SOW_Hawaii Pastry Items.pdf

SPE302-24-R-0004 HAWAII PASTRY ITEMS – STATEMENT OF WORK

Pa ge

BLOCK 8 (Continued):

OFFER DUE DATE/ LOCAL TIME: June 07, 2024, at 08:00 AM HAWAII STANDARD TIME

BLOCK 9 (Continued):

Email is the required method for submitting initial proposals. Please send your e-mailed submissions to:

Jasielle Castro; jasielle.castro@dla.mil and Kirk Moser; kirk.moser@dla.mil

This requirement is being solicited using: FAR 13.5, Simplified Procedures for Certain Commercial Products and Commercial Services.

NOTES:

INITIAL OFFERS:

(1) The proposal must be signed and completed in its entirety in accordance with the solicitation requirements (See XIII. PROPOSAL SUBMISSION INFORMATION)

(2) Offerors are accountable for ensuring that proposals, as well as any revisions or modifications, are submitted in a timely manner to reach the Government office by: June 07, 2024, at 08:00 AM HAWAII

STANDARD TIME

(3) Facsimile offers are NOT authorized for this solicitation.

(4) Offerors submitting proposals via email should be aware of certain limitations within the DLA Troop Support Indo-Pacific systems regarding email size and transmission. Therefore, proposals must be prepared accordingly to comply with these restrictions. Individual email attachments should not exceed 5MB in size, and each email should not surpass 10MB (multiple email submissions may be necessary).

To facilitate the organization of multiple email submissions, each email should be clearly labeled with a number (e.g., 1 of 8). Upon transmitting an email submission, offerors are encouraged to confirm receipt of all emails with the intended recipients. It remains the offeror's responsibility to ensure that the entire proposal is received by the Government office by the specified date and time, allowing ample time for confirmation of receipt.

DISCUSSIONS/NEGOTIATIONS: As directed by the Contracting Officer, e-mail may be used during discussions/negotiations, if discussions/negotiations are held, for proposal revision(s), including Final Proposal Revision(s).

BLOCK 17A. (Continued):

OFFERORS: SPECIFY

CAGE CODE: __________________________

EMAIL ADDRESS________________________

COMPANY POC: ________________________

PHONE #: _____________________________

BLOCK 17B. (Continued):

Remittance will be made to the address that the Contractor has listed in the System for Award Management Database. (www.sam.gov). Offeror's assigned Unique Entity ID:

(If you do not have a Unique Entity ID, contact the individual identified in Block 7a of the SF 1449 or see 52.212-1, Instructions to Offerors - Commercial Items for information on contacting www.sam.gov to obtain one.)

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.

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 Product/Product 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 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 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/.

Table of Contents

I. INTRODUCTION

THE GOVERNMENT INTENDS TO MAKE ONE AWARD:

EFFECTIVE PERIOD OF CONTRACT / TIERS

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUANITY

III. ELECTRONIC CATALOG, PRODUCT SOURCING AND PRICING – ACTUAL MATERIAL COSTS

FOR SUBSISTENCE

ELECTRONIC ORDERING CATALOGS

CATALOG MAINTENANCE:

i. New Items:

ii. Catalog Pricing:

iii. Catalog Additions:

iv. Pricing Requirements:

v. Price Audit

vii. Final invoice

viii. Disputes

DEFINITIONS:

BRAND NAME ITEMS

ADDITION OF NEW CUSTOMERS

ITEM AVAILABILITY

SURGE AND SUSTAINMENT

VI. INVENTORY AND WAREHOUSE MANGEMENT

WAREHOUSE MANAGEMENT

NON-MANUFACTURER / NON-DISTRIBUTER

VII. PACKAGING, PACKING, LABELING, INSPECTION & ACCEPTANCE

PACKAGING, PACKING, AND LABELING

REPACKAGING AND SPLITTING OF CASES

DELIVERY INSTRUCTIONS

INSPECTION & ACCEPTANCE

RIM OF THE PACIFIC (RIMPAC) EXERCISE SUPPORT (BI-ANNUAL MILITARY EXERCISE)

