SOW Pepsi updated 7.22.2020.docx

CAUTION NOTICE

BLANKET PURCHASE AGREEMENT

CANNED AND BOTTLED SODA PRODUCTS

1. The supplier is required to indicate acceptance of this Blanket Purchase Agreement (BPA).

2. The supplier is also required to complete the applicable representation/certifications at clauses 52.209-11, 52.212-3, and 252.225-7000; and 52.215-6 – Place of Performance.

3. It is imperative that the requested information in this paragraph be provided when completing this BPA document. In particular, the Government requires the FAX NUMBER FOR ORDER RECEIPT to ensure prompt delivery to military customers. Additionally, POINT(S) OF CONTACT FOR ORDERING and POINT(S) OF CONTACT FOR INVOICING AND PAYMENT will need to be completed.

CAUTION - CONTRACTOR CODE OF BUSINESS ETHICS

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 Requirement and/or Other Security Programs

Many bases currently require enrollment in RapidGate and/or other security programs and will not allow entry without clearance. During the contract implementation period, the Contractor must contact all customer locations to determine whether enrollment in RapidGate or another security program is required for access to each location. If RapidGate 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 RapidGate clearance may result in a vendor being turned away from the base and being unable to complete delivery. The contractor is responsible for the additional cost for RapidGate enrollment and must ensure that a RapidGate enrolled driver is available for all deliveries. We currently estimate that RapidGate 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 or other security enrollment may vary, so the contractor should contact RapidGate to determine its own costs. If more than one driver is required, RapidGate 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 in RapidGate is encountered during the implementation period, the contractor MUST contact RapidGate and/or the Security Officer at the applicable customer locations to resolve any issues with processing RapidGate enrollment so that the contractor will be able to deliver as required. For additional information regarding RapidGate, including enrollment instructions, please visit their website at http://www.rapidgate.com.

Contents

Schedule of Supplies

· Caution Notice ……………………………………………………………………... 1

· Rapid Gate …………………………………………………………………………. 2

· Item Description …………………………………………………………….…... 4

Blanket Purchase Agreement (BPA) Terms and Conditions

1. Description of Agreement………………………………………….…………………6

2. Extent of Obligation……………………………………………….………………….6

3. Pricing…………………………………………………………….…………….….…6

4. Purchase Limitation………………………………………………………………..….6

5. Individuals Authorized To Place Orders……………………………………………...6

6. Deliveries……………………………………………………………………………...6

7. Delivery Tickets……………………………………………………………………….7

8. Marking Requirements………………………………………………………………...7

9. Invoices………………………………………………………………………………..7

10. Delivery Locations…………………………………………………………………….7

11. Acceptance…………………………………………………………………………….8

12. Additional Ordering Procedures/Requirements……………………………………….8

13. Additional Responsibilities of the Supplier……………………………………………8

14. Right to Award Other Contract and Orders……………………………………………8

15. North America Industry Classification System (NAICS) Code and Small Business Size Standard………………………………………………………….8

16. Non-Compete Provision………………………………………………………………..8

17. Food Defense / Force Protection……………………………………………………….9

STATEMENT OF WORK

A. Item Description: Beverage, Carbonated and/or Non-Carbonated, Canned or Bottled, Various Flavors as shown in attached catalog.

Additional beverage items may be added to this BPA. If a customer desires to order a beverage item that is not listed in the BPA, a written request to the DLA Troop Support Market Ready Contract Specialist shall be submitted to have the item added. Prior to its inclusion in the STORES catalog, the pricing for each additional item must be negotiated and the Contracting Officer must determine that the price for the respective item is fair and reasonable.

B. ITEM AVAILABILITY Cans/Bottles

1. The contractor shall notify the customer within 24 hours of order placement of the non-availability of any item. The contractor shall offer the customer a substitute of equal or higher quality and at an equal or lower cost, or advise them of the not-in-stock position of the item. Substituted product shall not be delivered without prior consent by the customer. Substituted items must be noted as such on the invoice.

2. All supplies shall be furnished on a “fill or kill” basis. The order must be filled in its entirety or canceled (killed). Partial shipments are acceptable if the customer is notified in advance and agrees to the partial shipments. DLA Troop Support will not be responsible for payment of any items not appearing on a STORES purchase order.

