SPE30224R0005_Thailand.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1000187070

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

SPE302-24-R-0005

5. SOLICITATION NUMBER

2024 AUG 29

6. SOLICITATION ISSUE

DATE

Sung Hak Choe PSPPSH2

a. NAME

Phone: DSN(315) 743-

b. TELEPHONE NUMBER (No Collect calls)

2024 SEP 30

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY CODE SPE302

DLA TROOP SUPPORT INDO-PACIFIC

1025 QUINCY AVE, SUITE 1000

JBPHH HI 96860-3520

USA

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

8 (A)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

311999NAICS:

SIZE STANDARD:

11. DELIVERYFOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY CODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See Schedule

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

SEE SCHEDULE

07:00 AM

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE ADDENDUM

EDWOSB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:RECEIVED INSPECTED

COMPLETE PARTIAL FINAL

STANDARD FORM 1449 (REV. 2/2012) BACK

36. PAYMENT

PARTIAL FINAL

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42b. RECEIVED AT (Location)

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Part 12 Clauses

BLOCK 8 (Continued):

OFFER DUE DATE/ LOCAL TIME: September 30, 2024, at 7:00AM SOUTH KOREA STANDARD TIME (KST)

BLOCK 9 (Continued):

Email is the acceptable forms of transmission for submission of initial proposals. E-mailed submissions should be sent to:

Mr. Sunghak Choe, Contract Specialist; Sunghak.choe.kor@dla.mil and Ms. Jean Ross, Contracting Officer; jean.

ross@dla.mil

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

NOTES:

Individual purchases for subsistence items shall not exceed $150,000 per STORES order, unless by exception as listed in DFARS 225.7002-2 and with the written approval of the Contracting Officer. Acquisitions of the following perishable items, fresh fruits and vegetables, fresh milk, fresh bread and eggs by or for activities located outside the United States for personnel of those activities are not subject to the $150,000 per STORES order threshold. Acquisition of listed perishable items must be approved by the Contracting Officer in writing prior to the STORES order being fulfilled.

The FSO or ordering customer shall not place any single order exceeding $150,000, unless by exception as listed in DFARS 225.7002-2 and with the written approval of the Contracting Officer.

INITIAL OFFERS:

(1) The offer must be signed and completed in its entirety in accordance with the solicitation requirements.

(2) Offerors are responsible for submitting proposals, and any revisions, and modifications, so as to reach the Government office by September 30, 2024, at 07:00AM KST

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

(4) Offerors submitting proposals using email are advised that DLA Troop Support Indo-Pacific systems have certain email size and transmission limitations. Proposals must be prepared accordingly. Individual email attachments should not exceed 5MB in size, and no individual email should exceed more than 10 MB per email (multiple email submissions may be necessary). When submitting multiple emails as a proposal submission, label each email with a number (e.g., 1 of 8), accordingly. After transmitting an email submission, offerors should confirm receipt of all emails with the intended recipients. It is an offeror's responsibility to ensure its entire proposal is received by the date and time specified in sufficient time to ensure and confirm receipt by the Government.

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

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BLOCK 17A. (Continued):

OFFERORS: SPECIFY

CAGE CODE: __________________________

EMAIL ADDRESS________________________

COMPANY POC: ________________________

PHONE #: _____________________________

BLOCK 17B. (Continued):

Remittance will be made to the address that the Contractor has listed in the System for Award Management Database. (www.

sam.gov). Offeror's assigned Unique Entity ID: __________________________

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

BLOCKS 19-24 (Continued):

SEE SCHEDULE OF ITEMS (ATTACHMENT 1)

*Note1: Should be included a shipping and handling fee in each item on your quote.

*Note2: No contained Monosodium Glutamate (MSG) items for all items *Note3: Lead Time: 10 days if over $5K and 5 days if below $5K, lead time (Except Remarked Lead Time) -

AUTHORIZED NEGOTIATORS:

The offeror represents that the following persons are authorized to negotiate on its behalf with the Government in connection with this request for proposal. Please list names, titles, e-mail addresses, and telephone numbers for each authorized negotiator.