VIII. MARKINGS AND PALLETIZATION

MARKINGS

PALLETIZATION

IX. DELIVERY, TITLE, ORDERS, AND ORDER FILL RATES

CUSTOMER DELIVERIES

ORDERING SYSTEMS

ORDER PLACEMENT / CANCELLATION

ITEM AVAILABILITY

HOLIDAYS

FILL RATE/SUBSTITUTIONS/EXCEPTIONS

X. QUALITY CONTROL, QUALITY ASSURANCE, AND INSPECTIONS

PRODUCT QUALITY

PRODUCT SANITARILY APPROVED SOURCE REQUIREMENT

QUALITY PROGRAM

QUALITY SYSTEMS MANAGEMENT VISITS AND AUDITS

a. Quality Systems Management Visits (QSMVs)

b. Audit Process

e. Audit Preparation

f. Audit Results

g. Follow-Up Audit

h. Audit Failures

WAREHOUSING AND SANITATION PROGRAM/STORED PRODUCT PEST MANAGEMENT

c. Delivery Conveyances

d. Delivery Temperatures, Shipping and Storage Requirements

e. Recall Procedures Requirements

f. Rejection Procedures

g. Authorized Returns

h. Short Shipments and Shipping Errors

i. U.S. Army Medical Department Army Public Health Center Inspectors and Inspections

j. Military Inspection at Destination

XI. CONTRACT AUTHORITY, ADMINISTRATION, IN-PROCESS REVIEW, INVOICES, PAYMENTS

REPORTS, AND CONTRACTOR 832 CATALOGS

NON-COMPETE PROVISION

CUSTOMER SERVICE

INVOICING

PRICE AUDITS

MANAGEMENT REPORTS

CONTRACT ADMINISTRATION INFORMATION

XII. SECURITY MEASURES, FORCE PROTECTION, AND EMERGENCY ORDERS

ETHICS TRAINING

SECURITY MEASURES / FORCE PROTECTION

EMERGENCY ORDERS

FOOD DEFENSE

XIII. PROPOSAL SUBMISSION INFORMATION

A. SCHEDULE OF ITEMS – PRICING

B. PRODUCT PRICES

INSTRUCTIONS FOR PROPOSAL SPREADSHEET– ATTACHMENT 1

FINANCIAL ARRANGEMENTS

CONTRACTOR 832 CATALOGS

INSTRUCTIONS TO OFFERORS

I. INTRODUCTION

This solicitation seeks offers for Fresh Pastry Items support to military and other federally funded customers of ships and stores, located throughout the island of Oahu, Hawaii.

The Defense Logistics Agency-Troop Support Indo-Pacific (DPA-TS-IP) intends to enter a fixed price Indefinite Quantity Contract (IQC), with a business who will act as a full line pastry food distributor responsible for the supply and delivery of fresh pastry items. The Contractor must be capable of supplying the demand for fresh pastry items.

The successful offeror(s) will need to undertake the responsibility of sourcing, purchasing, storing, and delivering a diverse range of pastry items to DLA Troop Support Indo-Pacific customers on an on-going basis. This entails ensuring acceptable fill rates, maintaining high levels of customer service, and upholding product quality standards throughout the process. Hence, it is imperative for an offeror to have existing logistical and financial capabilities to operate effectively as a commercial distributor of various pastry items. Even if an offeror lacks a physical storefront, they must demonstrate the capacity to deliver within the specified time frame and promptly provide replacement items to customers when needed.

Offerors must note that being a third-party logistics (“3PL”) company, which intends to subcontract the majority of contract obligations including ordering, warehousing, and distribution, is deemed neither sufficient nor acceptable. By submitting an offer, the offeror attests to its status as a current and operational commercial distributor of pastry items, thereby affirming its capability to independently fulfill the contract requirements. In addition, the Contracting Officer will require an offeror to submit a valid Good Handling Practices (“GHP”)/Good Manufacturing Practices (“GMP”)/Food Defense audit inspection report(s) / certificate as applicable for each place of performance identified in the offeror's proposal (Including sub-contractors' certificates). The audit report(s) must demonstrate that a passing score(s) was/were received. It should be noted that the Contracting Officer's request for the aforementioned information serves the purpose of assessing whether the offeror meets the technical requirement of being a current and operational commercial distributor of grocery items. This inquiry is distinct from evaluating an offeror's likelihood of success in performing the contract, as would be the case in a responsibility analysis.

This acquisition is being solicited under the authority of FAR 13.5, "Simplified Procedures for Certain Commercial Items". The purpose of this program is to vest contracting officers with additional procedural discretion and flexibility, so that commercial item acquisitions greater than the simplified acquisition threshold but not exceeding $7.5 million may be solicited, offered, evaluated, and awarded in a simplified manner that maximizes efficiency and economy and minimizes burden and administrative costs for both the Government and industry.

