1st_Modification_to_RFQP03151700017.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

RFQP03151700017 Page 1 of 34

1. REQUISITION NUMBER

8. OFFER DUE DATE / LOCAL

TIME

09/08/2017 14:00:00

2. CONTRACT NO.

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS

(15 CFR 700)

3. AWARD/EFFECTIVE 4. ORDER NUMBER

DATE

7. FOR SOLICITATION INFORMA

CALL

9. ISSUED BY CODE 10. THE ACQUISITION

(0) 662-716-1020 x5813 (F)

SET ASIDE: % FOR

Kirby Perryman

Federal Bureau of Prisons FCC Yazoo City

2225 HALEY BARBOUR PARKWAY

YAZOO CITY, MS 39194

D SMALLBUSINESS D WOMEN-OWNEDSMALLBUSINESS(WOSB)

ELIGIBLEUNDERTHEWOMEN-OWNED

D HUBZONESMALL SMALLBUSINESSPROGRAM NAICS 311511

BUSINESS D EDWOSB

D SERVICE-DISABLED SIZE STANDARD: 500

VETERAN-OWNED D Employees

SMALLBUSINESS 8(A)

11. DELIVERY

UNLESS BLOCK IS MARKED

PAYMENT WILL BE MADE BY

12. DISCOUNT TERMS

O SEE

SCHEDULE

NET 30 o

RFP

Federal Bureau of Prisons FCC Yazoo City

2225 HALEY BARBOUR PARKWAY

YAZOO CITY, MS 39194

. ADMINISTERED BY

L-------I Federal Bureau of Prisons FCC Yazoo City

2225 HALEY BARBOUR PARKWAY

YAZOO CITY, MS 39194

17a. CONTRACTOR/

OFFEROR

CODE CODE

Federal Bureau of Prisons FCC Yazoo City

2225 HALEY BARBOUR PARKWAY

YAZOO CITY, MS 39194

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATIACHED. ADDENDA

27b. CONTRACTIPURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATIACHED. ADDENDA

TELEPHONE NO.

D17b. CHECK IF REMITIANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

Delivery

DAIRY SUBSISTENCE

FY 2018 - 1st QUARTER October 2,2017- December 29, 2017

TIN __

DUNS, _

See Continuation Sheet(s) ( [;jl! Reverse and/or Attach Additional Sheets as Necessary )

25. AND APPROPRIATION DATA

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:

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

ARE NOT ATIACHED

ARE NOT ATIACHED

30a. SIGNATURE OF 31a. UNITED STATES OF AMERICA (SIGNATUREOF CONTRACTINGOFFICER)

(TYPEOR PRINT) 30e. DATE SIGNED 31b.

08/1612017

THE CONTRACTING OFFICER

Kirby Perryman

STANDARDFORM1449 (REV. 212012)

Prescribed by GSA - FAR (48 CFR) 53.212AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

31c. DATE SIGNED

RFQP03151700017 Page 2 of 34

19. 20. 21. 22. 23. 24.

ITEMNO. SCHEDULEOFSUPPLIESISERVICES QUANTITY UNIT UNITPRICE AMOUNT

32a. QUANTITYINCOLUMN21 HASBEEN

D RECEIVED D INSPECTED D ACCEPTED,AND CONFORMSTO THECONTRACT,EXCEPTAS NOTED: _

32b. SIGNATUREOFAUTHORIZEDGOVERNMENT 32c. DATE 32d. PRINTEDNAMEAND TITLEOFAUTHORIZEDGOVERNMENT

REPRESENTATIVE REPRESENTATIVE

32e. MAILINGADDRESSOFAUTHORIZEDGOVERNMENTREPRESENTATIVE 321.TELEPHONENUMBEROFAUTHORIZEDGOVERNMENT

REPRESENTATIVE

32g. E-MAILOFAUTHORIZEDGOVERNMENTREPRESENTATIVE

33. SHIP NUMBER 34.VOUCHERNUMBER 35.AMOUNTVERIFIED 36. PAYMENT 37.CHECKNUMBER

CORRECTFOR

DCOMPLETE DPARTIAL DFINAL

IPARTIALI IFINAL

38. SIR ACCOUNTNUMBER 39. SIR VOUCHERNUMBER 40. PAID BY

41a. I CERTIFYTHISACCOUNTIS CORRECTAND PROPERFORPAYMENT 42a. RECEIVEDBY (Print) 41b. SIGNATUREANDTITLEOF CERTIFYINGOFFICER 41c. DATE