CAUTION NOTICE

The awardee will be required to have a computer system capable of accepting delivery orders and processing Electronic Data Interchange transactions. This contract will require the contractor to have electronic commerce/electronic data interchange capabilities.

All contractors who choose to conduct business with the Department of Defense must now be registered in the System of Award Management (SAM) database. In addition, we encourage all Contractors who receive contract awards as a result of this solicitation to access the “Dynamic Small Business Search” feature of SAM to identify potential suppliers and teaming partners for this initiative. You may go to the System of Award Management at www.sam.gov and click on the “Dynamic Small Business Search” button. When making your procurement decisions we encourage one's consideration of local business as a means to nurture small business and local economies.

All contractors who receive awards as a result of this initiative are encouraged to utilize the SBA SUBNet database to assist

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Part 12 Clauses (CONTINUED) them in further identifying additional small business sources of supply. Contractors may post notices of sources sought for teaming partners and subcontractors on future contracts. Small business can review this web site to identify opportunities in their area of expertise. You may access the SBA PRONet database through the SBA Website at www.sba.gov.

Included in your proposal submission, offerors are required to substantiate Product/Product Prices for all items in the Schedule of Items, with invoices / quotes for all groups offered when requested.

CONTRACTOR CODE OF BUSINESS ETHICS (Nov 2021)

FAR Part 3.1002(a) requires all government contractors to conduct themselves with the highest degree of integrity and honesty.

Contractors should have a written code of business ethics and conduct within thirty days of award. To promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program that facilitates timely discovery and disclosure of improper conduct in connection with government contracts and ensures corrective measures are promptly instituted and carried out. A contractor may be suspended and/or debarred for knowing failure by a principal to timely disclose to the government, in connection with the award, performance, or closeout of a government contract performed by the contractor or a subcontract awarded there under, credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in title 18 of the United States Code or a violation of the False Claims Act. (31 U.S.C. 3729-3733).

If this solicitation or contract includes FAR clause 52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT; the contractor shall comply with the terms of the clause and have a written code of business ethics and conduct;

exercise due diligence to prevent and detect criminal conduct; promote ethical conduct and a commitment to compliance with the law within their organization; and timely report any violations of federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in title 18 of the United States Code or any violations of the False Claims Act. (31 U.S.C.

3729-3733). When FAR 52.203-13 is included in the contract, contractors must provide a copy of its written code of business ethics and conduct to the contracting officer upon request by the contracting officer.

RAPID GATE, DEFENSE BIOMETERIC IDENTIFICATION SYSTEM (DBIDS) REQUIREMENT and/or OTHER

SECURITY PROGRAMS

Many bases may require enrollment in a particular system for base security such as RapidGate, the Defense Biometric Identification System (DBIDS), or other similar system(s). Such systems manage access to Department of Defense (DoD) installations and will not allow entry without clearance. During the contract start-up/ implementation period, the Contractor must contact all customer locations to determine whether enrollment in RapidGate, DBIDS, or another security program is required for access to each location. If RapidGate, DBIDS, or other security enrollment is required, the Contractor must take all necessary steps to obtain this in time for the start of performance under this contract. Failure to have clearance may result in a Contractor being turned away from the base and being unable to complete delivery. The Contractor is responsible for any costs associated with RapidGate, DBIDS, and/or other security program enrollment and must ensure that a properly enrolled driver is available for all deliveries. We currently estimate that RapidGate or DBIDS enrollment will cost about $250 per company and $200 per enrolled employee for 1 year of access to multiple locations, but the cost of RapidGate, DBIDS or other security enrollment may vary, so the Contractor should contact the specific security system contractor to determine its own costs. If more than one driver is required, enrollment must be obtained for each driver. Note that enrollment can take several weeks, so an awardee that is not already enrolled must begin enrollment at the time of award notification at the latest. If difficulty or delay in enrollment is encountered during the start-up/implementation period, the Contractor MUST contact the specific security system contractor and/or the Security Officer at the applicable customer locations to resolve any issues with processing enrollment so that the Contractor will be able to deliver as required.

For additional information on current base security systems including RapidGate and DBIDS, including enrollment instructions, please visit their websites at https://www.fortiorsolutions.com/products/rapidgate/ and http://dbids.dmdc.mil/.

