5united states marine corps marine corps community … government... · 2019-07-29 · h0119-h-0003...

H0119-H-0003 of 136

5UNITED STATES MARINE CORPS MARINE CORPS COMMUNITY SERVICES (MCCS) NONAPPROPRIATED FUNDS

SOLICITATION, OFFER AND AWARD 1. CONTRACT NUMBER 2. SOLICITATION NUMBER

H0119-R-00033. DATE ISSUED

07/29/20194. PURCHASE REQUEST NUMBER

scottjer-2018-09-20-8-28-30

5. ISSUED BYHEADQUARTERS, UNITED STATES MARINE CORPSBUSINESS & SUPPORT SERVICES DIVISION (MR)

PROCUREMENT (MRB)3044 CATLIN AVENUE QUANTICO, VA, 22134, USA

6. ADMINISTRATION OFFICE ADDRESS (If other than block 5) Ms. Kimberly DietzmanComm: 703 432-0175Fax: 703 432-0041E-Mail: [email protected]

SOLICITATION 7. Following the instructions in Section L, send sealed offers for receipt no later than September 02, 2019 10:00 AM, local time per the

All offers are subject to all terms and conditions contained in this solicitation. location in Block 5. 8. For information contact the Contract Specialist: Dietzman Civ. K. J. .0175-, Comm: 703 432mccs.org-Mail: dietzmankj@usmc-, E

TABLE OF CONTENTS 9. Sections marked with an “X” are incorporated. (X) SEC DESCRIPTION PAGE # (X) SEC DESCRIPTION PAGE #

PART I–THE SCHEDULE PART II–CONTRACT CLAUSES A SOLICITATION/CONTRACT FORM I CONTRACT CLAUSES B PRICE AND FEE SCHEDULE PART III–LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH C STATEMENT OF WORK J LIST OF ATTACHMENTS D PACKAGING AND MARKING PART IV–REPRESENTATIONS AND CERTIFICATIONS

E INSPECTION AND ACCEPTANCE K REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

F DELIVERABLES OR PERFORMANCE L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

G CONTRACT ADMINISTRATION DATA M EVALUATION FACTORS FOR AWARD

H SPECIAL CONTRACT REQUIREMENTS OFFER

10. The offeror agrees, if awarded all or part of the items and/or services solicited, to furnish them according to the price(s)/fee(s), terms andconditions contained in the solicitation and offer. This offer will be valid for 180 calendar days (60 calendar days unless a different period isentered by offeror) after the established date for receipt of offers.

11. ACKNOWLEDGEMENT OF AMENDMENTS (Offeror acknowledges receipt of amendments to the Solicitation for offerors and related documentsnumbered and dated).

AMENDMENT NUMBER DATE AMENDMENT NUMBER DATE

12. OFFEROR’S NAME AND ADDRESS (Street, City, State & Zip Code)

CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE, AND ENTER THE ADDRESS IN SECTION B OF THE SCHEDULE.

13. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Typeor Print)

14. PHONE NUMBER & EMAIL ADDRESS 15. SIGNATURE/DATE

AWARD (To be completed by MCCS) 16. ACCEPTED AS TO ITEMS NUMBERED 17. AMOUNT

18. SUBMIT INVOICES TOSSCFINANCE - MCCS SHARED SERVICES CENTER 2306 E. BANNISTER ROADKANSAS CITY, MO 64131EMAIL: [email protected]

19. ACCOUNTING DATAVarious Command Revenue Accounts

20. NAME OF CONTRACTING OFFICERKIMBERLY J. DIETZMAN

21. SIGNATURE OF CONTRACTING OFFICER / DATE

H0119-H-0003 of 136

B. SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS B.1 OBJECTIVE (ACNA 0003 MAY 2016) The Business and Support Services Division (MR), Headquarters, United States Marine Corps, and/or Marine Corps Community Services is soliciting proposals for the award of a single or multiple award negotiated fixed-price indefinite quantities contract(s), for nationally or regionally recognized, quick oil change/lube, vehicle maintenance and tire retail operations on the premises of Marine Corps installation(s) as outlined in Attachment J-2, Sites/Locations and any subsequent modifications as identified in this contract.

a. Offerors awarded a contract shall be expected to fully provide the existing facility with all required equipment, furniture, fixtures, decor, products and supplies to provide a fully functional quick oil/lube, vehicle maintenance, and tire retail facility and to operate the concession in accordance with this agreement and the Contractor's standard operating procedures.

b. Offerors must currently own or operate at least ten nationally or regionally recognized quick oil

change/lube franchises, either directly or, in the case of a franchisor, through its franchises. For the purposes of this solicitation, a nationally recognized franchise is one where the parent company or organization has facilities in place in at least ten states, each bearing the same name, and owned and operated by the parent organization directly or through franchises or equivalent business structures to provide the general scope of services required within this contract. A regionally recognized franchise is one where at least three facilities are operated under the same name within the local market area, defined herein as being within a 50-mile radius of the facility to be operated hereunder. The firm awarded this contract will operate facilities covered hereunder utilizing its own assets, equipment, personnel, products and supplies. B.2 AWARD OF CONTRACT. Award will be made to the responsive, competitive, and responsible Offeror(s) who best meets the contract specifications based on the evaluation criteria set forth in Section M of this request for proposal. B.3 BACKGROUND – MR AND MCCS (ACNA 0002-A MAY 2016)

a. The Business and Support Services Division (MR), Headquarters, United States Marine Corps, Quantico, Virginia, under the staff cognizance of the Deputy Commandant for Manpower and Reserve Affairs, is responsible for providing policy, plans, resources, and support to Marine Corps Community Services (MCCS) activities. MCCS provides commanders with an integrated organization for the development and delivery of Quality of Life programs and services. MCCS operates family, fitness and recreation, exchange and business, services and other Quality of Life programs and services for Marines and their families. The administration, management, and operation of local MCCS activities are the responsibility of each installation commander.

b. MCCS activities are operated on Marine Corps installations on the east and west coasts of the United States; Hawaii; Iwakuni, Japan; and Okinawa, Japan.

c. MCCS activities are Nonappropriated Fund Instrumentalities of the Federal government, and are therefore subject to directives issued by the Department of Defense, the Secretary of the Navy, and the Commandant of the Marine Corps. The MCCS system generates over one billion dollars in sales per year from a wide variety of business operations. Earnings from its major revenue generators are used to help fund non-revenue generating MCCS programs. Additional information is available at www.usmc-mccs.org. B.4 PRODUCTS-SERVICES AND PRICING (ACNC 0554-A DEC 2015)

http://www.usmc-mccs.org/

H0119-H-0003 of 136

a. Where there is a commercial establishment of the same name as the concession operated within the local market area, defined as within a fifty (50) mile radius of the concession site, the products and services offered under this contract shall be the same assortment as offered in the commercial establishment of the same name in the local market area, unless otherwise agreed by the Contracting Officer. Pricing offered under this contract shall also be at or below the prices, by item, charged at the commercial establishment of the same name in the local market area. Where there is more than one (1) commercial establishment bearing the same name within the local market area (off-installation), the nearest commercial establishment shall be used for purposes of determining acceptable assortment and pricing. Commercial establishments, as used in this clause, do not include units operated in non-traditional venues. All pricing will provide an overall value to the Military patron. Pricing will be set forth in Attachment J-3. (A copy of local facility locations with price lists shall be submitted to the local Contracting Officer’s Representative (COR) by close of business on the last day of each quarter within the NRF 4-5-4 year.) b. Where there is not a commercial establishment of the same name as the concession operated within the local market area, the products to be provided, services offered, and prices to be charged are fixed in accordance with the Products List and Price Schedule as established by the Contractor and set forth in Section J (or modification) and as approved by the Contracting Officer, and are the prices to be charged to the patron during the contract period of performance. c. Proposed product/services changes. Once established under this contract, proposed changes to either assortment or pricing must be in compliance with the provisions under subparagraph a. above and are subject to Contracting Officer approval, as provided below. Unless consistent with changes made at the nearest commercial establishment used for determining acceptable assortment and pricing, proposed changes to the products/services offered or prices must be submitted in writing to the HQ COR, accompanied by justification, at least thirty (30) days prior to the requested implementation of the change. (1) Commercial establishment of the same name operated in local market area. (a) In most cases, Contractor proposed products/services and pricing changes will be allowed and approval may be assumed if the requested change to assortment or pricing comports with the requirements in subparagraph a. above and the MR or MCCS contracting officer does not otherwise advise the Contractor within fifteen (15) days after Contractor’s submission that its proposed change is being disallowed in accordance with subparagraph (b) immediately below. The Contractor shall coordinate its implementation of changes with the local and HQ COR’s and may make the proposed changes without further notice from the contracting officer. (b) The contracting officer, however, reserves the right to disallow such proposed changes if deemed objectionable. In such event, the contracting officer will so advise the Contractor within fifteen (15) days after receipt of the Contractor’s change request, that its request is disallowed. Such right to disallow any products/services and pricing changes will not be exercised haphazardly and approval will not be unreasonably withheld. (2) Where no commercial establishments of the same name exist in the local market area, Contractor requested changes will be reviewed and if approved, a written modification to this contract will be prepared and approved by the contracting officer before the Contractor may implement such changes to either prices or product/services. For these change requests, the Contractor shall submit appropriate documentation to justify the requested changes.

H0119-H-0003 of 136

d. Promotions. National or regional promotions, limited time offerings, and/or discounted prices advertised by the Contractor in the local market area, shall generally also be offered by the Contractor in performance of this Contract. Notwithstanding the foregoing, MR and MCCS acknowledge that the Contractor may be prohibited from mandating participation by its Franchisees in certain national or regional promotions, limited time offerors, and/or discounted pricing. In such case, the Contractor shall make a good faith effort to encourage Franchisee participation in such national or regional promotions, limited time offerings, and/or advertised discounted pricing. e. Price Audits. The HQ and local CORs will randomly check prices, and will notify the Contractor or the Contractor’s onsite manager of any deficiencies. Contractor shall correct such noted pricing deficiencies within twenty four (24) hours of notification. B.5 FEE SCHEDULE (REV GEN) (ACNB 0005-B DEC 2015) a. For the right to offer the services on USMC installations, the Contractor shall pay MCCS a commission fee. Such commission fee will be a percentage of Contractor’s total adjusted gross sales. b. Contractor’s commission fee to be paid to MCCS, per the terms in Section F, is as follows:

(1) Services: Fee - ______________________ Percent ________ % (2) Products: Fee - ______________________ Percent ________ %

“Total adjusted Gross Sales” are defined to be gross sales minus (i) credits and refunds provided to customers, and (ii) all applicable taxes; provided however, the following items will not be included in “gross sales” (x) the sale (but not the redemption) of gift cards, (y) service fees or rental fees charged by Contractor to its Franchisee, and (z) proceeds from the sale of capital assets or expendables. Further, where coupons, two for ones, or other discount promotions are used, only the actual sales price paid to Contractor or its Franchisee will be used to calculate total adjusted gross sales. B.6 Commissions shall remain fixed for the period of this Contract and for the period of any Contract renewal executed unless modified in writing by the Contracting Officer.

B.7 MCCS reserves the right to not consider proposals with less than a ten percent (10%) commission offering on services. B.8 SALES AND OPERATION DATA – CONCESSION (ACNA 0022 JAN 2015) a. All available sales data for each initially participating Concession Site is listed in Section J. Sales data for additional sites will be provided, as requested by Contractor, with modifications.

b. MCCS makes no representation or warranty the Contractor will experience any level of sales. The Contractor may experience significantly higher or lower sales due to influx, deployment, transfer, and/or attrition of military personnel, market/industry anomalies, season variations, demographic fluctuations, weather, consumer preferences, and other factors beyond the control of MCCS and contractor performance.

c. MCCS and the Government will not be liable for any costs that the Contractor will incur by entering into this contract or by fulfilling the obligations of this contract.

H0119-H-0003 of 136

B.9 CONTRACTOR INFORMATION (ACNB 0018) Enter Company Name, address, DUNS number or Fed tax number, point of contact(s), phone and fax numbers and email below: Company Name: Address: DUNS No. _________________ EIN No. ____________________ Point of Contact (Name and Title): Name: Title: Phone: Email: Fax: B.10 PERSONS AUTHORIZED TO CONDUCT NEGOTIATIONS The names, titles, phone and email of persons authorized to conduct negotiations on their behalf: Name: Title: Phone: Email:

B.11 CONTENTS (ACNA 0021 - OCT 2014). This contract consists of the clauses herein and the following listed in the order of precedence:

a. The Schedule (Section A, Solicitation, Offer and Award Form) through Section I, General Provisions. b. Attachments and Documents (Section J). c. Written amendment/modifications signed by the contracting officer

In the event of a conflict among contract documents, the order of precedence shall control.

H0119-H-0003 of 136

C. SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT C.1 GENERAL – CONCESSION (ACNC 0550 SEP 2015) a. Contractor shall, at his own expense, assume the cost to: construct or remodel/renovate as required herein, make modifications and site improvements; provide and install all necessary equipment, manage, operate and service the concession per the terms of this contract. Barbershops covered by this contract are to be operated by Contractor using the procedures, trade names, trademarks, and signage associated with brand standards, as applicable, and as may be modified or updated from time to time by the Contractor. b. Contractor is responsible for all the costs involved with operation of the concessions and, except as may be otherwise provided in this contract, the Contractor shall provide all supplies and perform all sales, services and other necessary functions with its own personnel, equipment, and supplies consistent with Contractor’s brand standards, best in class industry standard practices and the specifications of this contract. These standards shall include design, decor, equipment, service technique, and operating procedures that are consistent with Contractor’s brand standards. Contractor’s properly trained personnel shall perform all services in a good, workmanlike manner to include service technique and operating procedures that are essential to the success of the operation. Contractor shall provide consistent high quality products and services, using its’ own/franchise formulas, equipment and processes. c. Concessions covered by this contract are to be operated by Contractor (“Franchisor”) or a “Franchisee” of Contractor’s wholly-owned subsidiary, as a subcontractor, using the procedures, trade names, trademarks, and signage associated with brand standards, as applicable, and as may be modified or updated from time to time by the Contractor. d. MR/MCCS makes no warranty, express, or implied, of the actual sales to be realized from this contract. Contractor is strongly encouraged to conduct its own surveys and site investigations to determine the viability of any prospective concession operations. C.2 All vehicles shall be serviced by the Contractor on a first come, first served basis, except as modified by a scheduling/appointment system that ensures fair and equitable treatment of all customers. Offeror will submit a proposed customer scheduling system as attachment J-4 for review, approval, and incorporation into this contract. Should the Contractor desire to change the system during the life of the contract, a complete package will be submitted, including appropriate documentation to clarify the request to the Contracting Officer after HQ COR approval and concurrence, for review and contract modification.

a. Vehicles to be serviced shall be protected with vehicle care supplies, such as paper floor mats, plastic seat covers, steering wheel covers, etc., as appropriate, before work is executed.

b. Contractor shall procure and use its own supplies. c. At a minimum, the Contractor shall offer and provide the following services:

(1) Oil change and including oil filter replacement (2) Lubricate chassis (3) Check air filter (4) Check/fill all fluid levels, including transmission, differential, brake, power steering, (5) Battery, radiator and washer fluids

H0119-H-0003 of 136

(6) Battery terminal cleaning (7) Windshield wiper blade(s) check (8) Tire Check - Proper pressure inflation (9) Visually inspection of exhaust system, transmission and all hoses and belts

(10) Transmission, differential fluid change and radiator flush (11) Auto detailing (optional)

d. The above list is an initial point set by MCCS and NOT all-inclusive. Offeror should provide an extended and detailed services price list based on their corporate experience and expertise for inclusion at attachment J-3.

C.3 GUARANTEE/WARRANTY POLICY

a. The Offeror will provide a warranty of automotive service work performed for a minimum period of ninety (90) days or 3,000 miles, whichever occurs first. Offeror may opt to provide additional warranty to reflect increased customer service and satisfaction levels.

b. The Contractor is liable for any vehicle damage that occurs to vehicles while under its control, including

any costs or expenses that arise due to negligence or carelessness of the Contractor's employees in performing the vehicle repair services under this contract. The Contractor shall report all customer complaints/claims immediately upon their occurrence to the local COR and shall maintain continual communication until complaints or issues are resolved satisfactorily.

