ATTACH_1.2 - Terms and Conditions - Amend 01.pdf

SOLICITATION NO. SPE303-20-Q-0050

ATTACHMENT 1.2

BLANKET PURCHASE AGREEMENT (BPA)

TERMS & CONDITIONS

Fresh Fruits & Vegetables (FF&V) for land based Southern Europe DoD

Customers & Navy Vessels arriving at Ports within Southern Europe

EFFECTIVE DATE: TBD

EXPIRATION DATE: TBD

INDEX:

SECTION I – SCHEDULE OF SUPPLIES AND/OR SERVICES

SECTION II – AUTHORITY TO PLACE CALL

SECTION III – ORDERING

SECTION IV – CATALOG MAINTENANCE

SECTION V – PERFORMANCE AND DELIVERY

SECTION VI – PRICING AND PAYMENT

SECTION I - SCHEDULE OF SUPPLIES AND/OR SERVICES

1. Description of the Agreement

a. DLA Troop Support of Europe and Africa intends to enter into two (2) single-award Blanket Purchase

Agreements (BPAs) with a contractor to supply a full line of the European equivalents to USDA No. 1 or better Fresh Fruit and Vegetable (FF&V) products to Department of Defense (DoD) customers and Navy Vessels arriving at ports located in Southern Europe (South of the Alps). Southern Europe includes the following countries divided by respective zones:

Southern Europe Zone 1 Southern Europe Zone 2

Portugal Croatia Spain Greece Southern France Romania Italy Kosovo Slovenia Bulgaria Turkey Macedonia

b. The Government intends to make one (1) award for each zone, but reserves the right to make more than one (1) award for each zone. Offerors are required to offer on all items in Attachment 1.4, Schedule of Items and Prices/Catalog, in the zone for which they are bidding; failure to do so may result in exclusion from award consideration. Offerors may bid on both zones but one contractor may not be awarded both zones.

c. Each awardee of the two zones awarded under this solicitation may be required to serve as the back-up contractor for the other contractor and their zone.

2. FF&V Requirements

a. The Vendor shall furnish FF&V as outlined in Attachment 1.4, Schedule of Items and Prices/Catalog, when requested by the Government from effective date through the date of expiration or cancellation, whichever occurs first. All FF&V delivered under this BPA shall comply with United Nations Economic Commission for Europe (UNECE) Fresh Fruit and Vegetables Standards located at https://www.unece.org/trade/agr/standard/fresh/ffv-standardse.html. All Bananas delivered under this BPA shall comply with UNECE Fresh Fruit and Vegetables Standards, as well as, CODEX STAN 205-1997, Amd. 1-2005, Attachment 1.6, Codex for Bananas.

b. All items delivered shall be produced, processed and prepared in accordance with the highest commercial standard practices, and shall conform to those products the contractor offers for resale in European or commercial outlets and/or for export. The contractor shall provide only the products as indicated in Attachment 1.4, Schedule of Items and Prices/Catalog, of this agreement or its modifications. Items may be added at the request of the customer and with the Contracting Officer’s approval.

c. To be considered for award a contractor must:

1) have an active SAM registration;

2) be able to obtain an AMPs and STORES account upon award; and

3) have an established catalog in STORES no later than 1 week after award

3. Blanket Purchase Agreement (BPA)

a. The contractor’s authorized official shall sign and date this agreement in block 30 a, b, and c of the

SF Form 1449 and forward electronically to:

Ms. Kacie L. Varner, Kacie.varner@dla.mil

b. The Contracting Officer will sign, date and return one (1) copy of the BPA to the contractor. This agreement does not become effective until signed by the Contracting Officer.

https://www.unece.org/trade/agr/standard/fresh/ffv-standardse.html mailto:Kacie.varner@dla.mil

SECTION II – AUTHORITY TO PLACE CALLS

1. Authorized Ordering Activities DLA Troop Support Europe & Africa, Contracting Officers and DLA Troop Support Europe & Africa, Subsistence Total Order and Receipt Electronic System (STORES) Ordering Officers are authorized to place calls for any items under this BPA.

2. Extent of Obligation The Government if obligated under this BPA only to the extent that authorized calls are actually placed.

Only those items specifically listed in this agreement are authorized for delivery. Only authorized personnel are authorized to order or accept products other than those listed in this Agreement.

Delivery of unauthorized products shall be at risk or and the sole responsibility of the supplier and may result in non-payment, as well as cancellation of this agreement.

