PRODUCE-MIL/CA AND USDA SCHOOL LUNCH PRO

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000129601 1. REQUISITION NUMBER 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER SPE300-21-R-0031 5. SOLICITATION NUMBER 2022 MAY 26 6. SOLICITATION ISSUE DATE Maria Silvester DMS0134 a. NAME Phone: 215-737-7492 b. TELEPHONE NUMBER (No Collect calls) 2022 JUN 27 8. OFFER DUE DATE/ LOCAL TIME 9. ISSUED BY CODE SPE300 DLA TROOP SUPPORT DIRECTORATE OF SUBSISTENCE 700 ROBBINS AVENUE PHILADELPHIA PA 19111-5096 USA 10. THIS ACQUISITION IS 100UNRESTRICTED OR SET ASIDE: % FOR: SMALL BUSINESS HUBZONE SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM 8 (A) SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 311991NAICS: SIZE STANDARD: 11. DELIVERYFOR FOB DESTINA- TION UNLESS BLOCK IS MARKED 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b. RATING 14. METHOD OF SOLICITATION RFQ IFB RFP 15. DELIVER TO CODE 16.

ADMINISTERED BY CODE 17a. CONTRACTOR/ CODE OFFEROR FACILITY CODE TELEPHONE NO. 18a. PAYMENT WILL BE MADE BY CODE 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT See Schedule (Use Reverse and/or Attach Additional Sheets as Necessary) 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED 29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED 1 SEE SCHEDULE 7. FOR SOLICITATION INFORMATION CALL: SEE SCHEDULE 03:00 PM STANDARD FORM 1449 (REV. 2/2012) Prescribed by GSA - FAR (48 CFR) 53.212 AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE SEE ADDENDUM EDWOSB PAGE 1 OF 93 32a. QUANTITY IN COLUMN 21 HAS BEEN ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED COMPLETE PARTIAL FINAL STANDARD FORM 1449 (REV. 2/2012) BACK 36. PAYMENT PARTIAL FINAL 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT 19. ITEM NO. 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED CORRECT FOR 37. CHECK NUMBER 38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 42b. RECEIVED AT (Location) CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: CONTINUED ON NEXT PAGE PAGE 3 OF 93 PAGES SPE300-21-R-0031 BLOCK 8 (Continued): OFFER DUE DATE/ LOCAL TIME: June 27, 2022 at 3:00PM EASTERN STANDARD TIME BLOCK 9 (Continued): Email and DIBBS are the acceptable forms of transmission for submission of initial proposals. E-mailed submissions should be sent to: Maria Silvester, maria.silvester@dla.mil Alicia Nichols Harris, alicia.harris@dla.mil Kimberly Hartzell, kimberly.hartzell@dla.mil NOTES: (1)Facsimile is not an acceptable form of transmission for submission of initial proposals or revisions to initial proposals submitted in response to this solicitation. As directed by the Contracting Officer, facsimile may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revisions, including Final Proposal Revisions. (2)Offerors submitting proposals using email are advised that DLA Troop Support systems have certain email size and transmission limitations. Proposals must be prepared accordingly. Individual email attachments should not exceed 5MB in size, and no individual email should exceed more than 10 MB per email (multiple email submissions may be necessary). When submitting multiple emails as a proposal submission, label each email with a number (e.g., 1 of 8), accordingly. After transmitting an email submission, offerors should confirm receipt of all emails with the intended recipients. It is an offeror’s responsibility to ensure its entire proposal is received by the date and time specified is sufficient time to ensure and confirm receipt by the Government. BLOCK 17A. (Continued): OFFERORS: SPECIFY CAGE CODE: __________________________ FAX NUMBER __________________________ EMAIL ADDRESS________________________ COMPANY POC: ________________________ PHONE #: _____________________________ BLOCK 17B. (Continued): Remittance will be made to the address that the vendor has listed in the System for Award Management Database. (www. sam.gov). Offeror’s assigned DUNS Number: __________________________ (If you do not have a DUNS number, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors – Commercial Items (paragraph j) for information on contacting Dun and Bradstreet.) BLOCKS 19-24 (Continued): SEE SCHEDULE OF ITEMS (ATTACHMENT 1) AUTHORIZED NEGOTIATORS: The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposal. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator. _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 4 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form TECHNICAL REQUIREMENTS THIS DOCUMENT INCORPORATES TECHNICAL AND/OR QUALITY REQUIREMENTS (IDENTIFIED BY AN `R' OR AN `I' NUMBER IN SECTION B) SET FORTH IN FULL TEXT IN THE DLA MASTER LIST OF TECHNICAL AND QUALITY REQUIREMENTS FOUND ON THE WEB AT: http://www.dla.mil/HQ/Acquisition/Offers/eProcurement.aspx. FOR SIMPLIFIED ACQUISITIONS, THE REVISION OF THE MASTER IN EFFECT ON THE SOLICITATION ISSUE DATE OR THE AWARD DATE CONTROLS. FOR LARGE ACQUISITIONS, THE REVISION OF THE MASTER IN EFFECT ON THE RFP ISSUE DATE APPLIES UNLESS A SOLICITATION AMENDMENT INCORPORATES A FOLLOW- ON REVISION, IN WHICH CASE THE AMENDMENT DATE CONTROLS. CAUTION NOTICE THE CONTENT AND STRUCTURE OF SOLICITATION SPE300-21-R-0031 IS NEW. PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR OFFER. The awardee will be required to have a computer system capable of accepting delivery orders and processing Electronic Data Interchange (EDI) transactions. This contract will require the contractor to have electronic commerce/electronic data interchange EC/EDI capabilities. A waiver of the non-manufacturer rule has not been requested for this acquisition because it is an acquisition for multiple items. In accordance with 13.CFR 121.406(e), if at least 50% of the estimated contract value of an acquisition for multiple items is composed of items that are manufactured by small business concerns, then a waiver of the non-manufacturer rule is not required. As such, for this acquisition, it is expected that items comprising at least 50% of the contract value will be manufactured by small business concerns. The contracting officer must be immediately notified if it appears as though this requirement will not be met. All contractors who choose to conduct business with the Department of Defense must now be registered in the System of Award Management (SAM) database. In addition, we encourage all vendors who receive contract awards as a result of this solicitation to access the “Dynamic Small Business Search” feature of SAM to identify potential and click on the “Dynamic Small Business Search” button. When making your procurement decisions we encourage your consideration of local business as a means to nurture small business and local economies. All contractors who receive awards as a result of this initiative are encouraged to utilize the SBA SUBNet database to assist them in further identifying additional small business sources of supply. Vendors may post notices of sources sought for teaming partners and subcontractors on future contracts. Small business can review this web site to identify opportunities in their area of expertise. You may access the SBA PRONet database through the SBA Website at www.sba.gov. Included in their proposal submission, offerors are required to substantiate Delivered Prices for all items in the Schedule of Items, with invoices / quotes for all groups offered on. See 52.212-1 Addendum “Proposal Submission Information”, para. D, item 2, for more information. CONTRACTOR CODE OF BUSINESS ETHICS (JUN 2020) 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 http://www.sba.gov CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 5 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) 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). This solicitation and resulting contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C. 3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer. RAPID GATE, DEFENSE BIOMETERIC IDENTIFICATION SYSTEM (DBIDS) REQUIREMENT and/or OTHER SECURITY PROGRAMS Many bases may require enrollment in a particular system for base security such as RapidGate, the Defense Biometric Identification System (DBIDS), or other similar system(s). Such systems manage access to Department of Defense (DoD) installations and will not allow entry without clearance. During the contract start-up/ implementation period, the Contractor must contact all customer locations to determine whether enrollment in RapidGate, DBIDS, or another security program is required for access to each location. If RapidGate, DBIDS, or other security enrollment is required, the Contractor must take all necessary steps to obtain this in time for the start of performance under this contract. Failure to have clearance may result in a vendor being turned away from the base and being unable to complete delivery. The Contractor is responsible for any costs associated with RapidGate, DBIDS, and/or other security program enrollment and must ensure that a properly enrolled driver is available for all deliveries. We currently estimate that RapidGate or DBIDS enrollment will cost about $250 per company and $200 per enrolled employee for 1 year of access to multiple locations, but the cost of RapidGate, DBIDS or other security enrollment may vary, so the Contractor should contact the specific security system contractor to determine its own costs. If more than one driver is required, enrollment must be obtained for each driver. Note that enrollment can take several weeks, so an awardee that is not already enrolled must begin enrollment at the time of award notification at the latest. If difficulty or delay in enrollment is encountered during the start- up/implementation period, the Contractor MUST contact the specific security system contractor and/or the Security Officer at the applicable customer locations to resolve any issues with processing enrollment so that the Contractor will be able to deliver as required. For additional information on current base security systems including RapidGate and DBIDS, including enrollment instructions, please visit their websites at https://www.fortiorsolutions.com/products/rapidgate/ and http://dbids.dmdc.mil/. }{\rtlch\fcs1
\ab\af1\afs18 \ltrch\fcs0 \f1\fs18\cf1\insrsid10301704\charrsid14494545 \hich\af1\dbch\af37\loch\f1 https://www.fortiorsolutions.com/products/rapidgate/}{\rtlch\fcs1 \ab\af1\afs18 \ltrch\fcs0 \f1\fs18\cf1\insrsid10301704 \hich\af1\dbch\af37\loch\f1 }{\rtlch\fcs1 \ab\af1\afs18 \ltrch\fcs0 \f1\fs18\cf1\insrsid10301704\charrsid12994222 \hich\af1\dbch\af37\loch\f1 http://dbids.dmdc.mil/}{\rtlch\fcs1
