or having access to an offered facility, as described in an offeror's proposal, may result in an offeror's proposal being considered unacceptable.

B. The aforementioned zone is comprised of (2) Groups in the areas described above. Group (1) consists of customers located at and/or in McGuire AFB, Fort Dix, 177th Air Force Reserve, and Visiting CG and Group (2) consists of customers located at and/or in Edison, JCC, NWS Earle, USCG NY in the New Jersey and New York area. Group (1) and Group (2) contracts period are expected to be from September 27, 2020 through September 30, 2023. The Agency intends to award one contract per Group.

The offeror must support all of the customers in the Group for which they make an offer. Offerors are required to propose on all items in the Schedule of Items. Failure to do so may result in its proposal being deemed technically unacceptable and therefore

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SPE300-20-R-0024

Form (CONTINUED) excluded from further consideration for award. Because the Contracting Officer is not obligated to initiate negotiations, each offeror shall submit its most competitive proposal. Said proposal shall be responsive to all of the Solicitation's requirements and free from any deficiencies.

C. This solicitation is being issued as unrestricted with HUBZone evaluation preference under full and open competition procedures.

NAICS is 311511 and 311520 and size standard is 1000.

D. This Solicitation utilizes the Lowest Price Technically Acceptable (“LPTA”) Source Selection Process. It contains one (24-month)

Tier and one (12-month) Tier (hereafter individually referred to as “Tiers”) periods. The length of the contract is 36 months (3 years) including all tiers.

E. Any award resulting from this Solicitation will be an IQC that is fixed in price. The IQC will provide for an indefinite quantity, within stated limits, of specific supplies or services to be furnished during a fixed period, with deliveries to be scheduled by placing orders with the contractor (reference FAR 16.504(a)).

II. EFFECTIVE PERIOD OF CONTRACT

A. Any resulting contract from this Solicitation will not exceed 3 years commencing on the effective date of September 27, 2020.

III. TIERS

A. The 3-year contract period is divided into one (24-month) Tier and one (12-month) Tier period. Each Tier affords offerors an opportunity to provide different Unit Prices.

IV. ESTIMATED DOLLAR VALUE / GUARANTEED MINIMUM / MAXIMUM

A. The following chart includes the 24-month estimated dollar value for Tier 1, and the overall 3 year contract period, along with the

10% and 250% guaranteed minimum and contract maximum values, respectively. Though both figures are based on estimates, the guaranteed minimum and the contract maximum are both fixed firm dollar amounts, which are calculated as a percentage of

12 months of the Tier 1 and 3-year estimated dollar values, respectively.

B. NOTE: The guaranteed minimum, which is shown in the “10% Minimum” column below, constitutes the Agency's full legal obligation as to its ordering requirements. Once this obligation is met, there is no further ordering obligation on the part of the

Agency regardless of what tier period said obligation is met within.

The term “estimate” refers to the Agency's good faith estimate of the requirement for the specific tier periods stated.

The total minimum contract dollar value if all Groups are awarded together is $5,500.00.

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SPE300-20-R-0024

The maximum contract dollar value if all Groups are awarded together is $412,500.00.

V. CONTRACT START-UP PERIOD

A. After an award is made, the Contractor (also referred to as the Awardee) will be required to take steps to implement its new contract prior to initial ordering/delivery. This may include but is not limited to invoicing (STORES), sourcing new items, finalize delivery schedule per customer location, base access, etc. The timeline for the “start-up” period, as described above, is not included in the first 24-month Tier 1 period.

VI. ELECTRONIC ORDERING CATALOGS

An offeror that receives an award will be required to maintain electronic catalogs (STORES) that list all items available to the customers covered under this solicitation. Each item in the catalog shall contain the corresponding national or local stock number (as appropriate), Government item description, packaging characteristics, unit of issue, and unit price.

A. Catalog Maintenance

1. New Items

(a) If a customer seeks to order a Milk and/or Dairy item that is not a part of the catalog after the customers' ordering period commences (i.e. post “start-up” period), the Contractor will be afforded a maximum of 10 days to source the item and have the item added to the ordering catalog. The final step prior to the item being “live” on the catalog is for the Contracting Officer to determine the item's price “fair and reasonable.” Once this is complete, the item should remain a constant within the contractor's inventory, subject to availability issues.