The Contractor will be tasked with providing support to all authorized DLA customers situated in the ships and stores on the island of Oahu, Hawaii. These customers encompass military shore and/or ship facilities, military training exercise locations, Naval Hospital, and incoming DoD vessels. It is important to note that while the solicitation outlines existing customers identified by the Contracting Officer at the time of issuance, additional customers—whether military, Department of Defense (DoD), or non-DOD—may be included as necessary throughout the duration of the resultant contract. The inclusion of such customers within the specified region outlined in the solicitation will not incur any additional costs for the Government. For further information, please refer to Attachment 2 – Customer List.

This solicitation is being issued as 100% small business set-aside. NAICS is 311812 and size standard is 1000 employees. A waiver of the non-manufacturer rule has not been requested for this acquisition due to its nature as an acquisition for multiple items. Per 13 CFR 121.406(e), if at least 50% of the estimated contract value of such an acquisition is comprised of items manufactured by small business concerns, then a waiver of the Non-Manufacturer rule is unnecessary. Therefore, for this acquisition, it is anticipated that items constituting at least 50% of the contract value will be manufactured by small business concerns. Should it appear that this requirement may not be met, the contracting officer must be promptly notified.

The Government intends to make one award:

This solicitation utilizes the Lowest Price Technically Acceptable (LPTA) Source Selection Process. 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 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.

Effective Period of Contract / Tiers

The contract shall be for a term of forty-eight (48) months, with four separate pricing tiers and shall not exceed forty-eight (48) months. The first tier shall be a 12-month period. The second tier shall be a 12-month period immediately following the first tier. The third tier shall be for a 12-month period immediately following the second tier. The fourth tier shall be for a 12-month period immediately following the third tier.

Performance Period: 07/25/2024 - 07/24/2028 (4 years total)

Tier 1 – 07/25/2024 - 07/24/2025 (12-month period)

Tier 2 – 07/25/2025 - 07/24/2026 (12-month period)

Tier 3 - 07/25/2026 - 07/24/2027 (12-month period)

Tier 4 - 07/25/2027 - 07/24/2028 (12-month period)

A. The offeror shall include in their proposal when a commercial warehouse will be available and fully functional.

B. Exercising of a tier is not automatic and depends upon such conditions as acceptable Contractor performance in meeting contract specifications and verifying an ongoing demand for this requirement.

C. There are four tier periods in this solicitation. Acceptance of these tiers is mandatory.

D. Delivery – Items should be routinely delivered in accordance with a 48-hour (skip day) delivery.

The current delivery schedule for each location is set forth in the Schedule of Deliveries section.

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUANITY

The estimated dollar value (One Year) of this solicitation is $200,000.00, inclusive of all tiered pricing periods. The maximum dollar value will be $800,000.00 inclusive of all tiered pricing periods and surge requirements. The guaranteed minimum will be 10% of the Total Annual Estimated Dollar Value, which equates to $20,000.00. The Government's legal obligation under this contract extends solely to fulfilling this guaranteed minimum amount, which will be considered fulfilled upon purchases equivalent to that amount.

This solicitation encompasses multiple ordering facilities, as detailed in the Customer Deliveries section of the solicitation document and/or in Attachment 2 – Customer List. Ordering facilities within the region covered by this solicitation may be subject to addition and/or subtraction as circumstances dictate. It is important to note that any such adjustments will be made without incurring additional costs to the Government, as previously stipulated.

Customer: Ships and Stores Facilities in Oahu, Hawaii

12-month Estimate (Tier 1): $200,000.00

Guaranteed Minimum: $20,000.00

Maximum Ceiling Amount: $800,000.00 for the entire 4-year period.

The term “estimate” refers to the Agency’s good faith estimate of the requirement for the specific period stated.

NOTE: The guaranteed minimum, which is shown in the “Minimum” column, constitutes the Agency’s full legal obligation as to its ordering requirements. Once this obligation is met, there is no further ordering obligation on the part of the Agency regardless of what period said obligation is met within performance period.