\ab\af1\afs18 \ltrch\fcs0 \f1\fs18\cf1\insrsid10301704 \hich\af1\dbch\af37\loch\f1 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 6 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) CHECKLIST - DID YOU REMEMBER TO ????? [ ] Fill in Block 17a, of 1449? [ ] Fill in Block 17A. Continued, on the bottom of page 3? [ ] Indicate remittance address and DUNS Number block 17B. Continued, on the bottom of page 3, if different, in offer? [ ] Sign Block 30a, name in Block 30b, and date in Block 30c.? [ ] Sign and return any/all amendments? [ ] Return one (1) COMPLETE & SIGNED copy of the solicitation? [ ] Fill out all certifications and representations in solicitation or submit a copy of your firm's representations and certifications from System for Award Management (“SAM”) website? [ ] Submit prices for every item listed in the Schedule of Items (Attachment 1)? [ ] Fill out Vendor Name & CAGE Code for Excel Spreadsheet cell “D2” in Attachment 1 for Groups 1 and 2? [ ] Submit Distribution Prices for Tier 1 Excel Spreadsheet cell “H7”, Tier 2 Excel Spreadsheet cell “M7” and Tier 3 Excel Spreadsheet cell “N7” Excel Spreadsheet cell in Attachment 1 for Groups 1 and 2? [ ] Checked box stating you intend or do not intend to use one or more facilities as a place of performance under Federal Acquisition Regulation (“FAR”) 52.215-6 Place of Performance? [ ] In accordance with the clause above, submit a separate list of places of performance, i.e. distribution centers / warehouse locations that will directly support the proposed customers? Warehouses that function as backups should be designated as such. [ ] Submit proof of a valid / current Perishable Agricultural Commodities Act (PACA) License? [ ] Submit a valid USDA Good Agricultural Practices (“GAP”) and Good Handling Practices (“GHP”) or independent third-party certifying company audit inspection report(s) / certificate for each place of performance? [ ] Submit required information concerning financial arrangements under which you receive money from your Suppliers. I.e., manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies)? Note: a negative response is required. For more information, see 52.212-1, “Proposal Submission Information”, para G. [ ] Submit all documents electronically by emailing to Maria Silvester, Maria.Silvester@dla.mil and Alicia Nichols Harris, Alicia.Harris@dla.mil or through the DLA Bid Board System (“DIBBS”). CAUTION: The above checklist is for convenience purposes only. This list is not intended to be all-inclusive. Offerors are responsible for carefully reviewing the entire Solicitation to ensure proper submission of all required information. mailto:}{
\rtlch\fcs1 \af1\afs18 \ltrch\fcs0 \f1\fs18\insrsid10301704\charrsid1139407 Maria.Silvester@dla.mil}{\rtlch\fcs1 \af1\afs18 \ltrch\fcs0 \f1\fs18\insrsid10301704 mailto:}{\rtlch\fcs1 \af1\afs18 \ltrch\fcs0 \f1\fs18\insrsid10301704\charrsid1139407 Alicia.Harris@dla.mil}{\rtlch\fcs1 \af1\afs18 \ltrch\fcs0 \f1\fs18\insrsid10301704 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 7 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) STATEMENT OF WORK I. INTRODUCTION A. Defense Logistics Agency (“DLA”) - Troop Support (“Agency”) intends to enter into an indefinite quantity contract(s) (“IQC”) with a commercial firm(s) to supply a full-line of United States Department of Agriculture (“USDA”) Grade Number 1 or better quality fresh fruits and vegetables (“FF&V”) and Shell Eggs (if required) products to Department of Defense (“DoD”, or “Troop”) and USDA (Non-DoD, “School” and “Reservation”) customers in the Arizona Zone. Specific quality requirements per item are included in the Schedule of Items (Attachment 1). Failure to propose the specified quality requirement per item as identified in Attachment 1 may render an offeror's proposal technically unacceptable. If the item's description in Attachment 1 does not provide a specific quality grade, the minimum quality grade that is required to meet the terms of this Solicitation is USDA Grade Number 1. A successful offeror(s) will be required to source, purchase, store, and deliver a variety of FF&V items to DLA Troop Support customers on an ongoing basis, while at the same time maintaining acceptable fill rates, levels of customer service, and product quality. Therefore, an offeror must currently possess the physical, logistical, and financial resources to serve as a commercial distributor of a variety of FF&V items. It is neither sufficient nor acceptable for an offeror to be a third-party logistics (“3PL”) company (i.e. a company that does not intend to serve as the FF&V supplier but instead intends to subcontract out the majority of aspects required by the contract, including but not limited to ordering, warehousing, distribution, etc.). By offering, an offeror affirms its status as a current and functioning commercial distributor of FF&V items. In order to determine whether an offeror meets the technical requirement of being a current and functioning commercial FF&V distributor, the Contracting Officer will require an offeror to provide its current, valid Perishable Agricultural Commodities Act (“PACA”) license. In addition, the Contracting Officer will require an offeror to submit a valid Good Agricultural Practices (“GAP”)/Good Handling Practices (“GHP”) or independent third-party certifying company audit inspection report(s) / certificate for each place of performance identified in the offeror's proposal. The audit report(s) must demonstrate that a passing score(s) was/were received. Please note that a request for the aforementioned information by the Contracting Officer will be used to make a determination of whether or not the offeror meets the technical requirement of being a current and functioning commercial distributor of FF&V. This information is not being sought to determine an offeror's likelihood of success in performing the contract as would be the case in a responsibility analysis. B. The aforementioned zone is comprised of (2) Groups in the Arizona Zone. Group 1 consists of DoD Troop customers; Group 2 consists of Non-DoD USDA School and Reservation customers. The Agency intends to award one separate contract per Group. Offerors may submit a proposal for one Group or all Groups. The offeror must support all of the customers in the Group for which they make an offer. Offerors are required to propose and properly substantiate pricing on all items in the Schedule of Items for each Group on which it offers. Failure to do so may result in its proposal being deemed unacceptable and therefore excluded from further consideration for award. Because the Contracting Officer is not obligated to initiate negotiations, each offeror shall submit its most competitive proposal for each Group it has chosen to propose on. Said proposal shall be responsive to all of the Solicitation's requirements and free from any deficiencies. C. This solicitation is being issued as 100% Small Business set-aside acquisition under full and open competition procedures. North American Industry Classification System (NAICS) is 311991 and size standard is 500. D. This Solicitation utilizes the Lowest Price Technically Acceptable (“LPTA”) Source Selection Procedures. As part of this selection process, the Agency will incorporate a weighting factor in its evaluation. Said factor will only be applied for evaluation purposes CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 8 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) to the Aggregate Distribution Price. Please refer to the Addendum to FAR 52.212-2 contained in this Solicitation for additional information about how each offeror's price, and price components, will be evaluated. E. Any award resulting from this Solicitation will be an IQC that is fixed in price subject to the applicable Economic Price Adjustment (“EPA”) provision. For additional information regarding the EPA, refer to Section VII of the Solicitation. An IQC will provide for an indefinite quantity, within stated limits, of specific supplies or services to be furnished during a fixed period, with deliveries to be scheduled by placing orders with the contractor (reference FAR 16.504(a)). II. EFFECTIVE PERIOD OF CONTRACT A. Any resulting contract from this Solicitation will not exceed 60 months (5 years), inclusive of a 90-day start-up period, commencing on the effective date of the contract III. TIERS A. The 5-year contract period is divided into one (1) 24-month tier period, and two (2) 18-month periods (hereafter individually referred to as “tiered pricing periods”). Each Tier affords offerors an opportunity to provide different Distribution Prices, as defined in the EPA provision of the Solicitation, per Tier. Each Distribution Price offered must be expressed as a dollar value (up to two decimal places) and NOT a percentage. If an offeror submits the latter, it will NOT be accepted. If an offeror fails to provide a Distribution Price for any of the Tiers, the Contracting Officer will assume that it is the offeror's intention that no change in Distribution Price was meant after the most recent preceding tier period that included a Distribution Price. For instance, if an offeror proposes a Distribution Price for Tier 1 of $3.00 and fails to propose anything for Tier 2, the Contracting Officer will interpret that omission as meaning that the $3.00 Distribution Price pertains to both Tiers. B. Although different distribution prices may be offered for each tiered period, the distribution prices for each tiered period will be firm- fixed at the time of award. Contract deliveries may fall outside of the tier effective periods (e.g., an order placed during Tier 1 may be delivered during Tier 2). Prices will be based on the time an order is placed, not when an order is delivered. For example, if an order is placed during Tier 1, but delivery is made during Tier 2, then the prices in effect for that order will be the Tier 1 prices. IV. ESTIMATED DOLLAR VALUE / GUARANTEED MINIMUM / MAXIMUM A. The following chart includes the 24-month estimated dollar value for Tier 1, and the overall 5-year period, along with the 10% and 300% guaranteed minimum and contract maximum values, respectively. Though both figures are based on estimates, the guaranteed minimum and the contract maximum are both fixed firm dollar amounts, which are calculated as a percentage of 12 months of the Tier 1 and 5-year estimated dollar values, respectively. The term “estimate” refers to the Agency's good faith estimate of the requirement for the specific tier periods stated. B. NOTE: The guaranteed minimum, per group, which is shown in the “Guaranteed Minimum” column below, constitutes the Agency's full legal obligation as to its ordering requirements for that group. The guaranteed minimum covers the entire contract term (inclusive of all tiers) and, once this obligation is met, there is no further ordering obligation on the part of the Agency regardless of what tier period said obligation is met within. If multiple groups are awarded under the contract, the aggregate guaranteed minimum and aggregate contract maximum dollar values for those groups apply to the entire contract, and not on a per group basis. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 9 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) V. CONTRACT START-UP PERIOD A. For this section and all sections of the Statement of Work hereafter, the term “day or “days” is defined as “calendar days” unless otherwise noted. After an award is made, the Contractor (also referred to as the Awardee) will have up to 90 days to take steps to implement its new contract prior to initial ordering/delivery. Within 15 calendar days after the award is made, the Contractor shall submit a proposed implementation schedule to the Contracting Officer that details all of the necessary steps that are required to ensure proper contract performance. This may include but is not limited to catalog/ordering/invoice testing (Subsistence Total Ordering Receipt Electronic System (STORES) and/or Fresh Fruit and Vegetables Order Receipt (FFAVORS), sourcing new items, finalize delivery schedule per customer location, etc. Up to an additional 75 days will be granted for actual completion of the tasks included in the proposed schedule. No more than 90 days after award, however, will be given to complete the schedule and have a fully functional distribution account in place for all customers covered under the contract(s). The timeline for the “start- up” period, as described above, is included in the first 24-month Tier 1 period. VI. ELECTRONIC ORDERING CATALOGS An offeror that receives an award will be required to maintain electronic catalogs that list all items available to the customers covered under this solicitation. These catalogs will be either STORES (for Troop contracts) or FFAVORS (for School contracts). Each item in the catalog shall contain the corresponding national or local stock number (as appropriate), Government item description, packaging characteristics, unit of issue, and unit price. A. Catalog Maintenance 1. New Items (a) Prior to commencement of the first order, DLA Troop Support, its customers, and the Contractor will collaborate to identify items not found in the solicited Schedule of Items that will be required to be added to the ordering catalog. This effort is necessary to update the catalog with items that were not required previously due to seasonality and other contingent circumstances unknown to the Contracting Officer at the time of solicitation. Neither a Contractor nor customers are permitted to add new items to the catalog without initiating a new item request to the Contracting Officer, which requires a separate fair and reasonable price analysis per item. