Japan_Signed_Final_Redacted.pdf

PDF 2 MB Posted Feb 14, 2018

Attached to: Award Document Federal contract opportunity
Solicitation number: SPE30016R0003
Issued by: Defense Logistics Agency Troop Support Subsistence

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SPE300-16-R-0003 SUBSISTENCE PRIME VENDOR JAPAN, SINGAPORE, DIEGO GARCIA,

THE PHILIPPINES AND THE ISLAND OF OKINAWA - ATTACHMENT 1

CONTRACTOR CODE OF BUSINESS ETHICS (FEB 2012) DLA TROOP SUPORT

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 violation found in title 18 of the United

States Code or a violation of the False Claims Act (31 U.S.C. 3729-3733).

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.

DLA PACKAGING REQUIREMENTS FOR PROCUREMENT

(1) Additional Packaging and Marking Requirements:

(a)Prohibited cushioning and wrapping materials: Use of asbestos, excelsior, newspaper, shredded paper (all types, including wax paper and computer paper), and similar hygroscopic or non-neutral materials and all types of loose-fill materials, including polystyrene, is prohibited for application such as cushioning, fill, stuffing, and dunnage. In addition, the use of yellow wrapping or packaging material is prohibited except where used for the containment of radioactive material.

(b)MIL-STD-129 establishes requirements for contractors that ship packaged materiel to the

Government to provide both linear bar codes and two-dimensional (2D) symbols on shipping labels.

Shipping labels with 2D symbols are referred to as Military Shipping Labels (MSL) and are required on all CONUS and OCONUS shipments with the following exceptions:

(1) Subsistence items procured through full-line food distributors (prime contractors), “market ready” type items shipped within the Continental United States (CONUS) to customers within CONUS;

(2) Any item for which ownership remains with the contractor until the item is placed in designated locations at the customer location prior to issuance to the customer. Government control begins upon placement of the item by the contractor into the designated location or issuance from the designated location by contractor personnel (i.e., the contractor is required to stock bins at the customer location and/or issue parts from a contractor controlled parts room).

(3) Bulk petroleum, oil and lubricant products delivered by pipeline; or tank car, tanker and tank trailer for which the container has a capacity greater than 450 L (119 gallons) as a receptacle for a liquid; a maximum net mass greater than 400 kg (882 pounds) and a capacity greater than 450123 L

(119 gallons) as a receptacle for a solid; or a water capacity greater than 454 kg (1000124 pounds) as a receptacle for a gas.

(4)Medical items procured through Customer Direct suppliers or prime contractors that do not enter the Defense Transportation System.128

(5)Delivery orders when the basic contract has not been modified to require MIL-STD-129.

(c)MIL-STD-129 provides numerous illustrations of what should be bar-coded and the recommended placement of the bar code. Further information is available on the DLA Packaging Web Site at:

http://www.dla.mil/LandandMaritime/Offers/Services/TechnicalSupport/Logistics/Packaging.aspx .

(2) Requirements for Treatment of Wood Packaging Material (WPM)

(a)Assets packed in or on wood pallets, skids, load boards, pallet collars, wood boxes, reels, dunnage, crates, frames, and cleats must comply with the Heat Treatment (HT) or Heat Treatment/Kiln Dried

(HT/KD) (continuous at 56 degrees Centigrade for 30 minutes) standard in 09/19/2016 5

DoD Manual 4140.65-M "Compliance for Defense Packaging: Phytosanitary Requirements for Wood

Packaging Material (WPM)". WPM must be stamped or branded with the appropriate certification markings as detailed in DOD 4140.65-M and be certified by an accredited American Lumber

Standards Committee (ALSC)-recognized agency. The WPM certification markings must be easily visible, especially in pallet loads, to inspectors.

