SPM300-08-R-0061 2 May 08 Final 5PM.pdf

SPM300-08-R-0061 Page 1 of 257

PRIME VENDOR KUWAIT/IRAQ/JORDAN

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

ACQUISITION FOR FULL LINE FOOD AND

NON-FOOD DISTRIBUTION FOR AUTHORIZED

CUSTOMERS IN THE MIDDLE EAST ZONES AS

IDENTIFIED HEREIN.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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 HEREIN.

(Attach Additional Sheets as Necessary)

9. ISSUED BY 10. THIS ACQUISITION ISCODE

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449 (EG) (10-95)

Prescribed by GSA FAR (48 CFR) 53.212

PAGE 1 OF1. REQUISITION NUMBER

PerFORM (DLA)

2. CONTRACT NO. 4. ORDER NUMBER 5. SOLICITATION NUMBER

SPM300-08-R-0061

6. SOLICITATION ISSUE

DATE

3. AWARD/EFFECTIVE

DATE

a. NAME

Linda L. Ford

b. TELEPHONE NUMBER (No collect calls)

(215) 737-7804

8. OFFER DUE DATE/

LOCAL TIME

DEFENSE SUPPLY CENTER PHILADELPHIA (DSCP)

DIRECTORATE OF SUBSISTENCE, BLDG #6

700 ROBBINS AVENUE

PHILADELPHIA PA 19111-5092

POC: Linda L. Ford/DSCP-FTAE/215-737-7804

15. DELIVER TO CODE

SEE SCHEDULE

UNRESTRICTED

SET ASIDE:

SMALL BUSINESS

SMALL DISADV. BUSINESS

8(A)

SIC:

SIZE STANDARD:

%FOR

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

N/A

14. THIS ACQUISITION IS

RFQ IFB RFP

12. DISCOUNT TERMS

16. ADMINISTERED BY CODE

SAME AS BLOCK 9

17a. CONTRACTOR/

OFFEROR

FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODECODE

TELEPHONE NO.

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

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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.

COPIES1 (ONE) 29. AWARD OF CONTRACT: REFERENCE

DATED . YOUR OFFER ON SOLICITATION (BLOCK

5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

OFFER

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

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

Linda L. Ford

30c. DATE SIGNED 31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE

CONTRACT, EXCEPT AS NOTED

32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE SIGNED

33. SHIP NUMBER

PARTIAL FINAL

34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE FINALPARTIAL

37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

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

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE SIGNED 42b. RECEIVED AT (Location)

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

02 May 08

30 JUN 08

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SF1449 - CONTINUATION SHEET

ADMIN DATA/DELIVERY SCHEDULE

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8 (continued):

OFFER DUE DATE/LOCAL TIME:

June 30, 2008, 4:00 P.M. PHILADELPHIA 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

DEFENSE SUPPLY CENTER PHILADELPHIA

POST OFFICE BOX 56667

PHILADELPHIA, PA 19111-6667

Deliver HANDCARRIED OFFER, including delivery by commercial carrier, to:

DEFENSE SUPPLY CENTER PHILADELPHIA

BUSINESS OPPORTUNITIES OFFICE

BLDG. 36, SECOND FLOOR

700 ROBBINS AVENUE

PHILADELPHIA, PA 19111-5092

All hand carried offers are to be delivered to the Business Opportunities Office between 8:00 AM and 5:00 PM, Monday through Friday, except for legal federal holidays as set forth in 5 USC 6103.

Offerors that respond to this solicitation using a commercial carrier service must ensure that the commercial carrier service “hand carries” the package to the Business Opportunities Office prior to the scheduled closing time.

Transmit facsimile revisions of offers to: 215-737-9300, 9301, 9302, OR 9303.

NOTE: FACSIMILE OFFERS ARE NOT ACCEPTABLE FOR INITIAL OFFER.

BLOCK 17A. (Continued):

OFFERORS: SPECIFY CAGE CODE:________________________________________

FAX NUMBER (S):___________________________________

E-MAIL ADDRESS:___________________________________

COMPANY POC:_____________________________________

PHONE #:___________________________________________

SPM300-08-R-0061 Page 3 of 257

BLOCK 17B. (CONTINUED)

REMITTANCE WILL BE MADE TO THE ADDRESS THAT THE VENDOR HAS LISTED IN THE

CENTRAL CONTRACT REGISTER (CCR).

