SPE300-20-R-0030 SF1449.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000092933

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE300-20-R-0030

5. SOLICITATION NUMBER

2020 SEP 25

6. SOLICITATION ISSUE

DATE

Jan Luo DJL0002

a. NAME

Phone: DSN444-3424

b. TELEPHONE NUMBER (No Collect calls)

2020 OCT 26

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

311991NAICS:

500SIZE 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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CONTINUED ON NEXT PAGE

SPE300-20-R-0030

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.

BLOCK 8 (Continued):

OFFER DUE DATE/ LOCAL TIME: 10/26/2020 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

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 4 OF 87 PAGES

SPE300-20-R-0030

Form (CONTINUED)

PHILADELPHIA, PA 19111-5092

Email is an acceptable form of transmission for submission of proposals. E-mailed submissions should be sent to:

Jan Luo, jan.luo@dla.mil; and

Anthony T. Hughes, Anthony.hughes@dla.mil

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.

(4) Facsimile is not an 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, facsimile may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revisions, including Final Proposal Revisions.

(5) Offerors submitting proposals using email are advised that DLA Troop Support systems have certain email size and transmission limitations. Proposals must be prepared accordingly. Individual email attachments should not exceed 5MB in size, and no individual email should exceed more than 10 MB per email (multiple email submissions may be necessary). When submitting multiple emails as a proposal submission, label each email with a number (e.g., 1 of 8), accordingly. After transmitting an email submission, offerors should confirm receipt of all emails with the intended recipients. It is an offeror's responsibility to ensure its entire proposal is received by the date and time specified in the

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SPE300-20-R-0030

solicitation; emails should be transmitted in sufficient time to ensure and confirm receipt by the Government.

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.

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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SPE300-20-R-0030

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.

CAUTION NOTICE

THE CONTENT AND STRUCTURE OF SOLICITATION SPE300-20-R-0030 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. In addition, we encourage all vendors who receive contract awards as a result of this solicitation to access the “Dynamic

Small Business Search” feature of SAM to identify potential suppliers and teaming partners for this initiative. You may go to the System of

Award Management at www.sam.gov and click on the “Dynamic Small Business Search” button. When making your procurement decisions we encourage one's consideration of local business as a means to nurture small business and local economies.

All contractors who receive awards as a result of this initiative are encouraged to utilize the SBA SUBNet database to assist them in further identifying additional small business sources of supply. Vendors may post notices of sources sought for teaming partners and subcontractors on future contracts. Small business can review this web site to identify opportunities in their area of expertise. You may access the SBA

PRONet database through the SBA Website at www.sba.gov.

Included in their proposal submission, offerors are required to substantiate Delivered Prices for all items in the Schedule of Items, with invoices / quotes for all groups offered on. See section XXXVIII, para. D, item 2, for more information.

http://www.sba.gov

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SPE300-20-R-0030

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

Many bases may require enrollment in a particular system for base security such as RapidGate, 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 RapidGate, DBIDS, or another security program is required for access to each location. If RapidGate, 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 RapidGate, DBIDS, and/or other security program enrollment and must ensure that a properly enrolled driver is available for all deliveries. We currently estimate that RapidGate 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 RapidGate, 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 RapidGate and DBIDS, including enrollment instructions, please visit their websites at www.rapidgate.com and http://dbids.dmdc.mil/DBIDS.

CHECKLIST - DID YOU REMEMBER TO ?????

http://www.rapidgate.com http://dbids.dmdc.mil/DBIDS

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[ ] 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 (“ORCA”) 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 for Excel Spreadsheet cell “D2” in Attachment 1 for Group 1: Schools and Reservations?

[ ] Submit Distribution Prices for Tier 1 Excel Spreadsheet cell “H7”, Tier 2 Excel Spreadsheet cell “M7” and in Tier 3 Excel Spreadsheet cell

“N7” Attachment 1 for Group 1:Group 1: Schools and Reservations?

[ ] 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 proof of a valid / current Perishable Agricultural Commodities Act (PACA) License?

[ ] Submit a valid USDA Good Agricultural Practices (“GAP”) and Good Handling Practices (“GHP”) or independent third-party certifying company audit inspection report(s) / certificate for each place of performance?