(3) Palletization shall be in accordance with MD00100452, REVISION C, DATED 09/2016 found at http://www.dla.mil/LandandMaritime/Offers/Services/TechnicalSupport/Logistics/Packaging/Palletiz ation.aspx

FOOD AND DRUG ADMINISTRATION (FDA) COMPLIANCE - DLA TROOP SUPPORT

MEDICAL AND SUBSISTENCE

If any supplies acquired hereunder are recalled under the provisions of the Federal Food, Drug and

Cosmetic Act, and regulations there under, the Contractor shall, at the Government’s option, either reimburse the Government or repair/replace the recalled supplies. Additionally, the Contractor shall http://www.dla.mil/LandandMaritime/Offers/Services/TechnicalSupport/Logistics/Packaging/Palletization.aspx http://www.dla.mil/LandandMaritime/Offers/Services/TechnicalSupport/Logistics/Packaging/Palletization.aspx notify the Contracting Officer immediately when a firm decides to voluntarily recall or withdraw any product from the marketplace. Upon notification by the Contracting Officer that supplies acquired hereunder have been recalled, the Contractor shall either (a) accept certificates of destruction from the

Government after the supplies have been properly disposed of, (b) request return of the supplies, or

(c) if supplies may be repaired on site without transporting them from their location, furnish all materials necessary to effect repairs. Replacement or reimbursement will be accomplished by the

Contractor immediately on receipt of Certificates of Destruction or returned supplies. The costs of replacement or repair of supplies, and transportation and handling costs for movement of returned, replaced or repaired supplies within the contiguous United States shall be paid by the Contractor. The provisions of this clause are applicable only when the value of the recalled supplies in the possession of the Government amounts to $100 or more. The rights and remedies of the Government provided in this clause are in addition to, and do not limit, any rights afforded to the Government by any other clause in the contract.

SAFETY OF LIFE AT SEA (SOLAS)

1. SOLAS requires that the Verified Gross Mass (VGM) of all loaded containers be provided to the ocean carrier and terminal representative before any container is lifted onboard a vessel. Additional information on these requirements is included in Military Surface Deployment and Distribution

Command Customer Advisory CA-16-04/08-0035 dated April 8, 2016 found at https://www.sddc.army.mil/res/Pages/advisories.aspx.

2. When shipping containers booked through the Defense Transportation System (DTS), in order to comply with SOLAS requirements, the Subsistence Prime Vendor MUST ensure that the VGM of each container is provided to DLA Distribution, that the VGM of each container is certified, and that the tare weight of each container is also provided to DLA Distribution. This information shall be provided by the Subsistence Prime Vendor, or its representative, in a format approved by the DLA

Distribution Transportation office.

The certified VGM of the container shall be determined by one of the following methods, unless otherwise authorized by the Contracting Officer, with all weighing being completed in accordance with the laws of the jurisdiction in which the weighing occurs:

Method No. 1: Weigh the packed container after loading is finished;

---or---

Method No.2: Weigh the individual packages/cargo, including the packing and securing material, then add the tare weight of the container.

3. When shipping containers booked through DTS, the VGM provided to DLA Distribution must be certified with the following statement:

“I hereby certify that this container was weighted IAW the International Convention for the Safety of

Lives at Sea (SOLAS), Chapter VI, Part A, Regulation 2 - Cargo Information, and the gross weight is determined to be ________ lbs. Signed and certified: (electronic signature; pen and ink signature; or signature block in all capital letters).”

All forms of signature must be legible and made by a representative of the “shipper.” For the purposes of the certified VGM for any material shipped through DTS under this contract, the

“shipper” is defined as the company at whose location the container is loaded and sealed. There may be instances where the party booking the container differs from the shipper; however, the shipper is still responsible for supplying and certifying the VGM data unless otherwise directed by the

Contracting Officer or DLA Distribution. The Subsistence Prime Vendor will be responsible for ensuring that the shipper provides an accurate VGM and provides the appropriate certification.

Failure to submit the VGM, the above certification statement, and/or a legible, valid form of signature may delay the container shipment. The Government will not be responsible for any delays or costs associated with the failure to provide the required VGM and certification. Consistent with the basic contract terms, any such costs, including demurrage or product loss, will be the Subsistence Prime

Vendor’s responsibility.

Inclusion of the above certification on a packing list is generally the preferred method of submission;

however, other forms of submission may be acceptable when approved or required by DLA

Distribution and the Contracting Officer.

4. It is the Subsistence Prime Vendor’s responsibility to ensure all information and documentation submitted is accurate so that containers will not be delayed during transit. The Subsistence Prime

Vendor is advised that a container missing the VGM certification may not be loaded onboard the vessel and may be denied entry to the port facility. Any discrepancies in the VGM could result in additional charges and/or cargo being frustrated within the transportation pipeline. The Subsistence

Prime Vendor will be responsible for costs incurred for delays due to improper or erroneous documentation, including documentation related to SOLAS requirements. The U.S. Government is not responsible for any costs resulting from or related to delays associated with these SOLAS requirements or improper documentation.