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 10 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) (b) If a customer seeks to order an FF&V item that is not a part of the catalog after the customers' ordering period commences (i.e., post “start-up” period), the Contractor will be afforded a maximum of 20 days to source the item, obtain a stock number from the Agency (in the event that one does not already exist), and add the item to the ordering catalog via an 832 catalog transaction. The final step prior to the item being “live” on the catalog is for the Contracting Officer to determine the item's price “fair and reasonable.” Once this is complete, the item should remain a constant within the contractor's inventory, subject to limited seasonal and other availability issues. When requesting all item approvals (including new additions and/or changes to an existing item, such as pack size, etc.) with the Contracting Officer, the Contractor shall use the “Request for New Item” Form (Attachment 3). This form is mandatory and without it, no new items or changes to existing items will be processed by the Contracting Officer. (c) Upon receiving the award, it is expected that the Contractor assume the responsibility of introducing new produce items to the customers, as well as showing cost-effective alternatives to their current choices. However, the requirements will ultimately be determined by the customer(s) and added to the ordering catalog by the Contracting Officer per the process outlined below. 2. Catalog Pricing (a) Schedule of Items Pricing: Items priced in the Schedule of Items (see Attachment 1) will be included in the ordering catalog following award. Schedule of Items will be determined fair and reasonable prior to award. The final proposed price for each item in the Schedule of Items will be fixed as the catalog price during the first two weeks of customer ordering. (b) Contractor-Requested Catalog Price Changes: Upon award, all items included in the Solicitation's Schedule of Items that ultimately are included in the ordering catalogs have been deemed “fair and reasonable” from a pricing standpoint by the Contracting Officer. No further analysis is necessary with regard to those prices until said prices are subject to change per a request by the Contractor under the terms of the EPA provision. In accordance with said provision, a Contractor is permitted to submit a bi-weekly adjustment request for any items found on the catalog when consistent with actual price changes of said items encountered by the Contractor as reflected in the commercial market. When such a request occurs, the Contracting Officer is required to make an entirely new “fair and reasonable” determination of that item's new requested price. Prices are to be adjusted downward or upward, as appropriate, according to “last receipt” price, as defined under the EPA terms of this solicitation. If the new requested price cannot be found “fair and reasonable” by the Contracting Officer, the last approved price will remain effective for purposes of the ordering catalog and the Contractor shall continue support of that item(s) for Agency customers the following two-week period and beyond until a new “fair and reasonable” price is approved. The Contracting Officer's failure to approve a Contractor's request for a bi-weekly adjustment of a price will NOT result in the automatic removal of the corresponding item from the following ordering period's ordering catalog. In a circumstance where an item's price is “held over” from a prior two-week period, having not been adjusted due to the Contracting Officer's rejection of a subsequent bi-weekly price adjustment request (i.e. newly proposed price cannot be determined “fair and reasonable”), it is expected that the terms of the EPA provision continue to be strictly adhered to. It is unacceptable, and a breach of said terms, if a Contractor uses a “held over” price to overcharge the Government at a point when that price exceeds the item's true price as paid by the Contractor in its business, which reflects commercial market conditions for that item. Therefore, in the “held over” scenario as described above as well as all scenarios encountered during contract performance, price decreases are expected when and where applicable. Please note that the Contracting Officer has wide discretion in managing the above- CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 11 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) described processes and resolving any resulting issues. (c) Contractor-Requested Catalog Additions: Before an item is added to the catalog, the Contractor is required to submit to the Contracting Officer the “Request for New Item” Form as previously addressed (see Attachment 3). Said request shall include the stock number, Government item description including the quality grade of the item, proposed unit price with a corresponding supplier invoice or quote (quotes permitted in very limited circumstances as approved by the Contracting Officer; e.g. Contractor never purchased item before or stale prices due to seasonality), and previously agreed upon distribution price. The request is due by 9:00 A.M. Eastern Time (ET) (standard or daylight as applicable) on the Monday prior to Wednesday's catalog updates. Please note that meeting this deadline does not guarantee that the item's price will be approved as “fair and reasonable” nor does it mean that the Contracting Officer will have been able to complete his/her review of the request prior to the time necessary to incorporate it into the following ordering period's ordering catalog. The Contracting Officer will review the catalog addition request and upon determining the price fair and reasonable will contact the Contractor to indicate acceptance. The Contractor shall then include the item on the next scheduled Wednesday catalog update after the request is approved. Should the proposed price fail to be determined “fair and reasonable,” the Contracting Officer will conduct negotiations with the Contractor. If, after negotiations, the proposed price still cannot be determined “fair and reasonable,” the item will not be added to the catalog. (d) Pricing Requirements: The Contractor's catalog prices, as awarded, constitute the initial catalog prices. These prices are in effect during the first two ordering weeks (from Sunday at 12:00 AM (Eastern Time (ET), standard or daylight as applicable) through 11:59 PM on the Saturday of the second week following (i.e. the 14th day). The prices shall remain in effect for all subsequent ordering periods, except as otherwise adjusted in accordance with the EPA provision. VII. ECONOMIC PRICE ADJUSTMENT (“EPA”) - ACTUAL MATERIAL COSTS FOR SUBSISTENCE FRESH FRUITS & VEGETABLES (“FF&V” or “Produce”) AND SHELL EGGS MODEL A. Warranties. For any items covered by this EPA language, the Contractor warrants that: 1. Contract Unit Price and the components of the Contract Unit Price, i.e., Delivered Price and Distribution Price, shall not include allowances for any portion of the contingency covered by this language; and 2. Price adjustments requested during the performance of the contract shall be computed in accordance with the provisions of this language. B. Definitions. As used throughout this language the term: 1. “Contract Unit Price” means the total price per unit of a particular item charged to the Government for a product delivered to customers under this contract. The Contract Unit Price consists of two separate and distinct components: 1) Delivered Price, less Rebates/Discounts, and 2) Distribution Price. The unit price sum of these two components shall be rounded up or down to the nearest cent, to determine the Contract Unit Price. 2. “Delivered Price” (i) “Delivered Price” means the commercial manufacturer, grower, or private label holder price per unit charged to the Contractor, inclusive of standard freight to the Contractor's facility/facilities, for the purchase of a CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 12 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) representative quantity of the item as compared to orders under this contract. Delivered Price is the manufacturer, grower, or private label holder price that is input into the Contractor's purchasing system as the starting basis for its pricing to customers prior to applying or deducting any additional costs or expenses, such as distribution, overhead, profit, rebates/discounts, or other costs/expenses stemming from separate financial arrangements. Delivered Price shall be substantiated with an actual invoice paid by the Contractor. In limited circumstances, quotations may be used to substantiate a Delivered Price, but only with specific approval of the Contacting Officer. The Delivered Price shall not include costs to be included in the Distribution Price. (A) Redistributor Exception: On a case-by-case basis, for a specific item or stock keeping unit (“SKU”), a contiguous United States (CONUS) redistributor's most recent commercial price per unit, inclusive of standard freight to the Contractor's facility/facilities to the Contractor of a representative quantity of product as compared to orders under the contract may be used to establish Delivered Price. A redistributor's commercial price may only be used to establish Delivered Price when the redistributor's price for the quantity ordered is equal to or lower than a manufacturer's, grower's, or private label holder's current market price for a representative quantity of product inclusive of rebates/discounts. The Contracting Officer must specifically approve the use of this exception. When seeking approval for the use of this exception, at a minimum, the Contractor must supply invoices from the redistributor. Quotes from the redistributor are unacceptable. Additional supporting documentation (e.g., published price list, manufacturer letter, or similar proof of price comparison) may be required. The determination of whether the supporting documentation offered is sufficient to establish a manufacturer's, grower's, or private label holder's current market price, as well as the decision to permit the use of this exception, rests solely with the Contracting Officer. 