III. ELECTRONIC CATALOG, PRODUCT SOURCING AND PRICING – ACTUAL

MATERIAL COSTS FOR SUBSISTENCE

Electronic Ordering Catalogs

a. An offeror who receives an award must uphold the obligation to maintain electronic catalogs encompassing all items accessible to the customers specified in this solicitation. These catalogs will be hosted in STORES. Each catalog item must include pertinent details such as the corresponding national or local stock number (as applicable), Government item description, packaging characteristics, unit of issue, and unit price. Electronic STORES manuals are readily accessible for reference and guidance.

b. All Contract Unit Prices shall remain fixed and unchanged unless modified pursuant to this provision or any other applicable clause within the contract. Only the Product Price component of the Contract Unit Price is eligible for adjustment under this section.

c. Following the initial tier, if there are changes to the Contractor's Product Price for any or all Contract Unit Prices, the Contract Unit Price for the subsequent ordering period's catalog shall be adjusted upon approval by the Contracting Officer. The Contractor must submit a request for adjustment in accordance with the procedures outlined below. The Contract Unit Price shall be adjusted by the same dollar amount as the change in the Product Price, subject to specified limitations.

d. Any approved price adjustments shall take effect at the beginning of the subsequent contract tier.

All unit prices listed in the ordering catalog, as calculated in accordance with this provision and in force at the time of order placement, shall remain valid for the duration of that order until delivery.

e. DLA Troop Support Indo-Pacific will be invoiced based on the Contract Unit Price in effect at the time of order placement, irrespective of any subsequent changes to the Contract Unit Price before delivery or in subsequent ordering periods.

f. In instances where package sizes other than gallons are utilized, pricing adjustments will be prorated based on the adjustment per gallon.

g. Catalog Product Prices must be reflective of the Contractor’s last receipt price (the price of the stock most recently received into the OCONUS inventory). For all Distribution Categories, when multiple sources are being utilized and more than one manufacturer’s product is receipted prior to a catalog update, the Contractor shall establish the Product Price based on the mix of invoices received after the previous changes period. The Product Price would be derived as follows:

Supplier A – 40% x $5.70 = $2.28

Supplier B – 30% x $5.90 = $1.77

Supplier C – 30% x $6.30 = $1.89

Product Price = $5.94

Catalog Maintenance:

i. New Items:

1. Prior to the initiation of the first order, DLA Troop Support Indo-Pacific, the customer, and the Contractor will collaborate to identify items not listed in the Schedule of Items but intended for inclusion in the ordering catalog. While this endeavor is limited in scope, it is essential for updating the catalog with items that were not previously required due to seasonal variations and other unforeseen circumstances unknown to the Contracting Officer at the time of solicitation.

2. [Note] Neither the Contractor nor The Customer Is Authorized to Add a New Item to The Catalog Without First Initiating a New Item Request to The Contracting Officer.

Such Requests Necessitate a Separate Fair and Reasonable Price Analysis Per Item.

3. After the commencement of ordering, should a customer express interest in procuring a pastry item not listed in the catalog, the Contractor shall be afforded a maximum of fifteen

(15) calendar days to source the item, obtain a stock number from DLA Troop Support Indo-Pacific (if required), and incorporate the item into the ordering catalog through an 832 catalog transaction in STORES. Subsequently, these items are expected to become a permanent component of the Contractor's inventory, contingent upon availability, subsequent to the Contracting Officer's determination of fair and reasonable pricing.

4. All requests for item approvals, whether for additions or changes, must be submitted utilizing the form provided by the Contracting Officer.

5. The successful awardee shall assume the responsibility of introducing new pastry items to the customers, as well as showing cost effective alternatives to their current choices.

6. All Holiday Items Must Be Stocked in The Contractors Warehouse, No Later Than Sixty (60) Days Prior To The Holiday. For Example, Christmas Items Must Be in The OCONUS Warehouse NLT October 25. The Contractor May Submit Any Exceptions (E.G. Short Shelf-Life Items) In Writing to The Contracting Officer.

7. For existing catalog items, the Contractor will be responsible for notifying the Contracting Officer on a monthly basis if any cataloged item has not been ordered in sufficient quantities Special Order, Seasonal, Spices, Food Service Operating Supplies, and Holiday Items will be required at less than ten (10) case demand levels and are excluded from the ten (10) case monthly demand review. The 120-day lead time does not apply to replacement items;

lead time will depend on existing inventory.

8. The Contractor shall collaborate with the customer to ensure their involvement in the determination of product acceptability.