C.4 WORK ORDERS

a. The Contractor or his/her representative shall prepare all customer work orders, separately listing all parts and services to be provided, on a Contractor provided, serialized form, approved by MCCS. Work orders shall be signed by customers to indicate their authorization for the work to be done and, upon work completion, the following additional information is to be annotated on work orders:

(1) The exact work completed, and the number of hours to complete the work. (2) The name of the employee(s) who completed the work. (3) The retail price, itemized for each part and associated labor, for work performed

b. Order receipt records shall be a minimum of three (3) copies and shall be distributed as follows:

(1) One copy to the customer placing the order. (2) One copy to MCCS. (3) One copy for the Contractor's records.

c. Failure of the Contractor to properly document work performed or to obtain the customer's

authorization to perform the work, may result in the Contractor bearing the expense of such work without reimbursement, including costs for labor and parts. C.5 MERCHANDISE

H0119-H-0003 of 136

The contractor will attractively display and sell items of contractor-owned merchandise. Items selected for stock and sale will require prior review by the HQ and local COR.

a. Articles for sale will be individually, clearly and uniformly labeled utilizing printed labeling devices or printed stickers. Hand written prices or signage is not allowed. Sell prices must reflect visible customer savings of at least ten percent (10%) in comparison to established community retail prices. Merchandise may be sold at a lesser price to clear obsolete or excess merchandise, to meet the competition of the local civilian economy, or to provide special promotional events. Supplier invoices and manufacturer's retail price data for Contractor-owned items will be available on the premises of the contractor activity at all times for inspection by the contracting officer or COR.

b. Contractor must offer a minimum of one (1) nationally recognized brand name. The brand name selected must be carried in other similar commercial shops or listed on multiple reputable sources as a top 10 product line for the United States.

c. Contractor-owned merchandise pricing will be provided to the HQ COR and Contracting Officer a minimum of annually from contract anniversary date for review of price reasonableness and customer savings. Contractor will provide sufficient evidence in the form of contractor's invoices from the supplier and a detailed worksheet of cost, retail price, margin, etc. of each item.

d. Contractor will ensure customer savings of at least 10 percent in comparison to established community retail prices.

e. Prices of contractor-owned merchandise may be changed whenever there is a change in contractors invoice cost, and such changes will be effective upon receipt of the first delivery of replenishment merchandise at contractor's new invoice cost. Contractor will submit copies of invoices with annual price audit to HQ COR and thus no formal modification to product and price list is required on merchandise.

C.6 HOURS OF OPERATION (ACNC 0010 SEP 2015) a. The Contractor shall staff the location(s) during the hours of operation. Contractor to complete J-6 by each Base and Facility/Site. It is imperative for the Contractor to identify the actual business flow of each installation and determine the hours accordingly. (1) Operate five to seven days per week depending on location. (2) Contractors’ days and hours of operations are as follows (Contractor to complete for each location and submit as Attachment J-5):

Sunday: _____ a.m. – ____ p.m. Monday: _____ a.m. – ____ p.m. Tuesday: _____ a.m. – ____ p.m. Wednesday: _____ a.m. – ____ p.m. Thursday: _____ a.m. – _____p.m. Friday: _____ a.m. – _____p.m. Saturday: _____ a.m. – _____p.m. Sunday: _____ a.m. – _____p.m. Holidays: _____ a.m. – _____p.m.

Holiday closures: Weekly Closures: b. The Contracting Officer reserves the right to adjust the days and hours of operation as deemed appropriate for efficient service to the Marine Corps. c. Contractor agrees to extend operating days/hours for a short and specific period of time, upon request of the local COR, by written letter, at such time a significant influx of customers and demand for service warrant

H0119-H-0003 of 136

such extended hours. If permanent changes in hours are required, the Contractor should submit a written request accompanied by justification to the Contracting Officer with local and HQ COR approval and concurrence for review and contract modification. d. Each facility will be open for business at least fifteen (15) minutes before the posted opening, and will remain open at least (15) minutes past the posted closing, as in the following example:

POSTED Hours of Operation: 1000 - 1600 ACTUAL Hours of Operation: 0945 - 1615

The term “open for business” means ready to serve the customer. Activities such as preparing cash registers and sales forms will be completed prior to opening. Facilities will be open for business at all times during scheduled operating hours. Hours of operation will generally conform to those located within or nearby Marine Corps Exchange (MCX) retail activities. Hours or days of operation may be temporarily changed by two weeks written notice from the local COR for special occasions or circumstances. If the MCX activity is open on a holiday, the concession may also be requested to be open during the holiday hours. If the nearby MCX activity is closed on a holiday, the concession may also choose to remain closed. Hours of operation for facilities are fixed and may only be changed by written modification to the contract. e. Opening Late: Should the Contractor/Contractor’s employee’s open a facility late (late defined as not fifteen minutes prior to opening time up to fifteen minutes past the opening time posted), the Contractor will be charged a penalty fee of Fifty Dollars ($50.00) per occurrence. Should the Contractor/Contractor’s employee’s open a facility excessively late (excessively late defined as fifteen minutes past the posted opening time and beyond), the Contractor will be charged a penalty fee of Three Hundred Dollars ($300.00) per half hour per occurrence. Penalties will be itemized on the monthly statement, billed and included with the monthly fees and remitted per Section F. Three or more occurrences in a calendar year may result in full or partial termination of the contract for default. f. Closing Early: Should the Contractor/Contractor’s employee’s close a facility early without written permission from the COR (early defined as not fifteen minutes after the posted closing time), the Contractor will be charged a penalty fee of Fifty Dollars ($50.00) per occurrence. Should the Contractor/Contractor’s employee’s close a facility excessively early (excessively early defined as more than fifteen minutes prior to the posted closing time), the Contractor will be charged a penalty fee of Three Hundred Dollars ($300.00) per half hour per occurrence. Penalties will be itemized on the monthly statement, billed and included with the monthly fees and remitted per Section F. Three or more occurrences in a calendar year may result in full or partial termination for default. C.7 RESTRICTED USE Contractor shall not use the Marine Corps Installation premises, facilities, properties, or utilities to generate business for, or divert sales to, off-base Contractor-operated establishments.

C.8 SANITATION AND HYGIENE – CONCESSION (ACNC 0551-A DEC 2015) Contractor personnel are prohibited from smoking, eating and drinking in the work areas. Eating and drinking will be confined to designated employee break areas only. The Contractor personnel must adhere to the current Installation Smoking Policies which identifies the designated smoking areas. The Contractor employees must also adhere to SECNAV INSTRUCTION 5100.13E, NAVY AND MARINE CORPS TOBACCO POLICY, specifically section 6.3.(6), which requires that “the distance from building entry/egress which tobacco users must maintain

H0119-H-0003 of 136

must be at least 50 feet from any building entrance”. The local COR will provide the Contractor with the current Smoking Policies and any updates as they are issued. C.9 FACILITIES/LOCATION (ACNC 0502 SEP 2015)

a. The sites and locations for the concessions are as identified in Section J.2, or included by written modification. If applicable, and as set forth in the contract modification, the Contractor shall be required to build-out or renovate assigned concession spaces covered under this contract. Contractor shall design and renovate the facility consistent with Contractor’s brand standards, unless otherwise agreed. All costs of design and renovation/construction shall be borne by the Contractor. Unless otherwise specified, spaces to be renovated are provided “as is” and any needed improvements or renovations to designated spaces will be at the Contractor’s expense. This contract does not create a right of first refusal and does not require, guarantee, or imply the addition of any Sites to this contract. If additional Sites are added by mutual agreement, a formal written modification will be prepared by an authorized MR/MCCS contracting officer for signature by both Contractor and the MR/MCCS contracting officer. b. For each initial site included with this contract, and for new sites identified by MR/MCCS for development, Contractor may be asked, but is not required, to conduct a site visit. The MR/MCCS will notify and provide the Contractor with the potential site for development, facility, or location. The MR/MCCS request may require the Contractor to contact a MR/MCCS designee within seven (7) days to schedule a meeting at the site to review site specific requirements, provided Contractor is interested in developing the new site. If, after the site visit, the Contractor agrees to develop and operate the site, the Contractor shall, within thirty (30) days of the site visit, submit to the Contracting Officer the following information:

(1) Site acceptance letter (2) Timeline with milestones (3) Anticipated opening date

C.10 CONSTRUCTION REQUIREMENTS (ACNC 0305 - DEC 2014) The Contractor shall be responsible as follows:

a. Prompt repair/replace any damage to structures, elements, utilities, finishes, etc., occurring due to construction.

b. Materials used must meet fire protection requirements for noncombustible construction and satisfy

local, military, and governmental codes and industrial standards and regulations. c. Securing and roping off the site, including the lay-down area, if required. d. Obtain all utility location markings and permits as required. e. Upon completion, repair the site to include fill in, grade, or reseed any ruts or bare spots created by the

Contractor’s machinery or vehicles. f. Work shall conform to the current regulations of the Environmental Protection Agency (EPA), and the

Occupational Safety and Health Administration (OSHA). The Contractor shall comply with all safety requirements for the work area to include, but not limited to, hard hat, protective eye wear, and reflective vest as well as other safety equipment as may be required by the various bases not included here. A Safety Plan will be drafted in accordance with OSHA and the United States Army Corp of Engineers (USACE) EM 385-1-1, Safety and Health Requirements Manual, 2014, including all interim changes (changes made between publications) and publications of new editions to this manual for each Base and provided to the HQ and Local COR’s during

H0119-H-0003 of 136

any site approval phase and PRIOR to any installation or construction. The safety plan will be updated accordingly for any additional installations or construction that occurs on that base and resubmitted PRIOR to approval of work. Safety plan is hereby attached at Attachment J-20.

g. Life Safety & Fire Protection. Tenant improvements affecting an existing, or installation of a new fire

alarm/fire protection system will require a licensed Fire Protection Engineer set of plans, signed and stamped, for this work. This design will need to be submitted, reviewed and approved by the Authority Having Jurisdiction (AHJ) during the design review and approval phrases. No construction work on these systems will be allowed to commence without authorization of the AHJ.

h. Environmental requirements/regulations shall be applicable to work performed, and may vary by

location. Facility improvements may in some circumstances require preparation, filing, and approval of an Environmental Impact Statement (EIS). The contractor shall perform the EIS, unless this has already been performed by the MCCS or the installation within sufficiently recent timeframes to comply with statute.

i. MCCS agrees that the contractor is not responsible for any pre-existing environmental conditions that

may exist at the concession site if identified at initial site visits PRIOR to Contractor occupancy. MCCS agrees that the contractor is not responsible for any remediation costs that may need to be incurred as a result of those environmental conditions that predate the occupancy of the contractor’s operation of a concession at the site. Any remediation efforts to be done at the concession site shall be conducted so as not to disturb the operation of the concession site to the maximum extent practicable.

j. The Contractor shall submit the following data within thirty (30) days after contract award, for review and

approval of the HQ COR, the appropriate local COR, and MR/MCCS Contracting Officer and the Installation’s facilities public works division:

(1) Conceptual renovation/construction plans including specifications, Architecture & Engineering (A&E) drawings, and renderings. (2) Schedule for renovation/construction completion (timeline) (3) Cost of design (excluding in-house overhead costs). (4) Detailed estimate of the renovation/construction, equipment, and other costs. (5) Required documents and necessary permits.

k. Notice to Proceed with Plans. As applicable to construction or renovations to be performed, and upon approval of the Contractor’s proposed conceptual drawings, the Contracting Officer will provide a Notice to Proceed with Development of Final Construction Plans to the Contractor. The Contractor shall have sixty (60) days to prepare and submit proposed Final Construction Plans.

l. Notice to Proceed with Construction. Upon MR/MCCS acceptance/approval of the Contractor’s proposed

Final Construction Plans, the contracting officer will issue a Notice to Proceed with Construction to the Contractor, and the Contractor shall immediately commence construction and shall have no more than ninety (90) days to open for business.

H0119-H-0003 of 136

m. As Built Plans. Within ninety (90) days of completion of construction/renovations, Contractor shall provide MR/MCCS with final “as built” plans or record drawings showing the original plans that have been updated with any changes occurring during construction (two readable hard copies and one usable, readable, “soft”, electronic copy, in AUTOCAD). Contractor shall also submit an itemization of its cost to design, construct, and open the facility, including: (1) Cost of design (2) Cost of equipment, furniture, fixtures, signage (3) Cost of renovations, and (4) Other Costs (specify).

n. During any remodel or construction, Contractor shall provide, at his own expense, an Architectural Engineer and a General Contractor as applicable. All structural remodeling and modifications to buildings including but not limited to electrical and communication, shall be supervised and inspected by a Contractor-employed qualified inspector (OSHA Quality Control) who will certify that all construction and infrastructure installation meets plans and specifications. Plans and specifications must comply with the following codes (as applicable):

(1) The Whole Building Design Guide (WBDG) (2) The Unified Facilities Criteria (UFC) (3) National Fire Protection Association (NFPA) (4) American National Standards Institute (ANSI) (5) National Electrical Manufacturers Association (NEMA) (6) American Society for Testing Materials (ASTM) (7) Institute of Electrical and Electronics Engineers (IEEE) (8) National Electrical Code (NEC) (9) Uniform Building Code (UBC) (10) Uniform Mechanical Code (UMC) (11) American Society for Testing Materials (ASTM) (12) Manufacturer’s instruction manuals and test recommendations for the particular equipment (13) OSHA STANDARDS (14) EM 385 1-1 Published 2014 and all subsequent updates during contract period of performance. (15) State and Local Codes and Ordinances (16) All Department of Navy, Marine Corps and/or Station mandated regulations applicable (17) Installation Design Guidelines (18) Base Exterior Architectural Plan

o. Materials and performance of all work shall be subject to the direction and approval of the Installation’s

Facilities Management Division. p. Since concession spaces age and become worn over time, facility renovations and upgrades are

necessary at a minimum of every seven (7) years. Contractor shall submit plans for proposed facility upgrades and renovations to the local COR, HQ COR and Contracting Officer at least ninety (90) days prior to the required date from the anniversary of the previous improvements. Renovation plans must provide projected costs (to be borne by the Contractor) and a time table establishing the specific dates the proposed renovation will be accomplished. Upon review and approval of renovation plans, the contracting officer will issue a notice to proceed.

H0119-H-0003 of 136

q. Upon completion of any improvements or alterations, they shall be inspected by the Local COR, installation designated engineering and safety officers, and if appropriate, approved by the Contracting Officer.

r. Decor and brand standards will be maintained in accordance with the Brand Schedule or not less than every seven (7) years in conjunction with the facility remodel. C.11 FAILURE TO COMPLETE RENOVATIONS OR OPEN FACILITY(IES) ON TIME (ACNC 0556 SEP 2015) If Contractor fails to complete renovations and/or open the facility(ies) per the Contract, except when such failure is caused by the Government or by an event out of Contractor’s reasonable control, including, without limitation, an Act of God such as a severe weather or catastrophe, act of terrorism, materials or labor shortage, in which case, a reasonable adjustment shall be made to the required opening date, the Contractor shall be responsible for payment of two hundred fifty and 00/100 dollars ($250.00) per day, or part thereof, beginning on the date the facility was due to be opened. C.12 IMPLEMENTATION / INSTALLATION (ACNC 0002). Upon notification of contract award, the Contractor shall commence performance of all work necessary for implementation and startup of services. Contractor implementation will begin and continue in accordance with the negotiated and approved timeline. The Contractor shall develop a customized implementation/ installation schedule in cooperation with the HQ COR to accomplish the implementation process, which shall include, but is not limited to, all testing. All schedules including deviations will be provided to and approved by the Contracting Officer and HQ COR. Contractor’s proposed timeline is attached at Attachment J-9 however the finalized plan and schedule will be submitted and administratively incorporated into the contract within twenty (20) business days post contract award. C.13 EXECUTION.

a. The Contractor shall implement all necessary work control procedures to manage the delivery of services to MR as scheduled.

(1) Contractor is to provide a complete implementation plan (NLT) twenty (20) days from final contract

signing. This implementation plan will be a fluid, living document which projects the site visits of the Bases to include an estimated start and end date of each base, the various approvals and submissions and the completed project.

(2) Contractor will provide the Contracting Officer and HQ COR weekly and monthly progress updates and any other relevant information on this document.

(3) A finalized subcontractor plan if applicable, ( A subsection to Attachment J-7) must be finalized (NLT) twenty (20) business days from contract award. Any change in subcontractors is to be provided to the Contracting Officer and HQ COR within five days of a change.

b. Contractor is to provide a “working” plan of action and milestones (POA&M) within two (2) calendar weeks of on-site surveys to the HQ COR and appropriate local COR detailing the strategy for the facility turnovers at the locations identified in Attachment J-2. The survey will include but is not limited to contractual turnover, equipment installations, and marketing and go live.

c. Any potential delays to an approved timeline must be documented and reported in the In-Progress Report, Implementation Plan update and POA&M that are submitted weekly. Any additional time approved must be reflected with the old in a new timeline with the appropriate comments. All installation plans, to include additions and changes, must be approved by MR/MCCS HQ and the HQMC I&L prior to any work commencement.

H0119-H-0003 of 136

C.14 SCOPE OF WORK VARIATIONS/ADDITIONS.

a. Variations or additions in the products and/or services will be executed by mutually negotiated modification(s). Any sites requested by others to be assessed and quoted must be coordinated through the HQ COR PRIOR to conducting a site visit. Site visits are to be scheduled with the HQ COR’s PRIOR to Contractor’s written proposal submission. Contractor will provide a written proposal only upon receiving a written request from the Contracting Officer with the scope and detailed business plan.

b. MR/MCCS via the COR’s, will have ten (10) days from Contractor’s submission to provide a written response of concur/non-concur of the proposal.

