Amendment SPE30025R00200001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO.

See Block 14

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

6. ISSUED BY CODE SPE300 7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

CODE FACILITY CODE

SPE30025R0020

X

2025 DEC 11

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of OffersX X is extended, is not extended.

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

12. ACCOUNTING AND APPROPRIATION DATA (If required)

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.

IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc. ) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A NAME AND TITLE OF SIGNER (Type or print)

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

16B. UNITED STATES OF AMERICA15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

(a) By completing Items 8 and 15, and returning

DLA TROOP SUPPORT

DIRECTORATE OF SUBSISTENCE

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5096

15C. DATE SIGNED 16C. DATE SIGNED

D. OTHER (Specify type of modification and authority)

01/07/2026

3. EFFECTIVE DATE

Opening/Closing Date Changed to:

2025 DEC 11 / 2026 JAN 16

TIME 8:00 PM

See Attached Continuation Sheet(s).

(X)

CHECK ONE

9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

13. THIS APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED:

CONTINUED ON NEXT PAGE

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SPE30025R0020 - 0001

The following clauses and provisions have been added to the Solicitation SPE300-25-R-0020 in the issuing of this Amendment effective January 7, 2025: The due date for all offers has also been extended.

The four (4) changes read as follows:

1)

Addendum to 52.212-1 The following paragraphs of 52.212-1 are amended as indicated below:

1. Paragraph (b), Submission of Offers.

b. Email is an acceptable form of transmission for submission of initial proposals or revisions to proposals submitted in response to this solicitation. E-mailed submissions should be sent to Jennifer DeLange, jennifer.

delange@dla.mil, and Amanda Quaile, amanda.quaile@dla.mil. Limit the file size of any individual email attachment to 5MB, and the total size of any email to 10MB. Multiple email submissions may be required. If 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.

c. 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.

2. Paragraph (c), Period for Acceptance of Offers, is revised as follows:

Period of acceptance is 180 days.

3. Paragraph (h), Multiple Awards, is revised to add the following:

The Government intends to make one (1) award, for each Group based on the technically acceptable offer with the lowest aggregate evaluated price. In the event that one offeror is the awardee for more than one Group, the award for more than one Group may be issued under a single contract. Offerors shall submit their best proposal for each Group independently due to the Government's right to make separate awards for Groups 1A and 1B. Offerors are required to offer on and properly substantiate pricing for all items in the Schedule of Items for each Group; failure to do so may result in exclusion from award consideration.

4. Paragraph (g), Contract Award, is revised as follows:

The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest, and waive informalities and minor irregularities in offers received.

PROPOSAL SUBMISSION INFORMATION

A. Pricing

1. An offeror's price proposal shall consist of prices submitted for each of the items found in the Schedule of Items (Attachment 1). The Schedule of Items is a grouping of items expected to be ordered by the customers along with the estimated quantities. The items found in the Schedule of Items represent 100% of the estimated dollar value for that particular Group. Offerors are required to submit their Contract Unit Price for each item, broken down into the corresponding Delivered Price and Distribution Price components. Pricing will be based on the following formula:

Contract Unit Price = (Delivered Price - Rebates/Discounts) + Distribution Price

See Economic Price Adjustment section of this solicitation for price component definitions.

2. Formatting of Prices: Prices shall be formatted to no more than two places to the right of the decimal point, for example, $2.50. In the event that the offeror submits a price that exceeds this limitation, the price will be rounded up or down using standard rounding methods. For example, a price of $2.215 or higher will be rounded up to $2.22 and a price of $2.214 or lower will be rounded down to $2.21.

3. Distribution Prices - Multiple Groups and Tiers:

a. Multiple Groups. The offeror is permitted to submit a separate Distribution Price for each Group. In this instance, “Group” refers to a distinct and separate set of customers that require produce support (i.e. Troops vs.