[ ] Submit required information concerning financial arrangements under which you receive money from your Suppliers. I.e. manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies)? Note: a negative response is required. For more information, see Section XXXVIII, para G.

[ ] Save solicitation, all attachments and any documents required for proposal submission to a CD to be included with proposal sent to the

Bid Room or submit said documents electronically the DLA Bid Board System (“DIBBS”)?

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

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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 a full-line of United States Department of Agriculture (“USDA”) Grade Number 1 or better quality fresh fruits and vegetables (“FF&V”) and Shell Eggs (if required) products to USDA (“School” and “Reservation”) customers in

Wyoming. Specific quality requirements per item are included in the Schedule of Items (Attachment 1). Failure to propose the specified quality requirement per item as identified in Attachment 1 may render an offeror's proposal technically unacceptable. If the item's description in Attachment 1 does not provide a specific quality grade, the minimum quality grade that is required to meet the terms of this Solicitation is USDA Grade Number 1.

A successful offeror(s) will be required to source, purchase, store, and deliver a variety of FF&V 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 FF&V 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 FF&V 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 FF&V items. In order to determine whether an offeror meets the technical requirement of being a current and functioning commercial FF&V distributor, the Contracting Officer will require an offeror to provide its current, valid Perishable Agricultural Commodities Act (“PACA”) license. In addition, the

Contracting Officer will require an offeror to submit a valid Good Agricultural Practices (“GAP”)/Good Handling Practices (“GHP”) or independent third-party certifying company audit inspection report(s) / certificate for each place of performance identified in the offeror's proposal. 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 FF&V. 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.

B. The aforementioned zone is comprised of (1) Group in the area described above. Group 1 consists of Non-DoD USDA School and

Reservation customers in Wyoming. The Agency intends to award one separate contract per Group. Offerors may submit a proposal for Group 1. 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 for each Group on which it offers. Failure to do so may result in its proposal being deemed technically unacceptable and therefore excluded from further consideration for award. Because the

Contracting Officer is not obligated to initiate negotiations, each offeror shall submit its most competitive proposal for each Group it has chosen to propose on. Said proposal shall be responsive to all of the Solicitation's requirements and free from any deficiencies.

C. This solicitation is being issued as an Unrestricted, acquisition under full and open competition procedures. NAICS is 311991 and size standard is 500.

D. This Solicitation utilizes the Lowest Price Technically Acceptable (“LPTA”) Source Selection Process. It contains three tier periods.

The length of the contract is 54 months (4.5 years) including all tiers. As part of this selection process, the Agency will incorporate a weighting factor in its evaluation. Said factor will only be applied for evaluation purposes to the Aggregate Distribution Price.

Please refer to the Addendum to FAR 52.212-2 contained in this Solicitation for additional information about how each offeror's price, and price components, will be evaluated.

E. Any award resulting from this Solicitation will be an IQC that is fixed in price subject to the applicable Economic Price Adjustment

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SPE300-20-R-0030

Form (CONTINUED)

(“EPA”) provision. For additional information regarding the EPA, refer to page 12 of the Solicitation. An 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 4.5 years commencing on the effective date of the contract.

B. Tier 1: February 5, 2021 - August 6, 2022

Tier 2: August 7, 2022 - February 4, 2023

Tier 3: February 5, 2023 - August 3,2024

III. TIERS

A. The 4.5 year contract period is divided into three (3) eighteen (18) month tier periods (hereafter individually referred to as “Tiers”).

Each Tier affords offerors an opportunity to provide different Distribution Prices, as defined in the EPA provision of the

Solicitation, per Tier. Each Distribution Price offered must be expressed as a dollar value (up to two decimal places) and NOT a percentage. If an offeror submits the latter, it will NOT be accepted. If an offeror fails to provide a Distribution Price for any of the

Tiers, the Contracting Officer will assume that it is the offeror's intention that no change in Distribution Price was meant after the most recent preceding tier period that included a Distribution Price. For instance, if an offeror proposes a Distribution Price for

Tier 1 of $3.00 and fails to propose anything for Tier 2, the Contracting Officer will interpret that omission as meaning that the

$3.00 Distribution Price pertains to both Tiers.