When requesting all item approvals (including new additions and/or changes to an existing item, such as pack size, etc.) with the Contracting Officer, the Contractor shall use the “Request for New Item” Form (Attachment

2). This form is mandatory and without it, no new items or changes to existing items will be processed by the

Contracting Officer.

2. Catalog Pricing

(a) Schedule of Items Pricing: Items priced in the Schedule of Items (see Attachment 1) will be included in the ordering catalog following award. Schedule of Items will be determined fair and reasonable prior to award.

(b) Contractor-Requested Catalog Price Changes: Upon award, all items included in the Solicitation's Schedule of

Items that ultimately are included in the ordering catalogs have been deemed “fair and reasonable” from a pricing standpoint by the Contracting Officer.

(c) Contractor-Requested Catalog Additions: Before an item is added to the catalog, the Contractor is required to submit to the Contracting Officer the “Request for New Item” Form as previously addressed (see Attachment

2). Said request shall include the stock number, Government item description including the quality grade of the item (if applicable), proposed unit price with a corresponding supplier invoice or quote (quotes permitted in very limited circumstances as approved by the Contracting Officer; e.g. Contractor never purchased item before.

The Contracting Officer will review the catalog addition request and upon determining the price fair and

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SPE300-20-R-0024

Form (CONTINUED) reasonable will contact the Contractor to indicate acceptance. The item once accepted will be added by the

Contracting Officer to the catalog. Should the proposed price fail to be determined “fair and reasonable,” the

Contracting Officer will conduct negotiations with the Contractor. If, after negotiations, the proposed price still cannot be determined “fair and reasonable,” the item will not be added to the catalog.

(d) Pricing Requirements: The Contractor's catalog prices, as awarded, constitute the initial catalog prices. The prices shall remain in effect for all subsequent ordering periods except as otherwise adjusted in accordance with the EPA provision.

VII. ECONOMIC PRICE ADJUSTMENT (EPA) - ESTABLISHED MARKET PRICE - MILK

A. To the extent that contingent cost increases are provided for by this clause, the Contractor warrants that prices included in the contract do not include any amount to protect against such contingent cost increases.

B. This EPA clause applies to skim milk and butterfat fluid milk products classified as class I milk only (i.e., whole milk, fat-free milk, low fat milk, light milk, reduced fat milk, milk drinks, eggnog and cultured buttermilk, including any such beverage products that are flavored, cultured, modified with added nonfat milk solids, sterilized, concentrated, or reconstituted. As used in this paragraph, the term concentrated milk means milk that contains not less than 25.5 percent, and not more than 50 percent, total milk solids). Any package sizes other than gallons will be pro-rated based upon the price adjustment per gallon.

C. Class I milk, as described in this clause, is subject to the regulations of the United States Department of Agriculture under the

Federal milk marketing orders.

D. The economic indicator for the purpose of prospective adjustments to contract prices under this clause shall be the Class I price

[(base skim milk price for Class I times 0.965) plus (advanced butterfat pricing factor times 3.5)] in the announcement of advanced prices and pricing factors released by the U.S. Department of Agriculture, Agricultural Marketing Service, dairy programs. The announcement is released on the Friday before the 23rd of the month unless the 23rd of the month falls on a Friday in which case, Friday the 23rd will be the release date.

E. Price adjustments shall be based on the following:

(1) The "base price" for the purpose of the initial adjustment calculation under this clause shall be the current month price of the economic indicator in effect at (i) the closing date for proposals, if no discussions are held, or (ii) the due date for final proposal revisions, if discussions are held. The "base price" for each subsequent monthly adjustment calculation shall be the adjusting price from the previous month.

(2) The "adjusting price" shall be the monthly price of the economic indicator released following the month used to determine the

"base price".

F. For the purpose of price adjustments pursuant to this clause:

(1) Adjustments will be made in increments of $0.01 per gallon when and only when the change per gallon in either direction is equal to or greater than +/-$0.0100.

(2) Adjustments in excess of $0.0100 per gallon and in excess of $0.0050 for units other than a gallon (i.e., half gallon, quart, pint and half pint) will be rounded to two decimal places to accommodate systems requirements of the subsistence total order receipt electronic system (STORES), as follows:

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SPE300-20-R-0024

Form (CONTINUED)

$0.0050 to $0.0099 = $0.01

$0.0100 to $0.0149 = $0.01

$0.0150 to $0.0199 = $0.02

$0.0200 to $0.0249 = $0.02

$0.0250 to $0.0299 = $0.03, etc.

