JUSTIFICATION AND APPROVAL SCT (Phase 1B) REDACTED - C and S.pdf.pdf

Control Number: HQC002-26-08 Justification for Other than Full and Open Competition

A. Justification

1. Contracting Office:

Defense Commissary Agency (DeCA), Acquisition Management Directorate, Resale Division, 1300 Eisenhower Ave, Fort Lee, VA 23801

2. Type of Contracting Action:

This Justification and Approval (J&A) authorizes the award of a sole-source, single-award indefinite delivery, indefinite quantity (IDIQ) contract for the supply of brand-name commercial products for resale in DeCA commissaries listed in Attachment A and associated full-line distribution of such goods.

The intended awardee is C&S Wholesale Grocers, LLC (C&S) or its subsidiaries including SpartanNash Company.

3. Description of the Supplies/Services:

DeCA requires contracts for the purchase of a broad range of resale goods for designated commissary locations. The principal purpose of this action is to furnish grocery and other resale items needed for commissary operations through a single contractor per commissary. The contract also includes incidental supply-chain functions necessary to support the furnishing of those goods. The recommended awardee will source the resale goods through DeCA’s traditional manufacturers, brokers, and suppliers.

The estimated total value of this action is $10.5 Billion. The period of performance consists of a one-year base period and four (4), one-year option periods, for a total potential duration of 5 years if all options are exercised.

4. Authorities Cited:

(a) Pursuant to 10 U.S.C. § 2484(f), as implemented by FAR 6.103-5 under DoW Class Deviation DARS Tracking No. 2026-O0017 (Revolutionary FAR Overhaul Part 6, DFARS Part 206), DeCA may use other than full and open competition for the procurement of brand-name commercial products for authorized resale at DeCA commissaries.

(b) In addition, FAR 6.103-1 under DoW Class Deviation DARS Tracking No. 2026-O0017, and 10 U.S.C. § 3204(a)(1), supports this action because, for DoW, that authority extends to circumstances in which only a limited number of responsible sources can satisfy agency requirements. For the commissaries in Attachment A, C&S is the only responsible source identified as capable of meeting the requirement within the required schedule and operational constraints.

5. Reasons for Authorities Cited:

Pursuant to the authority granted under 10 U.S.C. § 2484(f) and as justified under FAR 6.103-1, market research concluded that only C&S possesses the requisite, pre-existing capabilities and infrastructure to supply brand-name products and provide the incidental delivery to the commissaries listed in Attachment A. While a small number of full-line distributors exist nationally, the substantial time and cost for any new entrant to replicate C&S's unique qualifications would cause unacceptable schedule delays and a duplication of cost not expected to be recovered through competition. This finding, which validates the use of the cited authorities, is based on C&S's unique qualifications as documented in the market research report.

1) Physical Infrastructure: The multimillion-dollar capital investment to build or retrofit a national distribution network of secure, multi-temperature warehouses that meet DeCA’s specific force protection and food handling standards.

2) Specialized Transportation Fleet: The need to acquire and maintain a dedicated fleet of multi-temperature trailers designed for the high-volume, long-haul, and delivery requirements specific to the covered commissaries in Attachment A.

Replicating this ecosystem would require an extensive implementation period. This delay is unacceptable as it would directly impede the fulfillment of DeCA’s statutory mission under 10 U.S.C. § 2484(a).

6. Efforts to Obtain Competition:

DeCA has conducted extensive market research as discussed in Paragraph 8. Through its extensive market research, DeCA took significant steps to solicit from as many potential sources as practicable.

Based on this research, DeCA concluded only C&S has the necessary existing infrastructure, capability and readiness and network of commercial agreements required to fulfill this contract without unacceptable delays and duplication of costs.

7. Fair and Reasonable Cost Determination:

The Contracting Officer will ensure that contract terms, conditions and price are commensurate with the Government’s need. Price reasonableness will be established in accordance with DoD Deviation 2026- O0048 DFARS PGI 215.402-70(b). This action is exempt from the requirement for submission of certified cost or pricing data. The Government has information relevant to determining price reasonableness, including historical full-line distribution cost data for relevant brand-name commercial products for resale in, at, or by commissary stores. The Government may also consider current market information and obtain additional data from the offeror as necessary to support negotiations and the final price reasonableness determination. FAR 15.402 states that when certified cost or pricing data are not required, the contracting officer should use data available within the Government first and obtain additional data as necessary to establish a fair and reasonable price.

