SF1449 SPE302-25-R-0003.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000200548

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE302-25-R-0003

5. SOLICITATION NUMBER

2025 MAR 18

6. SOLICITATION ISSUE

DATE

BRADLEY AH NEE DBA0054

a. NAME

Phone: 808-786-2312

b. TELEPHONE NUMBER (No Collect calls)

2025 APR 18

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE302

DLA TROOP SUPPORT INDO-PACIFIC

1025 QUINCY AVE, SUITE 1000

JBPHH HI 96860-3520

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

311999NAICS:

700SIZE 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

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

08:00 AM

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

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)

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H14 CONTRACTOR PERSONNEL SECURITY REQUIREMENTS (DEC 2021)

Statement of Work

For Market Ready Grocery Items for Oahu

CAUTION NOTICE

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.

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 Contractors who receive contract awards as a result of this solicitation to access the “Dynamic Small Business Search” feature of SAM to identify potential suppliers and teaming partners for this initiative. You may go to the System of Award Management at www.sam.gov and click on the “Dynamic Small Business Search” button. When making your procurement decisions we encourage one's 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. Contractors 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 your proposal submission, offerors are required to substantiate Delivered Prices for all items in the Schedule of Items, with invoices / quotes for all groups offered when requested.

CONTRACTOR CODE OF BUSINESS ETHICS (Nov 2021)

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

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct; exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or

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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 Contractor 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/.

I. Solicitation Overview A. Contract Scope and Objectives: The Defense Logistics Agency (DLA) Troop Support Indo-Pacific seeks to establish a Simplified Indefinite-Delivery Contract (SIDC) with a qualified commercial supplier to provide market-ready grocery products for Department of Defense (DoD) troop and ship customers and Non-DoD customers located on Oahu, Hawaii.

Item-specific requirements are detailed in the Schedule of Items (Attachment 1). In cases where quality specifications are not provided, the minimum acceptable standard under this solicitation is USDA Grade A or better. Offerors may adjust packaging sizes as necessary to align with supply availability while ensuring compliance with contract requirements.

B. Offeror Eligibility and Performance Expectations: A successful offeror must demonstrate the ability to source, procure, store, and distribute a comprehensive range of market-ready grocery items while maintaining high fill rates, superior customer service, and strict adherence to quality standards.

Due to the regional nature of many items listed in the Schedule of Items (Attachment 1), product branding must maintain authenticity and alignment with local food preferences. Offerors functioning solely as third-party logistics (3PL) providers --those who subcontract primary responsibilities such as ordering, warehousing, and distribution --will not be considered for award.

By submitting a proposal, an offeror expressly certifies its status as a fully operational commercial distributor of

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C. Mandatory Proposal Requirements: This solicitation supports DoD troop and ship customers and Non-DoD Customers. Offerors are required to submit proposals for all items in the Schedule of Items. Partial submissions will be deemed non-responsive and may result in exclusion from award consideration.

D. Acquisition Authority: This procurement is conducted under FAR 13.5 - Simplified Procedures for Certain Commercial Items, which streamlines acquisition procedures for requirements exceeding the simplified acquisition threshold but not exceeding $7.5 million. This authority enables contracting officers to employ flexible and efficient procurement methods while minimizing administrative burden for both the Government and industry.

E. Contract Award and Performance Obligations: The designated Oahu zone encompasses all DoD and Non- DoD customers identified in Attachment 2 - Customer List. The Government intends to award a single contract. The awarded contractor shall be responsible for fulfilling the requirements of all customers within the designated area.

Offerors must submit a complete and responsive proposal. As negotiations may not be conducted, offerors are expected to present their most competitive pricing and terms. Failure to comply with solicitation requirements may result in a proposal being deemed technically unacceptable, eliminating it from further consideration.

F. Small Business Set-Aside Requirements: This solicitation is issued as a 100% small business set-aside under NAICS Code 311999 (All Other Miscellaneous Food Manufacturing), with a size standard of 700 employees.

A waiver of the Non-Manufacturer Rule has not been requested, as this acquisition encompasses multiple items.