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SF1449 - CONTINUATION SHEET

Table of Contents

I. INTRODUCTION ----------------------------------------------------------------------------------------------------7

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUANITY ----------------------- 8

III. CONTRACT START-UP/IMPLEMENTATION PHASE ------------------------------------------------ 9

IV. ELECTRONIC CATALOG, PRODUCT SOURCING AND PRICING, ECONOMIC PRICE ADJUSTMENTS

(“EPA”) - ACTURAL MATERIAL COSTS FOR SUBSISTENCE ---------------------------------------- 10

VI. INVENTORY AND WAREHOUSE MANGEMENT ----------------------------------------------------- 23

VII. PACKAGING, PACKING, LABELING, INSPECTION & ACCEPTANCE -----------------------24

VIII. QUALITY CONTROL, QUALITY ASSURANCE, AND INSPECTIONS -------------------------26

IX. MARKINGS AND PALLETIZATION -----------------------------------------------------------------------43

X. DELIVERY, TITLE, ORDERS, AND ORDER FILL RATES ------------------------------------------- 46

XI. CONTRACT AUTHORITY, ADMINISTRATION, IN-PROCESS REVIEW, INVOICES, PAYMENTS REPORTS, AND CONTRACTOR CATALOGS ------------------------------------------------------------------------------ 53

XII. SECURITY MEASURES, FORCE PROTECTION, THEATER SUPPORTS, AND EMERGENCY ORDERS

------------------------------------------------------------------------------------------------------------------------------ 58

XIII. PROPOSAL SUBMISSION INFORMATION --------------------------------------------------------- 65

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I. INTRODUCTION

This solicitation seeks offers for Market Ready Items support to military and other federally funded customers located throughout in Thailand.

The Defense Logistics Agency-Troop Support Indo-Pacific (DPA-TS-IP) intends to enter into a Fixed Price Indefinite Delivery (IDC) Contract, with Economic Price Adjustment (EPA) with a company who will act as a full line food distributor responsible for the supply and delivery of Subsistence Items, including Fresh Fruits & Vegetables (FF&V), and Full-Line of Grocery Items.

The Contractor must be capable of supplying all chilled products, semi-perishable food products, frozen fish, meat and poultry, other frozen foods (i.e. fruits, vegetables, prepared foods, etc.), dairy and ice cream products, fresh and frozen bakery products, beverage base and juices (for dispensers), beverages and juices (non-dispenser), and fresh fruits and vegetables.

A successful offeror(s) will be required to source, purchase, store, and deliver a variety of grocery items to DLA Troop Support Indo-Pacific customers on an ongoing basis, while at the same time maintaining acceptable fill rates, levels of customer service, and product quality. Therefore, an offeror must currently possess the logistical and financial resources to serve as a commercial distributor of a variety of grocery items. If an offeror does not have a physical location, they will still need to have the capabilities to deliver within the required time frame & provide replacement items to the customer, as quickly as possible. It is neither sufficient nor acceptable for an offeror to be a third-party logistics (“3PL”) company (i.e., a company that does not intend to serve as the grocery supplier but instead intends to subcontract out the majority of aspects required by the contract, including but not limited to ordering, warehousing, distribution, etc.). By offering, an offeror affirms its status as a current and functioning commercial distributor of grocery items. In order to determine whether an offeror meets the technical requirement of being a current and functioning commercial grocery distributor, the Contracting Officer will require an offeror to provide its current, valid Perishable Agricultural Commodities Act (“PACA”) license (Including any sub-contractors license). In addition, the Contracting Officer will require an offeror to submit a valid Good Agricultural Practices (“GAP”)/Good Handling Practices (“GHP”)/Good Manufacturing Practices (“GMP”)/Food Defense audit inspection report(s) / certificate as applicable for each place of performance identified in the offeror's proposal (Including sub-contractors' certificates). The audit report(s) must demonstrate that a passing score(s) was/were received. Please note that a request for the aforementioned information by the Contracting Officer will be used to make a determination of whether or not the offeror meets the technical requirement of being a current and functioning commercial distributor of grocery items. This information is not being sought to determine an offeror's likelihood of success in performing the contract as would be the case in a responsibility analysis.

