Amendment_2_Updated_Attachment_1A(SPV Korea_SOW).pdf

SPE300-25-R-0061 Subsistence Prime Vendor

Republic of Korea Includes color-coded Amendment(s): 1-GREEN

SF1449 - CONTINUATION SHEET

ADMINISTRATIVE DATA/DELIVERY SCHEDULE

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF 1449)

BLOCK 8 (continued)

OFFER DUE DATE/LOCAL TIME: December 3, 2025, 3:00 P.M. PHILADELPHIA TIME

NOTE: This solicitation and any amendments shall be signed by the offeror, and each Joint Venture / Partner as applicable, and must be submitted along with the offer. Only one originally signed copy of this solicitation document is required for submission.

All offers are required to be uploaded to the DLA Internet Bid Boards System (DIBBS). Please visit the DIBBS website to submit your proposal: https://www.dibbs.bsm.dla.mil.

BLOCK 9 (continued):

NOTE: The DLA Internet Bid Boards System (DIBBS) IS NOW THE ONLY form of acceptable transmission for submission of initial proposals. Please visit the following website to submit your proposal: https://www.dibbs.bsm.dla.mil. 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: _______________________________________________________________________

TYPE OF OFFEROR: (Circle one) Individual doing business as a firm, Partnership, Corporation, Joint Venture, or Other (please explain) ____________________________________________________

FOREIGN BUSINESS: (Circle……YES – OR – NO)

PRIMARY COMPANY POC/NEGOTIATOR: _____________________________________________

PHONE #: __________________________________________________________________________

E-MAIL ADDRESS: __________________________________________________________________

BLOCK 17B (CONTINUED)

REMITTANCE WILL BE MADE TO THE ADDRESS THAT THE CONTRACTOR HAS LISTED IN THE

Includes color-coded Amendment(s): 1-GREEN

SYSTEM FOR AWARD MANAGEMENT (SAM).

Offeror’s assigned DUNS Number: _____________________________________________________________

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.

BLOCKS 19-24 (CONTINUED): SEE STATEMENT OF WORK

Includes color-coded Amendment(s): 1-GREEN

TABLE OF CONTENTS

Page

CONTINUATION OF BLOCKS FROM THE STANDARD FORM 1449

Block 8, Offer Due Date/Local Time 3 Block 9, Issued By 3 Block 17a, Contractor/Offeror 3 Block 17b, Remittance Address 4 Block 19-24, Item No., Schedule of Supplies/Services, Quantity, Unit 4

CAUTION NOTICES

Notice to Offerors 8 Contractor Code of Business Ethics 9 System for Award Management (SAM) Requirements 9 Pre-Proposal Questions 10 Did You Remember To? 11 Invited Contractor or Technical Representative Status Under U.S. – Republic of Korea (ROK) Status of Forces Agreement (SOFA)

CONTRACT CLAUSES

52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services

(by reference, see SF 1449, Block 27a)

Addendum to 52.212-4 21 52.212-5 Contract Terms and Condition Required to Implement Statutes or Executive Order –

Commercial Products and Services (MAR 2025) (DEVIATION 2025-O0003) AND

(MAR 2025) (DEVIATION 2025-O0004)

Addendum Containing Clauses in Full Text 32 52.216-18 Ordering FAR (AUG 2020) 32 52.216-19 Order Limitations FAR (OCT 1995) 33 52.216-22 Indefinite Quantity FAR (OCT 1995) 33 252.204-7009 Limitations on the Use and Disclosure of Third-Party Contractor Reported Cyber

Incident Information DFARS (JAN 2024)

252.229-7001 Tax Relief – Basic DFARS (APR 2020) 35 252.243-7002 Requests for Equitable Adjustment DFARS (DEC 2022) 36 52.252-2 Clauses Incorporated by Reference (FEB 1998) 37

STATEMENT OF WORK

I. Introduction 40 II. Estimated Value/Guaranteed Minimum/Maximum Quantity 41 III. Contract Implementation Phase 41 A. Contract Implementation Phase – Ramp Up 41 B. Contract Transition Out – Ramp Down 44 IV. Product Sourcing and Pricing 45 A. Price Definitions and Provisions 45 Procurement Note: TS16-26 Economic Price Adjustment – Actual Material Costs for DLA Troop Support - Subsistence Product Price Business Model (JUN 2017)