B. Although different distribution prices may be offered for each tiered period, the distribution prices will be firm-fixed and, thus, not subject to change during a tiered period. Contract deliveries may fall outside of the tier effective periods (e.g., an order placed during Tier 1 may be delivered during Tier 2). Prices will be based on the time an order is placed, not when an order is delivered.

For example, if an order is placed during Tier 1, but delivery is made during Tier 2, then the prices in effect for that order will be the Tier 1 prices.

IV. ESTIMATED DOLLAR VALUE / GUARANTEED MINIMUM / MAXIMUM

A. The following chart includes the 18-month estimated dollar value for Tier 1, and the overall 4.5 year period, along with the 10% and approximately 300% 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 18 months of the Tier 1 and 4.5-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.

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SPE300-20-R-0030

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 is $45,700.00

The maximum contract dollar value is $7,000,000.00

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. Within 15 days after the award is made, the Contractor shall submit a proposed implementation schedule to the Contracting Officer that details all of the necessary steps that are required to ensure proper contract performance. This may include but is not limited to catalog/ordering/invoice testing (STORES and/or FFAVORS), sourcing new items, finalize delivery schedule per customer location, etc. An additional 30 days will be granted for actual completion of the proposed schedule. No more than 90 calendar days after award, however, will be given to complete the schedule and have a fully functional distribution account in place for all customers covered under the contract(s). The timeline for the “start-up” period, as described above, is included in the first 18-month Tier 1 period.

VI. ELECTRONIC ORDERING CATALOGS

An offeror that receives an award will be required to maintain electronic catalogs that list all items available to the customers covered under this solicitation. These catalogs will be FFAVORS (for Schools and/or Tribal Organization contracts). 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) Prior to commencement of the first order, DLA Troop Support, its customers, and the Contractor will collaborate to identify items not found in the solicited Schedule of Items that will be required to be added to the ordering catalog. This effort is limited in its scope but necessary to update the catalog with items that were not required previously due to seasonality and other contingent circumstances unknown to the Contracting Officer at the time of solicitation. Neither a Contractor nor customers are permitted to add new items to the catalog without initiating a new item request to the Contracting Officer, which requires a separate fair and reasonable price analysis per item.

(b) If a customer seeks to order an FF&V 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 20 days to source the

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Form (CONTINUED) item, obtain a stock number from the Agency (in the event that one does not already exist), and add the item to the ordering catalog via an 832 catalog transaction. 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 limited seasonal and other 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.

(c) Upon receiving the award, it is expected that the Contractor assume the responsibility of introducing new produce items to the customers, as well as showing cost-effective alternatives to their current choices.

However, the requirements will ultimately be determined by the customer(s) and added to the ordering catalog by the Contracting Officer per the process outlined below.

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.

The final proposed price for each item in the Schedule of Items will be fixed as the catalog price during the first two weeks of customer ordering.

(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. No further analysis is necessary with regard to those prices until said prices are subject to change per a request by the Contractor under the terms of the EPA provision. In accordance with said provision, a Contractor is permitted to submit a bi-weekly adjustment request for any items found on the catalog when consistent with actual price changes of said items encountered by the

Contractor as reflected in the commercial market. When such a request occurs, the Contracting Officer is required to make an entirely new “fair and reasonable” determination of that item's new requested price. Prices are to be adjusted downward or upward, as appropriate, according to “last receipt” price, as defined under the

EPA terms of this solicitation. If the new requested price cannot be found “fair and reasonable” by the

Contracting Officer, the last approved price will remain effective for purposes of the ordering catalog and the

Contractor shall continue support of that item(s) for Agency customers the following two-week period and beyond until a new “fair and reasonable” price is approved. The Contracting Officer's failure to approve a

Contractor's request for a bi-weekly adjustment of a price will NOT result in the automatic removal of the corresponding item from the following ordering period's ordering catalog. In a circumstance where an item's price is “held over” from a prior two-week period, having not been adjusted due to the Contracting Officer's rejection of a subsequent bi-weekly price adjustment request (i.e. newly proposed price cannot be determined

“fair and reasonable”), it is expected that the terms of the EPA provision continue to be strictly adhered to. It is unacceptable, and a breach of said terms, if a Contractor uses a “held over” price to overcharge the

Government at a point when that price exceeds the item's true price as paid by the Contractor in its business, which reflects commercial market conditions for that item. Therefore, in the “held over” scenario as described above as well as all scenarios encountered during contract performance, price decreases are expected when and where applicable. Please note that the Contracting Officer has wide discretion in managing the above-described processes and resolving any resulting issues.