C.15 QUALITY CONTROL. The Contractor shall provide the final Quality Control Plan (QCP) to be included as Attachment J-14 within thirty (30) days of the Contract signing. The QCP will describe the systematic methods used to monitor performance, identify the required documentation and the resources to be employed. The QCP provides a means for evaluating whether the performance standards/ quality levels meet those identified in the contract. The QCP defines the roles and responsibilities of all members of the project team, identifies the performance objectives, and defines the methodologies used to monitor, evaluate, and correct performance. The QCP also includes the quality assurance documentation requirements, and describes the analysis of quality assurance monitoring results. C.16 KICK-OFF MEETING

The Contractor shall coordinate an entrance Kick-Off meeting not later than five (5) business days after contract award or as otherwise required by the COR. COR may determine that meeting can be held virtually. Price for the entrance briefing is inclusive in the contract award and shall not be separately reimbursed to the Contractor.

C.17 EQUIPMENT FURNITURE AND FIXTURES (ACNC 0552 SEP 2015) a. Except as otherwise provided by MR or MCCS, the Contractor shall provide, install, and maintain any

equipment, furniture, and fixtures necessary to provide the services consistent with the brand standards required by this contract. Contractor will identify its major equipment components for the facilities at Attachment J-10.

b. All Contractor-supplied equipment shall be National Sanitation Foundation (“NSF”) and Underwriter Laboratories (“UL”) approved, shall comply with the performance standards, and be compatible with that equipment normally provided in the Contractor’s similar commercial operations. The Contractor shall not install equipment that exceeds twelve (12) months of age.

c. At the time of expiration or termination of this contract, the Contractor shall promptly remove all of its

removable property, fixtures, machinery, equipment, signs and all property or equipment (removable or not) that is trademarked or proprietary to Contractor (collectively, “Contractor Property”), at its own expense. Removable or severable equipment is defined as that which can be removed without causing material damage to the space or facility. Contractor shall exercise due care in removing its property to prevent any damage to Government property. Government property damaged by the Contractor while removing Contractor Property shall be repaired or replaced at Contractor expense. Any buildings or structural improvements left on a Site by Contractor at the expiration or termination of this Contract are “as is, where is” without warranty; provided however, MR/MCCS may require Contractor to raze any such buildings or structural improvements required to be left on a Site under this Contract by notifying Contractor not less than ninety (90) days prior to the end of the contract term. If the Contractor fails to remove its property and equipment within fifteen (15) days after the expiration or termination of this contract, the MR or MCCS may use or dispose of such property and equipment, including removal and storage of said property, and charge the Contractor for any expenses incurred for

H0119-H-0003 of 136

removal and storage; provided however, MR or MCCS may not dispose of any trademarked or proprietary equipment of Contractor in less than ninety (90) days. C.18 TITLE TO IMPROVEMENTS AND EQUIPMENT (ACNC 0553 SEP 2015) a. At all times relevant to this contract, title to all buildings and structural improvements shall vest with the Government. At no time shall Contractor have title in the real estate or enjoy any leasehold tenancy or other property interest in the real estate or the building and improvements thereon. Title to permanent or structural modification including Heating Ventilation and Air Conditioning (“HVAC”) equipment, resulting from Contractor’s work, upon completion and acceptance by the Government, shall also vest in the Government. b. At all times relevant to this Contract, title to and ownership of all Contractor Property shall remain with Contractor and such Contractor Property will not become the property of the Government or a part of the realty no matter how affixed to the Site and Contractor may remove same, at its sole discretion, at any time and from time to time during the term of the contract or within fifteen (15) days after the termination of expiration of the contract. A listing of Contractor property shall be established and agreed upon by the Contracting Officer’s Representative’s and Contractor, and such equipment list will be incorporated into the contract by memorandum. c. At no time will the Contractor sublease any portion of the facility or premises without written authorization from the Contracting Officer.

H0119-H-0003 of 136

D. SECTION D: PACKAGING AND MARKING D.1 ACTIVITY (ACND 0001 SEP 2015) a. MCCS grants the Contractor the right to operate the concession identified in this contract aboard the participating locations identified in Section J, or modification. The assignment of space(s) is a revocable license. Nothing in this agreement creates a tenancy, leasehold, or other interest on the part of the Contractor in any premises or real estate owned by or under the jurisdiction of the U.S. Government, the Department of Defense, the Department of the Navy, or any subdivision or instrumentality thereof. b. Except as otherwise specifically stated throughout this contract, when contract ends, whether by termination, revocation, or upon expiration, title to buildings, improvements, property and materials shall automatically vest in the government; however, the Contractor shall remove any Contractor-owned equipment and materials. Where the Contracting Officer so directs, Contractor shall restore the premises to its original condition and shall be at no cost to the government. c. MCCS makes no warranty or representation, express or implied, that products or services are free of competition on the military installation. MCCS will not be liable for any income losses of the Contractor attributed to competition. d. If premises furnished by or through MCCS are destroyed either in whole or in substantial part, so as to significantly hinder or prevent normal operations by Contractor, by acts of God (such as, but not limited to, fire, flood, hurricane, and unusually severe weather conditions or unusual occurrence, MCCS and the government will not be responsible to Contractor for lost income, sales, or lost profits, damage to Contractor property, employees’ salaries, or any consequential costs incurred. MCCS shall however make every reasonable effort to repair/restore the premises or relocate Contractor, if practical. Contractor should consider obtaining business insurance to cover risks to its property and operation service. e. During the contract period, the Contracting Officer may require the Contractor to relocate the operation at Contractor’s expense to better meet MCCS or those needs of the installation, as determined by the Contracting Officer. Contractor will be given advance notice as available. MCCS will pay for moving and installing MCCS furnished equipment and fixtures (if feasible and cost effective) and hooking up of utility lines. MCCS and the government will not be liable for Contractor’s lost income, profit and/or salaries associated with relocating. D.2 FACILITIES AND MAINTENANCE – CONCESSION (ACND 0002-B DEC 2015)

a. Contractor Maintenance Responsibilities. Contractor is responsible to accomplish ordinary running repairs needed from time-to-time, ensuring that building systems, decor, fixtures, equipment, etc., are working, clean and otherwise reflect a professional operation.

(1) The Contractor shall keep the premises and the surrounding areas of the facilities clean and orderly

and shall perform regular housekeeping of the same to the satisfaction of MCCS at its own expense. The Contractor shall maintain the space, building, and premises in good condition and undertake reasonable actions as necessary to maintain an acceptable image. Premises include the assigned spaces and any applicable parking areas and other grounds immediately surrounding it. The Contractor shall conduct daily janitorial service keeping windows, floors, counters, toilets and all other spaces under its cognizance, both interior and exterior, in a clean sanitary and safe condition at all times.

H0119-H-0003 of 136

(2) Trash must be disposed of on a regularly scheduled basis. Trash, oil, or chemical spills generated by the Contractor, to include those that encroach beyond the Contractor’s immediate areas of responsibility, will be the Contractor’s responsibility to abate according to industry standards. MCCS and Environmental Agencies will conduct periodic inspections of the facility to ensure compliance with State, Federal, and Installation Environmental Policies. The Contractor shall employ Best Management Practices to satisfy all Government Agency Environmental Requirements. All facilities, including Contractor’s property, will be subject to inspection by the Installation Safety Officer and the Installation Fire Marshal for fire and safety hazards. The Contractor shall comply with Installation Fire and Safety Regulations. The Installation Sanitation Officer and/or authorized personnel of the MCCS Services Department will conduct periodic inspections of the facility for compliance with the Installation Sanitation Regulations. The Contractor shall comply with all MCCS Orders and Installation Regulations regarding Sanitation.

(3) Contractor will be responsible for all required maintenance, in the operation of the facilities, including

the built-in equipment, furnishings, doors, etc., for the duration of the contract. All costs incurred in remodeling and equipping the facility will be the responsibility of the Contractor. All maintenance shall be performed by and at the expense of the Contractor. The Contractor will reimburse billing for maintenance to facilities occupied by the Contractor that is paid by MCCS to MCCS within ten (10) days after issue of the billing.

(4) Contractor will not make modifications to or alter the facility’s structural, electrical, and/or mechanical

integrity without first receiving written approval from the Contracting Officer. Improvements which alter and/or enhance the appearance of the facility (i.e., painting, carpeting, graphics, landscaping, etc.) must also receive written approval by the Contracting Officer. All costs to make Contractor-requested modifications or improvements to a site location to accommodate Contractor’s operation shall be at the Contractor’s expense, unless otherwise agreed upon in writing and in advance by the Contracting Officer. Plans for improvements to be made are to be submitted to the Contracting Officer for approval. All materials and workmanship is subject to acceptance and inspection by MCCS and Installation Facilities Management authority.

(5) Neither MCCS nor the government will assume any liability for Contractor’s costs or losses resulting

from modifications, improvements, repairs, or maintenance to the facility.

b. Contractor will promptly report failures or unsafe conditions to the Contracting Officer as it pertains to the facility in which the Contractor’s equipment is located, and as it may affect Contractor’s equipment.

c. MCCS may inspect the Contractor operation at any time. The Contracting Officer or the COR’s will advise

the contractor of the results of such inspections. The Contractor shall take timely and appropriate action to resolve any noted deficiencies or problems.

d. Loss, damage or destruction to MCCS or government facilities brought about by acts or omissions of

Contractor, his employees or agents are the responsibility of the Contractor who shall assume all costs associated with such.

e. MCCS shall notify Contractor, to the extent possible, of any scheduled or unscheduled maintenance,

repairs, and improvements to be performed by MCCS or Installation Facilities Management, which may impact Contractor’s operation. MCCS and the government will not be responsible to Contractor for any interruption in Contractor’s operation, lost income, sales, or lost profits, to include employee salaries, or any other costs incurred.

H0119-H-0003 of 136

f. The premises will be inspected regularly by the COR’s, and the Contractor will be advised of the results of such inspections. The Contractor shall take timely and appropriate action to resolve any noted deficiencies or problems.

g. For the purposes of safety, security, and unforeseen emergencies, MCCS shall be given an access key to

Contractor’s premises for retention in the MCCS Master Key File. The Contracting Officer shall only make entrance to Contractor’s facility during not-operational hours in the presence of Contractor’s management or representative. If Contractor is unable to respond in a timely manner, the Contracting Officer retains the right to make entrance to Contractor’s facility without the presence of Contractor’s management or representative. Should this occur, the Contracting Officer will, not later than the next business day, notify Contractor that such access was made, the purpose for the access, and the nature of the emergency. D.3 MCCS COMMON AREA MAINTENANCE (ACND 0018 SEP 2015) MCCS will provide common area maintenance (CAM), the CAM generally includes the following, unless otherwise specified:

a. Periodic cleaning the air conditioning ducts; b. Exterior areas to include lighting fixtures, MCCS/Installation owned outdoor furniture and customer

trash receptacles; c. MCCS landscaped areas including planters, hedges, foliage, shrubs and trees; d. Other areas not assigned to the Contractor.

D.4 PROPERTY AND MAINTENANCE – CONCESSION (ACND 0003-A DEC 2015) For the purpose of this contract, the term “property” unless otherwise stated, shall include equipment, vehicles, appliances, fixtures, furniture, machines, and other such items affixed or unaffixed to the building. All Contractor-furnished property is subject to approval of the Contracting Officer. All electrical equipment will carry the Underwriter’s Laboratories (UL) Seal of Approval. Unless otherwise designated in Section J, modification, MCCS will provide the operational space to the Contractor that is empty and without trade fixtures or furniture. a. Contractor shall operate this operation utilizing its own property to fulfill the obligations of this contract. Contractor will identify b. Contractor will be responsible for all repair and replacement costs of Contractor-owned property resulting from theft, break-in, and vandalism. When damage or theft is realized, Contractor should immediately notify the Contracting Officer and the Installation Provost Marshal. Contractor may, when practical, file a claim for damages against the responsible party (ies). Submission of the claim should be made to the Contracting Officer. Payment of the claim by the responsible party (ies) is not guaranteed. Contractor should consider obtaining business insurance to cover risks associated. c. Loss, destruction, or damage to MCCS and government-owned or Contractor-owned property brought about by acts or omissions of Contractor, his employees or agents are the responsibility of the Contractor; therefore, Contractor shall assume all associated repair and replacement costs.

H0119-H-0003 of 136

d. All repairs and/or replacement of MCCS and government-owned property shall be paid by the Contractor and deemed an operating expense of the Contractor and at the expiration of this contract shall remain the sole property of MCCS. e. Contractor shall, at his own expense, ensure regularly scheduled preventive maintenance and repair is being performed on the property. Preventive Maintenance records shall be maintained and turned over to MCCS upon the local COR’s request. f. Final accounting and return of Government property. Upon contract expiration or termination, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property. g. Vehicles. Contractor’s vehicles shall meet and comply with applicable vehicle safety, licensing, insurance and health requirements as required by federal, state, local and Installation Regulations. D.5 GOVERNMENT FURNISHED PROPERTY OR SUPPORT a. The Government has no obligation to provide any property or support other than that specified in this contract. Any government equipment made available to the Contractor for optional use provided in local facilities will be identified in a local memorandum, inventoried and agreed upon between the local COR and the Contractor. No warranties are expressed or implied as to the suitability of either the Government facilities or any existing equipment. b. Final accounting and return of Government property. Upon contract expiration or termination, or at such earlier dates as may be fixed by the local COR, the Contractor shall submit, in a form acceptable to the local COR, inventory schedules and maintenance records covering all items of Government property. D.6 GOVERNMENT PROPERTY OPERATIONS

a. MCCS may furnish the contractor with government furnished property or equipment (GFP/E) for the facilitation of a special circumstance of work to be performed at certain locations and sites. The GFP/E will be identified in the delivery order (DO) Statement of Work. The types of government furnished property if any, will be limited to basic minimal electricity, fiber optic, copper cable, any wired means and/or conduits of communication signal transfer, structures and/or land to support contractor network equipment, or other justified and reasonable accommodations as approved by the Contracting Officer. All government furnished property provided will be specifically outlined in the DO, using maps, diagrams, serial numbering, etc. as necessary to identify the GFP/E and locations.

b. Marine Corps Order 4400.201-V10, dated 13 JUN 2016, Management of Property in the Possession of the

Marine Corps is property in the possession of, or directly acquired by, the Government and loaned or furnished to the contractor (to include subcontractors and alternate locations) for the performance of a contract. Government Inventory will be accounted for by the HQ and Local-COR’s with a Contractor representative on an annual basis. The inventory report will be provided to the Contracting Office email and all appropriate COR’s by email within twenty (20) business days after the end of each annual period. One copy of the MCO is provided via email with the contract, all subsequent versions or publications are the responsibility of the Contractor to obtain.

c. Inventories. Disposals, returns, and the like will be conducted in accordance with MCO 4400.201-V10and

any subsequent policy.

H0119-H-0003 of 136

d. Government Property listed in any DO furnished to the Contractor in an “as-is, where is” condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract. The Contractor shall be afforded the opportunity to inspect the Government property as specified in the solicitation.

e. The Government bears no responsibility for repair or replacement of any lost Government property. If

any or all of the Government property is lost or becomes no longer usable except through fault of the Government and/or MR/MCCS, the Contractor shall be responsible for replacement of the property at Contractor expense. Contractor personnel will maintain records of both scheduled and completed preventive maintenance and corrective maintenance. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance.

H0119-H-0003 of 136

E. SECTION E: INSPECTION AND ACCEPTANCE E.1 INSPECTION AND ACCEPTANCE (ACNE 0001 JAN 2015) a. The Contractor will be responsible for the professional quality, technical accuracy, and the coordination with the Contracting Officer or designee of all services furnished by the Contractor under this contract. The Contractor will, without additional compensation, correct or revise any errors or deficiencies. b. The Contracting Officer or designee may conduct inspections and accompany Contractor personnel as may be considered necessary to insure compliance by the Contractor with all provisions of this contract. c. On-site cash, service, and product verifications may be performed by authorized MCCS personnel at any time without prior notice. Such verifications will be conducted in the immediate presence of Contractor’s management or representative. d. Contractor areas are subject to routine and special inspections without notice and shall meet all Preventative Medicine, Fire, Safety, Environmental, and other inspection requirements. Should such inspections reveal discrepancies, Contractor shall, within five (5) business days, unless instructed sooner, furnish the Contracting Officer with a written response detailing the actions taken, actions to be taken, and/or recommendations to remedy the discrepancies. e. Neither MCCS’ review, approval or acceptance of any of the services required under this contract will be construed to operate as a waiver of any rights under this contract, and the Contractor will be and remain liable to MCCS according to applicable laws for all damages to MCCS caused by the Contractor’s negligent performance or non-performance of any of the services furnished under this contract.