Includes color-coded Amendment(s): 1-GREEN

B. Distribution Categories 50 C. Domestic Item Preference 51 D. Local Market Ready Items 52 E. Brand Name Items 52 F. National Contracts 52 G. DLA Troop Support Manufacturer’s Pricing Agreement Program 53 H. Mandatory Items (Mandatory Food Products and Non-Food Items) 53 I. National Allowance Program Agreement (NAPA) 55 J. Rebates/Discounts and Price-Related Provisions 58 K. Item Availability 60 L. Surge and Sustainment 60 M. Food Service Operating Supplies (FSOS) 61 N. Dispensing Supplies and Services 62 O. Disposal of Products 62 P. Non-Competition/Non-Solicitation 63 V. Transportation 63 A. Best Services 63 B. Insurance/Liability and Claims 67 C. Customs 69 D. Prime Vendor Responsibilities Regarding Transportation 69 E. Government Responsibilities Regarding Transportation 70 F. Vehicle Transportation 70 G. Global Positioning System 70 H. Safety of Life at Sea (SOLAS) 71 I. Airlifts 73 J. Direct Vendor Deliveries Within Korea 74 K. Overland Transport of Product in Support of Aerial Ports of Debarkation and Sea Ports of Debarkation (APOD/SPOD) and Port to Port Shipments

L. Prime Vendor Product Transfer 74 VI. International Agreements, Workers’ Compensation Insurance, and Interpretations/Translations 75 A. International Agreements (i.e. Defense Cooperation Agreement, Diplomatic Notes, Status of Forces Agreement (SOFA), etc.)

B. Workers Compensation Insurance 76 C. Interpretations/Translations 76 VII. Inventory, Warehouse Management and Office Space 77 A. Warehouse Management 77 B. Battle Packs 78 C. Government Furnished Material – Operational Rations 80 D. Breaking Cases 82 E. Office Space and Equipment for Government Employees 82 VIII. Security Measures / Force Protection and Theater Support 83 A. Security Measures / Force Protection 83 B. Cybersecurity Requirements 85 C. Theater Support 86 D. Contingency Operations 91 IX. Quality Control, Quality Assurance and Inspections 92

Includes color-coded Amendment(s): 1-GREEN

A. Product Quality 92 B. Product Sanitarily Approved Source Requirements 95 C. Warranties 98 D. Quality Program 98 E. Quality Systems Management Visits and Audits 100 F. Warehousing and Sanitation Program/Stored Product Pest Management 106 G. Delivery Temperatures, Shipping and Storage Requirements 106 H. Rejection Procedures 106 I. Authorized Returns 107 J. Short Shipments and Shipping Errors 108 K. U.S. ARMY Medical Department Army Public Health Center Inspectors and Inspections 108 L. Military Inspection at Destination 108 X. Packaging, Packing and Labeling 110 XI. Markings 112 XII. Palletization 114 XIII. Customers 115 XIV. Delivery, Title, Orders, and Order Fill Rates 116 A. Customer Deliveries 116 B. Title 118 C. Ordering System – Subsistence Total Order and Receipt Electronic System (STORES) 119 D. Order Placement 120 E. Order Cancellation 120 F. Holidays 120 G. Emergency Orders 121 H. Order Fill or Substitution Policy 121 I. New Items 121 J. Fill Rates/Substitutions/Exceptions 125 XV. Contract Authority, Administration, In-Process Reviews, Invoices, Payments, Reports, and Prime Vendor 832 Catalogs

A. Contracting Authority 129 B. Administration 130 C. In-Process Reviews 130 D. Notice to Contractors 130 E. Contractor Performance Assessment Reporting System 130 F. Invoicing 131 G. Payments 133 H. Management Reports 134 I. Catalog Order Guide 137 J. Key Management Personnel 138 K. Prime Vendor 832 Catalogs 138 L. Other Considerations 138

SOLICITATION PROVISIONS

52.212-1 Instructions to Offerors – Commercial Products and Commercial Services (SEP