8. Market Research:

In accordance with FAR Part 10, the Government conducted extensive market research to determine the most suitable acquisition strategy to meet the agency’s needs. The objective of this research was to solicit information from as many potential sources as is practicable and to identify the full extent of commercial capabilities available in the marketplace. The multi-phased approach included a third-party analysis to define the Government’s minimum requirements, a broad market survey of all known industry participants via a Request for Information (RFI), and direct engagement with interested parties through multiple listening sessions. This market research concluded that the national grocery distribution market is highly consolidated, and while several sources expressed initial interest, it confirmed that only the proposed awardee possessed the existing infrastructure and specialized capabilities to meet the agency's full requirements without introducing unacceptable cost and schedule risk. Other potential sources were determined not to meet the Government’s minimum needs based on documented limitations.

9. Other Factors:

DeCA commissaries are statutorily required to operate similarly to a commercial grocery store. Market research confirmed that only a small number of companies in the grocery industry can provide the necessary full-line distribution capabilities. DeCA's unique requirements—including advanced electronic data interchange, mandated patron savings, and the geographic location of its commissaries— further narrow the pool of qualified contractors. The research also supported a two-region strategy as the most feasible approach identified to achieve scale, reduce complexity, and align with existing commercial distribution patterns.1 This approach avoids a "patchwork" of regional distribution patterns, which would prevent the use of large-scale commercial distribution centers, create disparate pricing models, and complicate administration. The contemplated regional division aligns with established commercial distribution patterns and geographical logistics realities.

For the commissaries in Attachment A, only C&S was found to possess the requisite, pre-existing capabilities and infrastructure necessary to perform the contract successfully. The substantial time and cost for a new entrant to replicate this infrastructure would not be recovered through competition, validating the use of the cited authorities.

10. Interested Sources:

(a) C&S Wholesale Grocers, LLC (C&S) and SpartanNash Company (acquired by C&S)

(b) Coastal Pacific Food Distributors, Inc.

(c) United Natural Foods, Inc.

(d) Associated Wholesale Grocers, Inc.

(e) DHL Supply Chain

(f) KeHE Distributors, LLC

11. Actions to Increase/Foster Competition:

DeCA will periodically re-evaluate the marketplace through sources sought notices and other market research tools to assess if new vendors emerge who have developed the capabilities necessary to meet DeCA's stringent requirements. The defined contract structure, with a one-year base period and four (4), one-year option periods, for a total potential duration of 5 years if all options are exercised, provides future opportunities to recompete this requirement should the market evolve and other viable sources become available.

Approved by the Senior Procurement Executive on March 26, 2026.

