SPM300-13-R-0023.pdf

1 . F E O U I S I T I O N N U M B E R

5. SOLICITATION NUMBER

sPM300-13-R-0023

. NAME

Neil-Michael Chiaradio

b. TELEPHONE NUMBER lNo collect calls)

215-737-8545

12 . D ISCOUNT TERMS

1 3 a , T H I S C O N T R A C T l S A

RATED ORDER UNDER

D P A S ( 1 5 C F R 7 o o )

20.

SCHEDULE OF SUPPLIES/SERVICES

ACQUISITION FOR FULL LINE FOOD

DISTRIBUTION FOR AUTHORIZED CUSTOMERS

IN GUAM

lUse Reverse and/or Attach

3 O c . D A T E S I G N E D 31b. NAIVIE OF CONTRACTING OFFICER (Type or p r in t )

Dennis Strolle

SOLICITATION

OFFEROR TO COMPLETE BLOCKS 12, 17 ,23 ,

2. CONTRACT NO

7. FOR SOLICITATION

INFORMATION CALL:

9. ISSUED BY

DLA TROOP SUPPORT

DIRECTORATE OF SUBSISTENCE,

7OO ROBBINS AVE

PHILADELPHIA, PA 19111

1 1 . DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

f1.., .., 1 5 . D E L I V E R T O

SEE SCHEDULE

O F F E R O R

TELEPHONE NO

IAL

24, &

I O . T H I S A C O U I S I T O N I S

Eur*rrr*,.rro o, NAlcs:3 7] -999 S I Z E S T A N D A R D , 5 0 0

PAGE 1 OF

1 5 9

6, SOLICITATION ISSUE

DATE

30 NOV 2012

8. OFFER DUE DATE/

LOCAL TIME

31 DEC 2012

AIVIOUNT

NOT ATTACHED

NOT ATTACHED

1449 lnev. slzoos) F A R ( 4 8 C F R ) 5 3 . 2 1 2

FTAF

Z.r, o 'or, 1oo % FoR:

fZbrot,- BUSTNESS n :Y^.:g'l^o .to,, E;Hr,.?::"^" [_lsenvrcr-orsABLED vETERAN- n r,o, OWNED SMALL BUSINESS

I 3 b . R A T I N G

N/A

I4 . METHOD OF SOLJCITATION

1 6 . A D M I N I S T E R E D B Y

SAME AS BLOCK 9

l 8a . PAYMENT WILL BE MADE BY

S U B M I T I N V O I C E S T O A D D R E S SS H O W N l N B L O C K 1 8 a U N L E S S B L O C K

BELOW IS CHECKED

n 17b. cHECK tF REMTTTANCE rS DTFFERENT AND pUT SUCH ADDRESS tN

IJ OFFER

1 9 .

I T E M N O

25, ACCOUNTING AND APPROPRIATION DATA

28. coNTRAcroR rs REQUTRED To s rcN THts DoCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE, CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERIVIS AND CONDITIONS SPECIFIED

30a. S IGNATURE OF OFFEBOR/CONTRACTOR

3Ob. NAME AND TITLE OF SIGNER lType or p r in t )

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

26. TOTAL AWARD AMOUNF (For Govt. Use Onlv)

2Ta.SOLICITATIONINCORPORATESBYREFERENCEFARS2.2 I2-1 ,52 .212-4 . FAR52.212-3AND52.212-5AREATTACHED. ADDENDA

27b, CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52,212.4. FAR 52.212.5 IS ATTACHED, ADDENDA

29. AWARD OF CONTRACT: REF O F F E R

DATED - YOUR OFFER ON SOLICITATION

(BLOCK 5) , INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

31a. UNITED STATES OF AIVIERICA (SIGNATURE OF CONTRACTING OFFICER)

DATE S IGNED

STANDARD

Prescr ibed

FORM

by GSA

SPM300-13-R-0023 Page 2 of 159

PRIME VENDOR GUAM

SF1449 - CONTINUATION SHEET

ADMINISTRATIVE DATA/DELIVERY SCHEDULE

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8 (continued):

OFFER DUE DATE/LOCAL TIME: December 31, 2012, 3:00 P.M. PHILADELPHIA TIME

NOTE: This solicitation shall be signed by each Joint Venture / Partner and submitted along with each offer. Only one originally signed copy of this solicitation document is required for submission.