Schools). In the event that an offeror includes a Distribution Price for only one Group but through its proposal submission clearly indicates that it had intended to submit a proposal for multiple Groups covered by the Solicitation (i.e. submits pricing for all items contained in the Schedule of Items for all Groups), the Contracting Officer will interpret the offeror's omission of a separate Distribution Price for the other Group as its willingness to retain the same Distribution Price as the Group it was provided for and apply it to all Groups. Per this provision, this interpretation by the Contracting Officer is reasonable and acceptable by the offeror.

b. Tiers. Only one Distribution Price shall be offered for all items in each Tier. Offerors may propose a different Distribution Price per Tier. As described above in paragraph A.3.a., if an offeror fails to propose a Distribution Price for all of the Tiers, the Contracting Officer will utilize the last proposed Tier and apply it onward for each subsequent Tier. For instance, an offeror proposes a Distribution Price of $3.00 for Tier 1 and fails to provide any Distribution Price for Tier 2. The Contracting Officer will apply the $3.00 Distribution Price from Tier 1 to Tier 2.

This application is reasonable and acceptable by the offeror per the terms of this section.

B. Schedule of Items: Pricing

1. The Schedule of Items in Attachment 1 represents 100% of the estimated dollar value of this procurement. Offerors must submit pricing for all items in the Schedule of Items.

2. Estimated quantities for each tier (3 separate Tiers, consisting of one (1) 24-month time period, and two (2) 18-

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month time periods) are indicated next to each item and are for information and evaluation purposes only.

3. Offerors are to submit proposed prices in accordance with the definitions of the separate price components identified earlier in this Solicitation. The Delivered Prices proposed must reflect those prices that were paid by the offeror for the various items during the Sunday, August 24, 2025 through Saturday, September 20, 2025 timeframe. Upon request from the Contracting Officer, an offeror may be required to substantiate the aforementioned proposed Delivered Prices with a product invoice (quotes may be accepted in very limited circumstances per Contracting Officer discretion) and accompanying freight invoice. The offeror's proposed Contract Unit Prices must be in a format that identifies the Delivered Price, minus any applicable Rebates/Discounts, and the Distribution Price as separate entries, then totaled together as one lump sum (i.e. the Contract Unit Price). For example, if the Delivered Price is $20.00, the applicable Rebates/Discounts equal $0.25, and the Distribution Price is $3.00 an offeror's proposed Contract Unit Price for that item should be indicated as follows:

($20.00 - $0.25) + $ 3.00 = $ 22.75 (Prices used for illustrative purposes only)

(a) An offeror shall NOT submit only the Contract Unit Price. All three components, as demonstrated above, shall be provided for each item.

(b) Delivered Prices, applicable Rebates/Discounts, and Distribution Prices for all items are to be submitted according to the Government's Unit of Issue. There are NO exceptions to this requirement. Failure to do so may result in an offeror's proposal being deemed technically unacceptable and therefore eliminated from further consideration for award. Please note that all items listed in the Solicitation's Schedule of Items will ultimately become part of the Contractor's catalog.

(c) It is important to note that the Rebates/Discounts reported by an offeror during the proposal and subsequent evaluation stage will be relied upon by the Contracting Officer in demonstrating the favorable business relationships and resulting pricing terms that the offeror has with its suppliers. These favorable pricing terms, as well as any other terms represented in its proposal, should be available and utilized during the performance of the contract if the offeror is selected as the awardee. Therefore, it is required that the offeror be realistic and accurate in its reporting of said Rebates/Discounts. TO BE CLEAR: All offerors are on notice that the Contracting Officer expects each's proposal to accurately reflect the way in which that offeror intends to perform the contract if it is selected as the awardee. It is unacceptable to propose favorable terms that are inaccurate, false, or unrealistic for the purpose of misleading the Contracting Officer and tainting the evaluation process so that the offending offeror receives an award. Such behavior, when discovered, will result in immediate adverse action against the offeror or contractor as permitted by the terms of this Solicitation, applicable regulations, laws, or otherwise.

C. Distribution Prices

1. The offeror shall provide Distribution Prices for each Group (i.e. Troops vs. Schools/Tribal Reservations) and for each Tier, as discussed in paragraph A.3 of this section. Each Distribution Price shall reflect performance costs on a per-case basis. Each Group may have a different Distribution Price. Also, each Tier may have a different Distribution Price, but each Tier's Distribution Price shall apply to all items during the entire Tier period.