3. Call Limitation DLA Troop Support Europe & Africa, Contracting Officers may place calls for any items under this BPA up to the Simplified Acquisition Threshold. An individual call placed by an authorized STORES Ordering Officer shall not exceed the current micro-purchase threshold without written approval of the Contracting Officer for any item under this BPA. If an order is placed in excess of the micro-purchase threshold the contractor must request approval from the Contracting Officer to fulfill the order prior to delivery.

4. Call Number All calls/orders placed against this BPA shall be placed through the STORES ordering system. Orders will indicate a Call Number, Contract Number and Purchase Order Number.

SECTION III – ORDERING

1. Ordering Procedures and Limitations

a. Ordering under this BPA shall be accomplished via the STORES RECON Tool ten (10) days prior to the required delivery date. List points of contact:

POC Orders:

Telephone:

E-mail:

Telephone/Cell:

POC Contract:

E-mail:

Telephone/Cell:

b. Changes to or cancellation or orders shall be placed 72 hours prior to the Required Delivery Date

(RDD).

c. The lead time for orders placed on Monday through Friday before 12:00 pm Central European Time

(CET) begins the date the order was placed. Orders placed after 12:00 pm CET shall count as orders placed on the next working day. Orders may be placed on Saturdays and/or Sundays but will be considered as orders placed on the following Monday.

d. At the time of receipt of an order from an authorized ordering activity, a STORES order/call number will be furnished by that activity. Order/call number must be placed on the Delivery Ticket/Invoices (DTIs) by the supplier.

e. Ordering activities shall place orders at least ten (10) working days prior to the RDD.

f. To facilitate the receipt and payment process, the information contained on the STORES Purchase

Order shall be mirrored on the DTI. The information may have to be hand-written on the DTI. The information must be correct and legible. Failure to include the order/call number on the delivery ticket/invoices will adversely impact the expeditious processing of payments.

2. Order Minimum The order minimum per DoD Installation is $250.00. The list of DoD Installations can be found at Attachment 1.3 of this BPA.

3. Right to Award Other Contracts and Orders The Government reserves the right to award contracts and orders to other companies for like supplies and/or services during the same performance period as this Blanket Purchase Agreement (BPA).

SECTION IV – CATALOG MAINTENANCE

1. Ordering Catalogs Offerors will be required to maintain electronic catalogs that list all items available to the customers covered under this solicitation. Each item in the catalog shall contain the corresponding national or local stock number, Government item description, packaging characteristics, unit of issue, and unit price.

2. Catalog Maintenance In accordance with the Economic Price Adjustment – Actual Material Costs for Subsistence Delivered Price Business Model, contractors may change prices in their STORES catalog. The submissions may be made once every two weeks and are to be made by Tuesday, to be in effect the following Sunday. All catalog changes to STORES must be submitted to DLA Troop Support Europe & Africa via an 832 Transaction in STORES. DLA Troop Support Europe & Africa will review all catalog updates to check for price and other changes; however, the accuracy of the contractor item catalogs is the responsibility of the contractor. If catalog updates are not submitted bi-weekly by Friday, changes to the existing catalog will not be allowed until approved by the Contracting Officer. Late catalog submissions shall require the vendor to hold their prices from the previous submission at the discretion of the Contracting Officer.

3. Economic Price Adjustment (EPA) Ceiling The EPA ceiling for this agreement is a price of 90% above the awarded price. A price exceeding the 90% ceiling would require approval by the Contracting Officer. The EPA ceiling is applicable to the material cost only, and does not apply to the distribution fee.

SECTION V – PERFORMANCE AND DELIVERY

1. Period of Performance This agreement shall remain in effect from the date specified on the performance period, until a long term solution is established or until cancelation of the agreement. The contractor will be notified of the cancelation of the agreement at least 30 days prior to ending.

2. Place of Performance All supplies and/or services required under this agreement shall be provided to the location specified in each individual call/STORES order.

3. Delivery Locations/Customers U.S. DoD authorized customers in Southern Europe (South of the Alps) include: Portugal, Spain, Italy, Romania, Slovenia, Bulgaria, Greece, Turkey, Albania, Macedonia, Serbia, Kosovo, Croatia, Cyprus, Montenegro, Malta, Moldova, Israel, France, and all U.S. Navy Ships activity within ports in these countries. See Attachment 1.3, Delivery Locations.