Pursuant to 13 CFR 121.406(e), at least 50% of the total contract value must be fulfilled by small business manufacturers. Offerors must immediately notify the Contracting Officer if they anticipate noncompliance with this requirement.

G. Source Selection Methodology and Contract Duration: This procurement follows the Lowest Price Technically Acceptable (LPTA) Source Selection Process. The contract will have a five-year (60-month) duration, inclusive of all tier periods.

For evaluation purposes, a weighting factor will be applied to the Aggregate Distribution Price. Further details regarding price evaluation are outlined in the Addendum to FAR 52.212-2.

H. Contract Type and Pricing Structure: The resulting contract will be an SIDC with fixed pricing, subject to the Economic Price Adjustment (EPA) provision. Offerors should refer to Section VI for additional details on the EPA clause.

In accordance with FAR 16.504(a), SIDC allows for indefinite deliveries within specified limits over a fixed period. Individual deliveries shall be scheduled through orders placed with the contractor as needed.

II. EFFECTIVE PERIOD OF CONTRACT / TIERS

The resulting Simplified Indefinite-Delivery Contract (SIDC) may have a total duration of five (5) years, consisting of a 12-month base period, followed by four (4) 12-month tier periods. The first tier will include a start-up period, with specific requirements and timelines outlined in Section IV - Contract Start-Up Period.

Performance Period: 05/15/2025 - 05/14/2030 (5 years total) Tier 1 (Base) - 05/15/2025 - 05/14/2026 (12-month period) Tier 2 - 05/15/2026 - 05/14/2027 (12-month period) Tier 3 - 05/15/2027 - 05/14/2028 (12-month period) Tier 4 - 05/15/2028 - 05/14/2029 (12-month period) Tier 5 - 05/15/2029 - 05/14/2030 (12-month period)

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For evaluation purposes only, Base period of the resulting SIDC will have a duration of 12 months, with each subsequent tier, if exercised, also limited to 12 months. The total duration of the SIDC, including all base and option periods, will not exceed 60 months.

The exercise of any tier is not automatic and is contingent upon factors such as satisfactory Contractor performance in meeting contract specifications and the continued verification of demand for the requirement.

This solicitation includes five tiers of pricing for distribution. Distribution prices will be calculated for each tier based on the Delivered Price (as outlined in the EPA Clause) and will be determined on a per-pound basis.

Vendors are required to submit Distribution Prices for each tier, with adjustments reflecting changes in the Delivered Price of each evaluated item.

Failure to propose an increase or decrease of distribution prices in the tier periods will be considered, and evaluated as, no change per tier period.

III. ESTIMATED DOLLAR VALUE / GUARANTEED MINIMUM/MAXIMUM

This acquisition is conducted under the authority of FAR 13.5, "Simplified Procedures for Certain Commercial

Products," which provides for streamlined procedures in soliciting competition, evaluating proposals, awarding contracts, and providing notification, in accordance with FAR 13.1.

This solicitation is for a five-year contract, consisting of a 12-month base performance period and four additional 12-month performance periods (referred to as tiers). Each period, including the base and subsequent tiers, is expected to have its own pricing structure for the respective 12-month performance period. The estimated dollar value for each period is $95,000.00, based on the Agency's good faith estimate of requirements for the specified period. The guaranteed minimum obligation for the entire contract duration is $10,000.00. This guaranteed minimum may be fulfilled through a single delivery order or multiple orders, issued during any tier or combination of tiers. The maximum contract value, representing the highest amount the Government can obligate over the contract's five-year duration, is $1,000,000.00.

This solicitation encompasses multiple ordering facilities as detailed in the Attachment 2 - Customer List.

Ordering facilities within the region may be added or removed as needed, without incurring additional costs to the Government, as previously stipulated

IV. CONTRACT START-UP PERIOD

Upon contract award, the Contractor (hereafter referred to as the Awardee) will be required to begin accepting orders on the contract start date and take necessary steps to implement the contract during the initial ordering and delivery period. Prior to the award start date, the Awardee must submit a proposed implementation schedule to the Contracting Officer, outlining all actions required for successful contract performance. This may include, but is not limited to, catalog/ordering/invoice testing (STORES), sourcing new items, and finalizing delivery schedules by customer location. The start-up period shall not exceed 90 days from the contract award date, during which the Awardee must ensure full operational capability and compliance with all contract requirements.