5. Additionally, for Class I Subsistence shipments through DTS, the Subsistence Prime Vendor will be required to provide the DTS carrier with the VGM directly. The method for providing each carrier with the VGM may vary based on the carrier and the port. The Subsistence Prime Vendor shall request specific guidance on how this information is to be provided to the carriers from the DLA

Distribution Transportation Office.

1. The Subsistence Prime Vendor is responsible for ensuring its continued compliance with transportation related laws and regulations applicable to performance under this contract. The

Subsistence Prime Vendor should continue to coordinate with USTRANSCOM, Military Surface

Deployment and Distribution Command, DLA Distribution, and DLA Troop Support to ensure its continued compliance with all DTS shipping requirements.

SANITARY CONDITIONS

(a) Food establishments.

(1) All establishments and distributors furnishing subsistence items under DLA Troop Support contracts are subject to sanitation approval and surveillance as deemed appropriate by the Military

Medical Service or by other Federal agencies recognized by the Military Medical Service. The

Government does not intend to make any award for, nor accept, any subsistence products manufactured, processed, or stored in a facility which fails to maintain acceptable levels of food safety and food defense, is operating under such unsanitary conditions as may lead to product contamination or adulteration constituting a health hazard, or which has not been listed in an appropriate Government directory as a sanitarily approved establishment when required. Accordingly, the supplier agrees that, except as indicated in paragraphs (2) and (3) below, products furnished as a result of this contract will originate only in establishments listed in the U.S. Army Public Health

Command (USAPHC ) Circular 40-1, Worldwide Directory of Sanitarily Approved Food

Establishments for Armed Forces Procurement, (Worldwide Directory) (available at:

http://phc.amedd.army.mil/topics/foodwater/ca/Pages/DoDApprovedFoodSources.aspx ). Compliance with the current edition of DoD Military Standard 3006A, Sanitation Requirements for Food

Establishments, is mandatory for listing of establishments in the Worldwide Directory. Suppliers also agree to inform the Contracting Officer immediately upon notification that a facility is no longer sanitarily approved and/or removed from the Worldwide Directory and/or other Federal agency’s listing, as indicated in paragraph (2) below. Suppliers also agree to inform the Contracting Officer when sanitary approval is regained and listing is reinstated.

(2) Establishments furnishing the products listed below and appearing in the publications indicated need not be listed in the worldwide directory. Additional guidance on specific listing requirements for products/plants included in or exempt from listing is provided in Appendix A of the worldwide directory.

(i) Meat and meat products and poultry and poultry products may be supplied from establishments which are currently listed in the “Meat, Poultry and Egg Inspection Directory,] published by the

United States Department of Agriculture, Food Safety and Inspection Service (USDA, FSIS), at http://www/fsis/usda/gov/wps/portal/fsis/topics/inspection/mpi-directory . The item, to be acceptable, shall, on delivery, bear on the product, its wrappers or shipping container, as applicable, the USDA shield and applicable establishment number. USDA listed establishments processing products not subject to the Federal Meat and Poultry Products Inspection Acts must be listed in the Worldwide

Directory for those items.

(ii) Intrastate commerce of meat and meat products and poultry and poultry products for direct delivery to military installations within the same state (intrastate) may be supplied when the items are processed in establishments under state inspection programs certified by the USDA as being “at least equal to” the Federal Meat and Poultry Products Inspection Acts. The item, to be acceptable, shall, on delivery, bear on the product, its wrappers or shipping container, as applicable, the official inspection legend or label of the inspection agency and applicable establishment number.

(iii) Shell eggs may be supplied from establishments listed in the “List of Plants Operating under

USDA Poultry and Egg Grading Programs” published by the USDA, Agriculture Marketing Service

(AMS) at http://www.ams.usda.gov/poultry/grading.htm.

(iv) Egg products (liquid, dehydrated, frozen) may be supplied from establishments listed in the

“Meat, Poultry and Egg Product Inspection Directory” published by the USDA FSIS at http://apps.ams.usda.gov/plantbook/Query_Pages/PlantBook_Query.asp . All products, to be acceptable, shall, on delivery, bear on the product, its wrappers or shipping container, as applicable, the official inspection legend or label of the inspection agency and applicable establishment number.