1 A separate Justification for Other than Full and Open Competition has been issued by DeCA for the other region.

ATTACHMENT A

Zone Name

Store DoDAAC

Store Name

FLORIDA HQCSJ5 MAYPORT NS

FLORIDA HQCSJL JACKSONVILLE NAS

FLORIDA HQCSJM KEY WEST NAS

FLORIDA HQCSJN MACDILL AFB

FLORIDA HQCSJP PATRICK SFB

FLORIDA HQCSJR TYNDALL AFB

FLORIDA HQCSJS WHITING FIELD NAS

FLORIDA HQCSJT HURLBURT FIELD

FLORIDA HQCSK3 EGLIN AFB

FLORIDA HQCSKC PENSACOLA NAS

CENTRAL TEXAS HQCMC1 GOODFELLOW AFB

CENTRAL TEXAS HQCMC2 FORT HOOD - CLEAR CREEK

CENTRAL TEXAS HQCMC3 FORT HOOD - WARRIOR WAY

CENTRAL TEXAS HQCMC5 KINGSVILLE NAS

CENTRAL TEXAS HQCMC6 LACKLAND

CENTRAL TEXAS HQCMC7 LAUGHLIN AFB

CENTRAL TEXAS HQCMC8 RANDOLPH

CENTRAL TEXAS HQCMCY CORPUS CHRISTI NAS

CENTRAL TEXAS HQCMCZ DYESS AFB

CENTRAL TEXAS HQCMDA FORT SAM HOUSTON

CENTRAL TEXAS HQCMDK FORT WORTH NAS

DELTA GULF HQCSJB GUNTER AFB

DELTA GULF HQCSJC MAXWELL AFB

DELTA GULF HQCSJH FORT RUCKER

DELTA GULF HQCSJQ NEW ORLEANS NAS JRB

DELTA GULF HQCSKA BARKSDALE AFB

DELTA GULF HQCSKB FORT POLK

DELTA GULF HQCSKE COLUMBUS AFB

DELTA GULF HQCSKF GULFPORT NCBC

DELTA GULF HQCSKG KEESLER AFB

DELTA GULF HQCSKH MERIDIAN NAS

CENTRAL HQCCAC LITTLE ROCK AFB

CENTRAL HQCCAM FORT CAMPBELL

CENTRAL HQCCAV SCOTT AFB

CENTRAL HQCCAW FORT LEONARD WOOD

CENTRAL HQCCAX WHITEMAN AFB

CENTRAL HQCCRG RICHARDS-GEBAUR

CENTRAL HQCSJ9 MEMPHIS NSA

CENTRAL HQCSJF REDSTONE ARSENAL

CENTRAL HQCSK6 ARNOLD AFB

OHIO VALLEY HQCCA7 WRIGHT-PATTERSON AFB

OHIO VALLEY HQCCAG GREAT LAKES NS

OHIO VALLEY HQCCAH ROCK ISLAND ARSENAL

OHIO VALLEY HQCCAJ HARRISON VILLAGE

OHIO VALLEY HQCCAK CRANE NSA

OHIO VALLEY HQCCAN FORT KNOX

OHIO VALLEY HQCCAQ FORT MCCOY

OHIO VALLEY HQCCAS SELFRIDGE ANG BASE

OHIO VALLEY HQCNFA PITTSBURGH AREA

NEBRASKA TEXAS HQCMCG FORT RILEY

NEBRASKA TEXAS HQCMCH MCCONNELL AFB

NEBRASKA TEXAS HQCMCM OFFUTT AFB

NEBRASKA TEXAS HQCMCP ALTUS AFB

NEBRASKA TEXAS HQCMCQ FORT SILL

NEBRASKA TEXAS HQCMCR TINKER AFB

NEBRASKA TEXAS HQCMCS VANCE AFB

NEBRASKA TEXAS HQCMDC SHEPPARD AFB

NEBRASKA TEXAS HQCMDR FORT LEAVENWORTH

LANGLEY HQCCBB FORT EUSTIS

LANGLEY HQCCBC FORT LEE

LANGLEY HQCCBF LANGLEY AFB

LANGLEY HQCCBG LITTLE CREEK NAVPHIBASE

LANGLEY HQCCBH NORFOLK NAVSTA

LANGLEY HQCCBJ OCEANA NAS

LANGLEY HQCCBK PORTSMOUTH NNSY

LANGLEY HQCNAB PATUXENT RIVER NAS

LANGLEY HQCNFK DAHLGREN NSF

BELVOIR HQCNEB BOLLING AFB

BELVOIR HQCNEK ANDREWS AFB

BELVOIR HQCNEL ANNAPOLIS NSA

BELVOIR HQCNFF FORT BELVOIR

BELVOIR HQCNFH FORT MYER

BELVOIR HQCNFJ QUANTICO MCB

BELVOIR HQCNFN FORT DETRICK

BELVOIR HQCSKU FORT BUCHANAN

HQCNEF FOREST GLEN