4. Additional Delivery Locations/Customers

a. The Government reserves the right to add DoD customers from the resultant BPA anywhere within the zone of Southern Europe (South of the Alps) based upon a mutually agreed upon implementation plan followed by a formal modification to the BPA, at no additional cost to the Government.

b. The Government reserves the right to unilaterally remove DoD customers from the resultant agreement by the issuance of a formal modification.

c. Any new country or republic that may be created out of the areas listed above (3. Delivery

Locations/Customers) over the life of this BPA are also required to be serviced.

5. Deliveries

a. All calls placed under this BPA shall be shipped complete or by mutual agreement of both parties.

b. All deliveries shall be made as indicated in the STORES RECON Tool order subject to the limitations outlined in this BPA.

c. Required Delivery Date (RDD) will be specified on each STORES order.

d. Order Value will be specified on each STORES call/order.

e. Delivery trucks shall not arrive outside of regular operating hours (0800 to 1700 hours, Monday through Friday) unless by prior agreement with local representatives. Deliveries will not be required on U.S. holidays and local holidays, unless prior agreement of both parties. Delivery may be required outside of the regular operating hours and will be coordinated as necessary with DLA Troop Support Europe & Africa office and the Receiving Official.

f. Installation passes or port authority access must be obtained, in coordination with local facilities personnel, prior to first delivery product, as required by installation/port policies or regulations.

g. Government personnel can reject, at the installation gate or port access area, shipments for which drives have inadequate identification to gain access.

h. Government personnel may “sign-in” vehicles at the installation gate on an infrequent, emergency basis, only.

i. Installation access requirements may vary; however, it is the sole responsibility of the vendor to research and otherwise comply with the same.

j. All deliveries shall be made in curbside fashion. If special machinery is required to unload deliveries, it is the sole responsibility of the vendor to ensure that machinery is included/available with the delivery.

k. All deliveries shall be palletized. Pallet return may not be allowable due to customer missions;

therefore, pallets will become property of the U.S. Government at time of delivery. Pallets or plastic shipping containers are included in the distribution price per pound (lb) of the products. If agreed to by the customer, the vendor may recover pallets at the customer’s convenience.

l. Material handling equipment shall be provided by the vendor with each delivery, if required by the customer. The vendor shall coordinate material handling equipment requirements with the customer prior to delivery.

6. Packaging and Marking

a. Cartons and/or boxes used for transportation shall be in such condition to protect the products against damage and deterioration, and will meet all carrier requirements to insure safe arrival at the destination.

b. Packaging and marking will be in accordance with the highest commercial standard practices, and will conform to those products the contractor offers for resale in European or commercial outlets and/or for export.

c. Multiple deliveries for one installation may be made via one (1) truck; however, all cartons/boxes/pallets must be marked and separated by Ship to DoDAAC.

d. Shipping containers (cartons/boxes) shall show the following outside markings:

1) Contractor’s Name and Address

2) BPA Number assigned

3) Net Weight of Shipping Container (must be in lbs and kgs)

4) Quantity

5) Item Nomenclature

6) Stock Number as assigned

7) Expiration Date, “Best By Date”

e. Individual packages shall show the following outside markings:

1) Item Nomenclature

2) Net Weight (must be in lbs and kgs)

3) Expiration Date

f. All marking shall be clear, legible, non-fading and durable.

g. Standard commercial markings for individual packages will be used to clearly mark and easily identify the nature of contents and the expiration date, “Best By Date”.

h. For supplies which are improperly marked, coded or packaged, the Contracting Officer or Receiving Officer shall have the option to reject such supplies under the provisions of the FAR 52.246-2, Inspection of Supplies-Fixed-Price of this BPA.

7. Test Samples U.S. Army Public Health Command (USAPHC) Food Inspection Personnel may take samples from delivered quantities at any time for the purpose of submission to the Commander, Vet Lab Europe, CMR 402, APO AE 09180. Testing will be performed IAW requirements of Army Regulation 40-657, Veterinary/Medical Food Inspection.

8. Licenses The supplier is responsible for obtaining any necessary export/import licenses including certificates for sanitation that may be required by the government of the country into which its supplies are being imported. The vendor is also responsible for complying with all applicable laws relating to production, handling, shipping and importing/exporting of the supplies purchased.

9. Acceptance/Rejection of Products

a. The Receiving Official is an authorized representative of the Contracting Officer, and as such will be responsible for inspection, acceptance, and rejection of the quantities delivered under this contract.