(3) One hundred weight (CWT) as used in the price of the economic indicator equates to 11.63 gallons of milk deliverable under this contract.

G. Promptly following release of the announcement of advanced prices and pricing factors applicable to the following month, the

Contracting Officer shall compute the adjustments, if any, to the current contract prices for the purpose of determining any revised prices applicable to orders for the next month in the manner detailed below:

(1) Compute adjusting price.

(2) Compute base price.

(3) Compute change from base price.

(4) Convert the price change to price per gallon.

(5) Compute price change for other units other than a gallon.

(6) Round price adjustment(s) from lines (4) and (5) to nearest $0.01 increment (see paragraph (F)(2) above).

(7) Compute adjusted contract unit price(s). The following sample price computation is an illustration using January as the base price and February as the adjusting price.

(a) Adjusting price

Base skim milk price for Class I $7.72 CWT X 0.965 $ 7.4498

Advanced butterfat pricing factor $0.9302 LB X 3.5 $ 3.2557

Class I Price $10.7055

(b) Base price base skim milk

Price for Class I $7.72 CWT X 0.965 $ 7.4498

Advanced butterfat pricing factor $0.9854 LB X 3.5 $ 3.4489

Class I Price $10.8987

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(c) Change from base price per CWT ($0.1932)

(d) Price change per gallon Line (3) divide by 11.63 gallons/cwt ($0.0166)

(e) Price change per half gallon ($0.0083)

Price change per quart ($0.0042)

Price change per pint ($0.0021)

Price change per half pint ($0.0010)

(f) Price adjustment per gallon ($0.02)

Price adjustment per half gallon ($0.01)

Price change per quart $0.00

Price change per pint $0.00

Price change per half pint $0.00

(g) Adjusted contract unit price

Item per gallon (current unit price - $0.02)

Item per half gallon (current unit price - $0.01)

Item per quart (No adjustment)

Item per pint (No adjustment)

Item per half pint (No adjustment)

H. Revised prices will become effective on the 1st Sunday of the next month and will remain in effect until the next price change occurs.

I. Price adjustments pursuant to this clause will not be made by separate contract modifications. Adjustments will be implemented by the government as follows, and these actions shall constitute a modification to the contract:

(1) The adjusted contract unit price(s) for the following month will be input in STORES,

(2) A facsimile transmission will be sent to Contractors who do not have electronic access, and

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Form (CONTINUED)

(3) The calculations used to derive the adjusted contract unit price(s) for the following month will be posted on the Internet.

J. The aggregate of the increases in any contract unit price under this clause shall not exceed 30% of the original contract unit price.

The original contract unit price is the price in effect on the date of award. If at any time during the term of the contract, a proposed economic price adjustment will exceed this ceiling, the Government reserves the right to raise this ceiling where changes in market conditions during the contract period support an increase. There is no percentage limitation on the amount of downward adjustments that may be made under this clause.

K. In the event publication of the economic indicator is discontinued or its method of calculation substantially altered so that it no longer reflects market prices, the parties shall mutually agree upon an appropriate substitute for price adjustment(s) under this clause.

(1) Any dispute arising under this clause is subject to the "disputes" clause of the contract.

VIII. BUY AMERICAN ACT

A. The Buy American Act, contained in Federal Acquisition Regulation (“FAR”) 52.225-1 and included in this solicitation, is applicable.

This regulation mandates that all food items, including milk and dairy items, provided under the instant solicitation and resulting contracts be produced and manufactured in the United States.

IX. ADDITION OF NEW CUSTOMERS

A. Adding Customers within the Contract's Geographic Distribution Region/Zone:

1. After contract award, there may be instances when new customers request support of their fresh milk and dairy requirements.

Additional DoD and/or Non-DoD federal government customers that request DLA Troop Support fresh milk and dairy support may be added to the contract without any new acquisition or competition process, if the customer(s) is/are within the geographic distribution region/zone covered by this contract.

2. The decision as to whether a potentially new customer is within the contract region or zone and, thus, will be added to the contract without further competition and at the existing contract prices, shall be the sole decision of the DLA Troop Support

Contracting Officer.

3. Pursuant to the above, the Contracting Officer will instruct the contractor to include the customer(s) at the effective contract prices applicable to that distribution zone/region.

B. Under no circumstance may the resulting contract's maximum dollar value be exceeded with the addition of any customer(s) and its respective milk and dairy requirements.