3. “Distribution Price(s)” means the firm-fixed price portion of the Contract Unit Price, offered as a dollar amount per unit of issue, rounded up or down to the nearest cent. The Distribution Price component includes all costs associated with the Contractor's performance that are not included in the Delivered Price, including, but not limited to: human resources, insurance, special packaging, overhead, profit, transportation from the Contractor's facility or other place of performance to the end customers, split-case fees, ancillary in-house processing fees, subcontractor costs, etc. 4. “Grower” means the business concern that raises produce for marketing. 5. “Manufacturer” means the business concern that, with its own facilities, performs primary activities of processing or transforming agricultural products into the end item being acquired. 6. “Ordering Catalog” means the electronic listing of items and Contract unit prices available for ordering under this contract. 7. “Ordering Period” means from Sunday at 12:00 AM (Eastern Time (ET), standard or daylight as applicable) through 11:59 PM on the second Saturday following (i.e., the 14th day). 8. “Private Label Holder” means: (i) A manufacturer or grower with whom the Contractor holds an ownership and/or financial interest, or ownership and/or financial interest in a specific item(s) produced by a manufacturer or grower; CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 13 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) (ii) An entity holding an intellectual property interest, whether by ownership or license, in the label under which product is being sold in the commercial marketplace; or (iii) An entity holding exclusive marketing and/or sales authority of a product, or one holding property rights in a proprietary product formula. 9. “Rebates/Discounts” means all rebates, discounts, product allowances, food show discounts, early payment discounts (other than qualifying early payment discounts as may be defined elsewhere in this contract), and any other rebates, discounts, economic incentives, or similar financial arrangements available at the manufacturer, grower, private label holder, or redistributor level that ultimately reduces the Contractor's price paid for a product supplied under the contract. In accordance with this language as well as other provisions of this contract, and subject to any applicable exceptions, all rebates/discounts shall be passed on to the Government via a reduced catalog price for the item to which the rebates/ discounts pertain (i.e., “off invoice”). Any rebates/discounts that cannot be applied as an up-front price reduction must be submitted to the Contracting Officer via check payable to the U.S. Treasury, with an attached itemized listing of all customer purchases by line item, including contract number, call number, purchase order number and contract line item number (“CLIN”). 10. “Redistributor” means an entity independent of the contractor that operates in the existing commercial marketplace and from which the contractor purchases product for purposes of consolidating quantities and/or obtaining lower delivered prices. Examples may include brokers, dealers, distributors, and buying groups. 11. “Standard Freight” means the published list price or prevailing market rate for transportation of items ordered under this contract from the manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies) to the Contractor's facility/facilities. Standard Freight must be documented in an invoice; however, quotes may be an acceptable form of substantiation in limited circumstances and if authorized by the Contracting Officer. Standard freight may include certain ancillary costs associated with transportation which are consistent with commercial practice in the produce industry, including, but are not limited to, pallets, temperature recording devices, Tectrol, etc. (i) In the event that the Contractor picks up its own product directly from a manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies) on an F.O.B Origin basis, or arranges for delivery transportation from a third party source other than the manufacturer, grower, private label holder, or redistributor (when the Redistributor Exception applies), the standard freight cost shall be based on market tariffs/conditions and consistent with prevailing market rates. At no time shall that cost exceed the manufacturer's, grower's, private label holder's, or redistributor's, or such entity's carrier's freight price normally payable by the Contractor for inbound shipments of such products and quantities to the Contractor's facility(ies). C. Price adjustments. 1. General. (i) All Contract Unit Prices must be fixed and remain unchanged until changed pursuant to this language or other applicable provision of the contract. Only the Delivered Price component of the Contract Unit Price is subject to adjustment under this section. After the first ordering period, if the Contractor's Delivered Price changes for any CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 14 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) or all Contract Unit Prices, the Contract Unit Price shall be changed in the next period's ordering catalog upon the Contracting Officer's approval of the Contractor's request, which must be submitted in accordance with paragraph (iii) below, by the same dollar amount of the change in the Delivered Price, subject to the limitations in paragraphs C.2 and D, below. Any price changes approved by the Contracting Officer shall become effective at the beginning of the next ordering period. All ordering catalog unit prices computed in accordance with this section and in effect when an order is placed shall remain in effect for that order through delivery. DLA Troop Support will be charged the Contract Unit Price in effect at the time the order is placed, regardless of any changes in the Contract Unit Price occurring before delivery or in any subsequent ordering period. (ii) Delivered Prices included in the catalog must equal the Contractor's last receipt price for the item as reflected in an invoice (or quote in limited circumstances) for a representative quantity compared to typical Government purchases. For the purpose of the contract catalog, the “last receipt price” means the price of the product charged on the most recent invoice at the time the price change is requested. For example, if by Wednesday (i. e., the day price change requests are due to the Contracting Officer) the Contractor had recently received two invoices for the product in question, one on Monday and one on Tuesday, then the most recent invoice is the one from Tuesday (assuming it contains a representative quantity as described above). It is important to note that a Delivered Price must in almost all cases be justified using an invoice as described in this paragraph. Use of a quote is only permitted in extremely limited circumstances, such as when an item has not been purchased before by the Contractor or the price of the item is stale due to seasonality and other similar issues. Outside of those limited circumstances, which will be reviewed and approved by the Contracting Officer on a case-by-case basis, a Delivered Price will not be substantiated by using the price of an item that is the latest to arrive at the Contractor's facility but does not yet have an invoice to support it. Ultimately, the invoice (or quote in limited circumstances) justifying the Delivered Price request is subject to review by the Contracting Officer at the time the request is made. (iii) Updates to the Delivered Price: All notices and requests for new item Delivered Prices and price changes shall be submitted bi-weekly, no later than 12:00 p.m. (Noon) Eastern Time on Wednesday to be effective in the following ordering period's ordering catalog. Invoices submitted to support price change requests shall also identify all rebates/discounts that will be subtracted from the requested delivered prices when calculating the revised contract unit prices that would go on the catalog. The Contractor shall notify the Contracting Officer of its notice/request in the form of an electronic data interchange (“EDI”) 832 transaction set when using STORES or an update to FFAVORS web. The change notice shall include the Contractor's adjustment in the Delivered Price component of the applicable Contract Unit Price. Upon the Contracting Officer's acceptance of such EDI 832/FFAVORS Web price changes in accordance with paragraph (v) below, the price change transaction sets will post in the next ordering period's ordering catalog and each Contract Unit Price shall be changed by the same dollar amount of the change in the Delivered Price in the next ordering period's ordering catalog. (iv) All price changes, and catalog contract prices, are subject to review by the Government. The Contracting Officer may, at any time, require the submission of supporting data to substantiate any requested price change or the requested continuation of the pre-existing price for any item, including prices applicable to prior ordering periods. Upon notice from the Contracting Officer that supporting data is required, the Contractor shall promptly furnish to the Government, all supporting data, including, but not limited to, invoices, quotes, price lists, documentation regarding rebates/discounts, and any other substantiating information from the Contractor and any and all of its suppliers in the supply chain, including the manufacturer, grower, private label holder, or redistributor. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 15 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) (v) Price change requests that the Contracting Officer questions or finds to be inconsistent with the requirements of this provision shall not be posted until the Contracting Officer specifically authorizes the posting. If the Contracting Officer does not notify the Contractor by 9:00 a.m. Eastern Time each Friday that a price or a price change request is being questioned or has been found to be erroneous, the price change(s) will post to the ordering catalog effective the beginning of the following ordering period. The posting of updated prices in the ordering catalog, calculated in accordance with this section, constitutes a modification to this contract. No further contract modification is required to effect this change. Any changes that post to the ordering catalog do not constitute a waiver of any of the rights delineated elsewhere in the Solicitation, any resulting contract(s), or otherwise by law or regulation. (vi) Should the Contracting Officer determine that, or question whether, a price change request contained an erroneous Contract Unit Price or price change, or cannot otherwise determine the changed price(s) to be “fair and reasonable,” such as when the changed price(s) is(are) higher than delivered prices for items of comparable quality which are reasonably available to the Government or Contractor from other sources, the Contracting Officer will so advise the Contractor, prior to 9:00 a.m. Eastern Time on Friday. If the Contracting Officer cannot determine a price fair and reasonable, and the Contracting Officer and the Contractor cannot negotiate a fair and reasonable price, the Contracting Officer may reject any price change and direct, in writing, that the item in question be retained on the catalog at the most recent previously-approved price consistent with current market conditions. In the alternative, the Contracting Officer may authorize the removal of an item. (vii) In the event of a price change not posting or an ordering catalog Contract Unit Price not computed in accordance with this section, resulting in an incorrectly increased or decreased Contract Unit Price, upon discovery of such occurrence the Contractor shall immediately notify the Contracting Officer in writing and promptly thereafter correct its ordering catalog. In the event of an erroneous price increase in the ordering catalog, the Contractor shall submit a refund, including interest if applicable, for any amounts paid to the Contractor resulting from the erroneous price. In the event of an erroneous price decrease in the ordering catalog, the Contractor may submit a request for an equitable adjustment in the amount of the undercharge for consideration by the Contracting Officer. The request may be entertained if the Contractor can demonstrate to the satisfaction of the Contracting Officer that the error did not result from the fault or negligence of the Contractor. The Contractor will not be entitled to reimbursement if the undercharge was the fault or negligence of the Contractor. 