2. Unlike Delivered Prices (as discussed further below), Distribution Prices shall remain constant for the entirety of each individual contract Tier. As such, the Distribution Price for Tier 1 does not have to be equal to the Distribution Price for Tier 2. These prices can differ or remain the same as the Tier 1 price; but ultimately will remain constant for the duration of each Tier period.

D. Delivered Prices

1. The offeror is required to submit pricing on all items within the Schedule of Items. For evaluation purposes, an offeror's proposed prices on the Schedule of Items shall reflect the offeror's Delivered Prices, as previously defined, that were effective from Sunday, November 23, 2025 through Saturday, December 21, 2025.

2. As part of the evaluation process and requirement for proposal submission, the Government requires offerors to substantiate all of its proposed Delivered Prices with an invoice / quote from the manufacturer, grower, private label holder, or redistributor (collectively referred to as “Supplier”) along with the corresponding freight invoice. The line item number must be clearly marked on each invoice (product and freight) to identify the invoice's corresponding item. The preferred documentation is the manufacturer, grower, or private label holder invoice. If a particular line item was not stocked during that time period, a written quote from a manufacturer, grower or private label holder may be accepted. However, please note that anything other than an invoice, such as quotes, are the exception to the rule and may not be satisfactory to the Contracting Officer in substantiating an offeror's Delivered Price. If unsatisfactory to the Contracting Officer, said price will be unacceptable and treated as though the offeror didn't submit a price at all. This situation may result in the offeror's proposal being deemed technically unacceptable and removed from further consideration for award. If an offeror does not have an invoice, the offeror needs to explain why, e.g. not in season, do not carry, etc. As stated, the Government has a strong preference for invoices over market quotes or other documentation. All invoices, quotes, or other documentation must be from sources that the offeror currently uses or plans to use to support the resultant contract. All invoices (or quotes, when approved by the contracting officer) must be based on quantities that are representative of the quantities expected to be purchased under the contract. For example, an invoice for a quantity of 1 will not be accepted when the Government routinely purchases quantities well in excess of that amount. Conversely, an invoice (or quotes, when approved by the contracting officer) based upon a quantity significantly larger than expected to be purchased under the contract will not be accepted. Quotes shall not be used for the purpose of submitting a price lower than an existing invoice price within the offeror's possession for the particular time period required by the Solicitation. This type of gamesmanship (i.e. lowballing) threatens the integrity of the procurement process and runs afoul of the clear intention of this Solicitation. As such, it will not be tolerated. By submitting a quote, the offeror is certifying that it did not purchase, nor have in stock, the item for the time period being evaluated. Information that is later obtained by the Contracting Officer that casts doubt on the veracity of this certification will be handled as

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appropriate per the terms of this Solicitation, applicable regulations, laws, or otherwise. The Contracting Officer has the sole authority and ultimate discretion in addressing the above-identified situations and scenarios and ultimately deciding on what information is acceptable and substantiates an offeror's proposed Delivered Prices.

Any quote must be presented in the following manner:

(a) Detailed on Manufacturer, Grower, or Private Label Holder letterhead;

(b) Date price quote was supplied;

(c) Time period price quote is effective; to include expiration date;

(d) Quantity covered by price quote;

(e) Manufacturer, Grower, or Private Label Holder part number; and

(f) Manufacturer, Grower, or Private Label Holder's point of contact: including name, title, address, and phone numbers.

E. Contract Unit Prices

1. Prices must not extend more than two places to the right of the decimal point. Standard rounding methods must be observed. For example, a delivered price of $2.215 or higher must be rounded up to $2.22 and a price of $2.214 or lower must be rounded down to $2.21.

2. If an offeror carries a variety of brands for the same item, the price submitted shall be for the lowest priced, technically acceptable, item that meets the Government's minimum requirements.

3. All items procured under the resultant contract are subject to all contractual clauses and regulations, including, but not limited to, DFARS 252.225-7012, Preference for Certain Domestic Commodities, and the requirement that items be procured from a sanitarily approved source. All invoices and quotes must contain sufficient information to clearly reflect compliance with solicitation/contract terms and conditions.