X. CUSTOMER SERVICE

A. The contractor(s) shall treat each of the customers covered under the contract as one of its best customers. Therefore, any treatment and/or customer service policy given to other essential accounts shall also be given to the customers covered under the resulted contract.

B. Troop and other customers conduct periodic food menu boards and similar meetings that the Contractor may be required to attend.

At these meetings, the customers typically review their internal business practices and may request that the Contractor show new

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products and/or provide nutritional information.

XI. ORDERING SYSTEMS

A. Subsistence Total Order & Receipt Electronic System (“STORES”): DoD customers will order using the STORES catalog as applicable.

1. Accessed via the Internet, STORES is the Government's translator/ordering system that is capable of accepting orders from any of the Services', i.e. Army, Air Force, Navy, or Marines, individual ordering systems and translating them into an

Electronic Data Interchange (“EDI”) format. In addition, this information is passed to DLA Troop Support for the purposes of contractor payment and customer billing.

2. Customers will be able to order all of their requirements through STORES. The system will transmit orders to the

Contractor and DLA-Troop Support.

3. The Contractor is required to interface with STORES and must be able to support the following EDI transactions:

810 Electronic Invoice

820 Payment Voucher Information

Note: A complete description of these transaction sets is included in the “EDI Implementation Guidelines” and can be found at http://www.dla.mil/TroopSupport/Subsistence/Doing-Business-with-Sub/STORES/, click STORES and EDI

Requirements.

4. The Contractor shall have access to the Internet and be able to send and receive electronic mail (email).

5. Unit prices must be formatted not more than two (2) places to the right of the decimal point in all ordering catalogs.

Standard rounding methods must be applied. For example, a price of $2.215 or higher must be rounded up to $2.22 and a price of $2.214 or lower must be rounded down to $2.21.

6. Contractors are required to utilize the Government's item descriptions on all invoices, delivery tickets to the customer, and

810 invoice.

7. The Contractor will utilize the DLA Troop Support invoice reconciliation process, or other such systems as may become available, to the maximum extent, towards the goal of correcting invoices early and facilitating the payment process.

8. In the event the STORES system or the Contractor's interface is not operational, the Contractor must provide alternate ways for the customer to order (e.g., by fax by phone, pick up orders, etc.)

9. Public Key Infrastructure (“PKI”)/ External Certificate Authorities (“ECA”) Certificates: The Department of Defense

(“DoD”) PKI Certificate will be required for all DoD users. A DoD PKI certificate will be required for all contractors. The requirement for PKI certificates is implemented in accordance with DoD security policy promoting secure electronic transactions.

(a) Obtaining a PKI certificate:

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(i) Contractors who do not work on-site at a Department of Defense facility may purchase a DoD PKI certificate from one of three External Certificate Authorities (“ECAs”). The ECAs are vendors who provide digital certificates to DoD's industry partners who are using their own equipment or working in non - Governmental facilities. Certificate prices range from $99 - $179 per certificate per year, with volume discounts at some

ECAs. A list of ECAs is available at the following web address: https://www.transactionservices.dla.mil/ daashome/pki_contacts.asp .

(ii) Each contractor must fully comply with the DoD requirement to implement PKI in order for our information systems to remain secure and viable.

XII. ORDER PLACEMENT and ADJUSTMENTS/CANCELLATION OF ORDERS

A. The minimum order requirement for any resultant contract is $25.00. This requirement shall be based on the aggregate total of orders for a specific delivery date to all customers located within a particular military base or delivery location.

B. Customers shall place orders via STORES to accommodate at a minimum a 2-day lead time, i.e “skip day” delivery. For example, an order placed on Monday, September 1st would have a required delivery date of Wednesday, September 3rd. Orders shall generally be sent by the customer no later than 10:00 a.m. to allow the vendor to receive order the same business day. However, a customer may decide to place an order with a longer lead-time for delivery, except as noted under the - “Holidays” subsection under the “Deliveries and Performance” section of this Solicitation.