Inspection and acceptance of products will be performed at final destinations. However, all food deliveries are subject to military veterinary inspection and all delivery vehicles are subject to sanitary inspection at destination. The inspection is normally limited to identity, count and condition; however, this may be expanded if deemed necessary by either the military Veterinary Inspector, Dining Facility Manager, Food Service Advisor/Officer, or the Contracting Officer.

b. The Vendor’s delivery vehicles shall be equipped to maintain the appropriate temperatures and product segregation as necessary to deliver products at the proper temperature. Deliveries shall be made in clean, closed vehicles. When transporting food items, the vehicles shall be maintained in good sanitary condition to prevent contamination of the material. Delivery vehicles used to deliver items under this contract shall be subject to military veterinary inspection at destination. In addition, the delivery vehicles will be inspected for cleanliness and condition.

c. The authorized Receiving Official at each delivery point is responsible for inspecting and accepting products as they are delivered. The delivery ticket shall not be signed prior to the inspection of each product. All overages/shortages/returns are to be noted on the delivery ticket by the receiving official and truck driver. A signature on the delivery ticket denotes acceptance of the product.

d. Rejection of product may occur for the following reasons:

1) Nonconformance to sanitary and/or medical standards

2) Nonconformance to terms and conditions listed in this contract

e. All or part of delivered quantity may be rejected depending on the criticality of the

Nonconformance. Only the Contracting Officer has the authority to make decisions concerning noncritical nonconformance.

f. A price adjustment may be determined by the Contracting Officer, as consideration, for any or for all nonconforming products (i.e. zeroing out CLINs from an order).

g. The Government reserves the right to inspect and test all supplies (which include raw materials, intermediate assemblies and end products), plant facilities, machinery, equipment, and parts used in production, processing, handling, storage, transportation, or delivery of supplies under this contract to the extent practicable at all times and in any event prior to acceptance

h. All inspections by US Army Veterinary Service shall be conducted in accordance with 48 CFR Part

246, Army Regulation (AR) 40-657, AF 40-656, and any other rule, regulation, or standard food inspection policy applicable to the Subsistence Vendor’s operating within the geographic area as may be established from time to time by any Department of Defense entity. Any and all inspection determinations made by the US Army Veterinary Service shall be final.

10. Delivery of Deleted Items If deleted products are delivered after the effective deletion date, no payments will be made regardless of an order placed prior to this date. If the vendor wishes to substitute for a product that has been deleted, they must coordinate with the customer prior to delivery of the order. If the customer wishes to accept the substitution, the original order must be cancelled and a new order placed for the substituted item.

11. Subsistence Requirements All products offered will be produced, processed and prepared only in production plants listed in the Worldwide Directory of Sanitarily Approved Food Establishments for Armed Forces Procurement. Any change in product source will require approval from the USAPHC and a formal modification to the contract. See items that require listings (ex. mushrooms, bottled water, etc.) at http://phc.amedd.army.mil/TOPICS/FOODWATER/CA/Pages/DoDApprovedFoodSources.aspx

12. Security Measures/Force Protection

a. As vendors under a Government contract, quality control procedures must be heightened to ensure that products entering your facility are safe for public consumption. The following security guidance is provided:

1) Make sure all boxes, bags, etc. are intact and demonstrate no evidence of tampering

2) All incoming truck drivers should provide adequate identification upon request

3) Visitors should also be properly identified and access limited to appropriate areas.

4) Procedures for storing product should adequately control access to eliminate any possibility of product adulteration.

5) Review lighting and camera conditions at your facilities and consider whether fencing and locking devices are adequate.

6) Never leave open trucks unattended.

7) Ensure employee background checks are up to date.

8) Ensure delivery drivers have communication devices available in the event of an emergency and establish emergency phone numbers for them to use.

9) Share customer routes etc. on a need-to-know basis.

http://phc.amedd.army.mil/TOPICS/FOODWATER/CA/Pages/DoDApprovedFoodSources.aspx

10) Review overall organizational corporate security plans and consider whether private security firms are needed to assess or reduce risk.

b. Seals shall be used to designate loaded trailers. Security seals shall be properly applied on delivery vehicles and registered/logged in per delivery. Seals also must be reapplied upon completion of inspection at any installation checkpoint. Seal numbers will be recorded on the DTI, Attachment 1.5.

c. Any suspected adulteration or evidence of product tampering shall be reported immediately to the Contracting Officer.

SECTION VI – PRICING AND PAYMENT

1. Prices

a. The proposed prices for the items required under this BPA will be provided in Attachment 1.4 and included in the STORES ordering catalog following award.

b. The extended price for each products listed in Attachment 1.4 shall be inclusive of the product Price per Pound (lb) and the Distribution Price per lb.