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

The Contractor will be required to support all authorized DLA customers located in Thailand. As previously stated, these customers include military or other federally funded customers. Though the solicitation describes existing customers known to the Contracting Officer at the time of the solicitation's issuance, other customers, including military, Department of Defense (DoD), or non-DOD, may be added as necessary during the life of any resultant contract. The addition of said customers located within the solicitation's specified region will be at no additional cost to the Government. See Attachment 2 - Delivery Locations.

This solicitation is being issued as unrestricted under full and open competition procedures. NAICS is 311999 and size standard is 500 employees. A waiver of the non-manufacturer rule has not been requested for this acquisition because it

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Part 12 Clauses (CONTINUED) is an acquisition for multiple items.

The Government intends to make one award:

This solicitation utilizes the Lowest Price Technically Acceptable (LPTA) Source Selection Process. As part of this selection process, the Agency will incorporate a weighting factor in its evaluation. Said factor will only be applied for evaluation purposes to the Aggregate Distribution Price. Please refer to the Addendum to FAR 52.212-2 contained in this Solicitation for additional information about how each offeror's price, and price components, will be evaluated.

Effective Period of Contract / Tiers

The contract shall be for a term of sixty (60) months, with three separate pricing tiers and shall not exceed sixty (60) months.

The first tier shall be for a 24-month period (Includes the start-up period). The second tier shall be a 18-month period immediately following the first tier. The third tier shall be for a 18-month period immediately following the second tier.

Performance Period: 12/1/2024 - 11/30/2029 (5 years total)

Tier 1 - 12/01/2024 - 11/30/2026 (24-month period)

Tier 2 - 12/01/2026 - 05/31/2028 (18-month period)

Tier 3 - 06/01/2028 - 11/30/2029 (18-month period)

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

B. There are three tier periods in this solicitation. Acceptance of these tiers is mandatory. Distribution Prices (see Economic Price Adjustment (EPA) Clause), must be submitted for each tier period. The Distribution Prices offered on each tier period will be calculated with the Product Price (see Economic Price Adjustment (EPA) Clause), proposed for each evaluated item. The Distribution Price for each tier period may be offered as a dollar value, increase or decrease, from the initial Tier 1 period. Changes expressed as a percentage will not be accepted.

C. Failure to propose an increase or decrease of distribution prices in the tier periods will be considered, and evaluated as, no change per tier period.

D. We would like to emphasize that distribution prices are fixed at the onset of each tier and will remain unchanged throughout the entire tier period, irrespective of any adjustments made by an EPA Adjustment.

II. ESTIMATED VALUE/GUARANTEED MINIMUM/MAXIMUM QUANITY

The estimated dollar value (One Year) of this solicitation is $1,450,000, inclusive of all tiered pricing periods. The maximum dollar value will be $7,250,000.00 inclusive of all tiered pricing periods and surge requirements. The guaranteed minimum will be 10% of the Total Estimated Dollar Value, which equates to $145,000. The Government's legal obligation under this contract shall only be for that guaranteed minimum and shall be satisfied once purchases for that amount have been made.

This solicitation includes multiple ordering facilities (i.e. customers), as listed in the Customer Deliveries section of this solicitation and on Attachment 2 - Customer List. Ordering facilities within the region covered by this solicitation can be added and/or subtracted as conditions warrant. As previously described, said additions/subtractions will occur at no additional cost to

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Part 12 Clauses (CONTINUED) the Government.

Customer: DoD Customers in Thailand

12-month Estimate: $1,450,000

Guaranteed Minimum: $145,000

Maximum Ceiling Amount: $7,250,000 for the entire 5-year period.

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

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

III. CONTRACT START-UP/IMPLEMENTATION PHASE

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

After an award is made, the Contractor (also referred to as the Awardee) will be required to take steps to implement its new contract prior to initial ordering/delivery. Within five (5) business days after the award is made, the Contractor shall submit a proposed implementation schedule to the Contracting Officer that details all the necessary steps that are required to ensure proper contract performance. This may include but is not limited to catalog/ordering/invoice testing (STORES), sourcing new items, finalize delivery schedule per customer location, etc.