All offers are required to be mailed to the Defense Logistics Agency (DLA) Troop Support Post Office Box 56667 or hand carried to the DLA Troop Support Business Opportunities Office as described on pages 2-3 of the solicitation.

BLOCK 9 (continued):

All offers/modifications/withdrawals must be plainly marked on the OUTERMOST ENVELOPE with the solicitation number, closing date, and time set for the receipt of offers.

Send MAILED OFFER to:

DEFENSE LOGISTICS AGENCY

DLA TROOP SUPPORT

POST OFFICE BOX 56667

PHILADELPHIA, PA 19111-6667

SPM300-13-R-0023 Page 3 of 159

Deliver HAND CARRIED OFFER, including delivery by commercial carrier, to:

DLA TROOP SUPPORT

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.

Contractors intending to deliver offers in-person should be advised that the Business Opportunities Office (Bid Room) is located within a secure military installation. In order to gain access to the facility, an escort may be required. The escort will be an employee from the Bid Room. The following are telephone numbers for the Bid Room: (215)737-8511, (215)737-9044, (215)737-8556, (215)737-0317. It is the offeror’s responsibility to ensure that offers are received at the correct location at the correct time. Please allow sufficient time to complete delivery of hand carried offers. Since the length of time necessary to gain access to the facility varies based on a number of circumstances, it is recommended that you arrive at the installation at least one hour prior to the time the solicitation closes to allow for security processing and to secure an escort. NOTE: THIS IS A SUGGESTION AND NOT A GUARANTEE THAT YOU WILL

GAIN ACCESS TO THE BASE IF YOU ARRIVE ONE HOUR BEFORE THE OFFER IS DUE.

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.

NOTE: Facsimile and E-mail Offers are not acceptable forms 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 and e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revision(s), including Final Proposal revision(s).

BLOCK 17A. (Continued):

OFFERORS: SPECIFY

CAGE CODE:__________________________________________________________

PRIMARY COMPANY POC/NEGOTIATOR:________________________________

PHONE #:______________________________________________________________

E-MAIL ADDRESS:______________________________________________________

FAX NUMBER__________________________________________________________

BLOCK 17B. (CONTINUED)

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

THE CENTRAL CONTRACT REGISTER (CCR).

Offeror’s assigned DUNS Number: _________________________

SPM300-13-R-0023 Page 4 of 159

AUTHORIZED NEGOTIATORS:

The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposal. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator.

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

SPM300-13-R-0023 Page 5 of 159

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 proposal preparation costs or any other costs the contractors may have incurred.

In accordance with FAR 52.225-25, each offeror must certify that the offeror, and any person owned or controlled by the offeror, does not engage in any activity for which sanctions may be imposed under section 5 of the Iran Sanctions Act. Each offeror shall update its ORCA certifications and/or by submission of an offer, make the above certification (See FAR 52.212-3).

Additional copies of Attachments 1 and 2, the Schedule of Items and the Category Distribution Price List, will be provided by DLA Troop Support to offerors upon request (e-mail request is preferred). See below e-mail contact information.

DLA Troop Support Points of Contact:

Neil.Michael.Chiaradio@dla.mil

Michelle.Norton@Dla.mil Clinton.Williams@dla.mil

Dennis.Strolle@dla.mil mailto:Neil.Michael.Chiaradio@dla.mil mailto:Clinton.Williams@dla.mil mailto:Dennis.Strolle@dla.mil

SPM300-13-R-0023 Page 6 of 159

CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012) DLA

TROOP SUPPORT

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty. Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733)

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct;

promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C.

3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

SPM300-13-R-0023 Page 7 of 159

****PRE-PROPOSAL QUESTIONS****

SOLICITATION NUMBER SPM300-13-R-0023

DLA TROOP SUPPORT WILL ENTERTAIN PRE-PROPOSAL QUESTIONS TO

FURTHER CLARIFY AND DISCUSS THE REQUIREMENTS OF THIS SOLICITATION.

DUE DATE FOR QUESTIONS IS DECEMBER 7, 2012

3:00 PM, PHILADELPHIA TIME.