42b. RECEIVEDAT (Location)

42c. DATEREC'D (YY/MMlDO) I42d. TOTALCONTAINERS

STANDARD FORM 1449 (REV. 212012) BACK

RFQP03151700017 Page 3 of 34

Table of Contents

Description Pa&:eNumber

Solicitation/Contract Form 1 Commodity or Services Schedule 4 Contract Clauses 10

52.211-16 Variation In Quantity (Apr 1984) 10 52.204-99 System for Award Management Registration (September 2012) (DEVIATION) 10 52.212-4 Contract Terms and Conditions--Commercialltems (May 2015) .

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercialltems (May 2015) .

52.232-25 Prompt Payment (Oct 2008) 12

52.232-99 PROVIDING ACCELERA TED PAYMENT TO SMALL BUSINESS

SUBCONTRACTORS(DEVIATION) (AUG 2012) 14

52.209-5 Representation Regarding Felony Conviction Under Any Federal Law or Unpaid Delinquent Tax Liability (Deviation 20 14-01)(November 2013) 15

List of Attachments 20 Solicitation Provisions 23

52.212-3 Offeror Representations and Certifications--Commercialltems (Mar 2015) ..

52.27-103-71 FAITH-BASED AND COMMUNITY-BASED ORGANIZATIONS (AUG 2005) 23

52.212-1 Instructions to Offerors - Commercial Items (Apr 2014) ..

52.204-16 Commercial and Government Entity Code Maintenance (JuI2015) 24

RFQP03151700017 Page 4 of 34

Section 2 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Cottage Cheese, Cultured or Acidified, Normal or Extended Shelf 280.000000 LB $ $ Life, Low Fat (2%1' Fat Free, or No Salt Added Low Fat Types, Unflavored, Smal or Lar~e Curd. (CID A-A-20154B, Group I or II, Subgroup A or B, Types ,4, or 5, Class (a), Style (i) or (ii). Note type and package size on bid.

··(FSA REQUEST 5 LB CONTAINERS)

··{FSA REQUESTS WEEKLY DELIVERIES}

··Note type and package size on bid

0002 Mar~arine, Bulk, All ve~etable. Maa/arine shall comply with all 5,880.000000 LB $ $ app icable Federal r~u ations inclu ln9Jhose contained in the Food and Drur Stan ard of Identi~ for argarine (21 CFR Part

166) and mus conform to USDA pecifications for

Vegetable Oil Margarine. Margarine shall be made from one or more of the following ve~etable oils; canola, safflower, sunflower, corn, soybean, or peanu oil. Margarine contains not less than 80% fat and not more than 2% salt.

(FSA REQUESTS 30 LB CASES, BULK)

0003 Cheese, Mozzarella, Low-moisture Mozzarella, Part-skim 4,200.000000 LB $ $ Mozzarella, Low-moisture Part-skim Mozzarella, and Lite Mozzarella. As specified in the USDA Quality Specifications for Mozzarella Cheeses. The Cheeses may be in Loaf, Sliced, Shredded, or Diced forms. Milk fat ranging from not less than 45% on dry basis to 10.8% depending on ty~e. Moisture content ranging from more than 45% to not more than 0% de~endin~ on type.

Each of the ingredients used in the food shall e dec ared on the label. Manufacturer's letters will NOT be accepted in lieu of labeling SSidder needs to indicate if cheese is Loaf/Block or Shredded oarse). Packaging: 5 Ib to 40 Ib sealed Bags or containers.

{FSA REQUESTS MOZZARELLA, 40 LB PER CASE}

0004 Margarine, Reddies, All Vegetable. 90 patties per Ib on ~aper chips, 288.000000 CS $ $ 12 IDs per case. Margarine shall comply with all applica Ie Federal regulallons including those contained in the Food and Drug Standard of Identity for Margarine (21 CFR Part 166) and must conform to USDA Speclflcations for ve~etable Oil Margarine.

Margarine shall be made from one or more 0 the following vegetable oils; canola, safflower, sunflower, corn, soybean, or flea nut oil. Margarine contains not less than 80% fat and not more han 2% salt.

{Food Services Administrator reRuests 1080 each per case}90 Batties per Ib on pa~er chips, 12 bs per case Ox 12 = 1080 eac per case.