Offeror’s assigned DUNS Number: _________________________

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, telephone numbers and facsimile (FAX) numbers for each authorized negotiator.

BLOCKS 19-24 (CONTINUED): SEE SCHEDULE OF ITEMS

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CAUTION NOTICE

NOTICE TO DLA SUPPLIERS

The Government reserves the right to cancel this solicitation. If this should occur, the Government will not be liable for any solicitation preparation costs that vendors may incur.

This solicitation involves support of customers who are currently within war zones. The zones to be supported under this solicitation have been designated as contingency operations in accordance with the definition at FAR 2.101.

Offerors are advised to consult with the U.S. Department of State (www.travel.state.gov) for the latest information on the political and security conditions in the solicited zones.

The Category/Distribution List and the Schedule of Items, Attachments 1 thru 5 will only be provided by DSCP upon request (e-mail request is preferred).

See below e-mail contact information. Cost or Price Proposals are required to be submitted using attachments 1 thru 5, which are in the Microsoft Excel Spreadsheet format. Offerors are required to submit the spreadsheet on CD as well as a printed hard copy. Any proposal which does not include a printed hard copy as well as a copy on CD may result in the rejection of the entire proposal.

DSCP Points of Contact:

Ginny.Barnwell@dla.mil

Timothy.Dlugokecki@dla.mil Linda.Ford@dla.mil

Note: Any firm that made a request for the draft solicitation SPM300- 08-R-0009 attachments 1 thru 6 should automatically receive the attachments 1 thru 5 for this solicitation SPM300-08-R-0061 within 24 hours of the issue date. If you do not receive attachments 1 thru 5 within 24 hours of the issue date, please submit a request as instructed above.

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****PRE-PROPOSAL CONFERENCE****

SOLICITATION NUMBER SPM300-08-R-0061

DEFENSE SUPPLY CENTER PHILADELPHIA WILL CONDUCT A PRE-PROPOSAL

CONFERENCE TO FURTHER CLARIFY AND DISCUSS THE REQUIREMENTS OF THIS

SOLICITATION. ATTENDANCE IS STRONGLY SUGGESTED.

IF YOU PLAN TO ATTEND, PLEASE SEND A FAX or E-MAIL WITH THE FOLLOWING

INFORMATION:

NAME OF FIRM

NAME AND TITLE OF REPRESENTATIVE ATTENDING

ADDRESS OF FIRM

PHONE AND FAX NUMBER

SIZE OF BUSINESS

ANY VENDOR WISHING TO SUBMIT QUESTIONS OR TOPICS TO BE ADDRESSED AT

THE CONFERENCE MAY DO SO, AS LONG AS THE QUESTIONS/TOPICS ARE

RECEIVED NO LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO THE DATE AND TIME

SPECIFIED FOR THE CONFERENCE.

THIS INFORMATION MAY BE FAXED TO TIM DLUGOKECKI AND LINDA FORD AT 215-737-

2161 OR SENT VIA EMAIL TO TIMOTHY.DLUGOKECKI@DLA.MIL AND

LINDA.FORD@DLA.MIL

CONFERENCE LOCATION: Philadelphia Hilton Airport, Independence Ballroom AB, 4509 Island Avenue, Philadelphia, PA 19153

CONFERENCE DATE: 14 May 2008

CONFERENCE TIME: 8:30 A.M.

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CAUTION NOTICE

???? DID YOU REMEMBER TO: ????

Number Reminder Check

1 Request attachments 1 thru 5 from the Contracting Officer, as indicated below and use the provided spreadsheets for submission of your pricing information?

2 Mark your calendar with the date scheduled for the Pre-proposal Conference at the Philadelphia Hilton Airport.

3 Fill in and sign SF1449 as required?

4 Sign and return any/all amendments?

5 Return one (1) completed copy of the solicitation?

6 Prepare and return 6 copies of the Technical Proposal and 2 copies of the Cost or Price Proposal?

Submit the Cost or Price Proposal on the formatted spreadsheets (attachments 1-5) in accordance with the instructions in the solicitation and submit hard copies as well as a copy on CD?