(v) Fish, fishery products, seafood, and seafood products may be supplied from establishments listed under “U.S. Establishments Approved For Sanitation And For Producing USDC Inspected Fishery

Products” in the “USDC Participants List for Firms, Facilities, and Products”, published electronically by the U.S. Department of Commerce, National Oceanic and Atmospheric

Administration Fisheries (USDC, NOAA) (available at: seafood.nmfs.noaa.gov). All products, to be acceptable, shall, on delivery, bear on the product, its wrappers or shipping container, as applicable, the full name and address of the producing facility.

(vi) Pasteurized milk and milk products may be supplied from plants having a pasteurization plant compliance rating of 90 percent or higher, as certified by a state milk sanitation officer and listed in

“Sanitation Compliance and Enforcement Ratings of Interstate Milk Shippers” (IMS), published by the U.S. Department of Health and Human Services, Food and Drug Administration (USDHHS, FDA) at http://www.fda.gov/Food/GuidanceRegulation/FederalStateFoodPrograms/ucm2007965.htm. These plants may serve as sources of pasteurized milk and milk products as defined in Section I of the

“Grade ‘A’ Pasteurized Milk Ordinance” (PMO) published by the USDHHS, FDA at http://www.fda.gov/Food/GuidanceRegulation/GuidanceDocumentsRegulatoryInformation/Milk/defa ult.htm.

(vii) Manufactured or processed dairy products only from plants listed in Section I of the “Dairy

Plants Surveyed and Approved for USDA Grading Service”, published electronically by Dairy

Grading Branch, AMS, USDA (available at:

http://www.ams.usda.gov/AMSv1.0/getfile?dDocName=STELPRD3651022 ) may serve as sources of manufactured or processed dairy products as listed by the specific USDA product/operation code.

Plants producing products not specifically listed by USDA product/operation code must be

Worldwide Directory listed (e.g., plant is coded to produce cubed cheddar but not shredded cheddar;

or, plant is coded for cubed cheddar but not cubed mozzarella). Plants listed in Section II and denoted as “P” codes (packaging and processing) must be Worldwide Directory listed.

(viii) Oysters, clams and mussels from plants listed in the “Interstate Certified Shellfish Shippers

Lists” (ICSSL), published by the USDHHS, FDA at http://www.fda.gov/food/guidanceregulation/federalstatefoodprograms/ucm2006753.htm.

(3) Establishments exempt from Worldwide Directory listing. Refer to AR 40-657/NAVSUPINST

4355.4H/MCO P1010.31H, Veterinary/Medical Food Safety, Quality Assurance, and Laboratory http://www.ams.usda.gov/POULTRY/Grading.htm

Service, for a list of establishment types that may be exempt from Worldwide Directory listing. (AR

40-657 is available from National Technical Information Service, 5301 Shawnee Road, Alexandria, VA 22312 ; 1-888-584-8332 ; or download from web site:

http://www.apd.army.mil/pdffiles/r40_657.pdf ) For the most current listing of exempt plants/products, see the Worldwide Directory (available at:

http://phc.amedd.army.mil/topics/foodwater/ca/Pages/DoDApprovedFoodSources.aspx).

(4) Subsistence items other than those exempt from listing in the Worldwide Directory, bearing labels reading “Distributed By”, “Manufactured For”, etc., are not acceptable unless the source of manufacturing/processing is indicated on the label or on accompanying shipment documentation.

(5) When the Military Medical Service or other Federal agency acceptable to the Military Medical

Service determines the levels of food safety and food defense of the establishment or its products have or may lead to product contamination or adulteration, the Contracting Officer will suspend the work until such conditions are remedied to the satisfaction of the appropriate inspection agency.

Suspension of the work shall not extend the life of the contract, nor shall it be considered sufficient cause for the Contractor to request an extension of any delivery date. In the event the Contractor fails to correct such objectionable conditions within the time specified by the Contracting Officer, the

Government shall have the right to terminate the contract in accordance with the “Default” clause of the contract.

(b) Delivery conveyances.