0005 Cheese, Cheddar, U.S. Grade AA or A. "Cheddar cheese" is 1,400.000000 LB $ $ cheese made by the cheddaring process or by another procedure which produces a finished cheese having the same physical and chemical properties as the cheese produced b~ the cheddar process and is made from cow's milk with or without t e addition of coloring matter and with common salt, contains not more than 39 percent of moisture, and in the water-free substance, contains not less than 50tfrercent of milk fat and conforms to the provisions of s 19.500, "De initlons and Standards of Identity for Cheese and Cheese Products." Food and Dru~ Administration \21 CFR 19.500~ Manufacturer's letters will NO be accepted in ieu of labeling ( idder needs to indicate if cheese is Loaf/Block or Shredded Coarse). Packaging: 5 Ib to 40 Ib sealed Bags or containers.

··(FSA REQUEST 40 LB CASES)

0006 Kosher Milk, Fresh, Skim or Fat Free, Individual 8 Ounce Serving. 400,000.000000 LB $ $ Total amount may be adjusted to the next highest case count.

Must be process under Ultra High Temperatures (UHT). Certified Kosher

Delivery Schedule: Food Service staff will call in delivery requests for milk and/or dairy products weekly or as needed. Deliveries may

RFQP03151700017 Page 5 of 34 be made M-F, 7:30am-3:00p.m., excluding federal holidays. Food Service Staff may be contacted at 662-751-4800 ext 4115

RFQP03151700017 Page 6 of 34

Section 3 - Contract Clauses

52.212-4 Contract Terms and Conditions--Commercial Items (May 2015)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this con tract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Gov ernment may require repair or replacement ofnonconfonning supplies or reperfonnance ofnonconfonning services at no increase in contract price. If repair/replacement or reperfonnance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance ofnonconfonning supplies or services. The Government must exer cise 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.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result ofperfonnance 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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agree ment 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 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. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reason able 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, unusually severe weather, and delays of common carriers. 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.

(g) Invoice. (I) 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;

(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 oflading 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 con tract.

(x) Electronic funds transfer (EFT) banking information, RFQP03151700017 Page 7 of 34

(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-System for Award Management, or 52.232-34, Payment by Electronic Funds Trans fer-Other Than System for Award Management), 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, includ ing 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 41 U.S.c. 7109 , 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 de mand 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

RFQP03151700017 Page 8 of 34 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 ofa 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 Acquisi tion Regulation in effect on the date of this contract.

U) Risk 0/ 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.

(I) Termination/or 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/or 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. Ifit 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 ac ceptance, regardless of when or where the Government takes physical possession.

(0) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particu lar 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 regu lations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limita tions 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.c. 4712 and 10 U.S.c. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

RFQP03151700017 Page 9 of 34

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations 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) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM). (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 SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM 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 SAM 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 Of ficer. 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 ofa properly executed novation or change-of-name agreement, the SAM in formation that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect inform ation 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 SAM 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 SAM database. Information provided to the Contractor's SAM 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 SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations(l) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it ap pearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(l) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the

RFQP03151700017 Page 10 of 34

System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

A.1 ADDENDUM TO FAR 52.212-4, Contract Terms and Conditions--Commercial Items (May 2015)

The terms and conditions for the following clauses are hereby incorporated into this solicitation and resulting contract as an addendum to FAR clause 52.212-4.

Clauses By Full Text

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 con ditions ofloading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, ifany, specified in paragraph (b) of this clause.

(b) The permissible variation shall be limited to:

2. Percent increase

2. Percent decrease This increase or decrease shall apply to the total contract Quantity.* (End of clause)

* Contracting Officer shall insert in the blank the designation(s) to which the percentages apply, such as-

(1) The total contract quantity;

(2) Item 1 only;

(3) Each quantity specified in the delivery schedule;

(4) The total item quantity for each destination; or

(5) The total quantity of each item without regard to destination.

(End of clause)

52.204-99 System for Award Management Registration (September 2012) (DEVIATION)

(a) Definitions. As used in this clause- "Central Contractor Registration (CCR) database" means the retired primary Government repository for Contractor information re quired for the conduct of business with the Government.

"Commercial and Government Entity (CAGE) code" means-

(1) A code assigned by the Defense Logistics Agency (DLA) Logistics Information Service to identify a commercial or Government entity; or

(2) A code assigned by a member of the North Atlantic Treaty Organization that DLA records and maintains in the CAGE master file.