Submit manufacturer invoices or quotes for every item listed in the Schedule of Items? The invoice or quote that you submit must be dated within thirty days prior to the solicitation issue date. Refer to solicitation for actual requirements.

Submit a list of CONUS and OCONUS “Distribution Points” or “Places of Performance” that will directly support the proposed customers? Warehouses functioning as backups should be designated as such.

10 Check your math for accuracy on your Cost or Price Proposal?

11 Submit your best offer?

12 Submit a Subcontracting Plan if your firm is a large domestic business?

Please contact Contract Specialist Ginny Barnwell or Contracting Officers Timothy Dlugokecki or Linda Ford in order to receive an electronic copy of the category/distribution list and schedule of items, attachments 1 thru 5. The schedule of items format will be Microsoft Excel Spreadsheet. As stated in note 7 above, please provide a printed hard copy of the Price Proposal as well as a copy on CD in the provided format. Any proposal which does not include a printed hard copy as well as a copy on CD may result in the rejection of the entire proposal

Contract Specialist Contracting Officer Contracting Officer Ginny Barnwell Timothy Dlugokecki Linda L. Ford 215-737-2977 215-737-4671 215-737-7804 Ginny.Barnwell@dla.mil Timothy.Dlugokecki@dla.mil Linda.Ford@dla.mil

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TABLE OF CONTENTS

PAGE

CONTRACT CLAUSES

FAR 52.212-4 – Contract Terms and Conditions – Commercial Items Addendum to FAR 52.212-4

FAR 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisition of Commercial Items

DFARS 252.212-7001 – Contract Terms and Conditions Required to Implement Statutes or Executive orders Applicable to Defense Acquisition of Commercial Items

STATEMENT OF WORK

Supplies/Services and Prices Descriptions/Specifications Packaging and Marking Inspection and Acceptance Deliveries and Performance Contract Administration Data Special Contract Requirements

SOLICITATION PROVISIONS

FAR 52.212-1 – Instructions to Offerors – Commercial Items Addendum to FAR 52.212-1

FAR 52.212-2 – Evaluation – Commercial Items Addendum to FAR 52.212-2

FAR 52.212-3 – Offeror Representations and Certifications – Commercial Items Other Required Certifications Addendum to FAR 52.212-3

DFARS 252.212-7000 – Offeror Representations and Certifications

Commercial Items

LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

Attachment 1 – Category/Distribution List – Zone 1 Attachment 2 – Category/Distribution List – Zone 2 Attachment 3 – Schedule of Items – Zone 1 – Kuwait to Kuwait Attachment 4 – Schedule of Items – Zone 1 – Kuwait to Iraq and Turkey to Iraq Attachment 5 – Schedule of Items – Zone 2 – Jordan to Iraq Attachment 6 – NAPA Holders Listing Attachment 7 – STORES EDI Information & 810 Transaction Set Attachment 7a -- 832 Catalog (Vendor to DSCP)- Proposed Modifications to Common Food Management

System (CFMS) elements Attachment 8 – Sample Subcontracting Plan (Large Domestic Firms only)

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FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(FEB 2007)

(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. 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. 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.

(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 Government wide 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).

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 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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FAR 52.212-4 (continued)

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract 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-Central Contractor Registration; or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), 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 Office of Management and Budget (OMB) 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 immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

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(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.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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-

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58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections;

49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and Compliance with Laws Unique to Government Contracts 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 33; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

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ADDENDUM TO FAR 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 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 receiving official.

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

(c) Changes.

(1) 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 anytime, by unilateral written order, make changes within the general scope of this contract in any one or more of the following:

(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 (i), Payment, (2) Prompt Payment is revised to add the following:

For orders placed by customers in Iraq and valued under $500,000, fast pay procedures will apply. See FAR 52.213-1, Fast Payment Procedure, DLAD 52.213-9001, Application of Fast Payment to Part 12 Acquisitions, and DLAD 52.213-9009, Fast Payment Procedure, located elsewhere in this addendum. All other orders will be paid using Prompt Payment procedures.

4. 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

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Addendum to FAR 52.212-4 (continued)

4. Paragraph (m) Termination for Cause (continued)

$1155.00 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.