2. Limitations. All adjustments under this section will be limited to the effect on Contract Unit Prices of actual increases or decreases in the Delivered Prices for material. There shall be no upward adjustment for -- (i) Supplies for which the Delivered Price is not affected by such changes; (ii) Changes in the quantities of materials; and (iii) Increases in Contract Unit Prices that the Contracting Officer determines are computed incorrectly (i.e., not adhering to the Contract Unit Price definition in this provision) and/or increases in Contract Unit Prices that the Contracting Officer determines are not fair and reasonable. D. Upward ceiling on economic price adjustment. The aggregate of Delivered Price increases for each item under this section during the entire contract period shall not exceed 120% for Department of Defense (DoD) Troop, 70% for United States Department of CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 16 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) Agriculture (USDA) School and 100% for USDA Reservation customers, of the initial contract Delivered Price, except as provided below: 1. If at any time the Contractor has reason to believe that within the near future a price adjustment under the provisions of this language will be required that will exceed the Delivered Price ceiling for any item, the Contractor shall promptly notify the Contracting Officer in writing of the expected increase. In the event that the latest actual market price for an item does result in a Delivered Price that exceeds the allowable ceiling price under the contract, the Contractor shall immediately notify the Contracting Officer in writing or via its EDI 832/FFAVORS Web price change request no later than the time specified in paragraph C.1.(iii), above. With either such notification, the Contractor shall include a revised ceiling that the Contractor believes is sufficient to permit completion of remaining contract performance, along with appropriate explanation and documentation as required by the Contracting Officer. 2. The price change shall be posted for the following period's ordering catalog. If an actual increase in the Delivered Price would raise the price for an item above its current ceiling, and the Contracting Officer and Contractor cannot negotiate a fair and reasonable price below the ceiling or if the Contracting Officer does not issue a contract modification to raise the ceiling, the Contracting Officer may reject the price change and direct that the item be retained on the contract at the last approved price. If the Contracting Officer decides to retain the item, the contractor shall continue to perform with the item at the last approved price. In the alternative, the Contracting Officer may authorize the removal of an item. The decision regarding whether to modify the contract, retain the item, or remove the item rests solely with the Contracting Officer. E. Downward limitation on economic price adjustments. There is no downward limitation on the aggregated percentage of decreases that may be made under this section. F. Price Audit. The Contracting Officer may require the Contractor to submit invoices and other documentation from all subcontractors at all tiers and/or all suppliers or persons in the Delivered Price supply chain, up to and including the grower, manufacturer, and/or redistributor, for the purpose of confirming Delivered Prices charged to the Government, as well as to substantiate all rebate/ discounts applicable to orders under the contract. In performing the price audit, the Government shall have the right to examine books, records, documents and other data, to include commercial sales data, that the Contracting Officer deems necessary to verify Contractor adherence to the provisions of this section and any other terms and conditions of the contract. Such price audits may occur up to twice a year (except as provided for below) until the end of 3 years after the date of final payment under this contract or the time periods specified in Subpart 4.7 of the Federal Acquisition Regulation (“FAR”), whichever is earlier. In addition to price audits, the Government may conduct additional examinations of records, as required by the Contracting Officer to ensure contract compliance. G. Final invoice. The Contractor shall include a statement on the final invoice for each order that the amounts invoiced hereunder have applied all decreases required or authorized by this section. H. Disputes. Any dispute arising under this section shall be determined in accordance with the “Disputes” clause of the contract. VIII. REBATES/DISCOUNTS AND PRICE-RELATED PROVISIONS (COMPONENT PRICE MODEL FOR PRODUCE) A. Terms used in this provision shall have the same definition as those included in Economic Price Adjustment (EPA) language, included in Section VII. B. Rebates/Discounts CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 17 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) 1. All NAPA discounts, food show discounts, early payment discounts (except Qualifying Early Payment discounts discussed herein), and other discounts, rebates, allowances, economic incentives, financial arrangements, or other benefits, which reduce the Contractor's price paid for products supplied under this contract or which are otherwise attributable to products sold under this contract, shall be passed to the Government via a reduced catalog price. Any Rebates/Discounts that cannot be applied as an up-front price reduction must be submitted via check payable to the U.S. Treasury, with an attached itemized listing of all customer purchases by line item, including contract number, call number, purchase order number and contract line item number (“CLIN”). Instructions for identifying discounts, rebates, allowances or other economic incentives or benefits that shall be provided to the Government or retained by the Contractor are set forth in the submission requirements in the Business Proposal/Pricing and in the Management Reports section of the Statement of Work. 2. The Contractor shall employ prevailing commercial methods in the pursuit of discounts, rebates, allowances or other economic incentives or benefits for the Government throughout the period of performance of this contract. 3. The Contractor may retain Qualifying Early Payment discounts that meet the following conditions: (i) The Early Payment discount is an incentive to encourage payment earlier than the normal payment due date; (ii) The Early Payment discount is consistent with commercial practice; (iii) The Early Payment discount is routinely given by the manufacturer, grower, private label holder, or redistributor to their customers, other than the Contractor, at the same discount rate and under the same conditions as provided to the Contractor; (iv) The Early Payment Discount is not established, requested, or negotiated for the purpose of avoiding giving DLA Troop Support a lower cost or application of a rebate/discount resulting in a higher invoice price; (v) The Early Payment discount is no more than 2 percent of the manufacturer's, grower's, private label holder's, or redistributor's invoice and the early payment is required within 10 days to obtain the discount; and (vi) The contractor actually made the required payment within the time period required to receive the discount. 4. The Government may require the contractor to submit invoices and other documentation from all subcontractors (as defined in FAR Part 44.101) and/or any entity in the delivered price supply chain to substantiate or identify any Rebates/Discounts. If the Contracting Officer determines, after reviewing an invoice or other documentation, that a Rebate/Discount should have been, but was not, passed on to the Government, the Government shall be entitled to a refund in the amount of the overcharges, inclusive of interest. If the Contractor believes it erroneously credited a rebate/discount to the Government, Contractor may submit a request for an equitable adjustment for the amount of the undercharge. The request may be entertained if the Contractor can demonstrate to the satisfaction of the Contracting Officer that the error did not result from the fault or negligence of the Contractor. The Contractor will not be entitled to reimbursement if the undercharge was the fault or negligence of the Contractor. 5. The Contracting Officer, and/or authorized representative(s), shall have the right to examine and audit the Contractor's records relevant to pricing under the contract, including records related to the existence and proper accounting of rebates, discounts, etc. The Government may also review/audit the Contractor's electronic purchasing system to confirm that the Delivered Price of a product sold to the Government is accurate. 6. Failure on the part of the Contracting Officer to identify non-compliance with this provision or to challenge the Contractor's erroneous interpretation of this provision shall not constitute waiver or a defense against the Government's entitlement to any of Rebates/Discounts or any other remedies afforded by this section, the contract, or other applicable laws and regulations. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 18 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) IX. DOMESTIC NON-AVAILABILITY DETERMINATION - FRESH FRUITS AND VEGETABLES A. A Class Domestic Non-Availability Determination (“DNAD”) for Federal Supply Class 8915, Fresh Fruits and Vegetables (FF&V), dated 16 May 2008 was approved and is in effect for the DLA Troop Support/DLA Produce Long-Term Contracts. This DNAD establishes a limited Berry Amendment waiver to the requirements of DFARS 252.225-7012, Preference for Certain Domestic Commodities, which is applicable to this Solicitation. As a result of the DNAD, non-domestic FF&V may be supplied under this contract when domestic FF&V of satisfactory quality and sufficient quantity cannot be procured as and when needed at U.S. market prices. This determination will remain in effect until these circumstances have changed and the DNAD is formally rescinded. B. The DNAD as applied affects resulting contracts supporting Department of Defense customers (i.e., Troops) only. C. Notwithstanding this DNAD, the USDA requires that fresh produce supplied via its Federal Entitlement for the USDA School Lunch Program must be from a domestic source. Therefore, the aforementioned DNAD does not impact or negate the Government's requirement for domestic produce in its contracts supporting Non-Department of Defense customers (i.e., Schools). X. ADDITION OF NEW CUSTOMERS A. Adding Customers within the Contract's Geographic Distribution Region/Zone: 1. After contract award, there may be instances when new customers request support of their fresh produce requirements. Additional DoD and/or Non-DoD federal government customers that request DLA Troop Support produce support may be added to the contract without any new acquisition or competition process, if the customer(s) is/are within the geographic distribution region/zone covered by this contract. 