An additional seventy-five (75) days will be granted for actual completion of the proposed schedule. Contractor will be given a total of ninety (90) days to complete the schedule and have a fully functional distribution account in place for all customers covered under the contract(s) no later than December 01, 2024. The timeline for the “start-up” period, as described above, is included in the first tier.

A. CONTRACT START-UP/IMPLEMENTATION PHASE - RAMP UP

a. In the event that a follow-on contract is awarded to the incumbent BPA Holder, the contract implementation phase will be utilized to establish fully functional catalogs in accordance with the terms and conditions of the new contract. The following terms shall apply:

i. Within ninety (90) days after award, the Contractor shall be fully prepared to support all customers under the terms and conditions of the new contract. New and fully functional catalogs must be established during this time.

ii. Any new items added during the implementation phase require approval from the contracting officer. Subsequently, approved additions will be incorporated into both the new contract and the existing contract for customers to order.

iii. Delivery prices shall be updated on the new catalogs in accordance with the terms and conditions of the new contract.

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b. In the event that a follow-on contract is awarded to a firm other than the incumbent Contractor, the contract implementation phase will be utilized to ramp-up the new Contractor and ramp down the incumbent. Ramp up/down planning shall begin immediately after award. The ramp up/down process is expected to be completed within ninety (90) Days after award. The Government reserves the right to phase in customer ordering prior to the completion of the ramp-up period. The following terms shall apply:

i. Within five (5) business days after the award is made, the Contractor shall submit a proposed implementation schedule to the Contracting Officer that details all the necessary steps that are required to ensure proper contract performance.

ii. The incumbent Contractor may remain the principal source of food and non-food supplies for the entire ninety (90) day implementation period, until the start of the new contract on December 1, 2024.

iii. Throughout the entire ninety (90) day implementation period, the incumbent Contractor is required to maintain a stocked inventory of products for customer orders. This obligation will persist until the commencement of the new contract.

B. CONTRACT TRANSITION OUT - RAMPDOWN

a. As part of this contract, the incumbent Contractor will be required to participate in a contract ramp- down/transition out.

DLA Troop Support Indo-Pacific anticipates that a follow-on contract will be awarded at least ninety (90) days before the expiration of this contract to allow for a coordinated ramp-down of the existing Contractor and ramp-up of the follow-on Contractor. The Contractor will be required to coordinate all aspects of its ramp-down with the Contracting Officer and provide a ramp-down schedule, if requested.

b. During this ramp-down/transition out period, the incumbent Contractor shall continue replenishment of all items to allow for sufficient supply on hand and in the pipeline to support the customer requirements at that time. The incumbent Contractor shall submit Total Asset Visibility Reports and/or other supply chain information on a weekly basis to the Contracting Officer, or in the frequency otherwise requested. The incumbent Contractor will be responsible for disposing of its remaining residual stock. The incumbent Contractor is responsible for all costs associated with that residual product, including disposal costs (i.e. product price, distribution price, etc.).

c. DLA Troop Support Indo-Pacific anticipates that the Contractor will remain the principal source of food supplies for the ninety (90) days of any follow-on contract's implementation phase. During this period, the Contractor shall maintain its contractually required fill-rate. Notwithstanding other provisions of solicitation, performance failure during the follow-on contract implementation phase, just as during other periods of performance, may result in termination for cause and/or the Contractor receiving administrative admonishment via negative past performance ratings in the Contract Performance Assessment Reporting System (CPARS) record, and/or any other remedy available to the Government.

IV. ELECTRONIC CATALOG, PRODUCT SOURCING AND PRICING, ECONOMIC PRICE ADJUSTMENTS

(“EPA”) - ACTUAL MATERIAL COSTS FOR SUBSISTENCE

A. Electronic Ordering Catalogs

a. An offeror that receives an award will be required to maintain electronic catalogs that list all items available to the customers covered under this solicitation. These catalogs will be in STORES. Each item in the catalog shall contain the corresponding national or local stock number (as appropriate), Government item description, packaging characteristics, unit of issue, and unit price. STORES manuals are available electronically.