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Form (CONTINUED)

(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, 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 or stale prices due to seasonality), and previously agreed upon distribution price. The request is due by 9:00 A.M.

Eastern Time (ET) (standard or daylight as applicable) on the Monday prior to Wednesday's catalog updates. Please note that meeting this deadline does not guarantee that the item's price will be approved as “fair and reasonable” nor does it mean that the Contracting Officer will have been able to complete his/her review of the request prior to the time necessary to incorporate it into the following ordering period's ordering catalog. The Contracting Officer will review the catalog addition request and upon determining the price fair and reasonable will contact the Contractor to indicate acceptance. The

Contractor shall then include the item on the next scheduled Wednesday catalog update after the request is approved. 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. These prices are in effect during the first two ordering weeks (from Sunday at 12:00 AM (Eastern Time (ET), standard or daylight as applicable) through 11:59 PM on the Saturday of the second week following (i.e. the 14th day).

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”) - ACTUAL MATERIAL COSTS FOR SUBSISTENCE FRESH FRUITS & VEGETABLES

(“FF&V” or “Produce”) AND SHELL EGGS MODEL

A. Warranties. For any items covered by this EPA language, the Contractor warrants that:

1. Contract Unit Price and the components of the Contract Unit Price, i.e. Delivered Price and Distribution Price, shall not include allowances for any portion of the contingency covered by this language; and

2. Price adjustments requested during the performance of the contract shall be computed in accordance with the provisions of this language.

B. Definitions. As used throughout this language the term:

1. “Contract Unit Price” means the total price per unit of a particular item charged to the Government for a product delivered to customers under this contract. The Contract Unit Price consists of two separate and distinct components: 1) Delivered

Price, less Rebates/Discounts, and 2) Distribution Price. The unit price sum of these two components shall be rounded up or down to the nearest cent, to determine the Contract Unit Price.

2. “Delivered Price”

(i) “Delivered Price” means the commercial manufacturer, grower, or private label holder price per unit charged to the Contractor, inclusive of standard freight to the Contractor's facility/facilities, for the purchase of a representative quantity of the item as compared to orders under this contract. Delivered Price is the manufacturer, grower, or private label holder price that is input into the Contractor's purchasing system as the

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Form (CONTINUED) starting basis for its pricing to customers prior to applying or deducting any additional costs or expenses, such as distribution, overhead, profit, rebates/discounts, or other costs/expenses stemming from separate financial arrangements. Delivered Price shall be substantiated with an actual invoice paid by the Contractor. In limited circumstances, quotations may be used to substantiate a Delivered Price, but only with specific approval of the

Contacting Officer. The Delivered Price shall not include costs to be included in the Distribution Price.

(A) Redistributor Exception:

On a case by case basis, for a specific item or stock keeping unit (“SKU”), a contiguous United States

(CONUS) redistributor's most recent commercial price per unit, inclusive of standard freight to the

Contractor's facility/facilities to the Contractor of a representative quantity of product as compared to orders under the contract may be used to establish Delivered Price. A redistributor's commercial price may only be used to establish Delivered Price when the redistributor's price for the quantity ordered is equal to or lower than a manufacturer's, grower's, or private label holder's current market price for a representative quantity of product inclusive of rebates/discounts. The Contracting Officer must specifically approve the use of this exception. When seeking approval for the use of this exception, at a minimum, the Contractor must supply invoices from the redistributor. Quotes from the redistributor are unacceptable. Additional supporting documentation (e.g., published price list, manufacturer letter, or similar proof of price comparison) may be required. The determination of whether the supporting documentation offered is sufficient to establish a manufacturer's, grower's, or private label holder's current market price, as well as the decision to permit the use of this exception, rests solely with the

Contracting Officer.