C. Once submitted through the applicable electronic ordering system (STORES), an order may be cancelled by a customer up to 24 hours before scheduled delivery via written notification to the Contractor and the Contracting Officer. Within less than 24 hours from delivery, an order may be cancelled by mutual agreement between the customer and the Contractor. In the event of an act of God, such as extreme weather, the specific situation regarding a cancelled delivery will be dealt with in an equitable manner by the Contracting Officer, who has the ultimate authority and discretion to resolve said issues. (SKIP DAY)

D. Adjustments - For procedures discussing adjustments to order, refer to Attachment 4 (STORES manual).

XIII. ITEM AVAILABILITY

A. Contractors must have the ability to provide to the customers a range of milk and dairy items in sufficient quantities to fill all customer requirements and maintain the overall 97% contract fill rate. All supplies shall be delivered on a “fill or kill” per line item basis (i.e. If a Contractor cannot fill a line item, the line item dies). Therefore, item substitutions are not authorized.

B. Contractors shall notify the customer within 24 hours of required delivery date/time of the non-availability of any particular ordered item, whether in whole or in part. The customer may choose to replace the non-available item with another item from the contract catalog by placing a new, separate order for the item in STORES as applicable. Assuming the proper procedure is followed, this circumstance (i.e. replacement of a NIS item with a separate order for another catalog item) will not negatively impact a

Contractor's fill rate.

XIV. PACKAGING, PACKING, LABELING, AND MARKINGS

A. All packaging and packing shall be in accordance with good commercial practice. Labeling shall be in accordance with commercial

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Form (CONTINUED) labeling complying with the Federal Food, Drug and Cosmetic Act and regulations promulgated there under. Shipping containers shall comply with the National Motor Freight Classification and Uniform Freight Classification Code.

B. All items must be identified with readable dates (open code dates), coded dates.

C. Protection during inclement weather is required. All products that are susceptible and sensitive to temperature must be protected by any means to prevent damage.

XV. DELIVERY INSTRUCTIONS

A. Contractors shall ensure all products are delivered in sanitary trucks that are of a commercially acceptable standard. If applicable, all delivery trucks must be equipped with a lift gate to expedite the offloading of products. Trucks shall maintain proper temperatures in accordance with standard commercial practices. Deliveries shall be FOB Destination to all delivery points.

Delivery will be completed when the Contractor has unloaded the order(s) from the vehicle and placed them on the dock, and customer-receiving personnel has accepted the delivery ticket, in accordance with Section XVI below. All items will be delivered to customer locations free of damage and with all packaging and packing intact. See Attachment 3 Delivery Schedule.

B. Customers' delivery schedules (days and times), routes, and stop-off sequences will be coordinated and verified with the customers on a post-award basis by the Contractor immediately following award and on an annual basis as required. On average, each Troop customer receives one to three deliveries per week. However, these schedules may be revised as necessary on a case-by-case basis at the approval of the Contracting Officer.

C. Products for individual customers/dining facilities must be segregated. Many of the military bases have more than one delivery point. All products shall be segregated by drop-off point and loaded into the delivery vehicle in reverse drop sequence. The intent is to provide expeditious off-loading capability and delivery to the customers.

D. The Contractor shall ensure that the personnel loading and delivering the product provide professional, prompt, and efficient service to the customer. Failure to adhere to these standards will be reported to the Customer Representative and the

Contracting Officer by the affected customer(s) whereby appropriate corrective action will be coordinated with the Contractor.

XVI. INSPECTION AND ACCEPTANCE

A. Inspection and acceptance of products will be performed at destination. The inspection is normally limited to identity, count and condition; however, this may be expanded if deemed necessary by either the military, Veterinary Inspector, Dining Facility

Manager, Food Service Advisor/Officer, or the Contracting Officer. Delivery vehicles may be required to stop at a central location for inspection before proceeding to the assigned delivery point(s). In addition, the delivery vehicles will be inspected for cleanliness and condition. Supplies transported in vehicles that are unsanitary, or which are not equipped to maintain prescribed temperatures, may be rejected without further inspection. Failure to identify latent defects or similar issues at time of acceptance will not absolve the Contractor of its liability or preclude the customer from obtaining appropriate remedy upon the timely discover of said defects or issues after-the-fact. In this circumstance, the customer shall notify the Customer Representative who will coordinate with the Contracting Officer in seeking an appropriate resolution.

B. The authorized Government receiving official at each delivery point is responsible for inspecting and accepting products as they are delivered. The delivery ticket shall not be signed prior to the inspection of each product. All overages/shortages/returns are to be noted on the delivery ticket by the receiving official and truck driver. The authorized Government receiving official's signature and printed name on the delivery ticket is required for acceptance of the product. All signatures MUST be legible along with a printed name and title block. Failure to adhere to this requirement may result in disputes going against that party as its failure can

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severely limit the Contracting Officer's judgment.