5. Paragraph (o), Warranty, is revised to add the following:

“In the event that a product recall is initiated by the Prime Vendor, supplier or manufacturer, the Prime Vendor should following the procedures as outlined below:

(1) Immediately notify the following personnel:

(i) Customers that have received the recalled product

(ii) DSCP Contracting Officer, Timothy Dlugokecki at 215-737-7320 (iii)DSCP Contracting Officer, Linda L. Ford at 215-737-7804

(iii) DSCP Account Manager, Joanie Hewes at 215-737-4470

(iv) DSCP Consumer Safety Officer at 215-737-3845

(2) Provide the following information to the DSCP Consumer Safety Officer:

(i) Reason for recall

(ii) Level of recall, i.e. Type I, II or III

(iii) Description of product, including specific manufacturer’s lot numbers

(iv) Amount of product

(v) List of customers that have received product

(vi) Name and phone number of responsible person (Recall Coordinator)

(3) The Prime Vendor should provide a Final Status Report of Recall, when completed, to the DSCP Consumer Safety Officer.”

6. Paragraph (t), Central Contractor Registration (CCR).

Add the following:

(5) Definitions.

“Central Contractor Registration (CCR) Database” means the primary Government repository for contractor information required for the conduct of business with the Government.

“Commercial and Government Entity (CAGE) Code” means—

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

(b) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code”.

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

“Data Universal Numbering System+4 (DUNS+4) Number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

“Registered in the CCR Database” means that—

(a) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 numbers, into the CCR database;

(b) The Contractor’s CAGE code is in the CCR database; and

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6. Paragraph (t) CCR (continued)

(c) The Government has validated all mandatory data fields and has marked the records “Active”.

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.dla.mil/j-3/j-336/icps.htm OR http://www.dla.mil/j-3/j-336/logisticspolicy/procurementlinks2.htm

FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (Apr 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

The following additional clauses are incorporated by REFERENCE:

CLAUSE NUMBER TITLE DATE

FAR 52.204-7 Central Contractor Registration JUL 2006 FAR 52.204-9 Personal Identity Verification of Contractor

Personnel

SEP 2007

FAR 52.208-9 Contractor Use of Mandatory Sources of Supplies or Services JUN 2006

FAR 52.211-5 Material Requirements AUG 2000

FAR 52.213-1 Fast Payment Procedures (Applies only to orders under $500,000 for Iraq) MAY 2006

FAR 52.219-16 Liquidated Damages – Subcontracting Plan JAN 1999 FAR 52.222-29 Notification of Visa Denial JUN 2003 FAR 52.229-6 Taxes-Foreign Fixed-Price Contracts JUN 2003

FAR 52.232-17 Interest JUNE 1996 FAR 52.242-13 Bankruptcy JULY 1995 FAR 52.242-15 Stop-Work Order AUG 1989 FAR 52.247-34 F.O.B. Destination NOV 1991

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FAR 52.252-6 (b) continued

FAR 52.251-1 Government Supply Sources APR 1984 DFARS 252.201-7000 Contracting Officer’s Representative DEC 1991 DFARS 252.204-7003 Control of Government Personnel Work

Product

APR 1992

DFARS 252.204-7004 Alternate A, Central Contractor Registration SEP 2007 DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country

DEC 2006

DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

APR 2003

DFARS 252.225-7005 Identification of Expenditures in the United States

JUN 2005

DFARS 252.225-7041 Correspondence in English JUN 1997 DFARS 252.225-7042 Authorization to Perform APR 2003 DFARS 252.229-7000 Invoices Exclusive of Taxes or Duties JUN 1997 DFARS 252.229-7001 Tax Relief JUN 1997 DFARS 252.232-7010 Levies on Contract Payments DEC 2006 DFARS 252.233-7001 Choice of Law (Overseas) JUN 1997 DLAD 52.211-9010 Shipping Documentation – MIL – STD –

129P

MAY 2006

DLAD 52.212-9001 Application of Fast Payment to Part 12 Acquisition (Applies only to orders under

$500,000 for Iraq)

AUG 2005

DLAD 52.213-9009 Fast Payment Procedure (Applies only to orders under $500,000 for Iraq)

AUG 2005

DLAD 52.247.9012 Requirements for treatment of wood packaging material (WPM)

FEB 2007

DLAD 252.251-7000 Ordering From Government Supply Sources NOV 2004 The following additional clauses are incorporated in full text:

FAR 52.209-6 – PROTECTING THE GOVERNMENTS INTEREST WHEN

SUBCONTRACTING WITH DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

(Sep 2006)

(a) The Government suspends or debars Contractors to protect the Government’s interests. The Contractor shall not enter into any subcontract in excess of $30,000 with a Contractor that is debarred, suspended, or proposed for debarment unless there is a compelling reason to do so.