3. “Distribution Price(s)” means the firm-fixed price portion of the Contract Unit Price, offered as a dollar amount per unit of issue, rounded up or down to the nearest cent. The Distribution Price component includes all costs associated with the

Contractor's performance that are not included in the Delivered Price, including, but not limited to: human resources, insurance, special packaging, overhead, profit, transportation from the Contractor's facility or other place of performance to the end customers, split-case fees, ancillary in-house processing fees, subcontractor costs, etc.

4. “Grower” means the business concern that raises produce for marketing.

5. “Manufacturer” mean the business concern that, with its own facilities, performs primary activities of processing or transforming agricultural products into the end item being acquired.

6. “Ordering Catalog” means the electronic listing of items and Contract unit prices available for ordering under this contract.

7. “Ordering Period” means from Sunday at 12:00 AM (Eastern Time (ET), standard or daylight as applicable) through

11:59 PM on the second Saturday following.(i.e. the 14th day).

8. “Private Label Holder” means:

(i) A manufacturer or grower with whom the Contractor holds an ownership and/or financial interest, or ownership and/or financial interest in a specific item(s) produced by a manufacturer or grower;

(ii) An entity holding an intellectual property interest, whether by ownership or license, in the label under which

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product is being sold in the commercial marketplace; or

(iii) An entity holding exclusive marketing and/or sales authority of a product, or one holding property rights in a proprietary product formula.

9. “Rebates/Discounts” means all rebates, discounts, product allowances, food show discounts, early payment discounts

(other than qualifying early payment discounts as may be defined elsewhere in this contract), and any other rebates, discounts, economic incentives, or similar financial arrangements available at the manufacturer, grower, private label holder, or redistributor level that ultimately reduces the Contractor's price paid for a product supplied under the contract.

In accordance with this language as well as other provisions of this contract, and subject to any applicable exceptions, all rebates/discounts shall be passed on to the Government via a reduced catalog price for the item to which the rebates/ discounts pertain (i.e. “off invoice”). Any rebates/discounts that cannot be applied as an up-front price reduction must be submitted to the Contracting Officer via check payable to the U.S. Treasury, with an attached itemized listing of all customer purchases by line item, including contract number, call number, purchase order number and contract line item number (“CLIN”).

10. “Redistributor” means an entity independent of the contractor that operates in the existing commercial marketplace and from which the contractor purchases product for purposes of consolidating quantities and/or obtaining lower delivered prices. Examples may include: brokers, dealers, distributors, and buying groups.

11. “Standard Freight” means the published list price or prevailing market rate for transportation of items ordered under this contract from the manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies) to the Contractor's facility/facilities. Standard Freight must be documented in an invoice; however, quotes may be an acceptable form of substantiation in limited circumstances and if authorized by the Contracting Officer. Standard freight may include certain ancillary costs associated with transportation which are consistent with commercial practice in the produce industry, including, but are not limited to, pallets, temperature recording devices, Tectrol, etc.

(i) In the event that the Contractor picks up its own product directly from a manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies) on an F.O.B Origin basis, or arranges for delivery transportation from a third party source other than the manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies), the standard freight cost shall be based on market tariffs/conditions and consistent with prevailing market rates. At no time shall that cost exceed the manufacturer's, grower's, private label holder's, or redistributor's, or such entity's carrier's freight price normally payable by the Contractor for inbound shipments of such products and quantities to the Contractor's facility(ies).

C. Price adjustments.

1. General.

(i) All Contract Unit Prices shall be fixed and remain unchanged until changed pursuant to this language or other applicable provision of the contract. Only the Delivered Price component of the Contract Unit Price is subject to adjustment under this section. After the first ordering period, if the Contractor's Delivered Price changes for any or all Contract Unit Prices, the Contract Unit Price shall be changed in the next period's ordering catalog upon the Contracting Officer's approval of the Contractor's request, which must be submitted in accordance with paragraph (iii) below, by the same dollar amount of the change in the Delivered Price, subject to the limitations in paragraphs C.2 and D, below. Any price changes approved by the Contracting Officer shall become effective

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Form (CONTINUED) at the beginning of the next ordering period. All ordering catalog unit prices computed in accordance with this section and in effect when an order is placed shall remain in effect for that order through delivery. DLA Troop

Support will be charged the Contract Unit Price in effect at the time the order is placed, regardless of any changes in the Contract Unit Price occurring before delivery or in any subsequent ordering period.