H0119-H-0003 of 136

E.2 SURVEILLANCE (ACNE 0006) a. MCCS may perform surveillance to verify Contractor and Contractor’s employees’ compliance with the

contract terms and to detect theft funds or property. Such surveillance may include the use of electronic equipment. Contractor will inform employees that such surveillance may be conducted and that individuals implicated in criminal activity may be prosecuted in Federal courts.

b. Contractor will establish and execute a Security Program to assure the quality of the customer

experience; discourage fraud, waste, and abuse and ensure all personnel, including those of Contractors, are aware of and involved in protecting United States Government and Marine Corps personnel and property. Contractor will establish a Contractor Loss Prevention/Asset Protection, Surveillance/Security Plan, and Audit Procedures Program. The Security Program will meet any applicable standards as included in the following:

(1) MARINE CORPS PHYSICAL SECURITY- MCO 5531.14A Dated 05 Jun 09; (2) MARINE CORPS COMMUNITY SERVICES ASSET PROTECTION ORDER MCO 4066.18 Dated 16 Sep 14

c. Contractor will provide a sample report of the Contractor’s facility, employee, and audit inspection to be

included at Attachment J-13. Contractor to submit a minimum submission frequency schedule and resolution policy of findings.

d. Contractor will perform surveillance to ensure Contractor’s employees’ are compliance with the contract

terms and to detect any form of fraud, waste, or abuse of to include theft of funds or property. Surveillance will include the use of electronic equipment of all entrances, exits, safes, sales terminals, high risk areas for safety and as determined by the Contractor. The security system will be accessible with 24/7 access and monitoring capability by the local MCCS Loss Prevention/Asset Protection Branch. The current standard in equipment is Tyco. Contractor will inform employees that such surveillance is conducted and that individuals implicated in criminal activity may be prosecuted in Federal courts.

e. Contractor is liable and will pay MCCS for losses under this contract detected by surveillance. In the

event of losses detected by surveillance, the Contractor will be liable for commissions, liquidated damages, and related administrative costs under this contract computed as may be determined by Contracting Officer. E.3 SANITATION AND HEALTH INSPECTIONS – CONCESSIONS (ACNE 0015-A DEC 2015) a. The contracting officer, COR, or installation personnel may conduct scheduled or unannounced inspections at reasonable times during the performance of this contract. b. Sanitary and Safety Practices (1) Contractor shall maintain sanitary conditions in accordance with applicable installation regulations and take prompt correct action when required by the Installation and/or as specified in Installation inspection reports. (2) Contractor employees are subject to their employer’s policies and procedures regarding all health and safety matters. Contractors are required to comply with all applicable OSHA standards, to include but not limited to 1910.1030 – Bloodborne Pathogens. Contractor shall immediately report any accident or incident involving possible exposure to bloodborne pathogens to the MR and MCCS CORs. (3) Contractor shall maintain “Material Safety Data Sheets” (MSDS) on each type of chemical used. This information must be provided, upon request of the COR, Contracting Officer, or installation personnel. Contractor to submit an initial list of items found on the MSDS of existing facilities for Attachment J-21

H0119-H-0003 of 136

F. SECTION F: DELIVERABLES AND PERFORMANCE F.1 PERFORMANCE - CONCESSION (ACNF 0003-B JUL 2018) The measures of success for this contract will be the Contractor’s ability to maintain a high standard of quality, acceptable speed of service, maintain market pricing, comply with cleanliness standards, comply with installation requirements (including security and conduct), and submit concession fees and reports timely. Surveillance conducted by the COR(s) will be used to monitor Contractor performance and will include regular communications with the Contractor or the Contractor’s designated representatives. In-process reviews will be conducted to ensure the Contracting Officer is apprised of the execution of this contract. Refer to the Concession Assessment Form at Section J. F.2 SUBMITTAL / DELIVERY ADDRESS (ACNF 0001 MAR 2014) Headquarters Address: Headquarters, US Marine Corps Business and Support Services Division Business Operations Branch (MRM) OR Procurement Branch (MRB Attn: (Enter the Appropriate) Headquarters Contracting Officer’s Representative Name OR Contracting Officer’s Name 3044 Catlin Avenue Quantico, VA 22134-5099 Reporting will be disseminated to the following email addresses: Distribution List: (1) [email protected] - (Sales Reports/Invoices and Payment Items ONLY) (2) [email protected] - (Sales Reports/Invoices and Payment Items ONLY) (3) [email protected] - (Sales Reports/Invoices and Payment Items ONLY) (4) [email protected] – All Contract (5) Procurement POC(s) Contracting Officer and Contract Specialist(if assigned) (6) Technical POC / HQ COR (7) Local COR

F.3 REPORTING/MEETINGS.

a. The Contractor's representative shall meet at least weekly with the Contracting Officer and the HQ COR during the first months of the contract through complete implementation. Meetings will be held as often as necessary, but at least quarterly, thereafter as determined by the Contracting Officer. A mutual effort will be made in these meetings to resolve all problems identified.

b. Meetings will be held most often by telephone conferences, which will include the Contractor’s report

review and agenda. Meetings can include Web-Ex’s and the like so that travel is not always required. HQ COR will determine the level of importance of the meeting and determine best method.

c. Contractor shall attend at least semi-annual meetings at MR, HQMC Quantico, VA to discuss contract

performance, best practices, improvement opportunities, industry trends and short/long-term plans as required by the HQ COR. MR will initiate the meetings, which shall be held at the mutual convenience of both parties.

mailto:[email protected]



H0119-H-0003 of 136

d. Contractor will be responsible for collecting any and all meeting minutes for all meetings, conference calls, forums, negotiations or other sessions to be submitted to all attending parties, the Contracting Officer, HQ COR, and local COR’s within forty-eight (48) hours of conclusion of all meetings and calls.

F.4 IN-PROGRESS REPORT (IPR). The Contractor shall provide a written In-Progress Report (IPR), Attachment J-23, based on a Contractor-defined and HQ COR approved format during the first week following the first period of performance to the Contracting Officer and the HQ COR. The IPR shall contain programmatic information including the project status, contract cost status, contract risk and risk mitigation, and contract personnel status. At the point of complete implementation, the IPR will be reduced to a quarterly report. The report is to be provided to the Contracting Officer, HQ COR, and local COR’s by noon EST of the first business day of the following week.

F.5 AUTHORIZED PATRONS (ACNF 0005 APR 2012) Authorized patrons are those eligible to participate in MWR programs as listed in MCO P1700.27B which is available at http://www.marines.mil/News/Publications/ELECTRONICLIBRARY.aspx. F.6 CONTRACTOR AND CONTRACTOR PERSONNEL (ACNF 0006 SEP 2016)

a. Contractor, at his own expense, shall provide a sufficient number of trained and qualified employees for the efficient performance of this contract. Contractor shall provide continued training as trends and procedural changes in Contractor’s operation occur.

b. Contractor will ensure both the Local COR and HQ COR are provided an employee roster assigned to the

facility. The roster will be updated no less than quarterly, should minimal changes in personnel occur. All management personnel are considered significant changes and the COR’s should be notified in writing within twenty-four (24) of the change.

c. All Contractor employees used in the performance of this contract who have customer contact must be

able to read, write, and speak English at a fluency level sufficient for efficient performance of the contract. d. If requested by MCCS, the Contractor shall, at his own expense and on the dates and times determined

by MCCS, make its employees available for any applicable training which may be required by Installation and MCCS regulations (not to exceed eight hours per employee per calendar year).

e. Contractor personnel shall give prompt and courteous service to customers, MCCS, and Installation

personnel. f. Contractor personnel shall abide by applicable regulations, and directives, and conduct themselves, so

as not to reflect discredit on MCCS. g. Contractor shall discontinue the use of any employee for performance of this contract upon written

notice from the Contracting Officer that the individual is not (or no longer) acceptable for performance under this contract. Contractor shall not use any such employee in performance of other MCCS contracts without the prior consent of the Contracting Officer.

h. Contractor shall not employ any individual under this contract who has previously been determined unacceptable for performance under any other MCCS contract or has been separated for cause by MCCS.

http://www.marines.mil/News/Publications/ELECTRONICLIBRARY.aspx

H0119-H-0003 of 136

i. The Contractor shall provide adequate supervision of his employees to insure complete and satisfactory performance of work in accordance with the terms of the contract.

j. Contractor employees shall wear clean uniforms (if applicable), maintain a high degree of personal

cleanliness while on duty aboard the Installation, and conform to sanitary hygienic practices. When uniforms are not required, Contractor personnel shall be authorized to wear attire typical of that worn by personnel employed in the same trade within the local community and as approved by the Contracting Officer. Contractor’s personnel shall wear nametags while on duty. Nametags shall either comply with franchisor standards, or if no such standards exist, shall be approved by the HQ COR. Contractor shall submit artwork/examples of proposed nametags electronically for COR review and approval prior to implementation.

k. Contractor and his employees must meet the health, and security standards prescribed by the contract,

and applicable regulations. F.7 STANDARD INSTALLATION ACCESS (ACNI 0102 MARCH 2019) Access to U.S. military installations is a privilege that may be granted, denied, or withdrawn by the installation commander or their authorized representatives. Department of Defense (DoD) Manual 5200.08, Volume 3, Physical Security Program: Access to DoD Installations, establishes DoD policy and guidance on the types of access and minimum requirements for access. Denial or withdrawal may occur as a result of any type of misconduct or incident determined contrary to the best interest of the mission, security of the installation, protection of property, welfare of personnel and/or for any other infraction determined justifiable for denying access. The contractor and contractor employees shall comply with installation access control and security requirements. Contractor’s inability to obtain or maintain installation access and security requirements does not relieve the contractor of performance requirements. Security requirements are subject to change. It is the contractor’s responsibility to contact the Contracting Officer Representative (COR) prior to attempting access to ensure compliance with current security regulations. For Marine Corps installations that have implemented the Defense Biometric Identification Systems (DBIDS), the follow applies:

a. The Defense Biometric Identification System (DBIDS) is the Marine Corps' enterprise-wide installation access control system that is interoperable with other Service access control systems. For Marine Corps installations that have transitioned to DBIDS, contractor employees, or representatives requiring access to the installation must register into DBIDS. Once registered, access tokens (ID's) are scanned at the gates by the base police force using hand held scanners to confirm identity and authorization to access the installation. DBIDS replaces the RAPIDGate system.

(1) Contractors and vendor employee or representatives requiring extended access (greater than 90 days)

will be required to register into DBIDS and obtain a DBIDS access token. A criminal history background check for each individual requiring extended access will be included as part of the registration process.

(2) Contractors and vendor employees or representatives requiring short term base access (less than 90 days) will not be issued a DBIDS card, but can expect background checks at the gates prior to being allowed access or may be issued a paper pass from the DBIDS registration sites.

(3) Registration for those with DoD Common Access Cards (CAC) or Teslin (active duty military, dependents, retirees, and reservist) will be automatic the first time their card is scanned at the gate. No other action is required.

H0119-H-0003 of 136

b. Process to register: (1) Pre-enrollment is conducted online (2) Paper passes issued for routine visits of 90 days or less. (3) DBIDS cards issued for periods greater than 90 days. (4) All DBIDS Cards will be issued/printed for three years. However, base access will actually expire (in the

system) based on contract length and or other factors as determined by the contracting officer upon award of the contract.

c. To pre-enroll in DBIDS - DBIDS Pre-Enrollment at https://dbids-global.dmdc.mil/enroll#!/

Once pre-enrolled, contractor employees or representatives must schedule an appointment with the Provost Marshal Office (PMO); arrangements can be made through the local COR. F.8 CONTRACTOR’S MANAGEMENT RESPONSIBILITIES (ACNF 0008 Mar 2014) a. The Contractor is responsible to MCCS for establishing effective management controls to achieve the standards of operation established in MCCS directives, or manuals, and elsewhere in this contract for exercising sound management practices. Failure of the Contractor to establish and maintain such effective controls shall constitute grounds for termination of this contract for default. b. At no time shall the operation be without responsible management. The manager or a designated representative shall be available during all hours of operation and accessible for emergencies and unforeseen circumstances outside of normal business hours. Such a person will be completely knowledgeable of the terms and conditions of this contract, and will be delegated full authority by the Contractor to conduct the business as required under the contract. Authority will include, but will not be limited to, purchase of operating supplies, maintenance, and repair of equipment, training of employees, maintaining prescribed hours of operation, supervision of Contractor employees, and settlement of customer complaints or claims. The Contractor will provide the Contracting Officer, in writing, the name, and phone number(s) of those person(s) appointed as manager or representative, in addition to those person(s) who possess access keys to the operation. c. Contractor shall provide the HQ COR and Contracting Officer, and keep current, a list of key personnel as set forth in Attachment J-7 employed by the Contractor in the performance of this contract. A revised list will be promptly submitted to the Contracting Officer when personnel changes take effect. d. Contractor shall provide a bulletin board which shall be used to post applicable regulations, post evacuation/hose fire plans, and any other notices or information required by federal, state, or local regulations. F.9 CONTRACTOR INSPECTION. Contractor will visit each site annually and as directed by the Contracting Officer to ensure that all sites are maintaining all required contractual specifications, achieving all required sales goals, margin goals, other customer relation goals, and reviewing the sites for deficiency or potential improvement opportunity(ies). A detailed report of all findings will be provided to the Contracting Officer and HQ COR within twenty (20) business days of each site visit. F.10 LICENSE AND FRANCHISE FEES (ACNB 0025 SEP 2015 Licensing and Franchise Fees are the sole responsibility of the Contractor and should be paid as required by the National Brand Franchisor. Contractor and its employees shall be licensed as required by law. Contractor shall obtain and maintain throughout the term of the contract, all professional, occupational, equipment, and other

H0119-H-0003 of 136

licenses and permits required by law to perform the contract requirements and shall provide copies of such licenses for review at within Attachment J.16. F.11 UTILITIES AND CLEANING COSTS (REV GEN) (ACNB 0023 SEP 2015)

a. Contractor is responsible for payment of utility costs directly associated with its concession operations at the Sites, including communication or data lines. Utility costs will be based either on metered consumption or on engineered estimates developed by installation engineering representatives. The Contractor shall be required to establish an account, pay utility deposits as applicable, and make payment in accordance with invoice terms and installation Public Works department policies and procedures. Contractor shall be responsible for any costs associated with installation of utility meters, when applicable or required.

b. The Contractor is responsible for cleaning and maintaining its concession facility, including furniture, fixtures and equipment, with such frequency as necessary to provide a professional, sanitary and clean environment and as needed to comply with installation requirements. In venues with shared common areas, the Contractor shall fund and/or accomplish its pro rata share (based on square footage and not sales) of the responsibility for the cleaning and maintenance of common areas (also referred to as Common Area Maintenance (CAM) fees). The Contractor is also specifically responsible for the following as it relates to its Sites: (1) Certifications required for operations, including health/sanitation inspections, hood and fire suppression system certifications, etc. (2) Pest control services. F.12 ADVERTISING AND PROMOTIONS (ACNF 0020-a JAN 2015) a. As advertising and promotions are an integral part of this contract, the Contractor will be required to provide an advertising and promotional program. During the period of this contract, and any authorized renewal period, the Contractor agrees to participate in a minimum of two (2) MCCS promotional events per year. Promotional programs and events may be advertised by using Installation newspapers, electronic mail, social media forums, unofficial publications and media, and other promotional mechanisms as allowed by Department of Defense, U.S. Marine Corps, Marine Corps Installation, and MCCS regulations. All promotional and advertising costs above the MCCS promotional events shall be borne by the Contractor unless otherwise agreed in writing by the Contracting Officer. b. MCCS promotions may occur at the local level, involving only a single MCCS and the Contractor. These promotions will be mutually agreed to in writing between the local COR and the Contractor and submitted to the Contracting Officer to be accounted for in the contract file. The local COR will make all coordination between the marketing department, headquarters Finance office, and the Contractor. Any MCCS provided and/or supported coupons will be tracked, itemized on the monthly sales report, and submitted to the Shared Services Center (SSC) of Headquarters Finance annotating the cost allocation to the appropriate MCCS for the appropriate deduction from that month’s commission fee payment in accordance with Section F. c. The MR Contracting Officer must coordinate the approval of all signage, statements, interviews, trade marketing/public announcements, or other in advance and in writing with the Public Affairs Officer and the MR Senior Attorney, Legal Counsel. All materials must be submitted not less than three (3) weeks prior and meet the criteria of this clause and ACNI 0009 to receive approval.

H0119-H-0003 of 136

d. The Contractor shall provide the HQ COR with any corporate advertising materials three (3) weeks prior to any event or as arranged with the HQ COR and local COR. All Contractor advertising materials are subject to the approval of the HQ COR and must contain the following disclaimer: “No Defense Department, U.S. Marine Corps, or Marine Corps Community Services, endorsement implied.” e. All advertisements and promotions will comply with contract clause ACNI 0009. f. Offeror to provide first year or sample year advertising/promotional calendar for review at Attachment J-15. F.13 SIGNS AND FORMS (ACNF 0026 SEP 2015) a. All signs posted by Contractor are subject to approval by the HQ and local COR, shall be professionally prepared, posted, and mounted, and shall be an expense borne by the Contractor; certificates and licenses will be attractively framed. Signs, which set forth MCCS installation, or Marine Corps policy, shall be provided by MCCS. The Contractor will be required to furnish and post the following signs:

(1) Exterior Identification of Operation (i.e., name, logo, trademark). Any replacement or repair of any exterior signage is the sole responsibility of the Contractor.

(2) Days and Hours of Operation (3) Service and Price Board (4) Satisfaction Guaranteed Policy (5) “Customer Receipts or Purchase Free” Policy (6) Business License, etc. (as applicable) (7) Fraud, Waste, and Abuse Sticker (8) Facility Manger Identification Sign (9) Emergency contact sign to identify a point of contact and phone number in the event of an

emergency outside of normal operating hours. (10) Credit card acceptance decal

b. All signs other than franchisor mandated signs and location specific promotional material shall be subject to review and approval by the HQ and local CORs before being displayed. c. Forms. Contractor shall provide all forms necessary for its operation. In the event of an inconsistency between the terms appears on the Contractor’s form and the terms of this contract, the terms of this contract shall control.