(b) The Contractor shall require each proposed first-tier subcontractor, whose subcontract will exceed $30,000, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.

(c) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the Excluded Parties List System). The notice must include the following:

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FAR 52.209-6 (c) continued

(1) The name of the subcontractor.

(2) The Contractor’s knowledge of the reasons for the subcontractor being in the Excluded Parties List System.

(3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion in the Excluded Parties List System.

(4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government’s interests when dealing with such subcontractor in view of the specific basis for the party’s debarment, suspension, or proposed debarment.

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of first order through two (2) years thereafter.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

FAR 52.216-19 – ORDER LIMITATIONS.(Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than _$250.00 per order, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of ___N/A__________ [insert dollar figure or quantity];

(2) Any order for a combination of items in excess of __N/A_________ [insert dollar figure or quantity]; or

(3) A series of orders from the same ordering office within _____N/A_____ days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

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FAR 52.216-19 continued

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within __N/A___ days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 – INDEFINITE QUANTITY.(Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after ___180 days____ [insert date].

DFARS 252.225-7040 CONTRACTOR PERSONNEL AUTHORIZED TO ACCOMPANY U.S.

ARMED FORCES DEPLOYED OUTSIDE THE UNITED STATES. (MAR 2008)

(a) Definitions. As used in this clause—

“Combatant Commander” means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161.

“Designated operational area” means a geographic area designated by the combatant commander or subordinate joint force commander for the conduct or support of specified military operations.

“Subordinate joint force commander” means a sub-unified commander or joint task force commander.

SPM300-08-R-0061 Page 18 of 257

DFARS 252.225-7040 continued

(b) General.

(1) This clause applies when Contractor personnel are authorized to accompany U.S. Armed Forces deployed outside the United States in—

(i) Contingency operations;

(ii) Humanitarian or peacekeeping operations; or

(iii) Other military operations or military exercises, when designated by the Combatant Commander.

(2) Contract performance in support of U.S. Armed Forces deployed outside the United States may require work in dangerous or austere conditions. Except as otherwise provided in the contract, the Contractor accepts the risks associated with required contract performance in such operations.

(3) Contractor personnel are civilians accompanying the U.S. Armed Forces.

(i) Except as provided in paragraph (b)(3)(ii) of this clause, Contractor personnel are only authorized to use deadly force in self-defense.

(ii) Contractor personnel performing security functions are also authorized to use deadly force when such force reasonably appears necessary to execute their security mission to protect assets/persons, consistent with the terms and conditions contained in their contract or with their job description and terms of employment.

(iii) Unless immune from host nation jurisdiction by virtue of an international agreement or international law, inappropriate use of force by contractor personnel authorized to accompany the U.S. Armed Forces can subject such personnel to United States or host nation prosecution and civil liability (see paragraphs

(d) and (j)(3) of this clause).

(4) Service performed by Contractor personnel subject to this clause is not active duty or service under 38 U.S.C. 106 note.

(c) Support.

(1)(i) The Combatant Commander will develop a security plan for protection of Contractor personnel in locations where there is not sufficient or legitimate civil authority, when the Combatant Commander decides it is in the interests of the Government to provide security because—

(A) The Contractor cannot obtain effective security services;

(B) Effective security services are unavailable at a reasonable cost; or

(C) Threat conditions necessitate security through military means.

SPM300-08-R-0061 Page 19 of 257

(ii) The Contracting Officer shall include in the contract the level of protection to be provided to Contractor personnel.

(iii) In appropriate cases, the Combatant Commander may provide security through military means, commensurate with the level of security provided DoD civilians.