During the initial start-up period, the Contracting Officer will schedule a site visit with the Contractor to inspect the facility(s) and delivery vehicles and address any questions or concerns that may arise during the start-up phase. The Quality Assurance Officer, other contracting team members, and the Contracting Officer Representative (COR) will also be in attendance during the site visit. Any deficiencies identified during the site visit must be corrected within the date range specified by the Contracting Officer or Quality Assurance Officer. Failure to comply may result in further consequences, including the potential termination of the

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V. ELECTRONIC ORDERING CATALOGS

An awardee under this solicitation is required to maintain an electronic catalog listing all items available to customers covered under this contract. The catalog will be managed within the Subsistence Total Order and Receipt Electronic System (STORES). Each catalog entry must include the corresponding national or local stock number (as applicable), Government item description, packaging specifications, unit of issue, and unit price. STORES manuals are available electronically.

A. Catalog Maintenance

1. New Items:

Prior to the commencement of the first order, DLA Troop Support Indo-Pacific, in collaboration with the customer and the contractor, will identify any required items not listed in the Schedule of Items that need to be added to the ordering catalog. This process ensures catalog updates for items previously unlisted due to seasonality or other contingencies unknown to the Contracting Officer at the time of solicitation. Neither the contractor nor the customer may add an item to the catalog without submitting a formal new item request to the Contracting Officer, who must conduct a separate fair and reasonable price analysis for each requested item.

After ordering has commenced, if a customer requests an item not currently listed in the catalog, the contractor will have a maximum of twenty (20) calendar days to source the item, obtain a stock number from DLA Troop Support Indo-Pacific (if required), and add the item to the catalog through an 832-catalog transaction in STORES. Upon the Contracting Officer's determination of fair and reasonable pricing, the item should become a permanent part of the contractor's inventory, subject to availability. The contractor must use the Contracting Officer-provided Market Ready Request Form (Attachment 8) for all item approval requests, including additions and modifications.

2. Catalog Pricing and Additions

Schedule of Items Pricing: Items listed in the Schedule of Items will be included in the ordering catalog following contract award. The final proposed prices for these items, as determined fair and reasonable before the award, will serve as the catalog prices for the first two weeks of customer ordering.

Economic Price Adjustment Limits: The total allowable increase in the Delivered Price of an item throughout the entire contract period shall not exceed 30% for Non-FF&V items. Any increase above the limit, may be approved by the contracting officer on a case-by-case basis.

Contractor-Requested Catalog Price Changes: Upon contract award, all Schedule of Items prices included in the ordering catalog are deemed fair and reasonable. No further price analysis is required unless the contractor submits a price adjustment request under the Economic Price Adjustment (EPA) clause.

• The contractor may request price adjustments on a monthly basis, consistent with actual market fluctuations.

• Adjustment requests must be submitted by 9:00 AM Hawaii Standard Time (HST) on the first Tuesday to be effective in the following week's ordering catalog.

• Requests must be submitted via email to the Contracting Officer and updated in STORES using an

Electronic Data Interchange (EDI) 832 transaction.

The Contracting Officer will conduct a fair and reasonable price review for each adjustment request. If the new price is not approved, the last approved price will remain in effect, and the contractor must continue supplying the item at that price. Items will not be automatically removed from the catalog due to a denied price increase request.

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A "held-over" price --one that remains unchanged due to a rejected price adjustment request --must still reflect actual market conditions. Any attempt to overcharge the Government by maintaining a held-over price above the contractor's current procurement cost constitutes a breach of contract. Price decreases must be applied when warranted by market conditions.

Catalog Additions: Before an item is added to the catalog, the contractor must submit a proposed catalog addition request (Attachment 8) to the Contracting Officer, including:

• Stock number

• Government item description

• Proposed unit price

• Supporting supplier invoice or quote

Requests must be submitted by 9:00 AM HST on Monday to be considered for inclusion in the Sunday catalog update. Submission does not guarantee approval. The Contracting Officer will review the request for fair and reasonable pricing and notify the contractor of acceptance. If the price cannot be justified after negotiations, the item will not be added to the catalog.