IF YOU PLAN TO SUBMIT QUESTIONS, PLEASE SEND A FAX or E-MAIL WITH THE

FOLLOWING INFORMATION:

NAME OF FIRM

NAME AND TITLE OF REPRESENTATIVE

ADDRESS OF FIRM

PHONE AND FAX NUMBER

SIZE OF BUSINESS

QUESTIONS

THIS INFORMATION MAY BE FAXED TO NEIL-MICHAEL CHIARADIO OR CLINTON

WILLIAMS AT 215-737-3215 OR SENT VIA EMAIL TO Neil.Michael.Chiaradio@dla.mil AND Clinton.Williams@dla.mil.

NOTE: Vendors are encouraged to carefully review the solicitation before developing questions for submission. Answers to questions will be provided via amendment.

mailto:Clinton.Williams@dla.mil

SPM300-13-R-0023 Page 8 of 159

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

Number Reminder Check

1 Request Attachments 1, 2, and 3 from the Contracting Officer, as indicated below and use the provided spreadsheets for submission of your pricing information?

2 Fill in and sign SF1449 as required?

3 Print one copy of the solicitation from the DLA Troop Support web site www.

www.troopsupport.dla.mil/subs/pv/regions/pacific/pvpacific.asp? Return one

(1) signed and completed copy of this solicitation with your proposal?

4 Return one (1) signed copy of any amendments issued to this solicitation.

5 Prepare and return 6 written and 2 electronic copies of the Technical Proposal, 2 written copies of the Business Proposal / Pricing (exclusive of attachments 1 through 4), and 2 electronic copies of attachments 1 through 4?

6 Submit Attachment 1, and exhibit 1 in accordance with the instructions in the solicitation (two working copies on a Microsoft Excel Spreadsheet formatted CD)?

7 Submit (1) hard copy of each MANUFACTURER’S quote or invoice for every item listed on Attachments 1(ONE COPY OF THE QUOTE OR INVOICE FOR EACH INDIVIDUAL ITEM)? Label or use a cover sheet for each quote or invoice to identify the item number from the schedule that it supports? Submit the quotes or invoices in item number sequence?

Submit quotes or invoices that are dated within forty-five (45) days prior to the date specified for receipt of offers (initial or revised, whichever is later)? Are FOB Origin Terms clearly identified on the quote or invoice?

Is the NAPA discount clearly identified on the quote or invoice and removed from the product price? Refer to solicitation for actual requirements.

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

9 Check your math for accuracy on your Business Proposal/Pricing?

10 Submit your best offer?

11 A Government Owned, Contractor Operated (GOCO) facility is available to be utilized, see Statement of Work paragraph XIV, J has fill-ins that need to be completed.

12 Identify your authorized negotiators on page 3 as required. Did you identify which negotiator will serve as the primary point of contact?

13 Submit a list of all your affiliates / subsidiaries / partially or wholly-owned companies that will be utilized for this contract.

14 Under Low Price Technically Acceptable (LPTA) process, award will be made on the basis of the lowest evaluated price of proposals meeting or exceeding the acceptability standards for all non-cost factors.

SPM300-13-R-0023 Page 9 of 159

TABLE OF CONTENTS

PAGE

CONTRACT CLAUSES

FAR 52.212-4 – Contract Terms and Conditions – Commercial Items 10 Addendum to FAR 52.212-4 18

FAR 52.212-5 – Contract Terms and Conditions Required to Implement Statutes 39 or Executive Orders Applicable to Defense Acquisition of Commercial Items

DFARS 252.212-7001 – Contract Terms and Conditions Required to Implement 46 Statutes or Executive orders Applicable to Defense Acquisition of Commercial Items

STATEMENT OF WORK

Supplies/Services and Prices 50 Descriptions/Specifications 79 Packaging and Marking 91 Inspection and Acceptance 95 Deliveries and Performance 98 Contract Administration Data 108 Special Contract Requirements 111

SOLICITATION PROVISIONS

FAR 52.212-1 – Instructions to Offerors – Commercial Items 115 Addendum to FAR 52.212-1 115

FAR 52.212-2 – Evaluation – Commercial Items 127 Addendum to FAR 52.212-2 127

FAR 52.212-3 – Offeror Representations and Certifications – Commercial Items 134 Other Required Certifications Addendum to FAR 52.212-3 152