H0119-H-0003 of 136

F.14 INTERNAL CONTROLS (ACNF 0027 JAN 2015) Contractor is responsible to MCCS for establishing internal control procedures consistent with the terms of this contract, and with MCCS directives for complete, and accurate accounting of all transactions. All transactions will be maintained in accordance with the company’s standard finance procedures as long as they meet in accordance with the Generally Accepted Accounting Principles (GAAP), and as otherwise provided herein. The Contractor’s finance system must provide for the accurate Finance and reporting of daily and monthly net sales, to include gross sales less refunded sales, to MCCS. The Contractor may be required to use serialized listing sheets or forms provided by MCCS for performing all or in part the finance service hereunder. In the event of any inconsistency between the terms appearing on the forms and terms, conditions or clauses of this contract, the clauses of this contract shall apply. F.15 SALES TRANSACTIONS AND BOOKKEEPING (ACNF 0028 JAN 2015) Sales Transactions and Bookkeeping.

a. The Contractor will keep complete and accurate records of all customer transactions and sales are to be

rung up in full view of the customer.

b. Contractor will collect and account for all monies due. Commission fees are not to be reduced by inventory losses, cash shortages, etc.

c. Losses due to dishonored checks or invalid credit cards are the Contractor’s responsibility and such

losses will not be used to reduce gross sales or commissions due to MCCS. d. The Contractor will collect all monies and account for all products and services provided / sold from

operations resulting from this contract. All sales made will be recorded on electronic sales terminals. Sales terminals will be provided by the Contractor. Sales terminals used will be of types which provide detailed and automated computation and reporting. All data collected will be housed on a backed up or redundant server or on a cloud hosted solution to avoid any data manipulation or loss. Program information and all totals will be protected against AC power failure for a minimum of 125 hours.

e. The Contractor shall provide and submit all forms and reports necessary and required. In the event of

any inconsistency between the terms or provisions appearing on the Contractor's forms and the terms, conditions or clauses of this contract, the requirements of this contract shall apply.

f. The Contractor will provide an electronic point of sales system (EPOS) that will: (1)Share/provide the system data and information directly with MCCS. (2)Provide a Customer Receipt Tape with printed header, the date and department number beside the

amount on regular entry and refund transactions. Receipt tape will be legible and self-explanatory and be identified with a cash register number and a transaction number.

(3)Cash Drawer - Registers must have a closed drawer feature; where no transactions can be entered unless the cash drawer is closed. Registers equipped with an emergency cash drawer release feature must have that feature covered with a protective plate to prevent use of the release lever/button without complete removal of the plate.

(4)Error Correct/Void Key, Void Mode, Refund Operation, and No Sale - Must have a management alert feature that initiates a report by user, manager, customer, or other trend identifier.

H0119-H-0003 of 136

(5)Generate detailed sales reports (based on product, hour, employee, total cost of items sold, total retail amount, net profit, profit percentage, gross margin)

(6)Provide quick snapshots and charts on store’s performance g. At a minimum the contractor will accept cash, checks, MasterCard, Visa, American Express, and Discover

as methods of payment. It is preferred that a Contractor also accept the “Military Star Card” at or within six (6) months of award. Contractor to provide potential capability with proposal at J-?.

h. The Contractor will not require, or post signs requiring, a minimum or maximum transaction amount to

accept credit cards. The Contractor may not impose any surcharge or fee on any credit card transaction. i. MCCS will not pay/credit unsupported adjustments, refunds, or over rings. j. Sales overages and/or shortages will not be used to increase or decrease the daily gross sales amount. k. Payment will be made to MCCS by Electronic Funds Transfer (EFT). EFT provides for electronic

payments and collections utilizing and Automated Clearing House (ACH) form of EFT. The awarded Contractor will provide a completed ACH form upon contract execution.

l. On a daily basis, the Contractor will forward completed cash register/sales terminal reading reports, as

prescribed by MCCS, to the MCCS Finance Office. Fee payments to MCCS will be based on audited cash register readings of sales, excluding sales taxes. Cash overages and shortages will not be included in sales for the computation of fees due MCCS.

m. On-site cash and cash register verifications may be performed by authorized MCCS personnel at any

time without prior notice. Such verifications will be conducted in the immediate presence of Contractor’s management or representative.

n. The Contractor shall issue cash register receipts for all sales at the time of purchase. If a receipt is not

given to the customer at the time of purchase, the customer may demand the service for free. Contractor shall provide signage stating such policy. Contractor will ensure signage if posted at or in the proximity of each cash register and easily visible to the customer. Should such an incident(s) occur, Contractor is responsible to pay MCCS the fee on the dollar value of the service or product.

F.16 REPORTING AND FEE PAYMENTS BY CONTRACTOR (ACNF 0029 SEP 2015) To effect the timely processing of Contractor’s account, and to avoid delinquency and late penalty assessments on Contractor’s account, the Contractor will submit a monthly sales report and all fees/monies due MCCS in accordance with the provisions below. a. Monthly Sales Report. A sales reporting period is defined as a National Retail Federation (NRF) 4-5-4 month. Contractor will be required to submit a Monthly Sales Report, which discloses all sales, generated during the sales reporting period, by facility, by installation. Monthly sales reports are due into the local MCCS Finance Department, the local COR and the HQ COR (Electronic Mail is acceptable) on the 3rd day of the month following the sales reporting period. If the 3rd day of the month following the reporting period falls on a weekend or federal holiday, the monthly sales report is due no later than the following business day. The sales report shall disclose, at a minimum:

H0119-H-0003 of 136

(1) total sales for the month (2) total fees due MCCS for the month, (3) miscellaneous monies due to MCCS; the local MCCS will provide the Contractor an invoice by the 3rd day of the month following the reporting period, of any miscellaneous fees due. If the 3rd day of the month following the reporting period falls on a weekend or federal holiday, the monthly miscellaneous money report is due no later than the following business day. (4) Miscellaneous monies due to contractor; credited to monthly statement (i.e. Star Card sales less MCCS processing fee, MCCS provided and supported coupons and promotions, etc.). b. Payment to MCCS. All fees/monies, to include but not limited to Commission Fees and utility payments, owed MCCS for the sales reporting period shall be due and payable to the MR SSC Finance Departments no later than the 10th day of the period following the sales reporting period. If the 10th day of the period following the reporting period falls on a weekend or federal holiday, payment is due and payable on the following business day. c. Late Penalty Fee. If a MCCS Finance Office is not in receipt of all fees/monies due MCCS by close of business (4:30 p.m.) on the due date set forth in the preceding paragraph a late payment penalty of Two Hundred Dollars ($200.00) per day until outstanding balance to include but not limited to penalties for that MCCS, will be imposed when Contractor fails to make the Contract Fee payment timely. Contractor agrees to submit any additional reports concerning the operations as may be requested. The late penalties are per MCCS. If the Contractor is late for more than one MCCS, the late penalty fee of Two Hundred Dollars ($200.00) is due per day, per MCCS until each balance is paid in full. d. Delinquent Accounts. When Contractor has been delinquent in making monthly payment to any MCCS for all fees/monies due for a total of three (3) occurrences at any time throughout the contract term, MCCS shall, for the remainder of the contract period, require Contractor to make total cash collection deposits to MCCS and MCCS shall make payment of Contractor’s share to Contractor not later than the 10th day of the month following the sales reporting period. If the 10th day of the month following the reporting period falls on a weekend or federal holiday, payment is due and payable on the following business day. F.17 SETUP AND PAYMENT OF UTILITIES (ACNF 0030 JAN 2015) The Contractor shall be responsible to pay utilities including gas, electricity, water, sewer, telephone, trash disposal, cable, internet (Wi-Fi) and any other such service required in the performance of this contract at 1% of gross sales or actual cost of utilities whichever is higher, unless otherwise stated in a modification. Repair and maintenance of concession installed utilities are Contractor’s responsibility. MCCS is not liable for losses caused by interruptions of utility service. Contractor will pay for and is responsible for all utility connections, tie-ins, and disconnections to Contractor-furnished equipment. Contractor-furnished equipment requiring utilities hookup will comply with installation energy conservation policies. Contractor-furnished equipment determined by MCCS or the Installation to be energy inefficient will be replaced with acceptable equipment at the Contractor’s expense. a. Electric, gas and water are on a metered system. All meters are managed by the Installation. Contractor shall coordinate with Installation facilities to set up services. Unless indicated otherwise in modification, invoicing and payment of facility utilities will be managed by the Installation Comptroller.

H0119-H-0003 of 136

b. Telephone, internet, cable, satellite and other related communication services will be the sole responsibility of the Contractor. The Contractor shall coordinate separately with the local telephone service to obtain a new telephone number(s) and data service for the concession location. Should MCCS be charged for communication consumption, such consumption will be re-billed to the Contractor. c. Unless indicated otherwise in modification, utility payments must be received by the 10th day of the month for the preceding month for which Utilities are due. A late penalty fee of seventy-five dollars ($75.00) or ten percent (10%) of the commission fee, whichever is greater, per incident will be imposed for late payment. d. The Contractor and the Contractor’s employees shall comply with Installations energy conversation programs to the extent possible under operating standards. F.18 CONTRACTOR'S MAIL (ACNF 0031 JAN 2015) The Department of Defense Postal Regulations authorize Military Post Offices to process only official mail that is sent to military personnel or authorized civilian personnel. Contractor is responsible for understanding the individual Installation regulations on mail and making arrangements accordingly. F.19 CUSTOMER COMMENTS, COMPLAINTS AND CLAIMS (ACNF 0014 SEP 2015) a. Contractor agrees to support MCCS’ Customer Comment Program also known as Interactive Customer Evaluation (ICE) and will allow MCCS to place an MCCS-provided Customer Comment card displayers and advertisements in highly visible location (s) inside the Contractor’s activity. MCCS will be responsible for providing Contractor’s management with the customer’s input. Contractor will respond to the respective COR within forty-eight (48) hours of customer’s input when applicable. b. Contractor will adhere to MCCS’ policy of customer satisfaction guarantee. All customer complaints and claims will be resolved at Contractor’s expense. Any disagreement that cannot be resolved between Contractor and the customer will be decided by the Contracting Officer, whose decision will be final and not subject to the Disputes clause. If Contractor fails to process complaints and claims timely, MCCS may, in addition to other rights and remedies available under this contract, settle customer complaints and claims and charge them to Contractor’s account. Customer complaints based on services sold by previous Contractor will be referred to the Contracting Officer. F.20 REFUNDS (ACNF 0032 JAN 2015) a. Contractor will be responsible for refunds to customers for customer dissatisfaction or for any overcharges to customers made on services furnished. Should Contractor refuse or fail to promptly make any refund of overcharges to a customer, MCCS may make this refund and charge the amount against Contractor’s account. If a customer cannot be located or if a refund to a customer is otherwise not practicable as determined by the Contracting Officer, Contractor will pay the amount of the overcharge to MCCS within 15 calendar days from the date of demand by MCCS. b. Requests for refunds not promptly honored are considered complaints or claims subject to the provisions of the Customer Comments, Complaints and Claims clause. F.21 DISHONORED CHECKS (ACNF 0036 SEP 2015) a. Contractor may charge the patron for a dishonored check received from the patron, except the charge will not be applicable when:

H0119-H-0003 of 136

(1) The bank acknowledges the returned check to be the result of a bank error. (2) The return is the result of Contractor error. b. The amount charged shall not exceed the normal administrative amount charged for dishonored checks. Losses due to dishonored checks are the Contractor’s responsibility; MCCS will not be held accountable for any returned checks or dishonored checks received on the part of the Contractor. F.22 SAFEGUARDING OF CONTRACTOR'S FUNDS ON MARINE CORPS INSTALLATIONS (ACNF 0033 JAN 2015) Should Contractor opt to maintain funds in the Contractor’s on-installation facility during non-operational hours, Contractor will adhere to the installation’s policy and the Marine Corps Community Services Asset Protection Order, MCO 4066.18 Dated 16 Sep 14 on the safeguarding of such funds and at a minimum as established below: a. When more than One hundred Dollars ($100) are kept in the Contractor’s facility during non-operational hours, funds will be secured in a steel safe equipped with a three-position combination tumbler locking device. b. When more than Five Hundred Dollars ($500) is held in the Contractor’s facility during non-operational hours, the safe shall: (1) be secured to the premises by being encased in a concrete bed; or (2) be bolted or steel-strapped to a floor beam or an internal wall support beam with the bolts or straps concealed to prevent cutting or prying; or (3) weigh in excess of 1,000 pounds. c. Contractor shall remain responsible for the safeguarding of all Contractors’ funds while on the military installation. F.23 LOST, ABANDONED AND UNCLAIMED PROPERTY (ACNF 0034 JAN 2015) Personal property left in or at the operation area will be promptly returned if the owner can be identified. If prompt return (within 24 hours) is not possible, the items will be turned over to the appropriate Internal Control or Loss Prevention office for lost, abandoned, or unclaimed items. (Example: A customer leaves an umbrella, wallet, I.D. card, check book, etc. in/at the operation). F.24 CONSTRUCTION REIMBURSABLE TECHNICAL SUPPORT (ACNB 0024 SEP 2015) As applicable to construction or renovations performed under this contract, the Contractor shall bear the actual cost (as charged to MR/MCCS without markup as evidence by reasonable documentation) of construction technical support costs which consists of project design review fees and oversight of construction project accomplishment; provided, however, such fees for design review and oversight of construction will not exceed the greater of fifteen thousand and 00/100 dollars ($15,000.00) or one and a half percent (1.5%) of the total cost of the construction or renovation project (excluding Contractor Property (as defined herein)). Additionally, projects that include alterations or modifications to fire protection systems (i.e., sprinkler, smoke, fire detection, Ansul hood systems, etc.) may also require Contractor to reimburse MR/MCCS for the actual cost (as charged to MR/MCCS without markup and as evidenced by reasonable documentation) of fire protection plan review; provided, however, such fire protection plan review fees will not exceed two thousand five hundred and 00/100 dollars ($2,500.00) per project.

H0119-H-0003 of 136

G. SECTION G: CONTRACT ADMINISTRATION DATA G.1 CONTRACT PERIOD – CONCESSIONS (ACNG 0001-C SEP 2015)

a. This contract shall be effective on the date of award (signed by the Contracting Officer on the Contract Award Form), and shall remain in effect for a period of five (5) years, with two (2) - two-year renewal option periods unless terminated in accordance with the contract clauses.

b. This contract will be automatically terminated in the event of the discontinuance of the operation of

MCCS without cost or liability to either party. In all other instances, the provisions covering termination as set forth in Section I shall apply. However, non-recurring costs as delineated in J-1 and any MR/MCCS payments due for equipment whether received or not, pre-paid third party services, services rendered to include pre-site work, administration and the like will still remain due and payable in the cases where the Contractor is not the cause of the termination per Section I.24. G.2 OPTION TO EXTEND THE TERM OF THE CONTRACT (ACNG 0002)

a. MR or MCCS may extend the term of this contract by written unilateral modification issued 90 days prior to the end of the current contract performance period provided that MR or MCCS gave the Contractor a preliminary written notice of its intent to extend at least 180 days before the contract performance period ends. The preliminary notice does not commit MR or MCCS to an extension.

b. If MR/MCCS exercise this option, the extended contract shall be considered to include this option

provision. c. Option to extend services. MR or MCCS may require continued performance of any services within the

limits and at the rates specified in the contract. The Contracting Officer may exercise the option by written unilateral modification issued 90 days prior to the end of the contract performance period.

d. The total duration of this contract, including the exercise of any options under this clause, shall not

exceed nine (9) years.

G.2 FACSIMILE AND ELECTRONIC COPIES (ACNG 0023 JAN 2015) The parties agree that a telephonically transmitted facsimile copy OR electronically transmitted copy (usually Microsoft PDF™) of this Contract, along with any subsequent modifications, and the parties’ signatures, shall constitute an original for all purposes and may be admitted into evidence in any court as an original without objection by either party. G.3 APPOINTMENT OF CONTRACTING OFFICER'S REPRESENTATIVE (SYSTEM-WIDE CONTRACTS) (ACNG 0004-B JAN 2015) a. The Contracting Officer will appoint a Headquarters (HQ) COR and installation local CORs, in writing, to perform various duties during the term of the contract. b. The COR may not change the terms or conditions of this contract, may not interpret it, nor execute or agree to any contract modifications thereto. Only the Contracting Officer can authorize modifications to the terms and conditions of this contract, including deviations from specification requirements. In the event that the Contractor does deviate without written approval of the Contracting Officer, such deviation shall be at the Contractor's own risk. Any costs related to the Contractor's unauthorized deviation shall be borne by the Contractor.