The supplies delivered under this contract shall be transported in delivery conveyances maintained to prevent tampering with and /or adulteration or contamination of the supplies, and if applicable, equipped to maintain a prescribed temperature. The delivery conveyances shall be subject to inspection by the government at all reasonable times and places. When the sanitary conditions of the delivery conveyance have led, or may lead to product contamination, adulteration, constitute a health hazard, or the delivery conveyance is not equipped to maintain prescribed temperatures, or the transport results in product ‘unfit for intended purpose’, supplies tendered for acceptance may be rejected without further inspection.

FEDERAL FOOD, DRUG AND COSMETIC ACT-WHOLESALE MEAT ACT

(a) The Contractor warrants that the supplies delivered under this contract comply with the Federal

Food, Drug and Cosmetic Act and the Wholesome Meat Act and regulations promulgated there under. This warranty will apply regardless of whether or not the supplies have been:

(1) Shipped in interstate commerce,

(2) Seized under either Act or inspected by the Food and Drug Administration or Department of

Agriculture.

(3) Inspected, accepted, paid for or consumed, or any or all of these, provided however, that the supplies are not required to comply with requirements of said Acts and regulations promulgated there under when a specific paragraph of the applicable specification directs otherwise and the supplies are being contracted for military rations, not for resale.

(b) The Government shall have six months from the date of delivery of the supplies to the government within which to discover a breach of this warranty. Notwithstanding the time at which such breach is discovered, the Government reserves the right to give notice of breach of this warranty at any time within this six-month period or within 30 days after expiration of such period, and any such notice shall preserve the rights and remedies provided herein.

(c) Within a reasonable time after notice to the Contractor of breach of this warranty, the Government may, at its election:

(1) Retain all or part of the supplies and recover from the Contractor, or deduct from the contract price, a sum the Government determines to be equitable under the circumstances;

(2) Return or offer to return all or part of the supplies to the Contractor in place and recover the contract price and transportation, handling, inspection and storage costs expended therefore;

provided, that if the supplies are seized under either Act or regulations promulgated there under, such seizure, at Government option, shall be deemed a return of supplies within the meaning of this clause and thereby allow the government to pursue the remedy provided herein. Failure to agree to any deduction or recovery provided herein shall be a dispute within the meaning of the clause of this contract entitled “Disputes”.

(d) The rights and remedies provided by this clause shall not be exclusive and are in addition to other rights and remedies provided by law or under this contract, nor shall pursuit of a remedy herein or by law either jointly, severally or alternatively, whether simultaneously or at different times, constitute an election of remedies.

NON-ACCEPTABILITY OF GOVERNMENT SURPLUS MATERIAL

(a) Definition.

“Surplus material,” as used in this clause, means new, unused material that was purchased and accepted by the U.S. Government and subsequently sold by the DLA Disposition Services, by

Contractors authorized by DLA Disposition Services, or through another Federal Government surplus program. The terms “surplus” and “Government surplus” are used interchangeably in this clause.

(b) The Government has determined that offers of surplus material will not be considered for this acquisition.

REMOVAL OF GOVERNMENT IDENTIFICATION FROM NON-ACCEPTED

SUPPLIES

The Contractor shall remove or obliterate from a rejected end item and its packing and packaging, any marking, symbol, or other representation that the end item or any part of it has been produced or manufactured for the United States Government. Removal or obliteration shall be accomplished prior to any donation, sale, or disposal in commercial channels.

STATEMENT OF WORK

TABLE OF CONTENTS

I. INTRODUCTION 15

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUALITY 16

III. CONTRACT IMPLEMENTATION PHASE 17

IV. PRODUCT SOURCING AND PRICING 21

STATEMENT OF WORK

I. INTRODUCTION

This contract is in reference to Zone 1 - Japan, Singapore, Diego Garcia and the Philippines.

The Defense Logistics Agency-Troop Support (DLA-Troop Support) has entered into a Fixed Price

Indefinite Delivery Indefinite Quantity (“IDIQ”) Contract, with Economic Price Adjustment (“EPA”) with a full line food distributor who will act as a Prime Vendor responsible for the supply and delivery of semi-perishable and perishable food items as well as Food Service Operating Supply