C. AUTHORIZED RETURNS

The contractor shall accept returns under the following conditions:

11. No cost CANS/BOTTLES. Order cancellation policy at no additional cost to the Government are authorized when:

a. Orders less than $8,000. Customers may cancel orders less than $8,000 with advance cancellation notice to the contractor by12:00 p.m. local time, two (2) business days prior to scheduled delivery. The customer will be responsible for payment of the order if timely cancellation notice is not received by the contractor.

b. Orders greater than $8,000. Customers may cancel orders great than $8,000 with advance cancellation notice to the contractor ten (10) business days prior to the scheduled delivery. The customer will be responsible for payment of the order if timely cancellation notice is not received by the contractor.

POINT(S) OF CONTACT (POC) FOR INVOICING AND PAYMENT:

A DELIVERY TICKET WILL ACCOMPANY EACH DELIVERY ORDER CITING ORDER NUMBER, UNIT PRICE, BE ITEMIZED, EXTENDED AND TOTALED.

PRICES CITED ON DELIVERY TICKET FOR STORES SITES WILL BE PRICES AT THE TIME OF ORDER AND NOT THE PRICES AT TIME OF DELIVERY.

DELIVERIES AND PERFORMANCE:

ALL DELIVERIES EXCLUDE NATIONAL LEGAL HOLIDAYS UNLESS OTHERWISE INDICATED BY ORDERING ACTIVITY.

INSPECTION:

CONTRACTOR’S DELIVERY VEHICLES WILL STOP AND REPORT TO THE INSPECTION POINTS AS DESIGNATED FOR INSPECTION OF PRODUCTS BEFORE PROCEEDING

TO ANY OTHER DESIGNATED DELIVERY POINT.

Blanket Purchase Agreement (BPA) Terms and Conditions

1. Description of Agreement

a. Period of performance for BPA SPE302-20-R-0004 is September 2020 through September 2025.

b. The supplier shall furnish items as set forth in this BPA Document if and when requested by the contracting officer or the authorized representative of the contracting officer during the period commencing on the effective date of this agreement as indicated in Block 3 of the DD Form 1449 and ending FIVE years from the effective date unless advance written notice of cancellation is received from either party prior to the expiration date.

c. The supplier shall only provide the products as indicated in this agreement or its modifications. The product description and/or specifications are provided on Attachment # 1 - Schedule of Supplies.

d. All items delivered shall be produced, processed and prepared in accordance with the highest commercial standard practices, and shall conform to those products the contractor offers for resale in retail outlets, and shall be produced in an approved production facility.

2. Extent of Obligation The government is obligated only to the extent of authorized purchases actually made under this agreement.

3. Pricing

a. The supplier warrants that prices set forth in each call are as low as, or lower than; those charged his most favored customer for comparable quantities under similar terms and conditions, in addition to any discounts for prompt payments.

b. Prices shall be firm fixed for a twelve month period.

c. The supplier is responsible for notifying the Contracting Officer, in writing at least, 14 days before the new price change effective date. If the supplier does not contact the Contracting Officer with a price change request, the previous year's prices will remain in effect.

d. All prices are FOB Destination.

4. Purchase Limitation See paragraph 5 below.

5. Individuals Authorized to Place Orders

a. The individuals authorized to place orders against this BPA and the dollar limitation per order are as follows:

(1) The designated Food Service Ordering Officer(s) at the dining facilities listed in paragraph 10 below.

(2) The DLA Troop Support Procurement Office Hawaii. They have no restriction per order.

b. The supplier may only accept orders from individuals identified as being authorized to place orders under this BPA.

c. All orders must be placed through STORES or other authorized Government purchasing system.

6. Deliveries

a. All deliveries shall be made as indicated by the BPA order.

b. Only those products specifically listed in this BPA are authorized for delivery. Delivery of unauthorized products shall be at the risk of and the sole responsibility of the supplier and may result in non-payment as well as cancellation of this agreement.

c. Partial shipments may not be accepted.

d. The contractor shall remove ALL pallets used for delivery from the delivery point to include piers and dining facilities’ receiving areas. The contractor shall instruct drivers to either wait for delivery completion or double back to delivery points to retrieve pallets, regardless the driver is to pick up the same amount of pallets that were left. Excess pallets hinder normal “daily operations” and “Emergency access”. In the event, the contractor’s pallets are or become broken, it is the contractor’s responsibility to take those pallets back to their facility for disposal. Removal of pallets shall not result in any additional cost to the Government.

Ships/Submarine personnel are “Required to stack” reusable pallets for easier pickup removal. If pallets are not being stacked, the contractor shall notify FLS POC with location and ship/submarine’s name.

7. Delivery Tickets

a. All shipments under this agreement shall be accompanied by delivery tickets or sales slips which shall contain the following minimum information:

(1) Name of Supplier.