H0119-H-0003 of 136

c. The Contractor will be provided a copy of the COR appointment letter after contract award. G.4 INSURANCE REQUIREMENTS – REVENUE GENERATING CONCESSION CONTRACTS (ACNG 0012-B MAY 2016) a. The Contractor shall procure and maintain, during the performance of this contract, insurance coverage listed below, with insurance companies acceptable to Marine Corps Community Services (MCCS) and Headquarters Marine Corps, Business and Support Services Division (MR). Acceptable is defined as a carrier that is A rated by A.M. Best, Inc., or equivalent. All insurance coverage shall name MR, MCCS, and installation(s) as additional insureds. b. The Contractor shall provide a Certificate of Insurance to the Contracting Officer. The Certificate of Insurance of the awarded Contractor must show MR, MCCS, and installation(s) as an additional insured for all coverages, and will carry an endorsement waiving the Contractor’s right to subrogation against MR, MCCS, and installation(s). The “INSURED” block of the Certificate of Insurance must list both the Contractor’s name and the MCCS contract number. Such Certificates of Insurance shall evidence that the below listed insurance is in effect, and that not less than thirty (30) days prior written notice shall be provided to the Contracting Officer in the event of modification, cancellation or non-renewal of any such insurance coverage. Offeror will provide a current certificate or statement from insurance company with offer as evidence of maintaining adequate policy coverages for the type of industry. The following are minimums only and may be increased based on the industry of the contract. As an industry expert, the Offeror is expected to have the appropriate coverages to satisfy more than the minimum and include ALL environmental requirements. This RFP may be amended to add such regulatory required insurance. c. Comprehensive General Liability Insurance. Contractor shall maintain the following types and minimum amounts of insurance: $1,000,000 Per Occurrence / $2,000,000 Total Policy Aggregate $1,000,000 Personal Injury/Advertising Injury $2,000,000 Products and Completed Operations Aggregate d. Workers’ Compensation and Employer’s Liability Insurance. The Contractor shall carry a workers’ compensation and employer’s liability policy which provides statutory benefits covering all their employees in those states where they are located and working at MCCS facilities, or in support of MCCS. Contractor shall maintain the following types and minimum amounts of insurance: $1,000,000 per employee / per claim / per occurrence $1,000,000 per claim / per occurrence for occupational illness or disease e. Automobile Bodily Injury and Property Damage Liability Insurance. The Contractor shall maintain business auto insurance covering all owned, non-owned, and leased vehicles with a combined single limit of $1,000,000. f. Property Insurance Coverage. The Contractor shall obtain and maintain Insurance Services Office, Inc. (ISO) Special Form (special causes of loss – commonly known as “all risk”) insurance coverage for all risks including and without limitation, fire, flood, windstorm, earthquake, vandalism, malicious mischief, and extended coverage, that insures all locations, fixtures, and other property leased, licensed, occupied or otherwise authorized for use by MCCS to the Contractor pursuant to this contract, and the Contractor's owned or leased equipment, fixed assets, supplies, and inventory for the full replacement value thereof, without deduction for

H0119-H-0003 of 136

depreciation. The form of the policy shall not require any co-insurance payment on the part of MCCS. The Contractor agrees to waive subrogation against MR, MCCS, and installation(s). g. Business Interruption Insurance for Food Concession Operations. (1) The Contractor shall obtain Business Interruption (B.I.) insurance that provides protection from the actual loss of their earnings during the time required to restore, rebuild, or repair property, regardless of ownership, and resume operations at their pre-loss level. Such a loss of earnings would be due to a disruption of the Contractor’s operations. Calculation of the Contractor’s lost earnings shall include commissions or royalties owed to MCCS as a continuing expense of the Contractor’s operations. Lost earnings will be calculated by using prior two years of actual historical data, if available, or year-to-date, annualized data and will be adjusted for actual days of the week. The Contractor’s commercial B.I. insurance coverage shall cover the loss of commissions or royalties due and payable to MCCS, as a result of damage to or destruction of Contractor owned and non-owned property or equipment operated by the Contractor. In the case of a loss that gives rise to a B.I. claim, the Contractor will pay commissions or royalties to MCCS from proceeds the Contractor received from their insurance company in settlement of their B.I. loss, or from Contractor owned funds that represent their Self Insured Retention (S.I.R.). The latter applies when the Contractor's B.I. policy S.I.R. (deductible) amount exceeds the amount of the B.I. loss, therefore not triggering coverage of a B.I. claim under the Contractor's policy. The aggregate policy limit for such B.I. coverage will not be less than $2,000,000. (2) The MCCS Contracting Officer, the Contracting Officer’s Representative, and MR (MRG/Insurance) shall be contacted in the event of any and all losses that result in either a B.I. claim, or a claim payment from the Contractor’s insurance carrier, which was paid on behalf of a Contractor pursuant to this contract. G.5 CONTRACT CHANGE OVER (ACNG 0009) In the event that the Contractor is not awarded a follow-on contract, the Contractor agrees to cooperate with the incoming Contractor to minimize the disruption of services during the change-over of operations. The Contractor, the incoming Contractor, and the COR’s shall plan contract change-over procedures within ten (10) days of follow-on contract award, to consider, at a minimum, the following: the time to effect, the tasks to be performed including facilities to be restored and GFP/E, and the information and or data to be exchanged. In the event the Contractor, the incoming Contractor, and the COR’s cannot agree on change-over procedures, all parties shall comply with the terms and procedures as established by the Contracting Officer. G.6 SETTLEMENTS OF ACCOUNTS UPON TERMINATION OR EXPIRATION (ACNG 0010) a. The Contractor shall, within thirty (30) days from contract expiration or termination, unless required sooner due to changeover of contract, settle its accounts with MCCS, including payment in full of all fees or other sums due MCCS; yield up the premises, and any MCCS-owned and government-owned property used by Contractor in good condition (ordinary wear and tear excepted); surrender all installation passes for Contractor and its employees; and complete satisfactory settlement of all customer claims. Should MCCS and government-owned property and facilities not be left in a sanitary and acceptable condition by Contractor, Contractor shall be charged the expense for MCCS to have premises cleaned and repaired to a sanitary and acceptable level. b. The Contractor shall promptly remove all Contractor-owned property and supplies from the installation. Upon failure to do so, the Contracting Officer may cause the Contractor’s property to be removed and stored in a public warehouse at Contractor’s expense. If Contractor is indebted to MCCS, the Contractor authorizes and empowers the Contracting Officer to take possession of Contractor’s property and dispose of same by public or private sale without notice, and to satisfy, out of the proceeds of sale, the cost of sale and Contractor’s indebtedness to MCCS.

H0119-H-0003 of 136

c. Should Contractor be found to be in default of contract for failure on the part of the Contractor to perform any of the contract requirements, MCCS may terminate all or part of this contract for default in accordance with Section I. In addition to MCCS’ rights and remedies set forth in Section I, Contractor shall be liable to MCCS for estimated lost revenue to MCCS from the effective date of default until the expiration date of the contract, or until such time a new company is contracted to provide similar service and product, whichever is earlier. d. Contractor is expected to determine its ability to recapture its investment within the contract term and in no event shall MR/MCCS be liable for unamortized capitalization costs except as otherwise stated in the Termination clause. G.7 USE OF CONTRACT BY OTHER FEDERAL ENTITIES (ACNG 0013 MAY 2016) a. Federal Statute and Department of Defense (DoD) Procurement Policy encourage DoD Non-appropriated Fund Instrumentalities (NAFIs) to enter into contracts or other agreements with other Federal Government entities, where it is advantageous to do so. It is solely within the discretion of each entity to decide whether or not to participate.

b. This is a Nonappropriated Fund (NAF) Contract.

c. The prices, costs, rates, commissions/fees, terms and conditions and any other contract provision are non-negotiable absent modification, change, or amendment by an authorized contracting officer of the NAFI that issued this Contract.

d. Any dispute and/or claim shall be submitted to the NAF contracting office that issued this Contract for any required adjudication. Any issue between an ordering entity (other than the NAFI that issued this Contract) and the Contractor, which cannot be resolved without formal action by the Contracting Officer (e.g. modification, final decision letter, termination action, etc.) will be referred to the Contracting Officer of the NAFI that issued this Contract for action. Any issue that appears to require formal contract action, and/or that is a potential dispute or claim will be brought to the attention of the Contracting Officer of the NAFI that issued this Contract.

e. The Contractor shall perform the Contract requirements in accordance with this Contract regardless of which entity places an order against this Contract. The terms and conditions of this Contract shall apply to all performance under this Contract, without regard to ordering entity, delivery or performance site, location or facility.

f. The sites, locations, or facilities identified herein as being required in this Contract are not all inclusive of the number of sites, locations, or facilities that may be added in the future; however, this Contract does not create a right of first refusal and does not require, guarantee, or imply the addition of any sites, locations, or facilities to this Contract. Additional sites, locations, or facilities that are not listed in the Contract, will be added to the Contract by Contract Modification by an authorized Contracting Officer of the NAFI that issued this Contract.

(1) Location where performance will take place, special requirements, performance date, etc.; (2) Complete contact information for the ordering entity and assigned COR’s (3) Invoicing and payment instructions and/or procedures for remitting commission/license fee payments

to the ordering entity. h. No additional quantities are guaranteed or implied as a result of this clause.

i. Other Federal entities authorized to be included within this contract include:

H0119-H-0003 of 136

(1) Army and Air Force Exchange Service (AAFES), (2) U. S. Army Family and MWR Command (FMWRC), (3) Air Force Nonappropriated Fund Purchasing Office (AFNAFPO), (4) U. S. Marine Corps Business and Support Services Division (MR) and Marine Corps Community Services (MCCS), (5) Navy Exchange Command (NEXCOM) and Navy Exchange System (NES), (6) Commander, Navy Installations Command (CNIC), Fleet and Family Readiness (F&FR) (7) Coast Guard Exchange System (CGES); and (8) Other Federal activities not specifically named in this Contract.

j. More favorable prices, costs, rates, commissions, fees, terms and conditions than reflected in this Contract may be offered by the Contractor to the various ordering entities and/or negotiated by the ordering entities based upon economic factors that support such mutually agreed to arrangements, provided that:

(1) any such agreement is made in writing; and (2) a complete copy of any such agreement is given to the Contracting Officer of the NAFI that issued the Contract, prior to performance.

k. The NAFI that issued this Contract is not responsible or liable for any payments related to another entity. l. On a quarterly basis (15 Jan, 15 Apr, 15 Jul, 15 Oct), unless a different reporting requirement is specified elsewhere in this Contract, the Contractor shall provide the Contracting Officer with a written report recapping all expenditures by item or service including a total for all entities that have placed orders during the preceding quarter.

G.8 ORDERS PLACED BY AAFES (ACNG 0014 OCT 10)

a. This Contract has a clause authorizing the Army and Air Force Exchange (AAFES) to make purchases of items and/or services at the agreed upon Contract pricing. AAFES uses the Oracle Advanced Procurement (OAP) Application to issue orders using a ten digit number starting with "73" to distinguish them from other entities.

b. Before AAFES can place an order against this Contract, they will first create a "contract agreement

number" in their OAP Application with a number in the following format: 730000####. Any orders placed by AAFES utilizing their OAP Application will reference the MR/MCCS Contract number for clarification purposes. Orders placed against the MR/MCCS Contract will still be issued in accordance with the MR/MCCS Contract's terms and conditions.

c. Your company is invited to register with AAFES to use their Oracle iSupplier portal free of charge to

view orders, review payment status of orders, and other information. You may contact the AAFES Help Desk at 1-800-493-6017 or email at [email protected] for more information.

G.9 ORDER OF PRECEDENCE (ACNG 0015-B SEP 2015) In the event of a conflict among contract documents, the order of precedence shall be in descending order of importance: this contract document consisting of sections A-J, written modifications signed by the contracting officer, and any material incorporated by reference.

H0119-H-0003 of 136

H. SECTION H: SPECIAL CONTRACT REQUIREMENTS H.1 NOTICE TO CONTRACTOR OF CERTAIN DRUG DETECTION PROCEDURES (ACNH 0024) a. Pursuant to Marine Corps policy applicable to both Government and Contractor personnel, measures will be taken to prevent the introduction and/or use of illegal drugs and/or related paraphernalia into or on Government work areas. b. In furtherance of the Drug Control Program, unannounced periodic inspections of the following nature may be conducted by installation security authorities: (1) Routine inspection of Contractor occupied work spaces. (2) Random inspections of vehicles on entry or exit, with drug detection dog teams as available. (3) Random inspections of personal possessions on entry or exit from the installation. c. When there is probable cause to believe that a Contractor employee on board a Marine Corps installation has been engaged in use, possession or distribution of drugs, the installation authorities may detain said employee until the employee can be removed from the installation, or can be released to the local authorities having jurisdiction. d. Distribution of illegal drugs and/or drug paraphernalia by Contractor employees while on military vessel/installation may lead to possible withdrawal or downgrading of security clearance, and/or referral for prosecution by appropriate law enforcement authorities. e. The Contractor is responsible for the conduct of employees performing work under this contract and is, therefore, responsible to assure that employees are notified of these provisions prior to assignment. f. The removal of Contractor personnel from a government installation as a result of the drug offenses shall not be cause for excusable delay, nor shall such action be deemed a basis for an equitable adjustment to price, delivery or other provisions of this contract. H.2 PROHIBITED ACTIVITIES (ACNH 0026) Contractor will not, in or about the premises of the military installation, engage in or permit gambling or the use of any device which savors gambling (such as punch cards or slot machines), engage in loan operations, or sell merchandise or services on credit unless otherwise provided in this contract. Contractor assumes responsibility for all deferred charges. Contractor will take no actions counter to the purpose of the contract or which have the effect of diverting sales from the concession activity to Contractor’s commercial business activities. H.3 ADVERSE BUSINESS IMPACT (ACNC 0557 SEP 2015) a. Except as otherwise provided in this contract, neither MR/MCCS nor the U.S. Government shall be liable to the Contractor for termination of this contract, or any costs incurred or revenue lost due to any business interruptions, reduced business activity, sovereign acts, or any other causes, including but not limited to: (i) Disruption of utilities, (ii) Changes in access routes, (iii) Changes in safety/security processes, (iv) Reductions in personnel in the area, and/or (v) Closure/reorganization of Installations, whether or not beyond the control, fault, or negligence of the MR/MCCS or the U.S. Government, without limitation.

H0119-H-0003 of 136

b. MR/MCCS and the U.S. Government make no warranty or guaranty against sovereign acts. For acts that involve reorganization or closing of Installations after award of this contract, but prior to commencement of Contractor operations on the Installation, Site development shall cease and the operation shall not open for business unless mutually agreed upon by the contracting officer and the Contractor (subject to approval by other Government official(s) as may be required). H.4 COMPLIANCE WITH HOST COUNTRY, PREFECTURE AND LOCAL LAWS AND REQUIREMENTS (ACNF 0024 JAN 2015) This Contract, the Contractor, and the Contractor's employees are subject to, and shall abide by and comply with, all applicable statutes, ordinances, laws, and regulations. The Contractor agrees to observe and comply with, and require all its employees to observe and comply with, all Government of Japan, prefectural, and local requirements regarding licenses, permits, social security, workman's compensation, unemployment insurance, hours, wages, labor relations (including collective bargaining), working conditions and any other matter concerning employment applicable to the performance of this Contract or rules, regulations, directions and orders issued by the Government. The Government may require the Contractor to produce evidence of such compliance. The unilateral act of any governmental body against any employee of the Contractor for violation of the aforementioned laws or regulations (to specifically include persons barred by the respective Installation Commander or their designee) shall not excuse the Contractor from full compliance with the terms and conditions of this Contract. NOTE: Throughout this contract, all references to Japan include Okinawa. H.5 JAPAN: THIRD COUNTRY NATIONALS (ACNF 0025 JAN 2015) The hiring of Third Country Nationals (TCNs) (i.e., Non-Japanese and Non-Sofa Status Americans) presents special challenges. Introduction by U.S. Forces of TCNs into Japan is strictly controlled by the U.S./Japan Status of Forces Agreement. As a result, any entry of Contract TCN employees into Japan shall not be initiated without the prior coordination of COMUS JAPAN/J5. In addition to this prior coordination, TCNs must have standard Japanese work visas. H.6 ENVIRONMENTAL PROTECTION (ACNI 0035-B JAN 2015) The Contractor shall comply with all federal, state, and local regulations and abide by all installation and MCCS policies with regard to environmental regulations. Under no circumstances shall the Contractor independently discuss, and/or settle, environmental issues with a United States agency or state or local government without the written concurrence of MCCS. H.7 TERMINATION FOR DISCONTINUANCE OF OPERATIONS (ACNH 0020) This contract will be automatically terminated without cost or liability to either party in the event the military installation is deactivated, closed, or realigned under another agency, unless the MCCS continues the operations or services provided under this contract. In all other instances, the contract clauses covering termination shall apply. H.8 MODIFICATION (ACNH 0018) The provisions herein, together with the attachments, constitute the entire agreement between the Contracting Officer and the Contractor. No alteration, modification, waiver, or discharge of the contract, or any of its terms, shall be binding, unless in writing and executed with the same formalities as are required for the execution of this contract.