(“FSOS”) items. An IDIQ contract provides for an indefinite quantity, within stated limits, of specific supplies or services to be furnished during a fixed period, with individual deliveries to be scheduled by customers placing orders with the contract (FAR 16.504(a)). The Prime Vendor must be capable of supplying all chilled products, semi perishable food products including but not limited to frozen fish, meat and poultry, other frozen foods (fruits, vegetables, prepared foods, etc.), dairy and ice cream products, fresh and frozen bakery products, beverage base & juices (for dispensers), beverages and juices (non- dispenser), fresh fruits and vegetables. non-food items (non-food items including but not limited to food service operating supplies (FSOS) and 1Q-COG. FSOS items may consist of:

kitchen and dining supplies, pots and pans and kitchen utensils. 1Q-COG items may consist of:

toiletries/health and comfort items, and Government Furnished Material (“GFM”), including but not limited to Unitized Group Rations (“UGRs”), Meals Ready to Eat (“MREs”), Health and Comfort packs (“HCPs”), and other operational rations items (either currently in existence or to be introduced during the term of this contract).

This contract will be for a term of 60 months, with three separate pricing tiers. The first tier shall be for a 24-month period (inclusive of and up to 6-month ramp-up period followed by, at least, an 18-month performance period depending on the length of ramp-up). The second tier shall be 18-month performance period immediately following the first tier. The third and final tier will be an additional

18-month performance period directly following the second tier. The prices for all aspects of performance detailed in the Statement of Work (“SOW”) below must be included in the offeror’s fixed Distribution Price(s). The Prime Vendor is reminded that fixed price type contracts place the maximum risk and responsibility for all costs, and resulting profit or loss, on the Prime Vendor.

Distribution Price(s) will remain fixed for the life of the contract and offeror’s failure to consider the full cost of performance and/or the risks of performing in this region will not serve as a basis to adjust

Distribution Price(s). As detailed below, Product Price(s) are distinct from the aforementioned

Distribution Price(s) and therefore should not be included in any way in the latter.

Tier 1: February 13, 2018 - Feruary 12, 2020

Tier 2: February 13, 2020 - August 12, 2021

Tier 3: August 13, 2021 – February 12, 2023

Guaranteed Minimum: $30,776,365

Maximum Contract Dollar Value: $615,527,303

NOTE: Solicitation SPE300-16-R-0003, to include all solicitation amendments are incorporated into this contract document. Certain solicitation clauses and procurement language may have been updated as reflected in this contract. Coastal Pacific’s final offer which is being accepted by the

Government to form this contract, is incorporated by reference into this contract.

The Zone 1 Prime Vendor will be required to support all authorized DLA customers located in Japan, Singapore, Diego Garcia, and the Philippines (i.e. military shore and/or ship facilities, military training exercise locations, and if required mobile kitchen tents (“MKTs”).

Though the contract describes existing customers known to the Contracting Officer at the time of the contracts award, other customers, including military, Department of Defense (“DoD”), or non-DOD, may be added as necessary during the life of any resultant contract. The addition of said customers located within the contracts specified region will be at no additional cost to the Government.

Notes:

The term “Ordering Facilities” or “Ordering Activities,” as used throughout this solicitation, will refer to all of the delivery points under this solicitation.

The terms “contractor” and “Prime Vendor”. As well as the terms “purchase order” and “delivery order” are used interchangeably throughout this Statement of Work.

Prices are to be submitted in an offeror’s proposal, and payment will be made for performance under any resultant contract, in U.S. dollars.

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUANTITY:

ACQUISITION VALUE ZONE 1 Japan, Singapore, Diego Garcia and the Philippines:

The total estimated dollar value for Zone 1 is $307,763,652. The maximum dollar value will be

$615,527,303 inclusive of all tiered pricing periods and surge requirements. The guaranteed minimum for the entire contract will be ten percent (10%) of the estimated dollar value, which equates to $30,776,365.

Zone 1 Japan, Singapore, Diego Garcia and the Philippines

Total Estimated Dollar Value $307,763,652

Maximum Dollar Value (inclusive of all tiered Pricing period and surge)

$615,527,303

Guaranteed Minimum (10%) $30,776,365

The Government’s legal obligation under each contract shall only be for that guaranteed minimum and shall be satisfied once purchases for that amount have been made.