Pricing Requirements: The Contractor's catalog prices, as awarded, constitute the initial catalog prices. These prices are in effect during the first ordering week (from Sunday at 12:00 AM (Eastern Time (ET), standard or daylight as applicable) through 11:59 PM on the Saturday of the following week. The prices shall remain in effect for all subsequent ordering weeks, except as otherwise adjusted in accordance with the EPA provision.

VI. ECONOMIC PRICE ADJUSTMENT (“EPA”) - ACTUAL MATERIAL

COSTS FOR SUBSISTENCE

A. Warranties

For any items covered by this EPA language, the Contractor warrants that:

1. The Contract Unit Price, including its components (Delivered Price and Distribution Price), does not contain allowances for any contingency covered by this language.

2. Any requested price adjustments during contract performance will be calculated according to this language's provisions.

B. Definitions

For the purposes of this document:

1. "Contract Unit Price" refers to the total price per unit of a specific item charged to the Government for a product delivered under this contract. It comprises two distinct components: (1) Delivered Price, less applicable Rebates/Discounts, and (2) Distribution Price. The sum of these components shall be rounded to the nearest cent to determine the final Contract Unit Price.

2. "Delivered Price" denotes the price per unit charged to the Contractor by the commercial manufacturer, grower, or private label holder. This price includes standard freight to the Contractor's facility and is based on the purchase of a representative quantity of the item. It serves as the initial basis for the Contractor's pricing before applying any additional costs or adjustments, such as distribution, overhead, profit, rebates/discounts, or other financial considerations. The Delivered Price must be substantiated by an actual invoice paid by the Contractor. In limited cases, quotations may be used as evidence, subject to the explicit approval of the Contracting Officer. The Delivered Price shall not encompass any costs accounted for in the Distribution

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Price.

(a) Redistributor Exception:

On a case-by-case basis, the most recent commercial price per unit from a contiguous United States (CONUS) redistributor, inclusive of standard freight, may be used to establish the Delivered Price for a specific item or stock-keeping unit (SKU). This exception applies only when the redistributor's price is equal to or lower than the manufacturer's, grower's, or private label holder's current market price for a representative quantity, inclusive of applicable rebates/discounts. The Contracting Officer must explicitly approve the use of this exception. To seek approval, the Contractor must submit invoices from the redistributor. Quotes from the redistributor are not acceptable. Additional supporting documentation (e.g., published price lists, manufacturer letters, or similar proof of price comparison) may be required. The Contracting Officer retains sole discretion in determining the sufficiency of documentation and whether to permit the use of this exception.

3. "Distribution Price" refers to the firm-fixed price component of the Contract Unit Price, expressed as a dollar amount per unit, rounded to the nearest cent. It encompasses all costs associated with contract performance that are not included in the Delivered Price, such as human resources, insurance, special packaging, overhead, profit, transportation to end customers, split-case fees, ancillary in-house processing fees, and subcontractor costs.

4. "Grower" is defined as a business entity engaged in the cultivation of produce for commercial distribution.

5. "Manufacturer" refers to a business entity that, using its own facilities, engages in the primary processing or transformation of agricultural products into the end items acquired under this contract.

6. "Ordering Catalog" signifies the electronic listing of items and Contract Unit Prices available for purchase under this contract.

7. "Ordering Week" is defined as the period from Sunday at 12:00 AM (Eastern Time, standard or daylight as applicable) through Saturday at 11:59 PM.

8. "Private Label Holder" refers to an entity that:

(i) Holds an ownership and/or financial interest in a manufacturer, grower, or a specific item produced by them;

(ii) Possesses intellectual property rights, whether through ownership or licensing, in the brand under which the product is marketed;

(iii) Exercises exclusive marketing and/or sales authority over a product or holds proprietary rights in a product formula.