H0119-H-0003 of 136

H.9 PAYMENT CARD INDUSTRY DATA SECURITY STANDARD (PCI DSS) CLAUSE FOR SERVICE AND REVENUE GENERATING CONTRACTS (ACNH 0003, APRIL 2019) a. If payment cardholder data is stored, transmitted, or processed (inclusive of all payment formats) via a contractor’s processor or a Business and Support Services Division (MR), or Marine Corps Community Services (MCCS) point of sale terminal or if card data is shared with contractors, subcontractors, merchants or service providers under the terms and conditions of this contract, the contractors, subcontractors, merchants and service providers shall adhere to the most current version of the Payment Card Industry Data Security Standards (PCI DSS) requirements. These requirements are available at https://www.pcisecuritystandards.org. b. The contractor acknowledges that each contractor, subcontractor, merchant, and service provider with access to payment cardholder data is responsible for the security of the cardholder data the provider possesses in accordance with applicable PCI DSS requirements. The contractor shall also include this clause in any subcontract that provides access to cardholder data. c. Cardholder data and sensitive authentication data are defined by PCI DSS as follows:

Cardholder Data Primary Account Number (PAN) Cardholder Name Expiration Date Service Code

Sensitive Authentication Data: Full track data (magnetic-strip data or equivalent on a chip) CAV2/CVC2/CVV2/CID PINs/PIN blocks

If the cardholder name, service code, and/or expiration date are stored, processed, or transmitted with the PAN, or are otherwise present in the Cardholder Data Environment (CDE), they shall be protected in accordance with applicable PCI DSS requirements. Sensitive authentication data must not be stored after authorization, even if encrypted. d. Contractor shall provide evidence of PCI DSS compliance upon contract award for:

(1)The contract period of performance. Such evidence may include, but is not limited to, the latest version of PCS SSC “Attestation of Compliance for Onsite Assessments – Service Providers”, “Service Provider AOC Section 2g” prior to contract award, and PCI DSS Cloud Security Compliance, as changes occur, and annually, as required.

(2)Major credit card brand (Visa, MasterCard, Discover, and American Express) Service Provider requirements, as required.

(3)Maintaining compliance with the latest version of Payment Card Industry Payment Application Data Security Standard (PCI PA-DSS), as required.

e. Contractor shall ensure that all software or application development is complete in accordance with all PCI

DSS standards. Contractor shall create and maintain reasonable current, detailed, complete, and accurate documentation describing the systems, processes, network segments, security controls, and dataflow used to process, receive, transmit, store and secure MCCS’s cardholder data. Such documentation will conform to the most current version of PCI DSS. Contractor shall make available to MCCS, upon written request by the

H0119-H-0003 of 136

Contracting Officer or Contracting Officer’s Representative (COR), such documentation and the individuals responsible for implementing, maintaining, and monitoring those system components and processes, for the purpose of auditing and accountability.

f. Contractor shall provide MCCS artifacts related to audits upon request of the Contracting Officer or COR.

H.10 PRIVACY ACT NOTIFICATION (ACNH 0022 Jan 2008)

If applicable, the Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

H.11 SERVICE CONTRACT LABOR STANDARDS (PREVIOUSLY KNOWN AS SERVICE CONTRACT ACT) (ACNH 0002 AUG 2015) a. The Contractor is advised that this procurement is subject to the requirements of: (1) The Service Contract Labor Standards (SCLS) statute (41 U.S.C. §6701 et seq.) (Formerly the Service Contract Act of 1965). Attention is directed to the obligation of the Contractor under 41 U.S.C. §6707 (c). Any questions regarding these obligations should be directed to the Department of Labor (DoL). (2) Executive Order (EO) 13658, as implemented by 29 CFR part 10. The EO specifies the minimum wage rate to be paid to workers in performance of the Contract. Accordingly, the wage rates in each DoL Wage Determination (WD) listed below apply only if higher than the minimum wage rate required by the EO. Also, the fringe benefits set forth in the listed WD(s) remain applicable to this Contract regardless which wage rate is utilized. b. After award of the Contract, the Contractor agrees to provide to the Contracting Officer, upon request, a copy of any collective bargaining agreement applicable to employees performing under this Contract. c. Each contract (and solicitation specification therefor) subject to the SCLS statute is required by 41 U.S.C. §6703(5) to contain a statement of the rates that would be paid by the Federal entity to the various classes of service employees if 5 U.S.C. §5341 or 5 U.S.C. §5332 were applicable. d. The following required statement is attached for information only and provides the MCCS statement of rates that would be paid: (1) Statement of wage and fringe benefit rates applicable to Federal Employees pursuant to 5 U.S.C. §5341 or 5 U.S.C. §5332; (2) Contribution of five point one (5.1) percent of basic hourly rate for health and insurance programs; (3) Contribution of seven (7) percent of basic hourly rate for retirement; (4) Ten (10) paid holidays as follows: New Year's Day, Birthday of Martin Luther King, Jr., Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day; (5) Paid annual leave (vacation) is as follows:

H0119-H-0003 of 136

Years of Service Hours of Annual Leave Per Wk Less than three Two Three but less than fifteen Three Fifteen or more Four (6) Basic hourly rates by classification are as follows: Employee Class Basic Hourly Rate __________ __________ __________ __________ e. No services under this Contract covered by the SCLS statute may be performed in buildings or surroundings or under working conditions, provided by or under the control or supervision of the Contractor or any subcontractor, which are unsanitary or hazardous or dangerous to the health or safety of service employees engaged to provide the services. f. The Contractor and subcontractors shall, on the date a service employee begins work on this Contract, deliver to the employee a copy of this clause as provided in this Contract OR; post a notice of the required compensation in a prominent place at the worksite. g. Each WD listed below establishes the applicable minimum monetary wages and fringe benefits to be provided to Contractor employees performing services under this Contract, unless the minimum wage rate specified by EO 13658 applies OR as a Contractor you determine that you have a position that requires a specialty Wage Determination. Location WD# Revision# WD Date State/County

*** NOTE- SEE ATTACHMENT J-6 ________ ____ ________ __ ______ ____________ ________ ____ ________ __ ______ ____________ (1) Each WD will only be changed, as required, via execution of a contract modification by the Contracting Officer. (2) Each DoL WD is available electronically and may be found at www.wdol.gov. (3) If the Contractor is unable to obtain any WD incorporated by reference from the DoL site, the Contractor should request a copy from the Contracting Officer as identified elsewhere in this solicitation or Contract. (4) Note: To accurately retrieve the referenced WD from the DoL site, it is necessary to retrieve the correct revision as identified in the Contract. H.12 ESTABLISHING A MINIMUM WAGE FOR CONTRACTORS (ACNH 0040, NAFI 1034.1, 30 NOV 2016) a. This Contract is subject to Executive Order 13658, the regulations issued by the Secretary of Labor in 29 CFR part 10 pursuant to the Executive Order, and specifically to all the provisions set forth in Appendix A to 29 CFR part 10. The Contractor shall pay to workers, while performing in the United States, and performing on, or in connection with, this contract, the applicable minimum wage per the Executive Order. Accordingly, Appendix A is hereby incorporated by reference and has the same force and effect as if set forth in full in this

H0119-H-0003 of 136

Contract. The full text of the final rule, to include the regulations and clause “Establishing a Minimum Wage for Contractors” at 29 CFR part 10, is available at: < http://www.gpo.gov/fdsys/pkg/FR-2014-10-07/pdf/2014-23533.pdf >. b. The Contractor is responsible for subcontractor compliance with the requirements of this clause and may be held liable for unpaid wages due subcontractor workers. The Contractor shall include this clause, including this paragraph, in all subcontracts, regardless of dollar value, that are subject to Service Contract Labor Standards statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the Davis Bacon Act), and are to be performed in whole or in part in the United States. H.13 ESTABLISHING PAID SICK LEAVE FOR CONTRACTORS (ACNH 0051 21 DEC 2016) a. This contract is subject to Executive Order (EO) 13706 and to the regulations issued by the Secretary of Labor pursuant thereto at 29 CFR part 13 (Establishing Paid Sick Leave for Federal Contractors). 29 CFR part 13, Appendix A, is hereby incorporated by reference, having the same force and effect as if set forth in full in this contract. Refer to https://www.gpo.gov/fdsys/pkg/FR-2016-09-30/pdf/2016-22964.pdf b. The Contractor shall establish a sick leave policy in full compliance with the applicable provisions of EO 13706 and 29 CFR part 13. c. This clause applies to all subcontracts where EO 13706 and 29 CFR part 13 apply to the prime contract. Accordingly, the Contractor is responsible for subcontractor compliance with EO 13706, 29 CFR part 13, and the requirements of this clause. The Contractor shall include this clause, including this paragraph, in all subcontracts where applicable. d. The Contractor may be subject to penalties for noncompliance as described in 29 CFR §13.44. H.14 NONDISPLACEMENT OF QUALIFIED WORKERS (ACNH 0027 FEB 2014) a. Consistent with the efficient performance of this contract, the contractor and its subcontractors shall, except as otherwise provided herein, in good faith offer those employees (other than managerial and supervisory employees) employed under the predecessor contract whose employment will be terminated as a result of award of this contract or the expiration of the contract under which the employees were hired, a right of first refusal of employment under this contract in positions for which employees are qualified. The contractor and its subcontractors shall determine the number of employees necessary for efficient performance of this contract and may elect to employ fewer employees than the predecessor contractor employed in connection with performance of the work. Except as provided in paragraph b. below, there shall be no employment opening under this contract, and the contractor and any subcontractors shall not offer employment under this contract, to any person prior to having complied fully with this obligation. The contractor and its subcontractors shall make an express offer of employment to each employee as provided herein and shall state the time within which the employee must accept such offer, but in no case shall the period within which the employee must accept the offer of employment be less than 10 days. b. Notwithstanding the obligation under paragraph a. above, the contractor and any subcontractors (1) may employ under this contract any employee who has worked for the contractor or subcontractor for at least 3 months immediately preceding the commencement of this contract and who would otherwise face lay-off or discharge, (2) are not required to offer a right of first refusal to any employee(s) of the predecessor contractor who are not service employees within the meaning of the Service Contract Act of 1965, as amended, 41 U.S.C.

http://www.gpo.gov/fdsys/pkg/FR-2014-10-07/pdf/2014-23533.pdf

H0119-H-0003 of 136

357(b), and (3) are not required to offer a right of first refusal to any employee(s) of the predecessor contractor whom the contractor or any of its subcontractors reasonably believes, based on the particular employee's past performance, has failed to perform suitably on the job. c. The contractor shall, not less than 10 days before completion of this contract, furnish the Contracting Officer a certified list of the names of all service employees working under this contract and its subcontracts during the last month of contract performance. The list shall also contain anniversary dates of employment of each service employee under this contract and its predecessor contracts either with the current or predecessor contractors or their subcontractors. The Contracting Officer will provide the list to the successor contractor, and the list shall be provided on request to employees or their representatives. d. If it is determined, pursuant to regulations issued by the Secretary of Labor (Secretary), that the contractor or its subcontractors are not in compliance with the requirements of this clause or any regulation or order of the Secretary, appropriate sanctions may be imposed and remedies invoked against the contractor or its subcontractors, as provided in Executive Order (No.) 13495, the regulations, and relevant orders of the Secretary, or as otherwise provided by law. e. In every subcontract entered into in order to perform services under this contract, the contractor will include provisions that ensure that each subcontractor will honor the requirements of paragraphs a. through b. with respect to the employees of a predecessor subcontractor or subcontractors working under this contract, as well as of a predecessor contractor and its subcontractors. The subcontract shall also include provisions to ensure that the subcontractor will provide the contractor with the information about the employees of the subcontractor needed by the contractor to comply with paragraph c., above. The contractor will take such action with respect to any such subcontract as may be directed by the Secretary as a means of enforcing such provisions, including the imposition of sanctions for non-compliance: provided, however, that if the contractor, as a result of such direction, becomes involved in litigation with a subcontractor, or is threatened with such involvement, the contractor may request that the United States enter into such litigation to protect the interests of the United States. H.15 FORMER MCCS EMPLOYEE HIRING CONSIDERATION (ACNH 0027-A SEP 2015) At installations where these services being contracted are provided by direct-hire employees of MCCS, Contractor shall give former MCCS employees, displaced as a result of conversion to contract performance, the right of first consideration for employment openings in the contract in positions for which they are qualified. H.16 AFFIRMATIVE ACTION GOALS (ACNH 0011 DEC 2007) In reference to the Affirmative Action Compliance Requirements for Construction (GPC-055) contract clause, the current female goal is 6.9 percent. H.17 PRICE OR EQUITABLE ADJUSTMENT - CONTRACTOR'S PERSONNEL WAGES (ACNH 0043 SEP 2015) a. Contractor warrants that the commission rate(s) in this contract do not include any allowance for any contingency to cover increased costs for which adjustment is provided under this clause. b. Contract commission rate(s) will be adjusted to reflect the Contractor’s actual increase in applicable wages and fringe benefits to the extent that the increase is implemented after the effective date of this contract and made to comply with: (1) The Department of Labor Wage Determination on the anniversary date of the multiple year contract or at the beginning of an option period; or

H0119-H-0003 of 136

(2) An increased Wage Determination otherwise applied to this contract by operation of law. c. Provided, however, that the Contractor is not entitled to a price or equitable adjustment unless the increase in the applicable wages and fringe benefits, combined, results in a fifteen percent (15%) increase or more in any one (1) year or a total of twenty percent (20%) or more over a three (3) year period. d. Any adjustment will be limited to increases in wages and fringe benefits as described in paragraph b. of this clause and the accompanying increases in social security and unemployment taxes and workers’ compensation insurance, but shall not otherwise include any amount for general and administrative costs, overhead, profit, or compliance with generally-applicable laws, such as the Fair Labor Standards Act. e. Contractor shall notify the contracting officer of any increase claimed under this clause within sixty (60) days after receiving a new Wage Determination, unless this notification period is extended in writing by the Contracting Officer. f. Upon the contracting officer’s written request, Contractor will provide payroll records to support its request for a price or equitable adjustment, excluding Social Security number or other confidential employee information that may be protected by law. In the case where Contractor fails to provide such records within thirty (30) days, MR/MCCS shall have no further obligation under this clause ACNG 0043. Upon agreement of the parties on the amount of the price or equitable adjustment, the Contracting Officer will issue a written modification for the commission rate(s). H.18 JAPAN ONLY: LOGISTIC SUPPORT/PRIVILEGES- TECHNICAL REPRESENTATIVES (ACNH 0042 JAN 2015) a. Technical Representative status may be extended to U.S. citizen employees (not ordinarily resident Japan) necessary for the execution of this agreement under Article I (B), Status of Forces Agreement (SOFA), entitling entry into Japan pursuant to invitational orders as exempt personnel under the provisions of paragraph 4, Article IX, SOFA. The determination as to the granting of such status will be made by the appropriate Commander upon application of the Contractor. The presence of such technical representatives shall be subject to the U.S. Forces regulations and directives pertaining to civilian component personnel within the country. The following privileges will be extended IAW the current U.S. DOD Directives, Military Base Interservice Support Agreements, and the SOFA of 19 January 1960 (as amended) between the United States of America and the Government of Japan: (1) Entry into and exist from Japan as “exempt personnel.” (2) Duty-free import-export into and from Japan. (3) U.S. Customs exemptions under PL 89-436. (4) U.S. Customs exemptions under Tariff Act of 1930. (5) Base or Post Exchange (BX/PX), exchange service station, theater, and commissary, subject to Merchandise Control Directives to be administered through the office of information. (6) Laundry and dry cleaning facility use. (7) Military banking facility use.

H0119-H-0003 of 136

(8) Transient billeting facilities on a space-available basis, no to exceed three (3) days and three (3) nights. (9) Open mess (club) membership, as determined by each respective club. (10) Casualty assistance (mortuary services) on a reimbursable basis, as specified in local regulations. (11) Routine medical care to be provided on a reimbursable basis, IAW local regulations. (Additionally, employees other than U.S. citizens are entitled to emergency medical treatment at medical facilities for injuries incurred while performing their duties under this agreement. The Government will bill the Contractor and obtain reimbursement from the Contractor for any such treatment.) (12) Dental care is limited to relieve emergencies on a reimbursable basis. (13) DODDS Elementary and Secondary Education Facilities on a space available, tuition-paying basis. (14) Postal support, as authorized by local regulations and or similar Army and Navy postal regulations. (15) Local recreation services on a space available basis. (16) Armed Forces Recreation Center, on a space available basis. (17) Privately owned vehicle (POV) operator’s license. (18) Registration of POV. (19) Purchase of petroleum and oil products b. Whenever the word “reimbursable” is used in the above privileges, it means that the Contractor shall pay the U.S. Government for the services rendered and/or supplies utilized. Should CTO bill for such supplies or services, like amounts will be withheld for the Contractor’s monthly commission. c. The above privileges will be granted to U.S. citizen personnel so long as they are employed under this agreement (includes the employees hired with less than twelve (12) month remaining in this agreement). However, any violation of these privileges will be cause for immediate withdrawal of such privileges to all technical representative personnel under this agreement. d. It is agreed that withdrawal of any or all of these privileges for reasons cited in paragraph H-15a. above, will not affect nor constitute grounds for delay in or nonperformance of any portion of any agreement between the Contractor and the U.S. Government, nor will such action form the basis for any claim against the U.S. Government, based on the agreement or any portion thereof. e. Contractor’s vehicles shall meet and comply with applicable vehicle safety, licensing, insurance and health requirements as required by federal, state, local, Japanese and Installation regulations. The local COR will assist the Contractor in obtaining a waiver from the Installation to register multiple vehicles.