2. The decision as to whether a potentially new customer is within the contract region or zone and, thus, will be added to the contract without further competition and at the existing contract prices, will be the sole decision of the DLA Troop Support Contracting Officer. 3. Pursuant to the above, the Contracting Officer will instruct the Contractor to include the customer(s) at the effective contract prices applicable to that distribution zone/region. B. Adding Customers outside the Contract's Geographic Distribution Region/Zone: 1. This provision applies to the following customers: (a) A new DoD or Non-DoD federal customer that is deemed by the Contracting Officer to be outside the contract's geographic distribution region/zone. (b) An existing DoD or non-DoD federal customer that is deemed by the Contracting Officer to be outside the contract's geographic distribution region/zone but has been previously supported on a separate contract covering a geographic distribution region/zone. 2. The customers described in paragraph B.1., above, and their produce requirements, may be added to any contract resulting from this solicitation as follows: (a) In the judgment of the Contracting Officer, the customer(s) at issue is/are located in an area that is considered adjacent or proximal to the geographic distribution region/zone of the resulting contract. In a circumstance where the customer is CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 19 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) located in an area that is adjacent or proximal to multiple existing produce contracts, the decision of which contract is most satisfactory to the Government for purposes of adding the customer(s) will be the sole decision of the Contracting Officer, taking into consideration numerous factors, including but not limited to those contained in this provision. Further, to that end, it is the Contracting Officer's sole decision as to which existing contractors available in the aforementioned region/zone (s) will be solicited for the support of the customer(s). (i) The Contracting Officer will request distribution price proposals to support the subject new customer(s). Prior to any customer being added to the resulting contract, the Contracting Officer shall determine all proposed prices to be fair and reasonable. To this end, negotiations may be required, in which the same processes and procedures contained within the instant solicitation may be employed. (b) In the judgment of the Contracting Officer, the customer(s) at issue is/are not located in an area adjacent or proximal to the geographic distribution region/zone of the resulting contract, and/or the anticipated customer requirement is insubstantial, the customer(s) will not be added. C. Under no circumstance may the resulting contract's maximum dollar value be exceeded with the addition of any customer(s) and its respective produce requirements. XI. CUSTOMER SERVICE A. Troop, USDA, and other customers conduct periodic food menu boards and similar meetings that the Contractor may be required to attend. At these meetings, the customers typically review their internal business practices and may request that the Contractor show new products, demonstrate produce preparation, and/or provide nutritional information. B. The Contractor shall provide at least one full-time Customer Service representative to maintain continuous contact with all of the ordering customers, as well as at least one back-up representative. C. As an industry expert, the Contractor shall assume the responsibility of introducing new FF&V items to the customers, as well as to show cost-effective alternatives to their current choices, if the customer so desires. (For procedures to add items, see New Items paragraph under the Section VI. Electronic Ordering Catalogs.) However, the decision as to which items are ultimately included in the Ordering Catalog are at the discretion of the customer(s) and the Contracting Officer. XII. ORDERING SYSTEMS A. Subsistence Total Order & Receipt Electronic System (“STORES”): DOD customers will order using the STORES catalog as applicable. The Contractor is responsible for establishing and maintaining the STORES catalog in accordance with the STORES Catalog Vendor User Guide (Attachment 4). 1. Accessed via the Internet, STORES is the Government's translator/ordering system that is capable of accepting orders from any of the Services', i.e. Army, Air Force, Navy, or Marines, individual ordering systems and translating them into an Electronic Data Interchange (“EDI”) format. In addition, this information is passed to DLA Troop Support for the purposes of contractor payment and customer billing. 2. Customers will be able to order all of their requirements through STORES. The System will transmit orders to the Contractor and DLA Troop Support. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 20 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) 3. The Contractor is required to interface with STORES and must be able to support the following EDI transactions: 810 Electronic Invoice 820 Payment Voucher Information 832 Catalog (Outbound - Vendor to DLA Troop Support) 850 Purchase Order 861 Receipt 997 Functional Acknowledgement Note: A complete description of these transaction sets is included in the “EDI Implementation Guidelines” and can be found at https://www.dla.mil/Portals/104/Documents/TroopSupport/Subsistence/ STORES_and_EDI_Requirements.pdf, click STORES and EDI Requirements. 4. The Contractor shall have access to the Internet and be able to send and receive electronic mail (email). 5. Unit prices must be formatted not more than two (2) places to the right of the decimal point in all ordering catalogs. Standard rounding methods must be applied. For example, a price of $2.215 or higher must be rounded up to $2.22 and a price of $2.214 or lower must be rounded down to $2.21. 6. Contractors are required to utilize the Government's item descriptions on all electronic ordering catalogs (832 transmissions) as well as on its invoices, delivery ticket to customer and 810 invoice transaction set. 7. The Contractor will utilize the DLA Troop Support invoice reconciliation process, or other such systems as may become available, to the maximum extent, towards the goal of correcting invoices early and facilitating the payment process. 8. In the event the STORES system or the Contractor's interface is not operational, the Contractor must provide alternate ways for the customer to order (e.g., by fax, by phone, pick up orders, etc.) Be aware that even in this situation, however, it is mandatory that the Contractor subsequently place the same order through STORES when it becomes operational again in order to effect obligation/receipt/payment. 9. Public Key Infrastructure (“PKI”)/ External Certificate Authorities (“ECA”) Certificates: The Department of Defense (“DoD”) PKI Certificate will be required for all DoD users. A DoD PKI certificate will be required for all contractors. The requirement for PKI certificates is implemented in accordance with DoD security policy promoting secure electronic transactions. (a) Obtaining a PKI certificate: (i) Contractors who do not work on-site at a Department of Defense facility may purchase a DoD PKI certificate from one of three External Certificate Authorities (“ECAs”). The ECAs are vendors who provide digital certificates to DoD's industry partners who are using their own equipment or working in non - Governmental facilities. Certificate prices range from $99 - $179 per certificate per year, with volume discounts at some ECAs. A list of ECAs is available at the following web address: https://www.transactionservices.dla.mil/ daashome/pki_contacts.asp . https://www.dla.mil/Portals/104/Documents/TroopSupport/Subsistence/STORES_and_EDI_Requirements.pdf https://www.dla.mil/Portals/104/Documents/TroopSupport/Subsistence/STORES_and_EDI_Requirements.pdf https://www.transactionservices.dla.mil/daashome/pki_contacts.asp https://www.transactionservices.dla.mil/daashome/pki_contacts.asp CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 21 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) (ii) Each contractor must fully comply with the DoD requirement to implement PKI in order for our information systems to remain secure and viable. B. Fresh Fruits and Vegetable Order Receipt System (“FFAVORS”): USDA customers (School customers) will utilize the FFAVORS Web catalog as applicable. The Contractor, upon award, will be provided a User ID and password to Log in and receive orders through FFAVORS Web, a web-based ordering system. The Contractor is responsible for establishing and maintaining the FFAVORS WEB catalog in accordance with the FFAVORS Web Manual (Attachment 4). 1. Accessed via the Internet. FFAVORS WEB is the Government's ordering system for USDA Customers. It is capable of accepting orders from the schools. 2. Customers will be able to order all of their requirements through FFAVORS WEB. The system will transmit orders to the Contractor and DLA-Troop Support. 3. In the event that the FFAVORS WEB system is not operational, the Contractor must provide alternate ways for the customer to order (e.g., by fax, by phone, pick up orders). Be aware that even in this situation, however, it is mandatory that the Contractor subsequently place the same order through FFAVORS when it becomes operational again in order to effect obligation/receipt/payment. XIII. ORDER PLACEMENT, LEAD TIME, and ADJUSTMENTS/CANCELLATION OF ORDERS A. The minimum order requirement for any resultant contract is $150.00. This requirement shall be based on the aggregate total of orders for a specific delivery date to all customers located within a particular military base or delivery location. B. Troop customers shall place their orders to accommodate at a minimum a 2-day lead time, i.e., “skip day” delivery. For example, an order placed on Monday, September 1st would have a required delivery date of Wednesday, September 3rd. Orders may be placed with a longer lead time not to exceed 21 days in advance of the requested delivery date. See Attachment 2 Delivery Schedule. C. School customers shall place their orders to accommodate at a minimum a 4-day lead time. For example, an order placed on Monday, September 1st would have a required delivery date of Friday, September 5th. See Attachment 2 Delivery Schedule. D. All invoice pricing will be based upon the Contract Unit Price at time of order by the customer(s). Therefore, for any item ordered on a Friday to be delivered the following ordering period, pricing will be based upon the catalog price in effect the day of order (Friday in this example), regardless of whether the unit price for that item subsequently changes as part of the next ordering period's ordering catalog updates. C. Once submitted through the applicable electronic ordering system (i.e., STORES or FFAVORS), an order may be cancelled by a customer up