4. Offerors are required to submit a spreadsheet containing the following information (Attachment 1):

(a) Government Item Number

(b) Stock Number

(c) Average Gov't Case Weight: Provided.

(d) Item Description: Government Item Description.

(e) Estimated Quantity: Quantity provided.

(f) Unit of Issue: Self-explanatory. Note: Unit of Issue must be the same as that identified in the Government's Schedule of Items.

(g) Delivered Price (DEP): The price you actually paid for the item minus any applicable Rebates/Discounts, as substantiated by a Manufacturer, Grower, or Private Label Holder invoice or quote. In limited circumstances as described above, this price may be substantiated by a Redistributor's invoice (Redistributor Exception). Conversely, under no circumstances will a quote be accepted from a Redistributor.

(h) Distribution Price (DIP): Your distribution price.

(i) Contract Unit Price: (Delivered Price - Rebates/Discounts) + Distribution Price.

(j) Total Delivered Price: (Delivered Price - Rebates/Discounts) * Estimated quantity.

(k) Total Distribution Price: Distribution price * Estimated quantity.

(l) Total Evaluated Price: Total Delivered Price + Total Distribution Price.

(m) Tier 2 Distribution Price:

(n) Tier 3 Distribution Price:

F. Instructions for Proposal Spreadsheet - Attachment 1

1. Please fill in the white boxes only for each Group. For Group 1A, Non-DoD School Customers-, fill in Delivered Price, including Freight, cells G7 to G70. For Group 1B, Non-DoD Indian Tribal Organization Customers (ITOs), fill in Delivered Price, including Freight, cells G7 to G38. The offeror may propose different Distribution Prices for each Group and for each Tier, but all items within each Tier shall have the same distribution price. The offeror must submit Tier period Distribution Prices by filling in cells H7 for Tier 1, M7 for Tier 2, and N7 for Tier 3 for Groups 1 and 2 in Attachment 1. The spreadsheet will automatically calculate your total evaluated price for each Tier. All prices must be rounded to two places to the right of the decimal point using standard rounding methods (see paragraph A.2. above). If an offeror does not submit Distribution Prices for the Tier periods, the offeror's proposal may be rejected as technically unacceptable. Distribution Prices by Tier are to be expressed in dollars and cents only. An offeror may elect to offer no change in the Distribution Prices over the life of the contract. If you are not changing tier period Distribution Prices, all offerors must fill in cell M7 for Tier 2 with the same distribution pricing as the “Tier 1 Price” column. Failure to do so will be read as the offeror's intention to have the most recent preceding Tier distribution price apply to the subsequent Tier periods. As a reminder, all offerors must submit ONE DISTRIBUTION PRICE per Tier that will apply to every item in a Group in the Schedule of Items. Multiple Distribution Prices within a Tier period will not be accepted.

2. When preparing the spreadsheet, totals must appear in the rows titled “TIER 1 EVALUATION”, “TIER 2 EVALUATION”, “TIER 3 EVALUATION”, and “TOTAL EVALUATION INCLUDING ALL TIERS”.

G. Financial Arrangements: As part of a proposal, an offeror must submit, on signed letterhead, a list identifying any and all financial arrangements under which the offeror:

(i) receives money from any of the offeror's suppliers, and

(ii) asserts that such money is not a rebate, discount, or other economic incentive that would be owed to the Government under the terms of this solicitation and the resulting contract.

The offeror must provide the name of each supplier with whom the contractor has such a financial arrangement(s), PAGE 5 OF 9 PAGES provide a brief description of each financial arrangement, provide written agreement, and explain why the offeror believes that each financial arrangement should not be considered a rebate, discount, or other incentive that would be owed to the Government under the terms of this solicitation and the resulting contract.

Note: A negative response is required.

H. Proposal Submission: Each offeror must submit:

(i) a signed copy of the solicitation (and amendments, if applicable),

(ii) all solicitation attachments (including Attachment 1 with proposed prices),

(iii) signed financial arrangement information,

(iv) a copy of a valid PACA License, and

(v) a valid GMP / GAP audit for each place of performance. Failure to do so may render an offeror's proposal technically unacceptable.