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b. All Contract Unit Prices shall be fixed and remain unchanged until changed pursuant to this language or other applicable provision of the contract. Only the Product Price component of the Contract Unit Price is subject to adjustment under this section. After the first ordering period, if the Contractor's Product Price changes for any or all Contract Unit Prices, the Contract Unit Price shall be changed in the next period's ordering catalog upon the Contracting Officer's approval of the Contractor's request, which must be submitted in accordance below, by the same dollar amount of the change in the Product Price, subject to the limitations below. Any price changes approved by the Contracting Officer shall become effective at the beginning of the next ordering period. All ordering catalog unit prices computed in accordance with this section and in effect when an order is placed shall remain in effect for that order through delivery. DLA Troop Support Indo-Pacific will be charged the Contract Unit Price in effect at the time the order is placed, regardless of any changes in the Contract Unit Price occurring before delivery or in any subsequent ordering period.

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

Supplier A - 40% x $5.70 = $2.28

Supplier B - 30% x $5.90 = $1.77

Supplier C - 30% x $6.30 = $1.89

Product Price = $5.94

d. Catalog Maintenance:

i. New Items:

1. Prior to commencement of the first order, DLA Troop Support Indo-Pacific, the customer, and the Contractor will collaborate to identify items not found in the Schedule of Items which are to be added to the ordering catalog. This effort is limited in its scope but necessary to update the catalog with items that were not required previously due to seasonality and other contingent circumstances unknown to the Contracting Officer at the time of solicitation.

Neither the contractor nor customer is permitted to add a new item to the catalog without initiating a new item request to the Contracting Officer, which requires a separate fair and reasonable price analysis per item.

2. After ordering commencement, if a customer desires to order a grocery item that is not part of the ordering catalog, the Contractor will be allowed a maximum of fifteen (15) calendar days to source the item, obtain a stock number from DLA Troop Support Indo-Pacific (if required) and add the item to the ordering catalog via an catalog transaction in STORES. These items should then become a permanent part of the Contractor's inventory, dependent upon availability, after the Contracting Officer's determination of fair and reasonable pricing. The Contractor shall utilize the Contracting Officer provided form when requesting all item approvals (additions and/or changes). The “Market Ready Request Form” form is mandatory and is Attachment 7.

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

4. ALL HOLIDAY ITEMS MUST BE STOCKED IN THE CONTRACTORS WAREHOUSE, NO LATER

THAN SIXTY (60) DAYS PRIOR TO THE HOLIDAY. For example, Christmas items must be in the OCONUS warehouse NLT October 25. The Contractor may submit any exceptions (e.g. short shelf-life items) in writing to the Contracting Officer.

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

6. The Contractor will be responsible to work with the customer to ensure that the customer is included in the decision to determine the acceptability of product.

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

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

9. An item that has been determined fair and reasonable and added to the Contractor's catalog(s), then removed and is needed to be added again within a 12 month period, e.g., holiday items, special occasion items, etc.. are not considered “new” items and are not subject to the NIRF process. The Contractor will follow normal catalog price change procedures provided the item is exactly the same as the item previously determined fair and reasonable.

This item may be subject to another fair and reasonable determination at the Contracting Officer's discretion. Items removed greater than 12 months, are considered new items and subject to the NIRF process.

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

ii. Catalog Pricing:

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

a. Upward ceiling on economic price adjustment. The aggregate of Product Price increases for each item under this section during the entire contract period shall not exceed 110% for FF&V items and 20% for Non-FF&V Items for DoD Customers of the initial contract Product Price, except as provided below:

i. If at any time the Contractor has reason to believe that within the near future a price adjustment under the provisions of this language will be required that will exceed the Product Price ceiling for any item, the Contractor shall promptly notify the Contracting Officer in writing of the expected increase. In the event that the latest actual market price for an item does result in a Product Price that exceeds the allowable ceiling price under the contract, the Contractor shall immediately notify the Contracting Officer in writing or via its Web price change request no later than the time specified in paragraph above. With either such notification, the Contractor shall include a revised ceiling that the Contractor believes is sufficient to permit completion of remaining contract performance, along with appropriate explanation and documentation as required by the

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Contracting Officer.

ii. The price change shall be posted for the following period's ordering catalog. If an actual increase in the Product Price would raise the price for an item above its current ceiling, and the Contracting Officer and Contractor cannot negotiate a fair and reasonable price below the ceiling or if the Contracting Officer does not issue a contract modification to raise the ceiling, the Contracting Officer may reject the price change and direct that the item be retained on the contract at the last approved price. If the Contracting Officer decides to retain the item, the contractor shall continue to perform with the item at the last approved price. In the alternative, the Contracting Officer may authorize the removal of an item. The decision regarding whether to modify the contract, retain the item, or remove the item rests solely with the Contracting Officer.

