Attach 1A SPV PR SOW.pdf

SPE300-26-R-0015 Subsistence Prime Vendor Island of Puerto Rico

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

SF1449 – CONTINUATION SHEET

ADMINISTRATIVE DATA/DELIVERY SCHEDULE

CONTINUATION OF THE BLOCKS ON PAGE 1 (SF1449)

BLOCK 8 (continued)

OFFER DUE DATE/LOCAL TIME: January 12, 2026, 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), AND DoD Safe electronic platform, ISARE NOW THE ONLY form of acceptable transmission for submission of initial proposals. It is an offeror’s discretion as to which of the two (2) systems it intends to use for initial proposal submissions under this solicitation. For DIBBS, Pplease visit the following website to submit your proposal: https://www.dibbs.bsm.dla.mil. For DoD Safe, please visit the following website to submit your proposal: https://safe.apps.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 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

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 9 Contractor Code of Business Ethics 9 System for Award Management (SAM) Requirements 10 Pre-Proposal Questions 10 Did You Remember To? 11

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 17 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 29 52.216-18 Ordering FAR (AUG 2020) 29 52.216-19 Order Limitations FAR (OCT 1995) 30 52.216-22 Indefinite Quantity FAR (OCT 1995) 30

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) 32 252.243-7002 Requests for Equitable Adjustment DFARS (DEC 2022) 33

52.252-2 Clauses Incorporated by Reference (FEB 1998) 34

STATEMENT OF WORK

I. Introduction 37 II. Estimated Value/Guaranteed Minimum/Maximum Quantity 38 III. Contract Implementation Phase 38 A. Contract Implementation Phase – Ramp Up 38 B. Contract Transition Out – Ramp Down 39 IV. Product Sourcing and Pricing 40 A. Price Definitions and Provisions 40 Procurement Note: TS16-26 Economic Price Adjustment – Actual Material Costs for DLA Troop Support - Subsistence Product Price Business Model (JUN 2017)

B. Distribution Categories 46 C. Domestic Item Preference 47 D. Local Market Ready Items 48 E. Brand Name Items 48 F. National Contracts 49 G. Mandatory Items (Mandatory Food Products and Non-Food Items) 49 H. National Allowance Program Agreement (NAPA) 51 I. Rebates/Discounts and Price-Related Provisions 54 J. Item Availability 56 K. Surge and Sustainment 56 L. Disposal of Products 57 M. Non-Competition/Non-Solicitation 58 V. Transportation 58 A. Best Services 58 B. Insurance/Liability and Claims 63 C. Prime Vendor Responsibilities Regarding Transportation 65 D. Government Responsibilities Regarding Transportation 66 E. Vehicle Transportation 66 F. Safety of Life at Sea (SOLAS) 66 G. Airlifts 68 H. Direct Vendor Deliveries Within Puerto Rico 68 I. Overland Transport of Product in Support of Aerial Ports of Debarkation and Sea Ports of Debarkation (APOD/SPOD) and Port to Port Shipments

J. Prime Vendor Product Transfer 69 VI. International Agreements, Workers’ Compensation Insurance, and Interpretations/Translations 70 A. Workers Compensation Insurance 70 B. Interpretations/Translations 70 VII. Inventory, Warehouse Management and Office Space 71 A. Warehouse Management 71 B. Breaking Cases 72 VIII. Security Measures / Force Protection and Theater Support 72 A. Security Measures / Force Protection 73 B. Cybersecurity Requirements 75 C. Theater Support 76 D. Contingency Operations 82 IX. Quality Control, Quality Assurance and Inspections 82 A. Product Quality 82 B. Product Sanitarily Approved Source Requirements 86 C. Warranties 89 D. Quality Program 90 E. Quality Systems Management Visits and Audits 91 F. Warehousing and Sanitation Program/Stored Product Pest Management 98 G. Delivery Temperatures, Shipping and Storage Requirements 98 H. Rejection Procedures 99 I. Authorized Returns 99