2023)

Includes color-coded Amendment(s): 1-GREEN

Addendum to 52.212-1 139 52.212-2 Evaluation – Commercial Products and Servies (NOV 2021) 154 Addendum to 52.212-2 154 52.212-3 Offeror Representations and Certifications – Commercial Products and Commercial

Services FAR (MAR 2025) (DEVIATION 2025-O0003) AND (MAR 2025)

(DEVIATION 2025-O0004)

52.212-3 Offeror Representations and Certifications – Commercial Products and Commercial Services, Alternate I FAR (FEB 2024)

Addendum Containing Provisions in Full Text 175 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance

Services or Equipment FAR (NOV 2021)

52.204-26 Covered Telecommunications Equipment or Services-Representation FAR (AUG 2020)

52.209-7 Information Regarding Responsibility Matters FAR (OCT 2018) 179 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony

Conviction under any Federal Law FAR (FEB 2016)

52.215-6 Place of Performance FAR (OCT 1997) 180 52.216-1 Type of Contract (APR 1984) 181 52.229-11 Tax on Certain Foreign Procurements – Notice and Representation FAR (JUN 2020) 181 5452.233-

Disputes - Agreement to Use Alternative Dispute Resolution (JUN 2020) 182

52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) 183

PROCUREMENT NOTES

C03 Contractor Retention of Supply Chain Traceability Documentation (JUN 2023) 183 C08 Tailored Logistics Support Purchasing Reviews (FEB 2017) 184 H14 Contractor Personnel Security Requirements (DEC 2021) 185 L01 Electronic Award Transmission (JUN 2020) 189 L02 Electronic Order Transmission (JUN 2020) 189 L06 Agency Protests (DEC 2016) 190 L09 Reverse Auction (OCT 2016) 190 Federal Food, Drug and Cosmetic Act - Wholesale Meat Act 191 Food and Drug Administration (FDA) Compliance - DLA Troop Support Medical and Subsistence 192

CAUTION NOTICE

NOTICE TO OFFERORS

The Government reserves the right to cancel this solicitation at any time. If this should occur, the Government will not be liable for any proposal preparation costs or any other costs that offerors may have incurred related to this solicitation.

In accordance with FAR 52.225-25, each offeror must certify that the offeror, and any person owned or controlled by the offeror, does not engage in any activity for which sanctions may be imposed under section 5 of the Iran Sanctions Act. Each offeror shall update its ORCA certifications and/or by submission of an

Includes color-coded Amendment(s): 1-GREEN offer, make the above certification (See FAR 52.212-3).

Note to Offerors: FAR 52.229-11 and FAR 52.229-12 regarding Tax on Certain Foreign Procurements apply to this solicitation and contract. The offeror should fill in the representations in FAR 52.229-11 and shall submit IRS Form W-14 with its offer if it represents it is a foreign person as defined in FAR 52.229- 11.

DLA Troop Support Point(s) of Contact: Gwen.B.Garcia@dla.mil, Matthew.Ligato@dla.mil and Donovan.Mahoney@dla.mil

CONTRACTOR CODE OF BUSINESS ETHICS DLA TROOP SUPPORT

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 a 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.

System for Award Management (SAM) Requirements

FAR provision 52.204-7 requires that offerors be registered in System for Award Management (SAM) when submitting an offer and at time of award. Failure to be registered in SAM will render the offeror’s proposal unacceptable for award.

Includes color-coded Amendment(s): 1-GREEN

***PRE-PROPOSAL QUESTIONS****

DLA TROOP SUPPORT WILL ENTERTAIN PRE-PROPOSAL QUESTIONS TO FURTHER

CLARIFY AND DISCUSS THE REQUIREMENTS OF THIS SOLICITATION.

DUE DATE FOR THE QUESTIONS IS

NOVEMBER 5, 2025, 3:00 P.M. PHILADELPHIA TIME

The Government will not be liable for expenses incurred by an offeror prior to contract award. Offerors are cautioned that remarks and explanations provided in response to questions received do not change the terms of this solicitation unless the solicitation is amended in writing.