C. Delivery Ticket and related information. No electronic invoice may be submitted for payment until acceptance is verified.

1. Troops: The Contractor shall provide three copies of the delivery ticket with the shipment. The first copy is provided to the receiving official (i.e. the customer) who will use the delivery ticket as the new receipt document. The second copy will be retained by the Contractor (or its agent) for invoicing and the final copy will be forwarded (either as the driver leaves the base or faxed/emailed with 24 hours of delivery) to the Fleet Logistics Center “FLC” or Fleet Industrial Supply

Center “FISC” located at the prospective Base.

XVII. AUTHORIZED RETURNS

A. The Contractor shall accept returns under the following conditions:

1. Products shipped in error.

2. Products damaged in shipment.

3. Products with concealed or latent damage.

4. Products that are recalled.

5. Products that do not meet shelf life requirements.

6. Products that do not meet the minimum quality requirements as defined for the items listed in the schedule.

7. Products delivered in unsanitary delivery vehicles.

8. Quantity excess as a result of catalog error by the Contractor.

9. Products that do not comply with FAR 52.225-1 - Buy American Act.

10. Any other condition not specified above that is deemed by the customer to be valid reasons for return, confirmed by the

Contracting Officer within his/her discretion.

XVIII. REJECTION/RETURN PROCEDURES

A. In the event an item is returned for any of the reasons cited in Section XII., the delivery ticket/invoice shall be annotated as to the item(s) rejected/returned. These items shall then be deducted from the delivery ticket/invoice. The invoice total must be adjusted to reflect the correct dollar value of the shipment. Replacements will be authorized based on the customer's needs. On an as-needed basis determined by customer need, same day re-delivery of items that were previously rejected shall be made, so that the customer's food service requirements do not go unfulfilled for that day. The re-delivered items will be delivered under a separate invoice utilizing the same call number, contract line item number, and purchase order number for the discrepant line.

These re-deliveries will not constitute an emergency order requirement.

B. In the event a product is rejected after initial delivery is made, the Contractor will pick up the rejected product or make other disposition arrangements deemed acceptable by the customer. Credit due to the ordering activity as a result of the rejected product being returned, will be handled through a receipts adjustment process in STORES. If the Contractor has already been paid for the product, a claim will be issued through DLA TROOP SUPPORT's financial system and the Contractor shall promptly pay the claimed amount. In all Items, one (1) copy of the credit memo is to be given to the customer and one (1) copy of the credit memo is to be sent to the DLA TROOP SUPPORT Contracting Officer.

C. It is a requirement of this solicitation that product shall be inspected upon receipt as promptly as practicable. However, failure to promptly inspect or accept supplies shall not relieve the contractor from responsibility, nor impose liability on any of the customers, for nonconforming supplies. See FAR clause 52.212-4, paragraph (o) and addendum to clause 52.212-4, paragraph 1.

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XIX. INVOICING

A. Each delivery will be accompanied by the Contractor's delivery ticket/invoice. The customer shall sign all copies of the invoice/ delivery ticket. Any changes must be made on the face of the delivery ticket/invoice; attachments are not acceptable. See

Section XVI, para. C.

B. No paper invoices shall be submitted to DFAS for payment. For all orders placed via STORES, invoicing for payment is to be filed electronically using EDI 810 (see http://www.dla.mil/TroopSupport/,Select supply chains: Select Subsistence, Select Information:

Select Stores & EDI Requests for EDI guidelines).

C. All invoices submitted by the Contractor must be “clean”, i.e. all debits and/or credits must be reflected on the invoice prior to its submission. The Contractor is required to ensure the accuracy of its invoices. The Reconciliation Tool in STORES Web provides the Contractor the ability to ensure said accuracy.

D. All internal debit/credit transactions must be completed prior to the submission of the invoice. Invoice lines that do not contain the correct invoice data and/or contain incorrect quantities delivered or prices charged will be rejected. The Contractor will be responsible for correction and re-submission.

E. The same invoice cannot be submitted with different dollar amounts.

F. Any manually keyed, or emergency, orders must contain the word “Emergency” in the Purchase Order field when the invoice is submitted for payment. In addition, the CALL number and contract line item number (CLIN) will be entered as “9999” on the invoice.