to 1 day before scheduled delivery via written (e.g. Email) notification to the Contractor and the Contracting Officer. Less than 1 day from delivery, an order may be cancelled by mutual agreement between the customer and the Contractor. In the event of an act of God, such as extreme weather, the specific situation regarding a cancelled delivery, within less than 1 day, will be dealt with in an equitable manner by the Contracting Officer, who has the ultimate authority and discretion to resolve said issues. CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 22 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) D. Adjustments - For procedures discussing adjustments to order, refer to Attachment 4 (FFAVORS and STORES manuals). XIV. ITEM AVAILABILITY A. Contractors must have the ability to provide to the customers a wide range of FF&V items in sufficient quantities to fill all customer requirements and maintain the overall 98% contract fill rate. All supplies shall be delivered on a “fill or kill” per line-item basis (i.e., If a Contractor cannot fill a line item, the line item dies). Therefore, item substitutions are not authorized. B. Contractors shall notify the customer within 24 hours (for Troop customers) or within 72 hours (for School customers) of required delivery date/time of the non-availability of any particular ordered item, whether in whole or in part. The customer may choose to replace the non-available item with another item from the contract catalog by placing a new, separate order for the item in STORES or FFAVORS, as applicable. Assuming the proper procedure is followed, this circumstance (i.e., replacement of a not in stock “NIS” item with a separate order for another catalog item) will not negatively impact a Contractor's fill rate. XV. REPACKAGING & SPLITTING OF CASES A. For some items, DLA customers, particularly Schools, may require smaller pack sizes than are commonly available in the commercial marketplace. Such items are included in the instant Schedule of Items and may be added at a later date during contract performance. It is incumbent on the Contractor to determine how it will supply these items in accordance with the required pack sizes. In so doing, the Contractor may decide to split cases and repackage product at its own facility. B. Splitting cases and repackaging product, as described in the preceding paragraph, do not constitute processing, and, therefore, do not meet the conditions of a private label holder, as defined in Section VII. Accordingly, the Contractor is prohibited from including any costs associated with its own in-house splitting of cases and repackaging product in the Contractor's Delivered Price. Instead, the costs associated with in-house splitting cases and repackaging product must be included in the Contractor's Distribution Price. XVI. PACKAGING, PACKING, LABELING, AND MARKINGS A. All labeling, packaging and packing shall be in accordance with good commercial practice. Shipping containers shall comply with the National Motor Freight Classification and Uniform Freight Classification Code. B. To ensure that the carrier and the receiving activity properly handle and store items, standard commercial precautionary markings such as “KEEP REFRIGERATED” shall be used on all cases when appropriate. C. Protection during inclement weather is required. All products that are susceptible and sensitive to temperature must be protected by any means to prevent damage. XVII. DELIVERY INSTRUCTIONS A. Contractors shall ensure all products are delivered in sanitary trucks that are of a commercially acceptable standard. All delivery trucks must be equipped with a lift gate to expedite the offloading of products. Trucks shall maintain proper temperatures in accordance with standard commercial practices. Deliveries shall be FOB Destination to all delivery points. Delivery will be completed when the Contractor has unloaded the order(s) from the vehicle and placed them on the dock, and customer receiving personnel has accepted the delivery ticket, in accordance with Section XVIII below. All items will be delivered to customer locations free of damage and with all packaging and packing intact. The Contractor shall remove all excess pallets used for CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 23 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) delivery from the delivery point. See Attachment 2 Delivery Schedule. The Delivery Schedule is subject to change at no additional cost to the Government. B. Customers' delivery schedules (days and times), routes, and stop-off sequences will be coordinated and verified with the customers on a post-award basis by the Contractor immediately following award and on an annual basis as required. In general, each Troop customer receives three deliveries per week and each School customer receives one delivery per week. However, these schedules may be revised as necessary on a case-by-case basis at the approval of the Contracting Officer at no additional cost to the Government. C. Products for individual customers/dining facilities must be segregated. Many of the military bases have more than one delivery point. All products shall be palletized and segregated by drop-off point and loaded into the delivery vehicle in reverse drop sequence. The intent is to provide expeditious off-loading capability and delivery to the customers. D. The Contractor shall ensure that the personnel loading and delivering the product provide professional, prompt, and efficient service to the customer. Failure to adhere to these standards will be reported to the Customer Representative and the Contracting Officer by the affected customer(s) whereby appropriate corrective action will be coordinated with the Contractor. XVIII. INSPECTION AND ACCEPTANCE A. Inspection and acceptance of products will be performed at destination. The inspection is normally limited to identity, count and condition; however, this may be expanded if deemed necessary by either the military Veterinary Inspector, Dining Facility Manager, Food Service Advisor/Officer, or the Contracting Officer. Delivery vehicles may be required to stop at a central location for inspection before proceeding to the assigned delivery point(s). In addition, the delivery vehicles will be inspected for cleanliness and condition. Supplies transported in vehicles that are unsanitary, or which are not equipped to maintain prescribed temperatures, may be rejected without further inspection. Failure to identify latent defects or similar issues at time of acceptance will not absolve the Contractor of its liability or preclude the customer from obtaining an appropriate remedy upon the timely discovery of said defects or issues after-the-fact. In this circumstance, the customer shall notify the Customer Representative who will coordinate with the Contracting Officer in seeking an appropriate resolution. B. The authorized Government receiving official at each delivery point is responsible for inspecting and accepting products as they are delivered. The delivery ticket shall not be signed prior to the inspection of each product. All overages/shortages/returns are to be noted on the delivery ticket by the receiving official and truck driver. The authorized Government receiving official's signature and printed name on the delivery ticket is required for acceptance of the product. The contractor MUST ensure that both the receiving official's and the truck driver's signature, printed name, and title are legible. Failure to adhere to this requirement can severely limit the Contracting Officer's judgment, which may result in disputes going against the Contractor. C. Delivery Ticket and related information. No electronic invoice may be submitted for payment until acceptance is verified. 1. Troops: The Contractor shall provide three copies of the delivery ticket with the shipment. The first copy is provided to the receiving official (i.e., the customer) who will use the delivery ticket as the new receipt document. The Contractor (or its agent) will retain the second copy for invoicing and the Contractor will forward the final copy (Either as the driver leaves the base or faxed/emailed within 24 hours of delivery) to the Logistics Center “LC” or Industrial Supply Center “ISC” located at the prospective Base. 2. Schools: The Contractor shall provide two copies of the delivery ticket with the shipment. The first copy is provided to the receiving official (i.e., the customer) who will use the delivery ticket as the new receipt document. The second copy will CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 24 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) be retained by the Contractor (or its agent) for invoicing. XIX. AUTHORIZED RETURNS A. The Contractor shall accept returns under the following conditions: 1. Products shipped in error. 2. Products damaged in shipment. 3. Products with concealed or latent damage. 4. Products that are recalled. 5. Products that do not meet shelf-life requirements. 6. Products that do not meet the minimum quality requirements as defined for the items listed in the schedule. 7. Products delivered in unsanitary delivery vehicles. 8. Products delivered that fail to meet the minimum/maximum specified temperature. 9. Quantity excess as a result of catalog error by the Contractor. 10. Products that are not from a sanitarily approved source. 11. Products that do not comply with DFARS 252.225-7012 Preference for Certain Domestic Commodities (Berry Amendment), if no exception to this clause is applicable (see DNAD explanation above). 12. Any other condition not specified above that is deemed by the customer to be valid reasons for return, confirmed by the Contracting Officer within his/her discretion. XX. REJECTION/RETURN PROCEDURES A. In the event an item is returned for any of the reasons cited in Section XIX., the delivery ticket/invoice shall be annotated as to the item(s) rejected/returned. These items shall then be deducted from the delivery ticket/invoice. The invoice total must be adjusted to reflect the correct dollar value of the shipment. Replacements will be authorized based on the customer's needs. On an as- needed basis determined by customer need, same day re-delivery of items that were previously rejected shall be made, so that the customer's food service requirements do not go unfulfilled for that day. The re-delivered items will be delivered under a separate invoice utilizing the same call number, contract line item number, and purchase order number for the discrepant line. These re-deliveries will not constitute an emergency order requirement. B. In the event a product is rejected after initial delivery is made, the Contractor will pick up the rejected product or make other disposition arrangements deemed acceptable by the customer. Credit due to the ordering activity as a result of the rejected product being returned, will be handled through a receipts adjustment process in STORES or FFAVORS, as applicable. If the Contractor has already been paid for the product, a claim will be issued through DLA TROOP SUPPORT's financial system and the Contractor shall promptly pay the claimed amount. In all cases, one (1) copy of the credit memo is to be given to the customer and one (1) copy of the credit memo is to be sent to the DLA TROOP SUPPORT Contracting Officer. C. It is a requirement of this solicitation that product shall be inspected upon receipt as promptly as practicable. However, failure to promptly inspect or accept supplies shall not