If you plan to submit questions, please send an e-mail with the following information:

Name of Firm Name and Title of Representative Address of Firm E-Mail Address Phone Number Size of Business Questions

This information may be e-mailed Gwen.B.Garicia@dla.mil, Matthew.Ligato@dla.mil and Donovan.Mahoney@dla.mil

NOTE: Vendors are encouraged to carefully review the solicitation before developing questions for submission. Answers to questions will be provided via amendment.

Includes color-coded Amendment(s): 1-GREEN

Did You Remember To?

Number Reminder Check

1 Print and distribute the past performance questionnaire (Page 144) to your contract holders?

2 Identify your authorized negotiators (Page 4) above as required?

Did you identify which negotiator will serve as the primary point of contact (Page 3)?

3 Use the Attachment 2 – Business Proposal/Pricing Workbook spreadsheet for submission of your pricing information?

4 Prepare and return all proposals through DIBBS electronic platform using the instructions in Attachment 5 ?

5 Submit a list of all your affiliates / subsidiaries / partially or wholly owned companies that will be utilized for this contract?

6 Return one (1) signed and completed copy of this entire solicitation with your proposal to include FAR 52.212-3 fill-ins?

7 Return one (1) signed and completed copy of any amendments (all pages) issued to this solicitation to include any required clause fill-ins?

Submit (1) electronic copy of each MANUFACTURER’S quote using the Official DLA Troop Support OCONUS Subsistence Quote Sheet (Attachment 3) for every item listed on Attachment 2; tab “Market Basket” (ONE COPY OF THE QUOTE FOR EACH

INDIVIDUAL ITEM IN THE MARKET BASKET)?

Identify the item number from the Market Basket that it supports on the quote sheet?

Submit the quotes in item number sequence?

Submit quotes that are dated no earlier than October 21, 2025?

Was each line on the Official DLA Troop Support OCONUS Subsistence Quote Sheet completed by the manufacturer?

Are FOB Origin Terms clearly identified on the quote?

Is the NAPA discount clearly identified on the quote and removed from the Product Price?

Is the item clearly identified as an MPA Item?

Refer to solicitation for actual requirements.

Submit a list of CONUS and OCONUS “Distribution Facility(s)” or “Places of Performance(s)” that will directly support the proposed customers (Factor I)?

Warehouses functioning as backups should be designated as such.

Have you filled out all certifications and representations in solicitation or submitted a copy of your firm’s Online Representations and Certifications Applications (“ORCA”) Registration from System for Award Management (“SAM”) website?

Limit your technical proposal to no more than 75 pages?

An additional 50 pages will be allowed for supporting documentation such as lease and carrier agreements.

The Font must be Times New Roman size 12.

Pages must be single sided.

12 Submit your best offer?

CAUTION: The above list of proposal submission requirements is for convenience purposes only. This list is not intended to be all-inclusive. Offerors are responsible for carefully reviewing the entire solicitation to ensure they submit all information required by the solicitation.

INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS UNDER

U.S. – REPUBLIC OF KOREA (ROK) STATUS OF FORCES AGREEMENT (SOFA)

Invited Contractor (IC) and Technical Representative (TR) status shall be governed by the U.S.-ROK Status of Forces Agreement (SOFA) as implemented by United States Forces Korea (USFK) USFKI 4901.01, which can be found under the “publications” tab on the U.S. Forces Korea homepage at http://www.usfk.mil.

(a) Definitions. As used in this clause –

“U.S. – ROK Status of Forces Agreement” (SOFA) means the Mutual Defense Treaty between the Republic of Korea and the U.S. of America, Regarding Facilities and Areas and the Status of U.S. Armed Forces in the Republic of Korea, as amended

“Combatant Commander” means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. In Korea, the Combatant Commander is the Commander, United States Pacific Command.

“United States Forces Korea” (USFK) means the subordinate unified command through which U.S. forces would be sent to the Combined Forces Command fighting components.

“Commander, United States Forces Korea” (COMUSK) means the commander of all U.S. forces present in Korea. In the Republic of Korea, COMUSK also serves as Commander, Combined Forces Command (CDR CFC) and Commander, United Nations Command (CDR UNC).