RFQP03151700017 Page 11 of 34

This type of code is known as an "NCAGE code."

"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-chatacter suffix that may be assigned by a business concern.

(D&B has no affiliation with this 4-character suffix.) This 4-chatacter suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.l1) for the same concern.

"Registered in the SAM database" means that-

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, as well as data re quired by the Federal Funding Accountability and Transparency Act of2006 (see Subpart 4.14) into the SAM database;

(2) The Contractors CAGE code is in the SAM database; and

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record "Active." The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process.

"System for Award Management (SAM)" means the primary Government repository for prospective federal awardee information and the centralized Government system for certain contracting, grants, and other assistance related processes. It includes-

(1) Data collected from prospective federal awardees required for the conduct of business with the Government;

(2) Prospective contractor submitted annual representations and certifications in accordance with FAR Subpart 4.l2; and (3} The list of all parties suspended, proposed for debarment, debarred, declared ineligible, or excluded or disqualified under the non procurement common rule by agencies, Government corporations, or by the Government Accountability Office.

(b) (1) The Contractor shall be registered in the SAM database prior to submitting an invoice and through final payment of any con tract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The SAM registration shall be for the same name and address identified on the contract, with its associated CAGE code and DUNS orDUNS+4.

(3) If indicated by the Government during performance, registration in an alternate system may be required in lieu of SAM.

(c) If the Contractor does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) A contractor may obtain a DUNS number-

(i) Via the internet at http://fedgov.dnb.com/webform or if the contractor does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local DUN and Bradstreet office. The contractor should indicate that it is a contractor for a U.S. Government contact when contacting the local DUM and Bradstreet office.

(2) The Contractor should be prepared to provide the following information:

(i) Company legal business name.

(ii) Trade style, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and Zip Code.

(iv) Company mailing address, city, state and Zip Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) Reserved.

(e) Processing time for registration in SAM, which normally takes five business days, should be taken into consideration when regis tering. Contractors who are not already registered should consider applying for registration at least two weeks prior to invoicing.

(f) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability result ing from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial regis tration, 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 SAM database to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g) (1) (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 Subpart 42.l2, the Contractor shall provide the responsible Contracting Officer sufficient documentation to support the legally changed name with a minimum of one business day's written notification of its intention to- {A) Change the name in the SAM database;

(B) Comply with the requirements of subpart 42.l2 of the FAR; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

(ii) If the Contractor fails to comply with the requirements of paragraph (g) (1) (i) of this clause, or fails to perform the agreement at paragraph (g) (1) (i) (C) of this clause, and, in the absence ofa properly executed novation or change-of-name agreement, the SAM in formation that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect inform ation within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause ofthis contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separ ately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those

RFQP03151700017 Page 12 of 34 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.

(h) Contractors may obtain information on registration and annual confirmation requirements via the SAM accessed through ht tps:/lwww.acguisition.gov or by calling 866-606-8220, or 334-206-7828 for international calls.

(End of Clause)

52.232-25 Prompt Payment (Oct 2008)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and condi tions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electron ic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

(a) Invoice payments-

(1) Due date.

(i) Except as indicated in paragraphs (a)(2) and (c) of this clause, the due date for making invoice payments by the designated payment office is the later of the following two events:

(A) The 30th day after the designated billing office receives a proper invoice from the Contractor (except as provided in paragraph (a)(l)(ii) of this clause).

(B) The 30th day after Government acceptance of supplies delivered or services performed. For a final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

(ii) If the designated billing office fails to annotate the invoice with the actual date of receipt at the time of receipt, the invoice pay ment due date is the 30th day after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(2) Certain food products and other payments.

(i) Due dates on Contractor invoices for meat, meat food products, or fish; perishable agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are -

(A) For meat or meat food products, as defined in section 2(a)(3) of the Packers and Stockyard Act of 1921 (7 U.S.c. 182(3», and as further defined in Pub. L. 98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7th day after product delivery.

(B) For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood Promotion Act of 1986 (16 U.S.C. 4003(3», as close as possible to, but not later than, the 7th day after product delivery.

(C) For perishable agricultural commodities, as defined in section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.c. 499a( 4», as close as possible to, but not later than, the 10th day after product delivery, unless another date is specified in the contract.