9. The Contractor agrees that all new items will not be made available and delivered to the customer(s) until sufficient inventory of the new products have been shipped and received in the Contractor’s OCONUS facility(s) with the new items added to the customer’s catalog via the 832 catalog process according to the monthly 832 catalog updates.

10. If an item is deleted or replaced by a new item due to customer preference, the customer will make reasonable efforts to draw down the Contractor’s existing inventory, before ordering the new replacement item. The new item will not be added to the catalog until existing inventory is depleted, unless otherwise approved by the Contracting Officer. In the event that an item is deleted without a replacement, the customer will still make reasonable efforts to draw down the Contractor’s existing inventory providing that the Contractor did not mismanage the amount of inventory receipted into inventory. The Government will not, however, be liable for any unpurchased product.

11. An item that has been determined fair and reasonable and added to the Contractor’s catalog(s), then removed and is needed to be added again within a 12-month period, e.g., holiday items, special occasion items, etc. are not considered “new” items and are not subject to the NIRF process. The Contractor will follow normal 832 catalog price change procedures provided the item is exactly the same as the item previously determined fair and reasonable. This item may be subject to another fair and reasonable determination at the Contracting Officer’s discretion. Items removed greater than 12 months, are considered new items and subject to the NIRF process.

12. In the event of a change in pack size for an item, (e.g., an item changes from 24/12 oz cans to 12/12 oz cans), the contractor must notify the Contracting Officer of any such change. A new Sub-Category may be established within that Category (e.g., Sub-Category 1A) and the distribution price may be adjusted proportionally (e.g., from $6.00 per case to $3.00 per case).

ii. Catalog Pricing:

1. Schedule of Items Pricing: Items priced in the Schedule of Items will be included in the ordering catalog following award. The final proposed price for each item in the Schedule of Items will be the catalog price during the first two weeks of customer ordering. Pricing for the Schedule of Items will be determined fair and reasonable prior to award.

2. Contractor-Requested Catalog Price Changes: Upon award, all items listed in the Solicitation’s Schedule of Items, which are subsequently incorporated into the ordering catalogs, have been assessed as "fair and reasonable" in terms of pricing by the Contracting Officer.

3. All price modifications and catalog contract prices are subject to thorough review by the Government. The Contracting Officer reserves the right to request supporting data to substantiate any requested price change or the continuation of pre-existing prices for any item, including those applicable to prior ordering periods.

4. Upon receiving notice from the Contracting Officer requesting supporting data, the Contractor is obligated to promptly provide the Government with all necessary documentation. This includes, but is not limited to, invoices, quotations, price lists, documentation regarding rebates/discounts, and any other relevant substantiating information from the Contractor and all entities within its supply chain, including manufacturers, growers, private label holders, or redistributors.

5. 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.

6. 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 regular.

7. In the event of a price change not being reflected or a Contract Unit Price in the ordering catalog not being computed in accordance with the stipulations outlined in this section, resulting in an incorrect increase or decrease in the Contract Unit Price, the Contractor must promptly notify the Contracting Officer in writing upon discovery of such an occurrence. Subsequently, the Contractor must expeditiously rectify its ordering catalog.

8. If an erroneous price increase is detected in the ordering catalog, the Contractor is required to issue a refund, inclusive of any applicable interest, for any amounts erroneously paid to the Contractor as a result of the incorrect price.

9. Conversely, if an erroneous price decrease is identified in the ordering catalog, the Contractor may submit a request for an equitable adjustment reflecting the undercharge to the Contracting Officer for consideration. Such a request will be entertained if the Contractor satisfactorily demonstrates to the Contracting Officer that the error did not arise from the Contractor's fault or negligence. However, the Contractor shall not be entitled to reimbursement if the undercharge resulted from its own fault or negligence.

10. Limitations. All adjustments under this section shall be limited to the effect on Contract Unit Prices of actual increases or decreases in the Product Prices for material. There shall be no upward adjustment for:

a. Supplies for which the Product Price is not affected by such changes;

b. Changes in the quantities of materials; and

c. 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.

iii. Catalog Additions:

1. Before an item is added to the catalog, Contractors are required to submit to the contracting officer a request of proposed catalog additions (See Attachment 7). The request shall include the stock number, Government item description, proposed unit price and a corresponding supplier invoice or quote.

2. The request is due by 9:00 AM HST on the 1st Monday prior to inclusion of the following Sunday’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 week’s ordering catalog.