J. Short Shipments and Shipping Errors 100 K. U.S. ARMY Medical Department Army Public Health Center Inspectors and Inspections 100 L. Military Inspection at Destination 101 X. Packaging, Packing and Labeling 102 XI. Markings 105 XII. Palletization 107 XIII. Customers 108 XIV. Delivery, Title, Orders, and Order Fill Rates 109 A. Customer Deliveries 109 B. Title 111 C. Ordering System – Subsistence Total Order and Receipt Electronic System (STORES) 111 D. Order Placement 113 E. Order Cancellation 113 F. Holidays 113 G. Emergency Orders 113 H. Order Fill or Substitution Policy 114 I. New Items 114 J. Fill Rates/Substitutions/Exceptions 118 XV. Contract Authority, Administration, In-Process Reviews, Invoices, Payments, Reports, and Prime Vendor 832 Catalogs

A. Contracting Authority 122 B. Administration 123 C. In-Process Reviews 123 D. Notice to Contractors 123 E. Contractor Performance Assessment Reporting System 124 F. Invoicing 125 G. Payments 126 H. Management Reports 127 I. Catalog Order Guide 130 J. Key Management Personnel 130 K. Prime Vendor 832 Catalogs 131 L. Other Considerations 131

SOLICITATION PROVISIONS

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

2023)

Addendum to 52.212-1 132 52.212-2 Evaluation – Commercial Products and Servies (NOV 2021) 147

Addendum to 52.212-2 147 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 170 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) 174 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) 176 52.216-1 Type of Contract (APR 1984) 176

52.229-11 Tax on Certain Foreign Procurements – Notice and Representation FAR (JUN 2020) 176 5452.233-

Disputes - Agreement to Use Alternative Dispute Resolution (JUN 2020) 178

52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) 178

PROCUREMENT NOTES

C03 Contractor Retention of Supply Chain Traceability Documentation (JUN 2023) 179 C08 Tailored Logistics Support Purchasing Reviews (FEB 2017) 180 H14 Contractor Personnel Security Requirements (DEC 2021) 181 L01 Electronic Award Transmission (JUN 2020) 185 L02 Electronic Order Transmission (JUN 2020) 185 L06 Agency Protests (DEC 2016) 186 L09 Reverse Auction (OCT 2016) 186

Federal Food, Drug and Cosmetic Act - Wholesale Meat Act 187 Food and Drug Administration (FDA) Compliance - DLA Troop Support Medical and Subsistence 188

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 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

Andrew.Sibson@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.

CAUTION NOTICE

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.

***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

DECEMBER 16, 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.Garcia@dla.mil, Matthew.Ligato@dla.mil and Andrew.Sibson@dla.mil

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

Did You Remember To?

Number Reminder Check

1 Print and distribute the past performance questionnaire (Attachment 4) to your contract holders?

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

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

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

Prepare and return all proposals through DIBBS or DoD Safe electronic platform using the instructions in Attachments 5 and 7?

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

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

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 “Pricing Spreadsheet” (ONE

COPY OF THE QUOTE FOR EACH INDIVIDUAL ITEM IN THE CATALOG)?

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

Submit the quotes in item number sequence?

Submit quotes that are dated no earlier than December 9, 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 50 pages?

An additional 30 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.

If you are a Large or Foreign Business, submit your Small Business Subcontracting Plan in accordance with FAR 52.219-9?

NOTE: Subcontracting plans are required from Large or Foreign Business offerors and are not required by an offerors’ subcontractors. The DoD Office of Small Business Programs lists the following information as it pertains to subcontracting goals:

FY 2026

Small Business – 30% HubZone Small Business – 3.0% Service-Disabled Veteran-Owned Small Business – 3.0% Small Disadvantaged Business – 5.0% Women-Owned Small Business – 5.0%

13 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.

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 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.

(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

(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.

(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.

(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 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)

(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 or the DUNS+4 numbers, into the CCR database;

(b) The Contractor’s CAGE code is in the CCR database; and

(c) The Government has validated all mandatory data fields and has marked the records “Active”.

(End of text)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Products and Commercial Services FAR (MAR 2025)

(DEVIATION 2025-O0003) AND (MAR 2025) (DEVIATION 2025-O0004)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (DEC 2023) (Section 1634 of Pub. L.

115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C.3903 and 10 U.S.C. 3801)

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUM 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

__ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community – See FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (6) [Reserved]

__ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-238).

___ (10) 52.204-28, Federal Acquisition Supply Chain Act Orders – Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-agency contracts (DEC 2023) (Pub. L. 115-390, title

II).