(2) 13 Position STORES/ SAP Number. (i.e. SPE300-16-A-XXXX)

(3) Four Position Call Number (i.e. 131A)-Last position may be an Alpha or a Numeric figure.

(4) Date of Purchase.

(5) Itemized List of Supplies Furnished.

(6) Quantity, unit price, and extension of each item, less applicable discounts (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided that the invoice is itemized to show this information).

(7) Date of Delivery or Shipment.

b. The customer shall sign a copy of the delivery ticket to signify acceptance of the product. Failure by the vendor to provide a delivery ticket at time of delivery may result in nonpayment.

8. Marking Requirements Standard commercial markings for individual packages will be used to clearly mark and identify the nature of contents and the expiration date. All markings shall be clear, legible, non-fading and durable.

9. Invoices Invoicing shall be done via the DLA Troop Support Web Invoicing Tool. Manual invoices will not be processed.

10. Delivery Locations

a. The locations of the Dining Facilities placing/receiving orders are on Attachment #2 – List of Customers.

b. Delivery days and times shall be agreed upon by the vendor and the customer. Once agreed upon, a change in the delivery days and times MUST be agreed upon by the vendor and the customer.

c. Delivery lead time: 48 hours from vendor receipt of order via Electronic Business System (EBS).

11. Acceptance Government acceptance of product shall be at the customer's delivery location.

12. Additional Ordering Procedures/Requirements

a. Ordering under this BPA shall be accomplished through the STORES/SAP system only. An electronically transmitted order will be sent via a facsimile from the customer to the supplier. An order/call number will be furnished to the supplier via electronically transmitted facsimile STORES Purchase Orders. The supplier is required to insert the order/call number on the delivery ticket/invoice

b. Ordering activities shall place orders at least three working days prior to required delivery date.

c. Authorized personnel shall not order products other than those listed in this BPA.

d. Bottler will not accept orders placed via telephone or email.

13. Additional Responsibilities of the Supplier

a. The supplier’s/suppliers’ authorized official shall indicate acceptance of this BPA by providing the information required at Block 30 on Page 1 of this agreement.

b. One copy of the completed BPA shall be returned to the Contract Specialist:

Emailed copies are acceptable/all copies of the BPA must be sent to TroopSupportPacificProcurement-Hawaii@dla.mil

c. The supplier is also required to complete the applicable representation/certifications at clauses: 252.209-7992 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law—Fiscal Year 2015 Appropriations (DEVIATION 2015- O0005) (DEC 2014); 52.212-3 entitled Offeror Representations and Certifications-Commercial Items; 252.225-7000 entitled Buy American Act Balance of Payments Program Certificate; and 52.215-6 - Place of Performance (Oct 1997).

d. The supplier is responsible for notifying the Contracting Officer, in writing at least, 14 days before the new price change effective date. If the supplier does not contact the Contracting Officer with a price change request, the previous year's prices will remain in effect.

14. Right to Award Other Contracts and Orders The Government reserves the right to award orders to other suppliers for like products during the same performance period as this Blanket Purchase Agreement.

15. North American Industry Classification System (NAICS) Code and Small Business Size Standard The NAICS code and small business size standard for this acquisition are 312111 and 500, respectively.

16. Non-Compete Provision The offeror warrants that it will not actively promote, encourage, or market any of the customers on this acquisition away from a resultant DLA Troop Support Pacific contract and onto a contract of any other Government agency or commercial entity. This prohibition applies both on a pre-award and post-award basis.

17. Food Defense / Force Protection DLA Troop Support Subsistence Directorate provides world-wide subsistence logistics support during peace time as well as during regional conflicts, contingency operations, national emergencies, and natural disasters. At any time, the United States Government, its personnel, resources and interests may be the target of enemy aggression to include espionage, sabotage, or terrorism. This increased risk requires DLA Troop Support to take steps to ensure measures are taken to prevent the deliberate tampering and contamination of subsistence items. The offeror must ensure that products and/or packaging have not been tampered with or contaminated throughout the growing, storage, and delivery process. Contract awardee will ensure to complete security of all conveyances to any military installations. The offeror must immediately inform DLA Troop Support Subsistence of any attempt or suspected attempt by any party or parties, known or unknown, to tamper with or contaminate subsistence supplies. As the holder of a contract with the Department of Defense, the awardees should be aware of the vital role they play in supporting our customers. It is incumbent upon the awardees to take all necessary actions to secure product delivered to all military customers, as well as any applicable commercial destinations.