2. Contractor-Requested Catalog Price Changes: Upon award, all items included in the Solicitation's Schedule of Items that ultimately are included in the ordering catalogs have been deemed “fair and reasonable” from a pricing standpoint by the Contracting Officer. No further analysis is necessary with regard to those prices until said prices are subject to change per a request by the Contractor under the terms of the Economic Price Adjustment (EPA) provision. In accordance with said provision, a Contractor is permitted to submit a monthly adjustment request for any items found on the catalog when consistent with actual price changes of said items encountered by the Contractor as reflected in the commercial market.

3. EPA requests shall be submitted Monthly, no later than 9:00 AM (KST) on the 1st Tuesday to be effective in the following week's ordering catalog. The Contractor shall notify the Contracting Officer by email and update in the form of an electronic data interchange transaction when using STORES, along with supporting price justification for all requested items.

4. To facilitate efficient communication and ensure prompt processing, submit all notices and requests via email to the contracting officer as an Price Change request. Additionally, include invoices and pertinent supporting documentation to substantiate any proposed price changes. Requests shall also identify all rebates/discounts that will be subtracted from the requested Product Prices when calculating the revised contract unit prices that would go on the catalog.

5. When such a request occurs, the Contracting Officer is required to make an entirely new “fair and reasonable” determination of that item's new requested price. Prices are to be adjusted downward or upward, as appropriate, according to “last receipt” price, as defined under the EPA terms of this solicitation.

6. If the new requested price cannot be found “fair and reasonable” by the Contracting Officer, such as when the changed price(s) is(are) higher than Product Prices for items of comparable quality which are reasonably available to the Government or Contractor from other sources, the last approved price will remain effective for purposes of the ordering catalog and the Contractor shall continue support of that item(s) for the following week and beyond until a new “fair and reasonable” price is approved. The Contracting Officer will notify the Contractor by 9:00am Korea Standard Time (KST) each Thursday that a price or a price change request is being questioned or has been found to be erroneous.

7. Price change requests that the Contracting Officer questions or finds to be inconsistent with the requirements of this provision shall not be posted until the Contracting Officer specifically authorizes the posting.

8. The Contracting Officer's failure to approve a Contractor's request for a monthly adjustment of a price WILL NOT result in the automatic removal of the corresponding item from the following week's ordering catalog. In a circumstance where an item's price is “held over” from a prior week, having not been adjusted due to the Contracting Officer's rejection of a subsequent weekly price adjustment request (i.e., newly proposed price cannot be determined “fair and reasonable”), it is expected that the terms of the EPA provision continue to be strictly adhered to. It is unacceptable, and a breach of said terms, if a Contractor uses a “held over” price to overcharge the Government at a point when that price exceeds the item's true price as paid by the Contractor in its business, which reflects commercial market conditions for that item. Therefore, in the “held over” scenario as described above as

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Part 12 Clauses (CONTINUED) well as all scenarios encountered during contract performance, price decreases are expected when and where applicable. Please note that the Contracting Officer has wide discretion in managing the above-described processes and resolving any resulting issues.

9. All price changes, and catalog contract prices, are subject to review by the Government. The Contracting Officer may, at any time, require the submission of supporting data to substantiate any requested price change or the requested continuation of the pre-existing price for any item, including prices applicable to prior ordering periods.

Upon notice from the Contracting Officer that supporting data is required, the Contractor shall promptly furnish to the Government, all supporting data, including, but not limited to, invoices, quotes, price lists, documentation regarding rebates/discounts, and any other substantiating information from the Contractor and any and all of its suppliers in the supply chain, including the manufacturer, grower, private label holder, or redistributor.