(D) For dairy products, as defined in section 111(e) of the Dairy Production Stabilization Act of 1983 (7 U.S.C. 4502(e», edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 1Othday after the date on which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayon naise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refriger ated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be fol lowed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

(ii) If the contract does not require submission of an invoice for payment (e.g., periodic lease payments), the due date will be as spe cified in the contract.

(3) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(3)(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish;

RFQP03151700017 Page 13 of 34

5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. The Government will take into account untimely notification when computing any in terest penalty owed the Contractor.

(i) Name and address of the Contractor.

(ii) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of the mailing or transmis sion.)

(iii) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number).

(iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v) Shipping and payment terms (e.g., shipment number and date of shipment, discount for prompt payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper no tice of assignment).

(vii) Name (where practicable), title, phone number, and mailing address of person to notify in the event ofa defective invoice.

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

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

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

(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 (e.g., 52.232-38, Submission of Electronic Funds Transfer Information with Offer), 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 applic able agency procedures.

(x) Any other information or documentation required by the contract (e.g., evidence of shipment).

(4) Interest penalty. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if ap plicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

(i) The designated billing office received a proper invoice.

(ii) The Government processed a receiving report or other Government documentation authorizing payment, and there was no dis agreement over quantity, quality, or Contractor compliance with any contract term or condition.

(iii) In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

(5) Computing penalty amount. The Government will compute the interest penalty in accordance with the Office of Management and Budget prompt payment regulations at 5 CFR Part 1315.

(i) For the sole purpose of computing an interest penalty that might be due the Contractor, Government acceptance is deemed to occur constructively on the 7th day (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the ser vices in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to ful filling their responsibilities.

(ii) The prompt payment regulations at 5 CFR 1315.10(c) do not require the Government to pay interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract com-

RFQP03151700017 Page 14 of 34 pliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Con tractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

(6) Discounts/or prompt payment. The designated payment office will pay an interest penalty automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at 5 CFR Part 1315.

(7) Additional interest penalty.

(i) The designated payment office will pay a penalty amount, calculated in accordance with the prompt payment regulations at 5 CFR Part 1315 in addition to the interest penalty amount only if -

(A) The Government owes an interest penalty of$1 or more;

(B) The designated payment office does not pay the interest penalty within 10 days after the date the invoice amount is paid; and

(C) The Contractor makes a written demand to the designated payment office for additional penalty payment, in accordance with para graph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii)(A) The Contractor shall support written demands for additional penalty payments with the following data. The Government will not request any additional data. The Contractor shall -

(1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment in terest penalty and such additional penalty as may be required;

(2) Attach a copy of the invoice on which the unpaid late payment interest is due; and

(3) State that payment of the principal has been received, including the date of receipt.

(B) If there is no postmark or the postmark is illegible -

(1) The designated payment office that receives the demand will annotate it with the date of receipt, provided the demand is received on or before the 40th day after payment was made; or

(2) If the designated payment office fails to make the required annotation, the Government will determine the demand's validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made.

(iii) The additional penalty does not apply to payments regulated by other Government regulations (e.g.,payments under utility con tracts subject to tariffs and regulation).

(b) Contract financing payment. If this contract provides for contract financing, the Government will make contract financing pay ments in accordance with the applicable contract financing clause.

(c) Fast payment procedure due dates. If this contract contains the clause at 52.213-1, Fast Payment Procedure, payments will be made within 15 days after the date of receipt of the invoice.

(d) 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 -

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

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

(ii) Affected contract number and delivery order number if applicable;

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

(iv) Contractor point of contact.

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

(End of clause)

RFQP03151700017 Page 15 of 34

52.232-99 PROVIDING ACCELERA TED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS(DEVIA nON) (AUG 2012)

(a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small busi ness subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor.

(b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns.

(c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(End of Clause)

52.209-5 Representation Regarding Felony Conviction Under Any Federal Law or Unpaid Delinquent Tax Liability (Deviation 20 14-01)(November 2013)

[EMPTY CLAUSE TEXT]

[END OF ADDENDUM TO FAR 52.212-4]

52.212-5 Contract Terms and Conditions Re8uired to Implement Statutes or Executive Orders--Commercial Items (May 2 15)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this con tract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note».

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incor porated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.c. 3509».

_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of2009.)

_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JuI2013) (Pub. L. 109-282) (31 U.S.C.

6101 note).

_ (5) [Reserved].

_ (6) 52.204-14, Service Contract Reporting Requirements (Jan…