relieve the contractor from responsibility, nor impose liability on any of the customers, for nonconforming supplies. See clause 52.212-4, paragraph (o) and addendum to clause 52.212-4, paragraph 1. XXI. INVOICING A. Each delivery will be accompanied by the Contractor's delivery ticket/invoice. The customer shall sign all copies of the invoice/ CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 25 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) delivery ticket. Any changes must be made on the face of the delivery ticket/invoice; attachments are not acceptable. See Section XVIII, para. C. B. No paper invoices shall be submitted to DFAS for payment. For all orders placed via STORES and sent via EDI transaction set 850, invoicing for payment is to be filed electronically using EDI transaction set 810 (see https://www.dla.mil/TroopSupport/ Subsistence, Select supply chains: select Subsistence, select Doing Business With Subsistence, select Stores, select EDI Requests for EDI Requirements). C. For all orders downloaded via USDA's customer ordering website FFAVORS web, invoicing for payment shall be done via invoice link from FFAVORS web homepage, https://www.fns.usda.gov/usda-foods/fresh-fruits-and-vegetables-order-receipt-system- ffavors. D. All invoices submitted by the Contractor must be “clean”, i.e. all debits and/or credits must be reflected on the invoice prior to its submission. The Contractor is required to ensure the accuracy of its invoices. The Reconciliation Tool in STORES and/or Invoicing Tool in FFAVORS Web provides the Contractor the ability to ensure said accuracy. E. All internal debit/credit transactions must be completed prior to the submission of the invoice. Invoice lines that do not contain the correct invoice data and/or contain incorrect quantities delivered or prices charged will be rejected. The Contractor will be responsible for correction and re-submission. F. The same invoice cannot be submitted with different dollar amounts. G. The 810 invoices do not go through a testing phase. The Contractor immediately begins sending its invoices in once it has successfully sent its first 850 purchase order. H. Any manually keyed, or emergency, orders must contain the word “Emergency” in the Purchase Order field when the invoice is submitted for payment. In addition, the CALL number and contract line item number (CLIN) will be entered as “9999” on the invoice. Failure to follow this procedure may result in the rejection of the Contractor's invoice. I. For catch weight items, standard rounding methods must be observed, i.e., less than .5 is rounded down; greater than or equal to .5 is rounded up. All weights must be rounded to whole pounds using standard rounding methods. Any line submitted for other than whole numbers will be rejected and require correction and re-submission by the Contractor. Note: Currently, no catch weight items apply to this Solicitation. This does not preclude the possibility that catch weight items may be added in the future for certain items. J. Unit prices and extended prices must be formatted not more than two (2) places to the right of the decimal point. Standard rounding methods must be applied. For example, a price of $2.215 or higher must be rounded up to $2.22 and a price of $2.214 or lower must be rounded down to $2.21. K. Although invoices must be submitted electronically via an 810 Electronic Invoice; the following address must appear in the “Bill To” or “Payment Will Be Made By” block of the Contractor's invoice. DEF FIN AND ACCOUNTING SVC BSM, P O BOX 182317 COLUMBUS OH 43218-2317 https://www.fns.usda.gov/usda-foods/fresh-fruits-and-vegetables-order-receipt-system-ffavors https://www.fns.usda.gov/usda-foods/fresh-fruits-and-vegetables-order-receipt-system-ffavors CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 26 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) Each invoice shall contain sufficient data for billing purposes. This includes, but is not limited to: 1. Contract Number 2. Call or Delivery Order Number 3. Purchase Order Number 4. DoD Activity Address Code (DODAAC) 5. Contract line item numbers (CLINs) listed in numeric sequence (CLIN order) 6. Item nomenclature 7. Local Stock Number (LSN) or National Stock Number (NSN), as applicable 8. Quantity purchased per item in DLA Troop Support's unit of issue 9. Total dollar value on each invoice (reflecting changes to the shipment, if applicable) L. Invoice transactions may be submitted to DLA Troop Support daily. All internal debit/credit transactions must be completed prior to the submission of the invoice. Invoice lines that do not contain the correct invoice data and/or contain incorrect quantities delivered or prices charged will be rejected. The Contractor will be responsible for correction and re-submission. M. Invoice Reconciliation. The following tools have been developed to provide an additional method for the Contractor to ensure the accuracy of its own internal accounting process. 1. For STORES: Vendor Reconciliation Tool - In an effort to improve the payment process, Contractors are required to view what the customer has or has not receipted via the DLA Troop Support STORES website: https://www.stores.dla.mil/ stores_web/Admin_Logon.aspx. The Contractor will have access to “un-reconciled” information, i.e., the invoice does not match the receipt because of the quantity and/or price discrepancy or because the customer has not posted a receipt. Both invoice information and receipt information will be available for review on the website by the Contractor. While the Contractor will not have the capability to update customer receipt information, update capability will be available for un- reconciled invoice information for 120 days. It is the Contractor's responsibility to ensure accurate invoices. 2. For FFAVORS: Invoicing Tool - In an effort to improve the payment process, Contractors are required to view what the customer has or has not receipted via the USDA FFAVORS website: http://www.fns.usda.gov/fdd/fresh-fruits-and- vegetables-order-receipt-system-ffavors. The Contractor will have access to “un-reconciled” information, i.e., the invoice does not match the receipt because of the quantity and/or price discrepancy or because the customer has not posted a receipt. Both invoice information and receipt information will be available for review on the website by the Contractor. It is the Contractor's responsibility to ensure accurate invoices. XXII. PRICE AUDITS A. Price Audits. Contractors are advised that the Government may conduct price verification analysis of the Contractor's performance on the resulting contract in the following manner: 1. At the Contracting Officer's discretion, an internal Price Verification Team in conjunction with the Contracting Officer may require the Contractor to provide copies of specific invoices from suppliers, as defined in the EPA provision of this Solicitation, covering up to 100 items that were included on the catalog at a given time. 2. The Price Verification Team will request the above documentation in writing and the Contractor will have thirty (30) days after the request to furnish the documentation. 3. A report of overcharges and undercharges (if applicable) will be forwarded to the Contractor, and the Contractor may be \hich\af1\dbch\af37\loch\f1 htt\hich\af1\dbch\af37\loch\f1 p\hich\af1\dbch\af37\loch\f1 ://www.fns.us\hich\af1\dbch\af37\loch\f1
da.gov/fdd/fresh-fruits-and-vegetabl\hich\af1\dbch\af37\loch\f1 es-orde\hich\af1\dbch\af37\loch\f1 r-recei\hich\af1\dbch\af37\loch\f1 pt-\hich\af1\dbch\af37\loch\f1 system-ffavors\hich\af1\dbch\af37\loch\f1 \hich\af1\dbch\af37\loch\f1 htt\hich\af1\dbch\af37\loch\f1 p\hich\af1\dbch\af37\loch\f1 ://www.fns.us\hich\af1\dbch\af37\loch\f1
da.gov/fdd/fresh-fruits-and-vegetabl\hich\af1\dbch\af37\loch\f1 es-orde\hich\af1\dbch\af37\loch\f1 r-recei\hich\af1\dbch\af37\loch\f1 pt-\hich\af1\dbch\af37\loch\f1 system-ffavors\hich\af1\dbch\af37\loch\f1 CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 27 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) required to pay the Government for the net amount owed for overcharges. The Government reserves all rights and remedies provided by law or under the contract in addition to recovering any overcharges. Undercharges will be evaluated by the Contracting Officer on a case-by-case basis consistent with other terms and conditions of the solicitation and resulting contract. 1. The Government may elect to expand / reduce the scope of the price verification analysis, and frequency of future analyses, as deemed appropriate by the Contracting Officer. B. The Government reserves the right to conduct additional price audits as necessary in the opinion of the Contracting Officer to verify price accuracy and potentially recoup any overcharges. In such instances, the Contractor will be required to submit invoices and any other supporting price documentation that the Contracting Officer deems appropriate. XXIII. FILL RATE A. Order fill rates shall be calculated by the Contractor on an on-time, per order basis and tracked for monthly submission to the Contracting Officer/Account Manager. To ensure accuracy in the Contractor's reported fill rates, the Government will utilize its own internal data for comparison purposes. The fill rate shall be calculated as follows and shall not include mis-picks, damaged cases or rejected items (No other method of calculating fill rate will be accepted): Cases Accepted / Cases Ordered * 100 = Fill Rate % B. Definitions: 1. Cases Accepted: Product that the customer has received and receipted not including damaged cases, rejected items, or mis-picks. 2. Cases Ordered: Product ordered by a customer through STORES or FFAVORS. C. Contractor is required to maintain at a minimum a 98.0% fill-rate. D. The Contractor will submit a monthly report, by customer, to the DLA Troop Support Contracting Officer with the following information: 1. Fill Rate 2. List of all items that were Not in Stock, Returned, Damaged, and/or Mis-picked. XXIV. HOLIDAYS A. All orders are to be delivered on the specified delivery date, except for Federal holidays, as outlined below. When a scheduled delivery day falls on one of these days, delivery should occur on the next business day, unless otherwise agreed to by the customer. New Year's Day Labor Day Martin Luther King Jr's Birthday Columbus Day Presidents' Day Veterans Day Memorial Day Thanksgiving Day Juneteenth Day Christmas Day CONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED: PAGE 28 OF 93 PAGES CONTINUED ON NEXT PAGE SPE300-21-R-0031 Form (CONTINUED) Independence Day B. Note: Holidays falling on a Saturday are normally observed on the preceding day (Friday); holidays falling on a Sunday are normally observed on the following day (Monday). XXV. EMERGENCY ORDERS A. Troop requirements can accelerate and surge during wartime, civil emergencies, natural disasters, adverse weather or other conditions. Therefore, last minute ordering may take place as necessary to fulfill customers' requirements. B. For Troop customers only, the Contractor will provide up to one emergency order per month per customer at no additional cost to the Government. As specified by the customer, all emergency order(s) for supplies must be same day or next day. Expeditious fulfillment of the emergency requirement is imperative. Unless otherwise noted by the Contractor, the Contractor's Tailor Vendor Logistics Specialist (“TVLS”) or Customer Service Representative (“CSR”) will be the point of contact for emer