“USFK, Office of Acquisition Management” (USFK/FKAQ) means the principal staff office to USFK for all acquisition matters and administrator of the U.S.-ROK SOFA as applied to US and Third-Country contractors under the Invited Contractor (IC) and Technical Representative (TR) Program (USFKI 4901.01).

“Responsible Officer” (RO) means a DoD employee (such as a military E5 and above or civilian GS-7/KGS-07 and above), appointed by the USFK Sponsoring Agency (SA), who is directly responsible for determining and administering appropriate logistics support for IC/TRs during contract performance in the ROK.

(b) IC or TR status under the SOFA is subject to the written approval from the Office of Acquisition Management, USFK (FKAQ), Unit #15289, APO AP 96271-5289.

(c) The contracting officer will coordinate with HQ USFK/FKAQ, IAW FAR 25.8, and USFKI 4901.01.

FKAQ will determine the appropriate contractor status under the SOFA and notify the contracting officer of that determination.

(d) Subject to the above determination, the contractor, including its employees and lawful dependents, may be accorded such privileges and exemptions under conditions and limitations as specified in the SOFA and USFKI

4901.01. These privileges and exemptions may be furnished during the performance period of the contract, subject to their availability and continued SOFA status. Logistics support privileges are provided on an as-available basis to properly authorized individuals. Some logistics support may be issued as Government Furnished Property (GFP) or transferred on a reimbursable basis.

Includes color-coded Amendment(s): 1-GREEN

(e) The contractor warrants and shall ensure that collectively, and individually, its officials and employees performing under this contract will not perform any contract, service, or other business activity in the ROK, except under U.S. Government contracts IAW the SOFA.

(f) The contractor’s direct employment of any Korean-National labor for performance of this contract shall be governed by ROK labor law and USFK instruction(s) pertaining to the direct employment and personnel administration of Korean National personnel.

(g) The authorities of the ROK have the right to exercise jurisdiction over invited contractors and technical representatives, including contractor officials, employees and their dependents, for offenses committed in the ROK and punishable by the laws of the ROK. In recognition of the role of such persons in the defense of the ROK, they will be subject to the provisions of Article XXII, SOFA, related Agreed Minutes and Understandings. In those cases, in which the authorities of the ROK decide not to exercise jurisdiction, they shall notify the U.S. military authorities as soon as possible. Upon such notification, the military authorities will have the right to exercise jurisdiction as is conferred by the laws of the U.S.

(h) Invited contractors and technical representatives agree to cooperate fully with the USFK SA and RO on all matters pertaining to logistics support and theater training requirements. Contractors will provide the assigned SA prompt and accurate reports of changes in employee status as required by USFKI 4901.01.

(i) Theater Specific Training. Training Requirements for IC/TR personnel shall be conducted in accordance with USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK. IC/TR personnel shall comply with requirements of USFK Reg 350-2.

(j) Except for contractor air crews flying Air Mobility Command missions, all U.S. contractors performing work on USAF classified contracts will report to the nearest Security Forces Information Security Section for the geographical area where the contract is to be performed to receive information concerning local security requirements.

(k) IC/TR status may be withdrawn by USFK/FKAQ upon: (1) Completion or termination of the contract. (2) Determination that the contractor or its employees are engaged in business activities in the ROK other than those pertaining to U.S. armed forces. (3) Determination that the contractor or its employees are engaged in practices in contravention to Korean law or USFK instructions.

(l) It is agreed that the withdrawal of IC or TR status, or the withdrawal of, or failure to provide any of the privileges associated therewith by the U.S. and USFK, shall not constitute grounds for excusable delay by the contractor in the performance of the contract and will not justify or excuse the contractor defaulting in the performance of this contract. Furthermore, it is agreed that withdrawal of SOFA status for reasons outlined in USFKI 4901.01, Enclosure A, paragraph 4 shall not serve as a basis for the contractor filing any claims against the U.S. or USFK. Under no circumstance shall the withdrawal of SOFA Status or privileges be considered or construed as a breach of contract by the U.S. Government.

(m) Support.

(1) Unless the terms and conditions of this contract place the responsibility with another party, the COMUSK will develop a security plan to provide protection, through military means, of Contractor

Includes color-coded Amendment(s): 1-GREEN personnel engaged in the theater of operations when sufficient or legitimate civilian authority does not exist.