9. "Rebates/Discounts" include all financial incentives such as rebates, discounts, product allowances, food show discounts, and early payment discounts (excluding qualifying early payment discounts as otherwise defined in this contract). All applicable rebates/discounts must be passed on to the Government via a reduced catalog price for the relevant item (i.e., "off invoice"). If an up-front price reduction is not feasible, rebates/ discounts must be remitted to the Contracting Officer via check payable to the U.S. Treasury, accompanied by an itemized report detailing customer purchases by line item, including contract number, call number, purchase order number, and contract line-item number (CLIN).

10. "Redistributor" refers to an independent entity operating in the commercial marketplace from which the Contractor procures products to consolidate quantities and/or obtain lower Delivered Prices. Examples include brokers, dealers, distributors, and buying groups.

11. "Standard Freight" is defined as the published list price or prevailing market rate for transportation of contract items from the manufacturer, grower, private label holder, or redistributor (when the Redistributor

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Exception applies) to the Contractor's facility. Standard Freight costs must be substantiated by an invoice;

however, in limited circumstances, quotes may be accepted if authorized by the Contracting Officer.

Standard Freight may include ancillary costs associated with transportation that align with commercial practices in the produce industry, such as pallet fees, temperature recording devices, and packaging materials.

(i) If the Contractor directly collects products from the manufacturer, grower, private label holder, or redistributor (under the Redistributor Exception) on an F.O.B. Origin basis, or arranges third-party transportation, the standard freight cost must align with prevailing market rates and shall not exceed the freight cost typically incurred by the Contractor for similar shipments to its facility. At no time shall this cost surpass the manufacturer's, grower's, private label holder's, or redistributor's usual freight charges for inbound shipments of comparable products and quantities.

C. Price Adjustments

1. General:

(i) All Contract Unit Prices shall remain fixed unless adjusted pursuant to this section or other applicable provisions of the contract. Only the Delivered Price component of the Contract Unit Price is subject to adjustment. Following the first ordering period, if the Contractor's Delivered Price changes, the Contract Unit Price shall be adjusted accordingly in the next ordering period's catalog upon the Contracting Officer's approval. The requested price change must comply with paragraph (iii) below and is subject to limitations outlined in Sections C.2 and D. Any approved price changes shall take effect at the beginning of the subsequent ordering period. The Contract Unit Price in effect at the time of order placement shall remain unchanged through delivery. DLA Troop Support will be charged the Contract Unit Price in effect when the order is placed, regardless of subsequent price changes.

(ii) The Delivered Price must be supported by the Contractor's last receipt price for a representative quantity of the item. This typically requires an invoice; however, in limited cases, a quote may be used when no recent purchases exist or when seasonality impacts pricing. The Contracting Officer will review and approve such exceptions on a case-by-case basis.

(iii) The Contractor shall input all pricing data into the Subsistence Total Order and Receipt Electronic System (STORES) prior to submitting any monthly price adjustment requests. If the Contractor does not input prices into the STORES system prior to the monthly price adjustment submission, the Contracting Officer will assume that prices will remain unchanged. The Contracting Officer will not input monthly price adjustments on behalf of the Contractor, as it is the Contractor's responsibility to have all necessary systems in place prior to the first order to ensure timely and accurate price updates in the STORES system.

(iv) Price change requests must be submitted monthly, no later than 9:00 a.m. HST on the first Tuesday, for inclusion in the following ordering period catalog. Supporting invoices must detail any applicable rebates or discounts that impact the Delivered Price. The Contractor shall submit price change notices electronically via EDI 832 transaction sets when using STORES. Once accepted by the Contracting Officer, these price changes will be implemented in the next ordering period's catalog.

(v) The Government reserves the right to review all price changes and catalog contract prices. The Contracting Officer may require submission of supporting documentation, including invoices, quotes, price lists, and rebate/discount information from all supply chain sources.

(vi) If the Contracting Officer identifies an erroneous or questionable price change request, it shall not be implemented without explicit authorization. Price changes will only take effect upon approval by the Contracting Officer.

(vii) If the Contracting Officer determines that a requested price is not “fair and reasonable,” the Contractor will

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Form (CONTINUED) be notified and required to provide additional documentation to justify the pricing. The Contractor must submit all requested documentation to support fair and reasonable pricing. If an agreement on a fair price cannot be reached, the Contracting Officer may reject the price change, requiring the item to remain at the last approved price or authorizing its removal from the contract.