No hard copy is required when submitting a proposal through email or DIBBS.

For email submissions, offerors are reminded to limit the file size of any required documents being emailed, i.e., signed copy of the solicitation, amendments, completed Attachment 1, PACA license, financial arrangement letter, completed list of Places of Performance, valid USDA Good Agricultural Practices and Good Handling Practices or independent third-party certifying company audit inspection reports / certificates, invoices, etc. No individual document submitted should be greater that 5MB and no entire email should be larger 10 MB. Multiple emails are likely necessary. When submitting multiple emails as a proposal submission, label each email with a number (e.g., 1 of 8), accordingly. In addition, label each individual document according to submission requirement with which it corresponds.

52.212-2 -- Evaluation -- Commercial Items.

This provision is incorporated by reference.

Addendum to FAR 52.212-2

The following paragraphs of 52.212-2 are amended or added as indicated below:

(a) The Government will award a contract(s) resulting from this solicitation to the responsible offeror(s) whose offer

(s) conforming to the solicitation will be most advantageous to the Government, price and other factors considered.

Lowest Price Technically Acceptable (LPTA) source selection procedures will be used as the source selection method in this procurement. The following factors shall be used to evaluate offers:

1. Technical Acceptability - A technically acceptable offer is an offer that takes no exceptions to the terms and conditions in the solicitation and complies fully with all submission requirements, including submissions relating to the two subfactors listed below. A proposal that takes exception to solicitation terms and conditions or that fails to comply with all submission requirements may be deemed technically unacceptable and, thus, may be found ineligible, and removed from further consideration, for the award. By submitting a proposal with no exceptions, an offeror is confirming it possesses the necessary facilities, equipment, technical skills and capacity to successfully provide all items required by this solicitation. The following sub-factors will be evaluated and must be found acceptable for a proposal to be eligible for award:

A. Perishable Agricultural Commodities Act (PACA) License - The offeror shall possess and submit proof of a valid current PACA license.

B. Good Agricultural Practices (GAP) and Good Manufacturing Practices (GMP) Audit - The offeror shall submit a valid, current USDA GAP/GMP audit report / certificate covering a full range of fresh fruits and vegetables for each place of performance identified in the offeror's proposal. The audit report must demonstrate a passing score, and specifically passing in the following parts: General, Wholesale Distribution (6) and Preventive Food Defense (7). In lieu of a USDA GAP/GMP audit report / certificate, the offeror may submit an audit report / certificate conducted by a recognized private independent third-party certifying company certifying to an industry recognized food safety standard that exceeds all aspects of the USDA GAP/GMP audit report / certificate requirements. The audit report(s) must demonstrate that a passing score(s) was/were received. NOTE: Offerors relying on a non-USDA GAP/GMP audit report / certificate must agree to have a USDA GAP/GMP audit report / certificate for each place of performance by the start of contract performance.

2. Pricing - Pricing is required for all items found in the Schedule of Items (for each Group, if applicable) and for all tiers. Failure to offer pricing for all items and failing to properly substantiate all pricing for all tiers may result in a proposal being removed from consideration for award as technically unacceptable. The Government will perform an aggregate price analysis on all items found in the Schedule of Items (for each Group, if applicable). To determine an offeror's Evaluated Aggregate Price, the Weighted Aggregate Distribution Price will be added to the Aggregate Delivered Price. Please refer to paragraph (d) of this provision for further details regarding these price components. The award(s) will be made on the basis of the lowest Evaluated Aggregate Price (for each Group, if applicable) of proposals meeting or exceeding the acceptability standards for non-price factors. The Government reserves the right to remove item(s) from the Schedule of Items or do a common item comparison if offerors do not submit pricing for all items. Prior to award, the offered prices of the presumptive awardee(s) will be evaluated on an individual line-item basis to determine whether each price is fair and reasonable using analytical techniques deemed appropriate by the Contracting Officer in her/his complete discretion.

(b) Options are not included in this solicitation.