10. If the Contracting Officer cannot determine a price fair and reasonable, and the Contracting Officer and the Contractor cannot negotiate a fair and reasonable price, the Contracting Officer may reject any price change and direct, in writing, that the item in question be retained on the catalog at the most recent previously approved price consistent with current market conditions. In the alternative, the Contracting Officer may authorize the removal of an item.

11. The posting of updated prices in the ordering catalog, calculated in accordance with this section, constitutes a modification to this contract. No further contract modification is required to effect this change. Any changes that post to the ordering catalog do not constitute a waiver of any of the rights delineated elsewhere in the Solicitation, any resulting contract(s), or otherwise by law or regular.

12. In the event of a price change not posting or an ordering catalog Contract Unit Price not computed in accordance with this section, resulting in an incorrectly increased or decreased Contract Unit Price, upon discovery of such occurrence the Contractor shall immediately notify the Contracting Officer in writing and promptly thereafter correct its ordering catalog. In the event of an erroneous price increase in the ordering catalog, the Contractor shall submit a refund, including interest if applicable, for any amounts paid to the Contractor resulting from the erroneous price. In the event of an erroneous price decrease in the ordering catalog, the Contractor may submit a request for an equitable adjustment in the amount of the undercharge for consideration by the Contracting Officer.

The request may be entertained if the Contractor can demonstrate to the satisfaction of the Contracting Officer that the error did not result from the fault or negligence of the Contractor. The Contractor will not be entitled to reimbursement if the undercharge was the fault or negligence of the Contractor.

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

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

b. Changes in the quantities of materials; and

c. Increases in Contract Unit Prices that the Contracting Officer determines are computed incorrectly (i.e., not adhering to the Contract Unit Price definition in this provision) and/or increases in Contract Unit Prices that the Contracting Officer determines are not fair and reasonable.

iii. Catalog Additions:

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

2. The request is due by 9:00 AM KST on the 1st Monday prior to inclusion of the following Sundays catalog updates. Please note that meeting this deadline does not guarantee that the item's price will be approved as

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“fair and reasonable” nor does it mean that the Contracting Officer will have been able to complete his/her review of the request prior to the time necessary to incorporate it into the following week's ordering catalog.

3. The contracting officer will review the catalog addition request and upon determining the price fair and reasonable will contact the Contractor to indicate acceptance. The Contractor shall then include the item on Sunday's catalog update. Should the proposed price fail to be determined fair and reasonable, the contracting officer will conduct negotiations with the contractor. If after negotiations the proposed pricing still cannot be determined fair and reasonable the item will not be added to the catalog.

iv. Pricing Requirements:

1. The final negotiated contract fixed unit price for each item delivered to all customers shall be in effect for a minimum of all orders issued during the first two ordering weeks (from Sunday at 12:01 AM (KST) through the following Saturday until 11:59 PM) of the second week following (i.e., the 14th day)). The prices shall remain in effect for all subsequent ordering weeks except as otherwise adjusted IAW clause Economic Price Adjustment - Actual Material Costs for Subsistence Product Price Business Model (Nov 2011).

v. Downward Limitation on economic price adjustments. There is no downward limitation on the aggregated percentage of decreases that may be made under this section.

vi. Price Audit.

1. The Contracting Officer may require the Contractor to submit invoices and other documentation from all subcontractors at all tiers and/or all suppliers or persons in the Product Price supply chain, up to and including the grower, manufacturer, and/or redistributor, for the purpose of confirming Product Prices charged to the Government, as well as to substantiate all rebate/discounts applicable to orders under the contract. In performing the price audit, the Government shall have the right to examine books, records, documents, and other data, to include commercial sales data, that the Contracting Officer deems necessary to verify Contractor adherence to the provisions of this section and any other terms and conditions of the contract. Such price audits may occur up to twice a year (except as provided for below) until the end of 5 years after the date of final payment under this contract or the time periods specified in Subpart 4.7 of the Federal Acquisition Regulation (“FAR”), whichever is earlier. In addition to price audits, the Government may conduct additional examinations of records, as required by the Contracting Officer to ensure contract compliance.

vii. Final invoice.

1. The Contractor shall include a statement on the final invoice for each order that the amounts invoiced hereunder have applied all decreases required or authorized by this section.

vii…