DFARS 252.212-7000 – Offeror Representations and Certifications- Commercial Items 157

LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

Attachment 1: Tab 1- Schedule of Items Tab 2 - Category Distribution Price List

Attachment 2: Customer Listing

Attachment 3: Memorandum of Agreement for GOCO

SPM300-13-R-0023 Page 10 of 159

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(FEB 2012)

(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 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

SPM300-13-R-0023 Page 11 of 159

FAR 52.212-4 (continued)

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 -

(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

SPM300-13-R-0023 Page 12 of 159

FAR 52.212-4 (continued) 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 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—

SPM300-13-R-0023 Page 13 of 159

FAR 52.212-4 (continued)

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

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

(C) Affected contract line item or sub-line 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 at 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.

SPM300-13-R-0023 Page 14 of 159

FAR 52.212-4 (continued)

(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 32.608-2 of the Federal Acquisition Regulation 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.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

SPM300-13-R-0023 Page 15 of 159

FAR 52.212-4 (continued)

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. 51-58, 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.

SPM300-13-R-0023 Page 16 of 159

FAR 52.212-4 (continued)

(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 1449.

(8) Other documents, exhibits, and attachments.

(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 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;

SPM300-13-R-0023 Page 17 of 159

FAR 52.212-4 (continued)

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(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 FAR 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 CCR accessed through https://www.acquisition.gov or by calling 1-888-227- 2423, or 269-961-5757.

https://www.acquisition.gov/

SPM300-13-R-0023 Page 18 of 159

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 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. See Statement of Work, Inspection and Acceptance also.

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. 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. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

(1) Immediately notify the following personnel:

(i) Customers that have received the recalled product

(ii) DLA Troop Support Contracting Officer

(iii) DLA Troop Support Integrated Supply Team (IST) Chief

(iv) DLA Troop Support Contract Specialist

SPM300-13-R-0023 Page 19 of 159

Addendum to FAR 52.212-4 (continued)

(v) DLA Troop Support Tailored Vendor Logistic Specialist

(vi) DLA Troop Support Consumer Safety Officer

(2) Provide the following information to the DLA Troop Support 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 contractor should provide a Final Status Report of Recall, when completed, to the DLA Troop Support Consumer Safety Officer.”

5. Paragraph (s), Order of Precedence is revised to add the following:

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in its Technical Proposal in response to this solicitation.

(b) The technical volume(s) of the Contractor's proposal is incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR 52.215- 8) clause of this contract. Under the "ORDER OF PRECEDENCE" clause, the technical volume of the Contractor's proposal referenced herein is hereby designated as item (10) of the clause, following "the specification" in the order of precedence.

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;

SPM300-13-R-0023 Page 20 of 159

Addendum to FAR 52.212-4 (continued)

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

(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

THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED BY REFERENCE:

CLAUSE NUMBER TITLE DATE

FAR 52.204-9 Personal Identity Verification of Contractor

Personnel

JAN 2011

FAR 52.208-9

Contractor Use of Mandatory Sources of

Supplies or Services OCT 2008

FAR 52.211-5 Material Requirements AUG 2000 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 OCT 2010 FAR 52.242-13 Bankruptcy JULY 1995 FAR 52.242-15 Stop-Work Order AUG 1989 FAR 52.243-6 Change Order Accounting APR 1984 FAR 52.245-1 Government Property APR 2012

FAR 52.247-29 F.O.B. Origin FEB 2006 FAR 52.247-34 F.O.B. Destination NOV 1991 FAR 52.251-1 Government Supply Sources APR 2012

DFARS 252.201-7000 Contracting Officer’s Representative DEC 1991 DFARS 252.204-7003 Control of Government Personnel Work

Product

APR 1992

CLAUSE NUMBER TITLE DATE

DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a

Terrorist Country

DEC 2006

DFARS 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements

DEC 2010

DFARS 252.225-7002 Qualifying Country Sources as Subcontractors

JUN 2012

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

SPM300-13-R-0023 Page 21 of 159

FAR 52.252-2 (continued)

DFARS 252.232-7010 Levies on Contract Payments DEC 2006 DFARS 252.233-7001 Choice of Law (Overseas) JUN 1997 DFARS 252.243-7001 Pricing of Contract Modifications DEC 1991 DFARS 252.243-7002 Requests for Equitable Adjustment MAR 1998 DLAD 52.211-9010 Shipping Label Requirements – MIL – STD