3. 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 Sunday’s catalog update. 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 pricing still cannot be determined fair and reasonable the item will not be added to the catalog.

iv. Pricing Requirements:

The final negotiated contract fixed unit price for each item delivered to all customers shall be in effect and remain unchanged for a minimum of 12-months on all orders issued during the initial tier. Prices shall be updated annually at the commencement of each new tier period, as outlined in the Effective Period of Contract / Tiers section.

v. 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 Product Price supply chain, up to and including the grower, manufacturer, and/or redistributor, for the purpose of confirming Product 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 5 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.

vii. 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.

viii. Disputes.

Any dispute arising under this section shall be determined in accordance with the “Disputes” clause of the contract.

Definitions:

As used throughout this clause, the term

a. “Contract unit price” means the total price per unit charged to DLA Troop Support Indo-Pacific for a product delivered to DLA Troop Support Indo-Pacific’s customers. The Contract unit price consists of two components: Product Price and Distribution Price as identified in the schedule of items. The sum of the two component prices shall be rounded to the nearest cent to determine the final Contract unit price.

b. “Product/Delivered Price” is the most recent manufacturer or private label holder commercial price per unit to the Contractor, inclusive of standard freight to the Contractor’s facility/facilities, for the purchase of a representative quantity of the item as compared to orders under this contract.

Product 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.

Product Price shall be substantiated with an actual invoice paid by the Contractor. In limited circumstances, quotations may be used to substantiate a Product Price, but only with specific approval of the Contacting Officer. The Product Price shall not include costs to be included in the Distribution Price.

vi. Exceptions:

1. A contiguous United States (CONUS) based manufacturer, grower or private label holder’s product pricing which is a national price inclusive of transportation costs to a Distribution Point shall be supported by documentation and may be considered by the Government on a case-by-case basis, upon concurrence of the Contracting Officer.

2. Mandatory source items: The Product Price shall be limited to the nonprofit agency’s price for product as set in accordance with applicable law. The Product Price shall be based on f.o.b.

origin/nonprofit agency. (Prices set in accordance with applicable law (f.o.b. origin/nonprofit agency.).

3. Contractor table displays/decorations only: For products listed in category [n/a] Contractor table displays/decorations only, the Product Price shall be based on f.o.b. origin/point of the manufacturer’s distributor because the manufacturer will not sell directly to the Contractor. This exception must be approved by the Contracting Officer on a case-by-case basis. Support documentation is required.

4. A CONUS-based redistributor’s price for a specific manufacturer’s product (also known as a stock keeping unit (SKU)) may be considered by the Government as long as the redistributor’s price for the quantity ordered is equal to or lower than the manufacturer’s published price inclusive of discounts/allowances. This exception must be approved by the Contracting officer on a case-by-case basis. Support documentation may be required.

c. “Product Allowance” is discounts, rebates, and allowances to be passed on to the Government.

In accordance with other provisions of the contract, all discounts, rebates, or allowances on particular items which are reflected in the amounts shown on the face of the manufacture’s, grower’s or private label holder’s invoice (referred to as “off-invoice allowances”) or otherwise given to the Contractor by the manufacturer, grower or private label holder, shall be passed by the Contractor to the Government, in the form of an up-front price reduction. The total of these discounts, rebates, and allowances (or product allowance), shall be reflected via a reduced subsistence total order and receipt electronic system (STORES) price, resulting in a lower invoice price to the customer. Any rebates that must be passed to the Government and which cannot be applied as an up-front price reduction must be submitted via check made to the United States (U.S.) Treasury, attached with itemized listing of all customer purchases by line item to include contract number, call number, purchase order number and contract line-item number (CLIN).

d. “Ordering catalog” means the electronic listing of items and their corresponding contract unit prices available for ordering under this contract.

e. “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.

f. “Ordering Period” means from Sunday at 12:00 AM (Hawaii Standard Time (HST), standard or daylight as applicable) through 11:59 PM on the second Saturday, following.(i.e., the 14th day).

g. “Private Label Holder” means:

vii. 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.

viii. 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

ix. An entity holding exclusive marketing and/or sales authority of a product, or one holding property rights in a proprietary product formula.

h. “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”).

i. “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 Product Prices. Examples may include: brokers, dealers, distributors, and buying groups.

j. “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.

x. 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).

k. “Ordering month” means from Sunday 12:01 AM of the first full week in a calendar month through the last Saturday 11:59 PM that precedes the Sunday of the first full week in the next calendar month (Hawaii standard time (HST).

l. United States Defense Transportation System (DTS) Ocean Shipping Costs:” DTS ocean transportation costs (for shipping the product from the Contractor’s CONUS facility(s) to the Contractor’s OCONUS facility(s), aka “point to point” delivery via DTS), shall be excluded from the Distribution Price. The Defense Transportation System is responsible for point-to-point delivery.