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), PAGE 6 OF 9 PAGES whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(d) Price Components:

1. Weighted Aggregate Distribution Price:

Aggregate Distribution Price is obtained by first multiplying the proposed distribution price for each item in the Schedule of Items by the item's estimated quantity to calculate the total distribution price for each item. Then, the total distribution prices of all items will be added together to determine the total distribution price for tier 1.

The total distribution price for each subsequent tier will also be calculated. The total distribution prices for all tiers will be added together to determine the Aggregate Distribution Price. The Aggregate Distribution Price is then multiplied by a weighting factor of 6 to arrive at the Weighted Aggregate Distribution Price. Note: the weighting factor is applied only to the overall Aggregate Distribution Price (not on a line item basis), and is to be used for evaluation purposes only. The Government's use of a weighting factor of 6 for distribution pricing is done in order to more accurately balance the significance of the pricing components and their respective impact on any subsequent contract(s) issued under this solicitation.

2. Aggregate Delivered Price:

The Aggregate Delivered Price is obtained by first multiplying the proposed delivered price of each item in the Schedule of Items by the item's estimated quantity to calculate the total delivered price for each item. Then, the total delivered prices of all items will be added together to determine the total delivered price for tier 1. The total delivered price for each subsequent tier will also be calculated. The total delivered prices for all tiers will be added together to determine the Aggregate Delivered Price.

3. Evaluated Aggregate Price:

The Evaluated Aggregate Price is obtained by adding the Weighted Aggregate Distribution Price and and Aggregate Delivered Price together.

4. For purposes of the Price Proposal Evaluation, Weighted Aggregate Distribution Price and Aggregate Delivered Price are considered equal. This equality is accounted for mathematically by applying a weighting factor of 6 (based on current Government data) to the Aggregate Distribution Price.

2)

52.212-4 Contract Terms and Conditions --Commercial Products and Commercial Services.

As prescribed in 12.301(b)(3), insert the following clause:

Contract Terms and Conditions --Commercial Products and Commercial Services (Nov 2023)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the 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 agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (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.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, 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.

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

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(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-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, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

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

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

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

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

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

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

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

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

(C) Affected 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 demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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b. destination.

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 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. 4701 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 order:

(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) [Reserved]

(u) Unauthorized Obligations.

(1) 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 appearing 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)(1) 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 System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause) Addendum to 52.212-4 - Contract Terms and Conditions - Commercial Items.

The following paragraph(s) of 52.212-4 are amended as indicated below:

1. Paragraph (a), Inspection/Acceptance, is revised to add the following:

“Inspection and acceptance of products will be performed at destination. The authorized Government receiving official for each customer is responsible for signing for and accepting products when they are delivered. The final disposition decision rests with the food service officer and/or the authorized Government receiving official.

2. Paragraph (c), Changes, is deleted in its entirety and replaced with the following:

(c) Changes.

(1) In addition to bilateral changes, the Contracting Officer, at his/her discretion, may unilaterally invoke any of the contingency options set forth in this contract.

(2) The Contracting Officer may at any time, by unilateral written order, make changes within the general scope of this contract in any one or more of the following:

CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 9 OF 9 PAGES

(i) Method of shipment or packing;

(ii) Place, manner, or time of delivery.

(3) If such change causes an increase or decrease in the cost of, or time required for, performance for any part of the work under this contract, the Contracting Officer shall make equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(4) The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(5) Failure to agree to any adjustment shall be a dispute under the Disputes Clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract.

3. Paragraph (m), Termination for Cause.

Delete paragraph (m) in its entirety and substitute the following:

(m) Termination for Cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If this contract is terminated in whole or in part for cause, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and the Government expressly agree that, in addition to any excess costs of repurchase, or any other damages resulting from such default, the Contractor shall pay, and the Government shall accept, the sum of $1350.00 as payment in full for the administrative costs of such repurchase. This assessment of damages for administrative costs shall apply for any termination for cause following which the Government repurchases the terminated supplies or services together with any incidental or consequential damages incurred because of the termination. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

3) The Solicitation closing date has been hereby extended to Friday, January 16th, 2026, 8:00 PM Eastern Standard Time.

4) All other terms and conditions of the Solicitation remain unchanged.