(viii) If a price change does not post correctly, resulting in an erroneous increase or decrease, the Contractor shall immediately notify the Contracting Officer and correct the catalog. In cases of overcharges, the Contractor shall issue a refund, including applicable interest. In cases of undercharges, the Contractor may request an equitable adjustment if the error was not due to the Contractor's fault or negligence.

(ix) If the distribution price exceeds the delivered price on a per-pound basis, it will be capped at an amount equal to the delivered price per pound. This ensures that the distribution price never exceeds the delivered price at any point during the contract term, maintaining alignment between the two. No adjustments will be permitted that would result in the distribution price surpassing the delivered price on a per-pound basis.

2. Limitations:

Price adjustments shall be limited to actual changes in the Delivered Price. No upward adjustments shall be made for:

(i) Supplies for which the Delivered Price is unaffected by such changes;

(ii) Variations in material quantities;

(iii) Increases in Contract Unit Prices that are miscalculated or deemed not fair and reasonable by the Contracting Officer.

D. Upward Ceiling on Economic Price Adjustments

The aggregate increase in Delivered Price for each item shall not exceed 30% for Non-FF&V items of the initial contract Delivered Price, except as follows:

1. If the Contractor anticipates a necessary price adjustment exceeding these limits, the Contracting Officer must be notified in writing. The notice must include a revised ceiling sufficient for continued contract performance, along with supporting documentation.

2. If an approved Delivered Price increase exceeds the current ceiling, and the Contracting Officer and Contractor cannot agree on a fair price below the ceiling, the Contracting Officer may either:

a. Reject the price change and retain the item at the last approved price, requiring continued performance at that price;

b. Authorize removal of the item from the contract.

The Contracting Officer holds sole discretion in deciding whether to modify the contract, retain an item, or remove it.

E. Downward Limitation on Economic Price Adjustments

There is no limit on the aggregated percentage of price decreases under this section.

F. Price Audits

The Government may conduct price audits up to twice annually, or as required, to verify Delivered Prices and compliance with contract terms. The Contractor must provide invoices and supporting documentation from all tiers of the supply chain, including manufacturers, growers, and redistributors. Audits may occur until three years after final contract payment or as specified by FAR Subpart 4.7. The Government reserves the right to examine all relevant records, including commercial sales data.

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G. Final Invoice

The final invoice for each order must include a statement confirming that all required or authorized price decreases have been applied.

H. Disputes

Any disputes under this section shall be resolved in accordance with the contract's "Disputes" clause.

VII. REBATES/DISCOUNTS AND PRICE-RELATED PROVISIONS

(COMPONENT PRICE MODEL FOR PRODUCE)

A. Definitions

Terms used in this provision shall have the same definitions as those included in the Economic Price Adjustment (EPA) language, as incorporated herein.

B. Rebates/Discounts

1. All National Allowance Program Agreement ("NAPA") discounts, food show discounts, early payment discounts (except Qualifying Early Payment discounts as defined below), and any other discounts, rebates, allowances, economic incentives, financial arrangements, or other benefits that reduce the Contractor's price paid for products supplied under this contract, or that are otherwise attributable to products sold under this contract, shall be passed to the Government through a reduced catalog price.

Any rebates or discounts that cannot be applied as an up-front price reduction must be remitted via check payable to the U.S. Treasury. The check must be accompanied by an itemized listing of all customer purchases by line item, including the contract number, call number, purchase order number, and contract line-item number ("CLIN"). Instructions for identifying and reporting such rebates, discounts, allowances, or other economic incentives are detailed in the submission requirements of the Business Proposal/Pricing section and the Reports section of the Statement of Work.

2. The Contractor shall employ prevailing commercial methods in the pursuit of discounts, rebates, allowances, and 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 only if all of the following conditions are met:

(i) The Early Payment discount incentivizes payment before the standard due date.

(ii) The discount aligns with standard commercial practices.

(iii) It is consistently offered by the manufacturer, grower, private label holder, or redistributor to customers other than the Contractor, under the same terms and discount rate.