(2)(i) All Contractor personnel engaged in the theater of operations are authorized resuscitative care, stabilization, hospitalization at level III military treatment facilities, and assistance with patient movement in emergencies where loss of life, limb, or eyesight could occur. Hospitalization will be limited to stabilization and short-term medical treatment with an emphasis on return to duty or placement in the patient movement system.

(ii) When the Government provides medical or emergency dental treatment or transportation of Contractor personnel to a selected civilian facility, the Contractor shall ensure that the Government is reimbursed for any costs associated with such treatment or transportation.

(iii) Medical or dental care beyond this standard is not authorized unless specified elsewhere in this contract.

(3) Unless specified elsewhere in this contract, the Contractor is responsible for all other support required for its personnel engaged in the theater of operations under this contract.

(n) Compliance with laws and directives. The Contractor shall comply with, and shall ensure that its personnel supporting U.S Armed Forces in the Republic of Korea as specified in paragraph (b)(1) of this clause are familiar with and comply with, all applicable –

(1) United States, host country, and third-country national laws;

(2) Treaties and international agreements;

(3) United States regulations, directives, instructions, policies, and procedures; and

(4) Orders, directives, and instructions issued by the COMUSK relating to force protection, security, health, safety, or relations and interaction with local nationals. Included in this list are force protection advisories, health advisories, area (i.e., “off-limits”), prostitution and human trafficking and curfew restrictions.

(o) Vehicle or equipment licenses. IAW USFK Regulation 190-1, Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the theater of operations. All contractor employees/dependents must have either a Korean driver’s license or a valid international driver’s license to legally drive on Korean roads, and must have a USFK driver’s license to legally drive on USFK installations. Contractor employees/dependents will first obtain a Korean driver’s license or a valid international driver’s license then obtain a USFK driver’s license.

(p) Evacuation.

(1) If the COMUSK orders a non-mandatory or mandatory evacuation of some or all personnel, the Government will provide assistance, to the extent available, to United States and third-country national contractor personnel.

(2) Non-combatant Evacuation Operations (NEO).

(i) The contractor shall designate a representative to provide contractor personnel and dependents

Includes color-coded Amendment(s): 1-GREEN information to the servicing NEO warden as required by direction of the Responsible Officer.

(ii) If contract period of performance in the Republic of Korea is greater than six months, non-emergency essential contractor personnel and all IC/TR dependents shall participate in at least one USFK sponsored NEO exercise per year.

(q) Next of kin notification and personnel recovery.

(1) The Contractor shall be responsible for notification of the employee designated next of kin in the event an employee dies, requires evacuation due to an injury, or is missing, captured, or abducted.

(2) In the case of missing, captured, or abducted contractor personnel, the Government will assist in personnel recovery actions in accordance with DoD Directive 2310.2, Personnel Recovery.

(3) IC/TR personnel shall accomplish Personnel Recovery/Survival, Evasion, Resistance and Escape (PR/SERE) training in accordance with USFK Reg 52540, Personnel Recovery Procedures and USFK Reg 350-2 Theater Specific Required Training for all Arriving Personnel and Units Assigned to, Rotating to, or in Temporary Duty Status to USFK

(r) Mortuary affairs. Mortuary affairs for contractor personnel who die while providing support in the theater of operations to U.S. Armed Forces will be handled in accordance with DoD Directive 1300.22, Mortuary Affairs Policy and Army Regulation 638-2, Care and Disposition of Remains and Disposition of Personal Effects.

(s) USFK Responsible Officer (RO). The USFK appointed RO will ensure all IC/TR personnel complete all applicable training as outlined in this clause.

(End of Notice)

52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services (Nov 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third

Includes color-coded Amendment(s): 1-GREEN party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract. (e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include –

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

Includes color-coded Amendment(s): 1-GREEN

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment. (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the –

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if –

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

Includes color-coded Amendment(s): 1-GREEN

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.