1) Product Price per lb: the per pound price paid for the item by the offeror. The price must be sustained with an invoice if requested by the Contracting Officer.

2) Distribution Price per lb: the offeror’s price inclusive of all operating expenses, such as but not limited to: labor, personnel, transportation to destination with required vehicles, packing and pallets (shrink wrapped), any loading and unloading, and all fees/charges. The Distribution Price per lb will remain the same for all products in the catalog and will not change during the term of the BPA.

2. Price Changes and New Items

a. The Contracting Officer will conduct on-going price reasonableness determinations on all item price increases to Attachment 1.4.

b. The Contracting Officer will perform Fair & Reasonable determination on a bi-weekly basis after the new 832 is updated. If prices can’t be determined fair and reasonable, the vendor shall provide invoices from their sources upon request from the Contracting Officer or Contract Specialist. Item prices which cannot be determined fair and reasonable will, at the discretion of the Contracting Officer, be removed from the catalog.

c. At the discretion of the Contracting Officer or Contracting Specialist, invoices may be requested at any point in time to substantiate prices.

d. The unit weight shall be expressed in pounds (lbs) and the currency in USD.

e. Prices shall be effective at the date the order is placed. Example: an order placed on a Friday for delivery the following Monday, the price effective on that Friday, when the order was placed, shall be the invoice price.

3. Vendor Delivery Ticket/Invoice (DTI)

a. All shipments under this BPA shall be accompanied by a DTI, which shall contain the following information (see Attachment 1.5, Sample Delivery Ticket/Invoice Format):

1) Name of Supplier, Address, Phone Number

2) BPA Number and order/call number indicated on the STORES Purchase Order

3) Date of Purchase

4) Itemized list of supplies (Nomenclature) furnished

5) Item Number (National Stock Number)

6) Quantity Ordered

7) Quantity Delivered

8) Quantity Received

9) Unit Price and extended totals

10) Date of Delivery

11) Place of Delivery with DoDAAC Number

12) Signature of Vendors Representative (Delivery Driver) and Date

13) Signature of Receiving Official (U.S. Representative) and Date

14) Payment Terms

15) Customs Declaration Document Number, AE Form 302 (if applicable)

16) Any Receipt Discrepancies

17) Seal Numbers

b. The DTI shall consist of an original and one (1) copy that shall be given to the Receiving Official.

The original shall be attached to the invoice submitted for payment. The order/call number must be provided by the ordering activity when a delivery is requested in STORES.

c. Upon delivery, the Receiving Official will verify all information on the DTI against the requested and received supplies. All discrepancies with the order shall be resolved with the vendor. All receipt discrepancies shall be annotated on the DTI. All erasures or changes on the DTI shall be initialed by the Receiving Official.

d. The Receiving Official shall certify the DTI, date, and original signature.

e. The title and telephone number of the Receiving Official shall be typed, stamped or printed legibly underneath the original signature.

f. The Receiving Official shall process receiving/acceptance report electronically through STORES, if applicable.

4. Electronic Data Interface (EDI) Invoicing Procedures

a. The STORES/EBS Reconciliation (Recon) Tool web application is used to submit invoices electronically. The system can be found on the DLA Troop Support web page for subsistence at https://www.stores.dla.mil/stores_web

b. The vendor must submit their invoice in the STORES Recon Tool within 5 days from the delivery date. Customer receipts may take up to 30 days to submit. Vendors will not be paid until the receipt and matching invoice are reconciled.

c. Follow system instructions by registering to obtain a User ID and Password. Once registered, and access has been granted, the application will allow you to view customer receipts/orders. Vendors can review the receipt/order, and if in agreement, the invoice number can be inserted. This receipt/order information is available for eight (8) weeks. The system will be updated from the receipt files.

d. Invoices submitted will generate an EDI invoice which will automatically be transmitted to the DFAS payment office below.

e. Additional information or instructions on web invoicing can be requested from the DLA Troop Support Europe & Africa, Kaiserslautern Contracting Office.

https://www.stores.dla.mil/stores_web

5. Payment

a. Payment of invoices will be made by:

Defense Finance & Accounting Service – Columbus Center PO Box 182371

Columbus, OH 43218-2317 U.S.A

b. Payment will be made via Electronic Funds Transfer (EFT) as indicated by the vendor

c. Payments to awardee are to be made in Dollars or Euros at preference of awardee. Payment to be set up in Dollars or Euros prior to the beginning of contract performance.

d. Payment Terms: Net 30 days