(iv) The discount is not established, requested, or negotiated to circumvent a lower cost to the Government or to avoid applying a rebate/discount that would otherwise reduce the invoice price.

(v) The discount does not exceed 2 percent of the invoice value and requires payment within 10 days to qualify.

(vi) The Contractor must have completed the required payment within the specified time frame to receive the discount.

4. The Government reserves the right to require the Contractor to submit invoices and supporting documentation from all subcontractors (as defined in FAR 44.101) and any other entities in the delivered price supply chain

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Form (CONTINUED) to verify the proper application of rebates and discounts. If the Contracting Officer determines, after reviewing invoices or other documentation, that a rebate or 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, including applicable interest.

5. If the Contractor believes it has erroneously credited a rebate or discount to the Government, it may submit a request for an equitable adjustment for the amount of the undercharge. Such a request may be considered if the Contractor can demonstrate to the satisfaction of the Contracting Officer that the error did not result from the Contractor's fault or negligence. The Contractor shall not be entitled to reimbursement if the undercharge was due to its own fault or negligence.

6. The Contracting Officer, or authorized representatives, shall have the right to examine and audit the Contractor's records related to pricing under this contract, including but not limited to the existence and proper accounting of rebates, discounts, allowances, and other economic incentives. The Government may also conduct a review or audit of the Contractor's electronic purchasing system to ensure the accuracy of the Delivered Price of products sold to the Government.

7. Failure 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 a waiver of the Government's entitlement to any rebates, discounts, or other remedies available under this contract or applicable laws and regulations.

VIII. ADDITION OF NEW CUSTOMERS

A. Adding Customers within the Contract's Geographic Distribution Region (Oahu, Hawaii):

1. After contract award, new customers may request support for their Market Ready Grocery Item requirements.

Additional Department of Defense (DoD) and Non-DoD federal government customers requesting DLA Troop Support Indo-Pacific assistance may be added to the contract without a new acquisition or competition process, provided they are within the geographic distribution region covered by this contract.

2. The determination of whether a new customer falls within the contract's geographic region and can be added without further competition at the existing contract prices is at the sole discretion of the DLA Troop Support Indo-Pacific Contracting Officer.

3. Upon such determination, the Contracting Officer will instruct the Contractor to include the customer(s) at the applicable contract prices for that distribution region.

B. Adding Customers Outside the Contract's Geographic Distribution Region:

1. This provision applies to the following customers:

(a) A new DoD or Non-DoD federal customer deemed by the Contracting Officer to be outside the contract's geographic distribution region.

(b) An existing DoD or Non-DoD federal customer previously supported under a separate contract for a different geographic distribution region but now determined to be outside the awarded contract's region.

2. Customers described above may be added to the contract as follows:

(a) If, in the judgment of the Contracting Officer, the customer is in an area adjacent or proximal to the contract's geographic distribution region, they may be added. If multiple existing contracts serve the area, the Contracting Officer will determine which contract best meets the Government's needs, considering factors such as logistics, cost-effectiveness, and operational efficiency. The Contracting Officer will also decide

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Form (CONTINUED) which contractors in the region will be solicited to support the customer.

(i) The Contracting Officer will request complete price proposals, including distribution and delivered prices, to support the new customer(s). Before a customer is added, the Contracting Officer must determine that all proposed prices are fair and reasonable. This may require negotiations following the procedures outlined in the solicitation.

3. (b) If the Contracting Officer determines that the customer is not in an adjacent or proximal area, or if the anticipated requirement is insubstantial, the customer will not be added to the contract.

Under no circumstances may the contract's maximum dollar value be exceeded due to the addition of any customer(s) and their respective Non-FF&V requirements.

IX. CUSTOMER SERVICE

1. The Contractor may be required to attend periodic food menu board meetings and similar forums conducted by the Department of Defense (DoD), USDA, and other customers. These meetings provide an opportunity for customers to review internal business practices, while also allowing the Contractor to introduce new products, demonstrate product preparation, and provide nutritional information.