(ii) Delivered Prices included in the catalog shall equal the Contractor's last receipt price for the item as reflected in an invoice (or quote in limited circumstances) for a representative quantity compared to typical Government purchases. For the purpose of the contract catalog, the “last receipt price” means the price of the product charged on the most recent invoice at the time the price change is requested. For example, if by Wednesday (i.

e. the day price change requests are due to the Contracting Officer) the Contractor had recently received two invoices for the product in question, one on Monday and one on Tuesday, then the most recent invoice is the one from Tuesday (assuming it contains a representative quantity as described above). It is important to note that a Delivered Price must in almost all cases be justified using an invoice as described in this paragraph.

Use of a quote is only permitted in extremely limited circumstances, such as when an item has not been purchased before by the Contractor or the price of the item is stale due to seasonality and other similar issues.

Outside of those limited circumstances, which will be reviewed and approved by the Contracting Officer on a case-by-case basis, a Delivered Price will not be substantiated by using the price of an item that is the latest to arrive at the Contractor's facility but does not yet have an invoice to support it. Ultimately, the invoice (or quote in limited circumstances) justifying the Delivered Price request is subject to review by the Contracting Officer at the time the request is made.

(iii) Updates to the Delivered Price: All notices and requests for new item Delivered Prices and price changes shall be submitted bi-weekly, no later than 12:00 p.m. (Noon) Eastern Time on Wednesday to be effective in the following ordering period's ordering catalog. Invoices submitted to support price change requests shall also identify all rebates/discounts that will be subtracted from the requested delivered prices when calculating the revised contract unit prices that would go on the catalog. The Contractor shall notify the Contracting Officer of its notice/request in the form of an electronic data interchange (“EDI”) 832 transaction set when using STORES or an update to FFAVORS web. The change notice shall include the Contractor's adjustment in the Delivered

Price component of the applicable Contract Unit Price. Upon the Contracting Officer's acceptance of such EDI

832/FFAVORS Web price changes in accordance with paragraph (v) below, the price change transaction sets will post in the next ordering period's ordering catalog and each Contract Unit Price shall be changed by the same dollar amount of the change in the Delivered Price in the next ordering period's ordering catalog.

(iv) All price changes, and catalog contract prices, are subject to review by the Government. The Contracting Officer may, at any time, require the submission of supporting data to substantiate any requested price change or the requested continuation of the pre-existing price for any item, including prices applicable to prior ordering periods. Upon notice from the Contracting Officer that supporting data is required, the Contractor shall promptly furnish to the Government, all supporting data, including, but not limited to, invoices, quotes, price lists, documentation regarding rebates/discounts, and any other substantiating information from the Contractor and any and all of its suppliers in the supply chain, including the manufacturer, grower, private label holder, or redistributor.

(v) Price change requests that the Contracting Officer questions or finds to be inconsistent with the requirements of this provision shall not be posted until the Contracting Officer specifically authorizes the posting. If the

Contracting Officer does not notify the Contractor by 9:00 a.m. Eastern Time each Friday that a price or a price

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Form (CONTINUED) change request is being questioned or has been found to be erroneous, the price change(s) will post to the ordering catalog effective the beginning of the following ordering period. The posting of updated prices in the ordering catalog, calculated in accordance with this section, constitutes a modification to this contract. No further contract modification is required to effect this change. Any changes that post to the ordering catalog do not constitute a waiver of any of the rights delineated elsewhere in the Solicitation, any resulting contract(s), or otherwise by law or regulation.

(vi) Should the Contracting Officer determine that, or question whether, a price change request contained an erroneous Contract Unit Price or price change, or cannot otherwise determine the changed price(s) to be “fair and reasonable,” such as when the changed price(s) is(are) higher than delivered prices for items of comparable quality which are reasonably available to the Government or Contractor from other sources, the

Contracting Officer will so advise the Contractor, prior to 9:00 a.m. Eastern Time on Friday. If the Contracting

Officer cannot determine a price fair and reasonable, and the Contracting Officer and the Contractor cannot negotiate a fair and reasonable price, the Contracting Officer may reject any price change and direct, in writing, that the item in…