– 129P

MAR 2012

DLAD 52.246-9039 Removal of Government Identification from Non-Accepted Supplies

NOV 2011

DLAD 52.247-9012 Requirements for treatment of wood packaging material (WPM)

FEB 2007

DFARS 252.251-7000 Ordering From Government Supply Sources AUG 2012

FAR: https://www.acquisition.gov/far/index.html;

DFARS: http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html DLAD: http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.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 IN FULL TEXT:

FAR 52.209-9– Updates of Publicly Available Information Regarding Responsibility Matters (FEB 2012)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database via https://www.acquisition.gov .

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consist of two segments—

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by— https://www.acquisition.gov/far/index.html http://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html http://www.dla.mil/Acquisition/Documents/DLAD%20Rev%205.htm https://www.acquisition.gov/

SPM300-13-R-0023 Page 22 of 159

Addendum to FAR 52.212-4 (continued)

FAR 52.209-9 (continued)

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for--

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(b) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information.

The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

SPM300-13-R-0023 Page 23 of 159

Addendum to FAR 52.212-4 (continued)

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 $288,750,000.00

(2) Any order for a combination of items in excess of $288,750,000.00

(3) A series of orders from the same ordering office within __1__ days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(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 _1_ day 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.

FAR 52.225-14 -- Inconsistency Between English Version and Translation of Contract (FEB 2000) In the event of inconsistency between any terms of this contract and any translation into another language, the English language meaning shall control.

SPM300-13-R-0023 Page 24 of 159

Addendum to FAR 52.212-4 (continued)

FAR 52.228-3 – Workers Compensation Insurance (Defense Base Act) (Apr 1984) The Contractor shall

(a) provide, before commencing performance under this contract, such workers’ compensation insurance or security as the Defense Base Act (42 U.S.C. 1651, et seq.) requires and

(b) continue to maintain it until performance is completed. The Contractor shall insert, in all subcontracts under this contract to which the Defense Base Act applies, a clause similar to this clause (including this sentence) imposing upon those subcontractors this requirement to comply with the Defense Base Act.

DFARS 252.203-7003 AGENCY OFFICE OF THE INSPECTOR GENERAL (APR 2012)

The agency office of the Inspector General referenced in paragraphs (c) and (d) of FAR clause 52.203-13, Contractor Code of Business Ethics and Conduct, is the DoD Office of Inspector General at the following address:

Department of Defense Office of Inspector General Investigative Policy and Oversight 4800 Mark Center Drive, Suite 11H25 Alexandria, VA 22350-1500

Toll Free Telephone: 866-429-8011

DFARS 252.209-7998 Representation Regarding Conviction of a Felony Criminal Violation under any Federal or State Law.

See Class Deviation 2012-O0007, Prohibition Against Contracting with Corporations that Have a Felony Conviction, dated March 9, 2012. Contracting officers shall include the provision at 252.209-7998 in all solicitations that will use funds made available by Division H of the Consolidated Appropriations Act, 2012, including solicitations for acquisition of commercial items under FAR part 12, and shall apply the restrictions included in the deviation. This deviation is effective beginning March 9, 2012, and remains in effect until incorporated in the FAR or DFARS or otherwise rescinded.

DFARS 252.209-7999 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law.

See Class Deviation 2012-O0004, Prohibition Against Contracting With Corporations That Have an Unpaid Delinquent Tax Liability or a Felony Conviction under Federal Law, dated January 23, 2012.

Contracting officers shall include this provision in all solicitations that will use funds made available by Division A of the Consolidated Appropriations Act, 2012, including solicitations for acquisition of commercial items under FAR part 12, and shall apply the restrictions included in the deviation. This deviation is effective beginning January 23, 2012, and remains in effect until incorporated in the FAR or DFARS or otherwise rescinded.

http://www.acq.osd.mil/dpap/policy/policyvault/USA001346-12-DPAP.pdf http://www.acq.osd.mil/dpap/policy/policyvault/USA007336-11-DPAP.pdf

SPM300-13-R-0023 Page 25 of 159

DFARS 252.216-7006 Ordering (MAY 2011)

(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…