2. The Contractor shall designate at least one full-time Customer Service Representative (CSR) to maintain continuous contact with all ordering customers, along with at least one designated back-up representative. The names and contact information, including phone numbers, mobile numbers, email addresses, and any other available communication methods --shall be provided to both the customers and the Contracting Officer after award.

3. As an industry expert, the Contractor is responsible for introducing new Market Ready Grocery items and presenting cost-effective alternatives to customers. However, the final determination of items included in the Ordering Catalog remains at the discretion of the customer(s) and the Contracting Officer.

X. VALUE-ADDED SERVICES

Market Forecasting: The Contractor shall proactively notify the customer and the Contracting Officer of any anticipated shortages in grocery item supply. This notification shall be provided in advance to allow for necessary adjustments. The Contractor may fulfill this requirement through regularly issued weekly market forecast bulletins, which shall include, at a minimum, information on supply availability, product quality, sourcing regions, price trends, weather conditions affecting supply, handling recommendations, and relevant industry updates.

XI. ORDERING SYSTEMS

A. Subsistence Total Order & Receipt Electronic System (STORES):

DoD customers shall place orders using the Subsistence Total Order and Receipt Electronic System (STORES) catalog. The Contractor is responsible for establishing and maintaining an accurate and up-to-date STORES catalog.

1. STORES is a Government-managed, internet-based translator and ordering system capable of receiving orders from various military service branches, including the Army, Air Force, Navy, Space Force, and Marine Corps.

The system translates these orders into an Electronic Data Interchange (EDI) format and transmits the information to DLA Troop Support Indo-Pacific for contractor payment processing and customer billing.

2. Customers will place all grocery item orders through STORES, which will transmit the orders directly to both the Contractor and DLA Troop Support Indo-Pacific.

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3. The Contractor shall integrate with STORES and support the following EDI transactions:

• 810 - Electronic Invoice

• 820 - Payment Voucher Information

• 832 - Catalog (Outbound - Contractor to DLA Troop Support Indo-Pacific)

• 850 - Purchase Order

• 861 - Receipt

• 997 - Functional Acknowledgment

Note: A complete description of these transaction sets is provided in the “EDI Implementation Guidelines,” which can be found in the attachment or at http://www.troopsupport.dla.mil under Supply Chains > Subsistence > Information > STORES & EDI Requests.

4. The Contractor shall maintain internet access and the capability to send and receive electronic mail (email) to facilitate communication.

5. All unit prices in the ordering catalogs must be formatted to no more than two (2) decimal places. Prices shall be rounded as follows:

• Prices of $2.215 or higher shall be rounded up to $2.22.

• Prices of $2.214 or lower shall be rounded down to $2.21.

6. The Contractor shall use the Government's item descriptions in all electronic ordering catalogs (832 transmissions) and ensure consistency across invoices, delivery tickets, and the 810 invoice transaction set.

7. The Contractor shall utilize the DLA Troop Support Indo-Pacific invoice reconciliation process, or any successor systems, to maximize efficiency in correcting invoices and expediting payment processing.

8. In the event of an outage in either the STORES system or the Contractor's interface, the Contractor must provide alternative ordering methods, such as fax, telephone, or in-person order pickup.

9. The Contractor shall use the Order Receipt Confirmation tool in STORES to verify the receipt of all transmitted orders.

B. Public Key Infrastructure (PKI) / External Certificate Authorities (ECA) Certificates:

To ensure secure electronic transactions, the Department of Defense (DoD) mandates the use of Public Key Infrastructure (PKI) certificates for all DoD users, including contractors.

1. Obtaining a PKI Certificate:

(a) Contractors not working on-site at a DoD facility must obtain a DoD PKI certificate through one of three authorized External Certificate Authorities (ECAs). These ECAs provide digital certificates for DoD's industry partners who operate using their own equipment or in non-Governmental facilities. Certificate costs range from $99 to $179 per year, with volume discounts available.

(b) The Contractor must fully comply with DoD PKI implementation requirements to maintain the security and integrity of Government information systems.

XII. ORDER PLACEMENT, LEAD TIME, AND CANCELLATION

A. Minimum Order Requirement:

http://www.troopsupport.dla.mil

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