In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

Includes color-coded Amendment(s): 1-GREEN

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

Includes color-coded Amendment(s): 1-GREEN

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause) ADDENDUM TO FAR 52.212-4 – Contract Terms and Conditions –

Commercial Products and Commercial Services

The following paragraph(s) of 52.212-4 are amended as indicated below:

1. Paragraph (a), Inspection/Acceptance, is revised to add the following:

“Inspection and acceptance of products will be performed at destination. The authorized receiving official for each customer is responsible for signing for and accepting products when they are delivered.

The final disposition decision rests with the food service officer and/or the authorized Government receiving official. See Statement of Work, Military Inspection at Destination.”

2. Paragraph (c), Changes, is deleted in its entirety and replaced with the following:

(c) Changes.

(1) The Contracting Officer, at his/her discretion, may unilaterally invoke any of the contingency options set forth in this contract.

(2) The Contracting Officer may at any time, by unilateral written order, make changes within the general scope of this contract in any one or more of the following:

(i) method of shipment or packing;

(ii) place, manner, or time of delivery.

(3) If such change causes an increase or decrease in the cost of, or time required for, performance for any part of the work under this contract, the Contracting Officer shall make equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

(4) The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

3. Paragraph (m), Termination for cause, is deleted in its entirety and replaced with the following:

(m) Termination for cause.

The Government may terminate this contract, or any part hereof, for cause in the event of any default by

Includes color-coded Amendment(s): 1-GREEN the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If this contract is terminated in whole or in part for cause, and the supplies or services covered by the contract so terminated are repurchased by the Government, the Government will incur administrative costs in such repurchases. The Contractor and the Government expressly agree that, in addition to any excess costs of repurchase, or any other damages resulting from such default, the Contractor shall pay, and the Government shall accept, the sum of $1350.00 as payment in full for the administrative costs of such repurchase. This assessment of damages for administrative costs shall apply for any termination for cause following which the Government repurchases the terminated supplies or services. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

4. Paragraph (o), Warranty, is revised to add the following:

“In the event that a product recall is initiated by the contractor, supplier or manufacturer, the contractor should follow the procedures as outlined below:

(1) Immediately notify the following personnel:

(i) Customers that have received the recalled product

(ii) DLA Troop Support Contracting Officer

(iii) DLA Troop Support Integrated Supply Team (IST) Chief

(iv) DLA Troop Support Contract Specialist

(v) DLA Troop Support Tailored Vendor Logistic Specialist

(vi) DLA Troop Support Consumer Safety Officer

(2) Provide the following information to the DLA Troop Support Consumer Safety Officer:

(i) Reason for recall

(ii) Level of recall, i.e. Type I, II or III

(iii) Description of product, including specific manufacturer’s lot numbers

(iv) Amount of product

(v) List of customers that have received product

(vi) Name and phone number of responsible person (Recall Coordinator)

Includes color-coded Amendment(s): 1-GREEN

(3) The Prime Vendor should provide a Final Status Report of Recall, when completed, to the DLA Troop Support Consumer Safety Officer”.

(4) The supplies furnished under the resultant contract(s) shall be covered by the most favorable commercial warranties that the contractor gives to any customer. The supplies and the rights and remedies provided therein are in addition to, and do not limit, any rights afforded to the Government by Clause 52.212-4(o) “Warranty”, “Contract Terms and Conditions- Commercial Products and Commercial Services” and any addendum contained in the solicitation.

5. Paragraph (s), Order of precedence is revised to add the following:

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in its Technical Proposal in response to this solicitation.

(b) The technical volume(s) of the Contractor's proposal is incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR 52.215-8) clause of this contract.

Under the "ORDER OF PRECEDENCE" clause, the technical volume of the Contractor's proposal referenced herein is hereby designated as item (10) of the clause, following "the specification" in the order of precedence.

6. Paragraph (t), System for Award Management (SAM) is revised to add the following:

(5) Definitions.

“System for Award Management (SAM) Database” means the primary Government repository for contractor information required for the conduct of business with the Government.

“Commercial and Government Entity (CAGE) Code” means –

(a) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(b) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code”.

“Data Universal Number System (DUNS) Number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System+4 (DUNS+4) Number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

“Registered in the SAM Database” means that –

(a) The Contractor has entered all mandatory information, including the DUNS number…