CAROLINA HQCCA1 CAMP LEJEUNE MCB

CAROLINA HQCCA3 NEW RIVER MCAS

CAROLINA HQCCA6 SEYMOUR JOHNSON AFB

CAROLINA HQCCAY FORT BRAGG NORTH

CAROLINA HQCCAZ CHERRY POINT MCAS

CAROLINA HQCCBT FORT BRAGG SOUTH

CAROLINA HQCSJJ SHAW AFB

CAROLINA HQCSK5 CHARLESTON AFB

CAROLINA HQCSKK CHARLESTON NWS

CAROLINA HQCSKM FORT JACKSON

CAROLINA HQCSKP PARRIS ISLAND MCRD

GEORGIA HQCSJ2 FORT STEWART

GEORGIA HQCSJ3 HUNTER AAF

GEORGIA HQCSJ4 KINGS BAY NSB

GEORGIA HQCSJ6 CAMP MERRILL

GEORGIA HQCSJ7 MOODY AFB

GEORGIA HQCSJ8 ROBINS AFB

GEORGIA HQCSJU ALBANY MCLB

GEORGIA HQCSJW FORT BENNING

GEORGIA HQCSJZ FORT GORDON

MEADE HQCNE2 FORT HAMILTON

MEADE HQCNE8 PICATINNY ARSENAL

MEADE HQCNE9 CARLISLE BARRACKS

MEADE HQCNEG DOVER AFB

MEADE HQCNEJ ABERDEEN PG

MEADE HQCNEN FORT MEADE

MEADE HQCNEV LAKEHURST NAES

MEADE HQCNEW MCGUIRE AFB

MEADE HQCNFD TOBYHANNA

HANSCOM HQCNAA HANSCOM AFB

HANSCOM HQCNE3 MITCHEL FIELD

HANSCOM HQCNE5 SARATOGA SPRINGS

HANSCOM HQCNE7 WEST POINT

HANSCOM HQCNEE NEW LONDON (GROTON)

HANSCOM HQCNEQ BANGOR ANGB

HANSCOM HQCNEY FORT DRUM

HANSCOM HQCNFE NEWPORT NS

HANSCOM HQCNFV PORTSMOUTH NSY

UNITED KINGDOM HQCE1B ALCONBURY

UNITED KINGDOM HQCE1H LAKENHEATH

UNITED KINGDOM HQCE1J MILDENHALL

UNITED KINGDOM HQCE1M CROUGHTON

UNITED KINGDOM HQCE1Q MENWITH HILL

UNITED KINGDOM HQCE24 WIESBADEN

UNITED KINGDOM HQCE27 BAUMHOLDER

UNITED KINGDOM HQCE2Y SPANGDAHLEM AIR BASE

UNITED KINGDOM HQCE3K CHIEVRES AB

UNITED KINGDOM HQCE3V BRUNSSUM

BAVARIA HQCE23 VOGELWEH

BAVARIA HQCE28 RAMSTEIN AB

BAVARIA HQCE41 VILSECK

BAVARIA HQCE4C ANSBACH

BAVARIA HQCE4J GARMISCH

BAVARIA HQCE4L GRAFENWOEHR

BAVARIA HQCE4Q KELLEY BARRACKS

BAVARIA HQCE4S HOHENFELS

BAVARIA HQCE4U PANZER KASERNE

BAVARIA HQCE4V PATCH BARRACKS

BAVARIA HQCE7C ROBINSON BARRACKS

MEDITERRANEAN HQCE5B CAIRO

MEDITERRANEAN HQCE5H IZMIR

MEDITERRANEAN HQCE5J LIVORNO

MEDITERRANEAN HQCE5L LAJES

MEDITERRANEAN HQCE5M RIYADH

MEDITERRANEAN HQCE5Q VICENZA

MEDITERRANEAN HQCE5T ANKARA

MEDITERRANEAN HQCE5U ROTA

MEDITERRANEAN HQCE5V SIGONELLA

MEDITERRANEAN HQCE5W AVIANO AB

MEDITERRANEAN HQCE5X NAPLES NSA

MEDITERRANEAN HQCE5Y INCIRLIK AB

ARIZONA NEW MEXICO HQCMAC WHITE SANDS

ARIZONA NEW MEXICO HQCMCN KIRTLAND AFB

ARIZONA NEW MEXICO HQCMCW FORT BLISS

ARIZONA NEW MEXICO HQCMDG HOLLOMAN AFB

ARIZONA NEW MEXICO HQCMDH CANNON AFB

FRONT RANGE HQCMCA FORT CARSON

FRONT RANGE HQCMCB BUCKLEY SFB

FRONT RANGE HQCMCE PETERSON SFB

FRONT RANGE HQCMCF AIR FORCE ACADEMY

FRONT RANGE HQCMCK GRAND FORKS AFB

FRONT RANGE HQCMCL MINOT AFB

FRONT RANGE HQCMDB ELLSWORTH AFB

FRONT RANGE HQCMDE F. E. WARREN AFB