Each region covered by this contract includes multiple ordering facilities (i.e. customers), as listed in the

Deliveries and Performance section of this contract. Ordering facilities within the regions covered by this contract can be added and/or subtracted as conditions warrant. As previously described, said additions/subtractions will occur at no additional cost to the Government. In order to provide an estimate of the size of each contract, an approximate dollar value has been attributed to each zone/region as follows:

Zone 1:

Total estimated annual sales for Japan: $44,640,919

Total estimated annual sales for Singapore: $10,414,766

Total estimated annual sales for Diego Garcia: $1,291,804

Total estimated annual sales for Philippines $5,205,241

III. CONTRACT IMPLEMENTATION PHASE / TRANSITION PLAN

The contract implementation phase is defined as the ramp-up and/or ramp down period which begins immediately after award and ends when each individual customer supported under the contract has placed its first order under the new contract.

1. The contract implementation phase will be utilized to establish fully functional catalogs in accordance with the terms and conditions of the new contract. The following terms shall apply:

i. The Prime Vendor will be fully operational on or before June 10, 2018. The Prime Vendor shall be fully prepared to support all customers under the terms and conditions of the new contract. New and fully functional catalogs must be established during this time.

ii. The incumbent Prime Vendor shall first use existing inventory that is stored at its facility or in the pipeline prior to using inventory purchased under the terms of the new contract, if those items are included on the new contract. Any such items shall be placed on the new catalog(s) at the product price as defined by the prior contract and the distribution price as defined by the new contract. The incumbent Prime Vendor shall use the existing product before new product is ordered.

iii. New product that is ordered during the implementation phase shall only be ordered to replenish old product or to bring in new items requested and approved by the Contracting Officer. This product must be ordered and cataloged at the product price defined by the new contract.

iv. Product prices shall be updated on the new catalog(s) in accordance with the terms and conditions of the new contract.

2. . CONTRACT TRANSITION OUT– RAMP DOWN

1. As part of this contract, the Prime Vendor will be required to participate in a contract ramp-down/transition out. DLA Troop Support anticipates that a follow-on contract will be awarded at least 6 months before the expiration of this contract to allow for a coordinated ramp-down of the existing Prime Vendor and ramp-up of the follow-on Prime Vendor. The Prime Vendor will be required to coordinate all aspects of its ramp-down with the Contracting Officer and provide a ramp-down schedule, if requested. During this ramp-down/transition out period, the Prime Vendor shall continue replenishment of all items to allow for sufficient stock on hand and in the pipeline to support the customer requirements at that time.

2. In the event that a follow-on contract is awarded to a firm other than the incumbent Prime Vendor, he Prime Vendor shall submit Total Asset Visibility Reports and/or other supply chain information on a weekly basis to the Contracting Officer, or in the frequency otherwise requested. The Prime

Vendor consents to the disclosure of this information to the follow-on contractor. The Prime Vendor may be required to sell the OCONUS inventory to the new contractor at the conclusion of the performance period. The Prime Vendor will be responsible for disposing of its remaining residual stock that is not ultimately purchased by the follow-on contractor. The Prime Vendor is responsible for all costs associated with that residual product, including disposal costs (i.e. product price, distribution price, etc.).

3. DLA Troop Support anticipates that the Prime Vendor will remain the principal source of food and non-food supplies for the first several months of any follow-on contract’s implementation phase.

During this period, the Prime Vendor shall maintain its contractually required fill-rate.

Notwithstanding other provisions of solicitation, performance failure during the follow-on contract implementation phase, just as during other periods of performance, may result in termination for cause and/or the Prime Vendor receiving administrative admonishment via negative past performance ratings in the Contract Performance Assessment Reporting System (CPARS) record, and/or any other remedy available to the Government.

Sample Implementation Timeline

NOTE: The implementation timeline begins on the contract award date and ends 180 days thereafter.

If a stop work order is issued during the implementation, the Prime Vendor will be required to stop work and will not be able to perform unless the stop work order is rescinded. If the stop work order is rescinded, the Prime Vendor will resume the implementation schedule from the date that the stop work order was issued. The 180-day period will not re-start from the beginning. For example:

Contract Award Date: March 30, 2017

Stop Work Order Issued: April 30, 2017

Stop Work Order Rescinded: June 30, 2017

Implementation Timeline: March 30, 2017 – April 30, 2017 and June 30, 2017 – Nov 30, 2017

IV. PRODUCT SOURCING AND PRICING

A. PRICE DEFINITIONS AND PROVISIONS

1. Reference DLAD 52.216-9065 ECONOMIC PRICE ADJUSTMENT – ACTUAL MATERIAL

COSTS FOR DLA TROOP SUPPORT – SUBSISTENCE PRODUCT PRICE BUSINESS MODEL

for pricing details.