(2)(i) Generally, all Contractor personnel authorized to accompany the U.S. Armed Forces in the designated operational area are authorized to receive resuscitative care, stabilization, hospitalization at level III military treatment facilities, and assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur. Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis on return to duty or placement in the patient movement system.

(ii) When the Government provides medical treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.

(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.

(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the designated operational area under this contract.

(4) Contractor personnel must have a letter of authorization issued by the Contracting Officer in order to process through a deployment center or to travel to, from, or within the designated operational area. The letter of authorization also will identify any additional authorizations, privileges, or Government support that Contractor personnel are entitled to under this contract.

(d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel authorized to accompany U.S. Armed Forces deployed outside the United States as specified in paragraph (b)(1) of this clause are familiar with and comply with, all applicable—

(1) United States, host country, and third country national laws;

(2) Treaties and international agreements;

(3) United States regulations, directives, instructions, policies, and procedures; and

(4) Orders, directives, and instructions issued by the Combatant Commander, including those relating to force protection, security, health, safety, or relations and interaction with local nationals. However, only the Contracting Officer is authorized to modify the terms and conditions of the contract.

(e) Pre-deployment requirements.

(1) The Contractor shall ensure that the following requirements are met prior to deploying personnel in support of U.S. Armed Forces. Specific requirements for each category may be specified in the statement of work or elsewhere in the contract.

SPM300-08-R-0061 Page 20 of 257

(i) All required security and background checks are complete and acceptable.

(ii) All deploying personnel meet the minimum medical screening requirements and have received all required immunizations as specified in the contract. The Government will provide, at no cost to the Contractor, any theater-specific immunizations and/or medications not available to the general public.

(iii) Deploying personnel have all necessary passports, visas, and other documents required to enter and exit a designated operational area and have a Geneva Conventions identification card, or other appropriate DoD identity credential, from the deployment center. Any Common Access Card issued to deploying personnel shall contain the access permissions allowed by the letter of authorization issued in accordance with paragraph (c)(4) of this clause.

(iv) Special area, country, and theater clearance is obtained for personnel. Clearance requirements are in DoD Directive 4500.54, Official Temporary Duty Abroad, and DoD 4500.54-G, DoD Foreign Clearance Guide. Contractor personnel are considered non-DoD personnel traveling under DoD sponsorship.

(v) All personnel have received personal security training. At a minimum, the training shall—

(A) Cover safety and security issues facing employees overseas;

(B) Identify safety and security contingency planning activities; and

(C) Identify ways to utilize safety and security personnel and other resources appropriately.

(vi) All personnel have received isolated personnel training, if specified in the contract, in accordance with DoD Instruction 1300.23, Isolated Personnel Training for DoD Civilian and Contractors.

(2) The Contractor shall notify all personnel who are not a host country national, or who are not ordinarily resident in the host country, that—

(i) Such employees, and dependents residing with such employees, who engage in conduct outside the United States that would constitute an offense punishable by imprisonment for more than one year if the conduct had been engaged in within the special maritime and territorial jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of the United States in accordance with the Military Extraterritorial Jurisdiction Act of 2000 (18 U.S.C. 3621, et seq.);

(ii) Pursuant to the War Crimes Act (18 U.S.C. 2441), Federal criminal jurisdiction also extends to conduct that is determined to constitute a war crime when committed by a civilian national of the United States;

(iii) Other laws may provide for prosecution of U.S. nationals who commit offenses on the premises of U.S. diplomatic, consular, military or other U.S. Government missions outside the United States (18 U.S.C. 7(9)); and

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(iv) In time of declared war or a contingency operation, Contractor personnel authorized to accompany U.S. Armed Forces in the field are subject to the jurisdiction of the Uniform Code of Military Justice under 10 U.S.C. 802(a)(10).

(f) Processing and departure points. Deployed Contractor personnel shall—

(1) Process through the deployment center designated in the contract, or as otherwise directed by the Contracting Officer, prior to deploying. The deployment center will conduct deployment processing to ensure visibility and accountability of Contractor personnel and to ensure that all deployment requirements are met, including the requirements specified in paragraph (e)(1) of this clause;

(2) Use the point of departure and transportation mode directed by the Contracting Officer; and

(3) Process through a Joint Reception Center (JRC)…