Brand Name Items

a. The existing Market Basket comprises a multitude of brand-name items, curated based on the ordering patterns of the customers specified in this solicitation. These items are favored by customers, reflecting their expressed preferences and the anticipation of their inclusion in the catalog upon customer request, subject to review by the Contracting Officer.

b. It is important to note that the current Market Basket does not preclude prospective modifications to the catalog during the contract's tenure, including the addition of competing products deemed to offer enhanced value to the customer. However, any changes or additions involving brand-name products necessitate approval and authorization by both the customer and the Contracting Officer.

Addition Of New Customers

a. Adding Customers within the Contract’s Geographic Distribution Region/Zone:

i. After contract award, there may be instances when new customers request support of their grocery requirements. Additional DoD and/or Non-DoD federal government customers that request DLA Troop Support Indo-Pacific 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.

ii. 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, shall be the sole decision of the DLA Troop Support Indo-Pacific Contracting Officer.

iii. 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:

i. This provision applies to the following customers:

1. 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.

2. 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.

ii. The customers described in above, and their grocery requirements, may be added to any contract resulting from this solicitation as follows:

1. 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 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).

a. The Contracting Officer will request complete price proposals to support the subject new customer(s), to include distribution and Product Prices. 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.

2. 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.

iii. 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.

Item Availability

a. Items must be stocked in sufficient quantities to fill all ordering activity requirements. When the Contractor determines its supply chain management, factors such as fluctuations, increases, decreases, surges in demand, stocking procedures and lead times from CONUS to OCONUS all must be taken into consideration.

b. If an item with an established demand is not properly managed by the Contractor, and a not-in-stock (NIS) situation occurs that is projected to last for more than 10 days, the Contractor will be required to commercially airlift the product from CONUS at the Contractor’s own expense. The Defense Transportation System (DTS) may be used for airlift at the Contracting Officer’s discretion; however, the Contractor will be responsible for reimbursing the Government for all DTS airlift costs.

Surge And Sustainment

a. The primary mission of the Defense Logistics Agency (DLA) is to provide support to the military during both peacetime and contingencies. The agency's capacity to rapidly escalate operations to fulfill early requirements, and to maintain an elevated tempo throughout contingencies, is paramount to the execution of U.S. military strategy. As a Combat Support Agency, DLA is directly tasked with delivering timely support of critical supplies to the Combatant Commanders to meet their operational needs.

b. Given DLA's distinctive role, the capability for surge and sustainment is a fundamental consideration in all acquisitions. All DLA contractors bear responsibility for surge and sustainment performance, ensuring the actual existence of surge capability and validating it through surge testing. Consequently, surge testing will be a mandatory requirement under the resultant contracts of this solicitation for the duration of their lifecycle.

c. DLA defines surge as the ability to ramp up quickly to meet early requirements normally needed within the first 45 days of a contingency. Sustainment is defined as the ability to sustain an increased pace throughout the contingency(s) for six months or longer. The spectrum of possible contingencies includes major theatre and smaller scale contingency operations. Examples of various contingencies are as follows:

d. Military Operations – The Contractor must have the ability to support surges in demand, which may be needed for an extended period of time on short notice. For this type of scenario, the capability to ramp- up quickly to meet early requirements, as well as sustainment for an extended period of time is essential.

e. Mobilization –A full scale military mobilization or a national emergency could increase demand for supplies of those items and quantities listed in the contractor catalog. This increase in quantity may be needed for a six-month period or longer. Normal mobilization strategies provide lead times of at least 30 days to build to the necessary support level. The Contractor must have the ability to support this increased level of supply for an extended period of time.

VI. INVENTORY AND WAREHOUSE MANGEMENT

Warehouse Management

a. The Contractor will be required to perform supply chain and warehouse management functions and to position a full line of pastries into its warehouse(s). The Contractor has responsibility for all supply chain management.

b. Supply chain…