2. In reference to DLAD 52.216-9065, paragraph (b)(3):

““Product price” is the most recent DLA Troop Support MPA price or the most recent manufacturer, grower or private label holder commercial price per unit to the

Contractor, exclusive of standard freight.

(i) Exceptions:

(A) Fresh fruits and vegetables (FF&V):

(1) The product is listed in the distribution category for Prime Vendor fresh fruits and vegetables

(FF&V)){ 10 & N10}; and

(2) It is necessary for the product to be transported into the local market of the importer, as otherwise approved under the contract, from a foreign country because local supply does not exist or it is insufficient to meet demand requirements; and

(3) The importer that establishes the product price is the firm that actually performs the FF&V import service, including, but not limited to: procurement, storage, consolidation, pallets, and palletizing as it applies to the importer’s normal commercial sales, and the importer has comparable commercial sales in the market that is the point of import.

(B) 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.

** The contracting officer may, on a case by case basis, accept a CONUS based manufacturer/grower/private label holder’s product pricing which is a national priced. National

Pricing is further clarified as a CONUS based manufacturer, grower or private label holder’s product price, inclusive of transportation costs to a SPV CONUS distribution point.

In general, the Contracting Officer will consider national pricing only for items that are sold nationally, have comparable commercial sales, and when the manufacturer/grower/private label holder’s commercial practice is to offer pricing only on a nationally priced basis (i.e. a fixed price that is f.o.b. destination to any CONUS location). The contracting officer has the sole discretion to determine whether to accept national pricing, and the contracting officer’s decision whether to accept national pricing will be final.

(C) 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.)

(D) Prime Vendor table displays/decorations only: For products listed in category [1, 1N, 6 or 6N]

Prime Vendor 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 Prime Vendor.

This exception must be approved by the Contracting Officer on a case by case basis. Support documentation is required.

(E) 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.

3. In reference to DLAD 52.216-9065, paragraph (b)(5):

““Distribution price(s)” means the firm fixed price portion of the Contract unit price, offered as a dollar amount per unit of issue, rounded up or down to the nearest cent. The distribution price is the only method for the Contractor to bill the Government for all aspects of contract performance other than product price, including but not limited to, the performance requirements of this statement of work (SOW). As detailed above in paragraph (3) of this clause, product price is distinct from and not to be included in the distribution price. Due to solicitation specific requirements, the distribution price may be further segregated to reflect discrete solicitation specific performance arrangements/requirements as outlined in the SOW; i.e., standard distribution price and non-standard distribution price or normal distribution price and premium distribution price or other. On account of their unique solicitation specific nature, these requirements, when applicable, are addressed in the SOW. As detailed above in paragraph (3) of this clause, product price is distinct from and not to be included in the distribution price.”

(4) “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).

B. DISTRIBUTION CATEGORIES

1. The supplies and services to be procured and/or performed under this contract have been broken down into the following distribution categories. See attachments 2 and 3, tab “Distribution Category

Worksheet” and the addendum to FAR 52.212-1 “Instruction to Offerors – Commercial Items” herein for detailed price submission requirements.

2. No substitutions, deletions, or additions to the categories or units of measure indicated above are authorized. However, if any offeror feels that a substantial category has been eliminated, the offeror must bring it to the attention of the Contracting Officer at least 15 days BEFORE the solicitation closing date. A determination will be made at that time whether or not to add the category via an amendment to the solicitation.

3. In the event of a change in pack size for an item, the contractor must notify the Contracting Officer of any such change. For reductions in overall case size a new Sub-Category will be established within that Category (e.g., Sub-Category 1B) and the distribution price will be downwardly adjusted proportionally based on the total overall case weight; there will be no upward adjustment for increased pack sizes. Two examples are provided below:

a. An item in Category 1 changes from 24/12 oz. cans to 12/12 oz. cans and the distribution price would change from $6.00 per case for 288 total oz. to $3.00 per case for 144 total oz.

b. An item in Category 1 changes from 24/12 oz. cans to 12/16 oz. cans and the distribution would change from $6.00 per case for 288 total oz. to $4.00 per case for 192 total oz.

Distribution Category Description – Table 1

(Zone 1 - Japan, Singapore, Diego Garcia and the Philippines (All customers Customers)

Awarded Distribution Prices:

Cat.