___ (11)(i) 52.204-30, Federal Acquisition Supply Chain Act Orders – Prohibition (DEC 2023) (Pub. L.

115-390, title II).

___(ii) Alternate I (DEC 2023) of 52.204-30

_X_ (12) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment, or Voluntarily Excluded. (JAN 2025) (31 U.S.C.

6101 note).

_X_ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

__ (14) [Reserved]

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (17) [Reserved]

__ (18)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-6.

__ (19)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

__ (ii) Alternate I (MAR 2020) of 52.219-7.

_X_ (20) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)).

_X_ (21)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2025) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (NOV 2016) of 52.219-9.

_X_ (iii) Alternate II (NOV 2016) of 52.219-9.

__ (iv) Alternate III (JAN 2025) of 52.219-9.

__ (v) Alternate IV (JAN 2025) of 52.219-9.

__ (22) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

__ Alternate I (MAR 2020) OF 52.219-13.

___ (23) 52.219-14, Limitations on Subcontracting, Class Deviation 2021-O0008 (FEB 2023) (15 U.S.C. 637(a)(14)).

_X_ (24) 52.219-16, Liquidated Damages – Subcontracting Plan (SEP 2021) (15 U.S.C.

637(d)(4)(F)(i))002E.

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (Feb 2024) (15 U.S.C.

657f).

_X_ (26)(i) 52.219-28, Post Award Small Business Program Representation (JAN 2025) (15 U.S.C.

632(a)(2))

__(ii) Alternate I (MAR 2020) of 52.219-28.

__ (27) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

__ (28) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

__ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C.

644(r)).

___ (30)52.219-33, Nonmanufacturer Rule (Sep 2021) (15 U.S.C. 637(a)(17)).

_X_ (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

_X_ (32) 52.222-19, Child Labor – Cooperation with Authorities and Remedies (JAN 2025) (E.O.

13126).

__ (33) [Reserved] (Deviation 2025-O0003) (MAR 2025)

__ (34) [Reserved] (Deviation 2025-O0003) (MAR 2025)

_X_ (35)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (JUL 2014) of 52.222-35.

_X_ (36)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

__ (ii) Alternate I (JUL 2014) of 52.222-36.

_X_ (37) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

_X_ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (40) 52.222-54, Employment Eligibility Verification (JAN 2025) (E.O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in 22.1803.)

__ (41)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671, et seq.).

__ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (MAY 2024) (42 U.S.C. 7671, et seq.).

__ (44) 52.223-20, Aerosols (MAY 2024) (42 U.S.C. 7671, et seq.).

__ (45) 52.223-21, Foams (MAY 2024) (42 U.S.C. 7671, et seq.).

__ (46) 52.223-23, Sustainable Products and Services (Deviation 2025-O0004) (MAR 2025) (7 U.S.C.

8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

__ (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

__ (ii) Alternate I (JAN 2017) of 52.224-3.

_X_ (48)(i) 52.225-1, Buy American – Supplies (OCT 2022) (41 U.S.C. chapter 83).

__ (ii) Alternate I (Oct 2022) of 52.225-1.

__ (49)(i) 52.225-3, Buy American – Free Trade Agreements – Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109- 283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (JAN 2025) of 52.225-3.

__ (iv) Alternate III (FEB 2024) of 52.225-3.

__ (v) Alternate IV (OCT 2022 of 52.225-3.

__ (50) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. subtitle A, Part V, Subpart G Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

_X_ (55) 52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024) (E.O. 13513).

_X_ (56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services

(NOV 2021) (41 U.S.C.4505, 10 U.S.C. 3805).

__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (59) 52.232-33, Payment by Electronic Funds Transfer – System for Award Management (OCT 2018) (31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer – Other than System for Award Management

(JUL 2013) (31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

__ (62) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

_X_ (63) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (Nov 2024) (Sections 1821-1826, Pub. L. 118- 31, 41 U.S.C. 3901 note prec.).

__ (64) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) (15 U.S.C. 637(d)(13)).

_X_ (65)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

__ (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

__ (2) 52.222-42, Statement of Equivalent…