H0119-H-0003 of 136

I. SECTION I: CONTRACT CLAUSES I.1 DEFINITIONS (ACNI 0001-A MAY 2016) As used throughout this contract, the following terms shall have the meaning set out below: a. “MR" identifies the Business and Support Services Division, Headquarters, United States Marine Corps. "MCCS" identifies United States Marine Corps Community Services activities. Unless specified otherwise, the term "MCCS" or "NAFI" as used throughout the contract shall refer to both MR and MCCS. b. “Contract" identifies this contract or any modification thereto. c. “Contracting Officer" means a person authorized in writing to execute and administer the contract on behalf of MR and MCCS. It includes said contracting officer's successor or successors. (NOTE: Only the contracting officer may waive or change contract terms; impose additional contract requirements, issue cure, show cause, or termination notices; or render final decisions according to contract terms.) Other MCCS and government officials who are by virtue of their positions concerned with the administration and operation of this contract may take certain administrative actions in behalf of the contracting officer. These officials may conduct inspections, process and collect contract payments, make administrative decisions, and perform other duties of an administrative nature. All questions concerning the authority of other MCCS or government officials should be referred to the contracting officer. d. “Contractor” means the individual, partnership, corporation, or other entity which is a party to this contract and who is responsible for all actions, performance, and work thereunder, to include that of any subcontractor. e. “Agreement” means this Contract agreement, and all modifications, exhibits, schedules, appendices, attachments, renewals, and extensions thereto. f. “Appropriated Fund Activity,” means an Official US Government agency or activity that receives funding from Congress, as opposed to a Non-Appropriated Fund Activity. g. “Installation Commander” means the Commanding Officer who governs the Installation. h. “Government” means the United States of America, the Department of the Navy, The Marine Corps, and MCCS. i. “GOJ” means the Government of Japan. j. “Installation” or “Base” means the geographic areas subject to the control of the Installation Commander, including Government-owned housing and Government facilities inside or outside of the immediate or main base area. I.2 LEGAL STATUS (ACNI 0002 SEP 2014) Marine Corps Community Services (MCCS) activities are an integral part of the Department of Defense, and are a Non-Appropriated Fund Instrumentality (NAFI) of the United States Government. MCCS contracts are United States contracts; however, they do not obligate appropriated funds of the United States except for a judgment or compromise settlement in suits brought under provisions of the Contract Disputes Act (41 USC §601-613), in

H0119-H-0003 of 136

which event MCCS will reimburse the United States Government (31 USC §1304 [c]). MCCS procurement is governed by Department of Defense Instruction (DODI) 4105.67 available at http://www.dtic.mil/whs/directives/ and Marine Corps Order 7010.20 available at http://www.marines.mil/news/publications.aspx. (NOTE: The Federal Acquisition Regulation [FAR] published pursuant to the Office of Federal Procurement Policy Act of 1974, as amended, applies to procurements with appropriated funds. It does not apply to MCCS procurement except for those provisions of the FAR that have been administratively adopted by MCCS.) I.3 EXAMINATION OF RECORDS (ACNI 0003 MAR 2009)

a. This clause is applicable if the amount of this contract exceeds $10,000 and the contract was entered into by means of negotiation. The Contractor agrees that the Contracting Officer or his duly authorized representative shall have the right to examine and audit the books and records of the Contractor directly pertaining to the contract during the period of the contract and until the expiration of three (3) years after final payment under the contract.

b. The Contractor agrees to include clause "a" in all subcontracts hereunder which exceed $10,000.

I.4 OFFICIALS NOT TO BENEFIT (ACNI 0004 MAR 2009) No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. I.5 GRATUITIES (ACNI 0005 MAR 2009) a. The MR or MCCS may terminate the right of the Contractor to proceed if, after notice and hearing, the agency head or designee determines that the Contractor, its agent, or another representative— (1) Offered or gave a gratuity (i.e., entertainment or gift) to an officer, official, or employee of the MR or MCCS or Marine Corps; and (2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. b. If this contract is terminated per this clause, the MR or MCCS is entitled to pursue the same remedies as in a breach of the contract. I.6 ORAL REPRESENTATIONS (ACNI 0006 MAR 2009) This written contract includes the entire agreement between the parties. MR and MCCS will not be bound by any oral or written representation not included in the written contract or a change or amendments thereto. MR and MCCS will not be bound by any terms on Contractor forms or letter unless such terms are specifically agreed to and incorporated in the contract and signed by the Contracting Officer. I.7 CHANGES (ACNI 0007 APR 2012) The Contracting Officer may at any time, by a written order, make changes within the general scope of the contract, in any one or more of the following: (a) specifications (including drawings and designs); (b) time or place of delivery; (c) method or manner of performance of the work; (d) MR or MCCS furnished facilities, equipment, materials, services, or site; or (e) accelerating the performance of work. If any such change causes an increase or decrease in the cost of performing this contract, the Contracting Officer will make an equitable adjustment in the contract price and the contract will be modified in writing accordingly. Any claim by Contractor for adjustment under this clause must be asserted no later than 30 days from the date of receipt by

H0119-H-0003 of 136

the Contractor of the notification of change. Claims for constructive changes to the contract will not be considered. I.8 REPRESENTATIONS (ACNI 0008 MAR 2009) The Contractor shall not represent itself to be an agent or representative of MR, MCCS or any other agency or instrumentality of the United States. I.9 ADVERTISEMENTS (ACNI 0009 MAR 2009) The Contractor shall not represent in any manner, expressly or by implication, that items or services purchased or sold under this contract are approved or endorsed by any element of the U.S. Government. Any advertisement by the Contractor which refers to a military resale or MCCS activity will contain a statement that the advertisement was neither paid for nor sponsored, in whole or in part, by the particular activity. I.10 SUBCONTRACTING (ACNI 0010 MAR 2009) Contractor shall not subcontract any part of the work to be performed without the prior written consent of the Contracting Officer. Any subcontractor used in connection with this contract is the agent of the Contractor and not the agent of MR and MCCS. I.11 SUBCONTRACTS (LABOR STANDARDS) (ACNI 0010-a SEP 2014) a. The Contractor or subcontractor shall insert in any subcontracts the clauses entitled Construction Wage Rate Requirements (formerly known as Davis-Bacon Act), Contract Work Hours and Safety Standards Act-Overtime Compensation, Apprentices and Trainees, Payrolls and Basic Records, Compliance with Copeland Act Requirements, Withholding of Funds, Subcontracts (Labor Standards), Contract Termination-Debarment, Disputes Concerning Labor Standards, Compliance with Construction Wage Rate Requirements and Related Act Regulations, and Certification of Eligibility, and such other clauses as the Contracting Officer may, by appropriate instructions, require, and also a clause requiring subcontractors to include these clauses in any lower tier subcontracts. The Prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with all the contract clauses cited in this paragraph. b. (1) Within 14 days after award of the contract, the Contractor shall deliver to the Contracting Officer a completed Statement and Acknowledgment Form (Government Services Administration (GSA) SF 1413) for each subcontract, including the subcontractor's signed and dated acknowledgment that the clauses set forth in paragraph (a) of this clause have been included in the subcontract. (2) Within 14 days after the award of any subsequently awarded subcontract the Contractor shall deliver to the Contracting Officer an updated completed SF 1413 for such additional subcontract. I.12 ASSIGNMENT (ACNI 0011 MAR 2009) Contractor shall not assign its rights or delegate its obligations under this contract without the prior written consent of the Contracting Officer. I.13 REPRESENTATIVES (ACNI 0012 MAR 2009) Contractor is fully responsible for the actions of all contractor employees, agents, and representatives. Books and records of contractor representatives are subject to examination and audit under the Examination of Records clause of the contract.

H0119-H-0003 of 136

I.14 TAXES (REV GEN) (ACNI 0013-a JAN 2015) Contractor is responsible for determining the applicability of and for payment of all federal, state, host country, and local taxes applicable to the property, income, and transactions of Contractor arising out of, or in connection with the performance of this contract. The Contractor will not be reimbursed by MCCS for any direct or indirect tax imposed on it by reason of this contract or otherwise. Where state and local laws impose a sales tax on the sale of the item and/or service, the sales tax will be included in the price of the item and collected from the customer. I.15 PERMITS AND LICENSES (ACNI 0014 MAR 2009) Contractor shall, at his own expense, obtain all necessary permits, give all notices, pay all license fees and comply with all laws, rules, ordinances, and regulations relating to the preservation of the public health or applicable to the service or business carried on under this contract. The burden of determining applicability of licensing requirements, laws, ordinances, and regulations for Contractor and his employees rests with the Contractor. Offeror shall submit copies of all licenses, certifications, other, annually to the HQ COR and Contracting Officer for the contract file with the initial provided for review at Attachment J-16. I.16 NON-WAIVER OF DEFAULTS (ACNI 0015 MAR 2009) Any failure by MR and MCCS at any time or from time to time to enforce or require strict performance of any terms or conditions of this contract will not constitute waiver thereof and will not affect or impair such terms and conditions in any way or MR and MCCS' right at any time to avail itself of such remedies as it may have for breach or breaches of such terms and conditions. I.17 INDEMNIFY AND HOLD HARMLESS (ACNI 0016 MAR 2009)

a. Contractor shall indemnify, hold harmless and defend MR and MCCS and all other agencies and instrumentalities of the United States, their agents, representatives, employees and customers from any and all suits, judgments and claims, including those established by or pursuant to court decisions, to international agreements, or duly promulgated regulations of the United States Government, and all charges and expenses incident thereto which arise out of or in connection with:

(1) The alleged or established violation or infringement of any patent, license, copyright or

trademark rights asserted by any third party with regard to items or services provided by Contractor; (2) Loss, death, damage, or injury alleged or established to have arisen out of or in connection

with products, services, or equipment provided by Contractor, unless such loss, death, damage, or injury was caused by or resulted solely from the acts or omissions of MR, MCCS, its agents, representatives, or employees.

(3) Any loss, death, damage, or injury alleged or established to have arisen out of or in connection with any other acts or omissions of the Contractor, the Contractor's subcontractors, representatives, agents, or employees.

b. MR and MCCS will give Contractor notice and an Opportunity to defend.

I.18 INSURANCE (ACNI 0017 MAR 2009) The Contractor shall maintain, during any contract period, insurance coverage as stated in this contract, with insurance company (ies) acceptable to MR and MCCS. All liability insurance coverage will name the United States, MR, and MCCS as additional and several insureds for claims, demands, suits, judgments, costs, charges, and expenses arising out of or in connection with any loss, damage, or injury resulting from the negligence or other fault of Contractor, or Contractor's agents, representatives, or employees. I.19 WARRANTY (ACNI 0018 MAR 2009)

H0119-H-0003 of 136

Contractor warrants that: a. The items furnished shall be merchantable, and fit and sufficient for the use intended and are not

"seconds" as the term is normally understood in the trade. This warranty shall survive acceptance by MR and MCCS of the items and is in addition to other warranties of additional scope given by the Contractor to MR and MCCS.

b. The items or services furnished under this contract are covered by the most favorable warranties the

Contractor gives to any customer for such items or services and that the rights and remedies provided in the Contractor's warranties are in addition to and do not limit any rights afforded to MR and MCCS by any other clause of this contract.

c. Where applicable, the items furnished under this contract have been manufactured in accordance

with Underwriter's Laboratories, Inc. (UL) standards, or if manufactured overseas, the overseas equivalent of UL and the applicable item and/or component items carry the appropriate UL or overseas equivalent Seal of Approval.

d. Items, packing, and packaging provided will comply with all contract terms and with all laws, rules, and regulations applicable to delivery for domestic resale. Contractor shall comply with the Magnuson-Moss Warranty Act on all sales to MR and MCCS.

I.20 ITEM SUBSTITUTION AND VARIATION IN QUANTITY (ACNI 0019 MAR 2009) No substitution or variation in the quantity of any item called for by this contract will be accepted unless authorized by the Contracting Officer. I.21 NON-EXCLUSIVE CONTRACT (ACNI 0020 MAR 2009) Unless specified elsewhere, this contract does not establish Contractor as the sole supplier of goods or services to be provided on this military installation. I.22 INSPECTION AND ACCEPTANCE (ACNI 0021 MAR 2009) Inspection and acceptance shall be made by MR and MCCS as stated in this contract, including:

a. The Contractor shall maintain an in-process and end-item quantity control program to ensure shipments to MR and MCCS do not include defective/nonconforming items.

b. Inspection and acceptance shall not be conclusive with respect to latent defects or fraud, or with

respect to MR and MCCS rights under the warranty provisions contained herein. c. In case any supplies or services are defective in material or workmanship, or are otherwise not in

conformity with the requirements of this contract, MR and MCCS shall have the right to reject such supplies or services, or to require replacement or correction. Rejected supplies shall be removed by and at the expense of the Contractor promptly after notice. If required by MR or MCCS, the Contractor, after notice of defect or non-conformance, shall with all possible speed, correct or replace the defective or non-conforming supplies or services, or any part thereof. When such rejection, correction, or replacement requires transportation of the supplies or part thereof, all shipping and administrative costs to and from the Contractor's plant shall also be borne by the Contractor.

d. In the event the Contractor is unable to replace/reperform products/services and the Contractor refunds the purchase price, the Contractor shall be liable to MR and MCCS for the additional costs of reprocurement (if any).

H0119-H-0003 of 136

e. The provisions of this clause do not affect the rights or obligations of either party, as they may be provided for in other portions of this contract or otherwise under applicable law.

I.23 INVOICING AND PAYMENT (ACNI 0022 MAR 2009) a. Invoicing Instructions. In order to be considered proper invoices for purposes of the Prompt Payment Act, invoices must be submitted as follows: (1) Contractor must prepare a separate numbered invoice for each order or part of an order. Do not consolidate multiple purchase orders on one invoice. Additionally, when partial shipments are authorized, use a separate invoice. Do not duplicate an invoice number used for prior billings. (2) Invoices must be issued by the company whose name is on the contract/order (unless otherwise authorized by Contracting Officer) and must contain the following minimum information to enable timely payment: (a) Name of Contractor. (b) Invoice date. This cannot be a date earlier than the ship date required by the contract. In the event that the invoice date is a date earlier than the required ship date, MR and MCCS retains the right either to return the improper invoice to the Contractor for correction or to change the invoice date to be the required ship date. In the event that an improper invoice is returned to a Contractor because the date on the invoice is earlier than the required ship date or because the invoice is improper for any other reason, the invoice date, for purposes of prompt payment discounts, will be considered to be the date of receipt of the corrected, proper invoice. (c) Contract number. (d) Item description and quantity shipped/delivered. (e) Contract/order line item number (CLIN), item cost, and total. (f) Shipping and discount terms, including prompt payment discounts, and special allowance(s) if included in the contract. Prompt payment discounts and special allowances must be shown on the invoice using percentage figures only. Do not deduct any of these from the item cost or from the invoice total. (g) "Ship To" address as shown on order or contract. (h) Freight charges (on FOB origin shipments). (i) Name, title and phone number of Contractor's contact person. (j) Complete "remit to" mailing address on the invoice to indicate where Contractor's payment is to be sent. This address must be the same address as on the contract unless in accordance with paragraph b.(8) below. (3) Correcting invoices and credit memos must be marked as such and must cross-reference the corrected invoice. b. Payment (1) A proper invoice is an invoice which contains all of the information/documentation specified in paragraph a.(2) above, and is sent to the address specified in the contract for the designated MR or MCCS paying office. Improper invoices may be returned without payment to the Contractor. (2) The net payment date for MR and MCCS contracts is established at 30 days after receipt of a proper invoice. Discounts for prompt payment, if included in the contract, will be applied as follows:

H0119-H-0003 of 136

(a) If the contract or purchase order specifies a prompt payment discount period of less than 30 days, the discount will be taken if payment can be made within the stated period otherwise the net payment will be due 30 days after receipt of a proper invoice. (b) If the contract or purchase order specifies a prompt payment discount period of 30 days or more, the discount will be taken if payment can be made within the stated period otherwise the net payment will be due 30 days after the prompt payment discount period ends. (c) If the contract fails to specify any prompt payment discount, then net payment will be due 30 days after receipt of a proper invoice. (3) In the event that a prompt payment discount, or other special discounts or allowances specified on Contractor's invoice are better than that specified in the contract or purchase order, MR or MCCS may take the more favorable discounts and/or allowances. (4) For the purpose of determining whether payment is timely made by MR or MCCS, a "day" is counted for each calendar day. When payments fall due on Saturday, Sunday or legal Federal holidays, payments made the following business day will not incur late payment interest penalties. (5) A discount for prompt payment can be taken by MR or MCCS if the discounted payment is made within the discount period specified. The prompt payment discount period begins to run on the date of the invoice. Computation of the period for prompt payment discounts begins with the date of invoice; computation for net payment begins with receipt of a proper invoice. (6) Payment is made: (a) the date a check for payment is dated. (b) the date an electronic fund transfer is received, regardless of the date the financial institution posts the transfer. (c) the date a withholding authorized by the contract is initiated by MR or MCCS. (7) Payment will be made by mailing a check to the address shown on the contract, unless the Contractor provided a different "remit to" address to the Contracting Officer at the time the terms were negotiated or the contract was issued. (a) If a Contractor wishes to change the address (e.g., street, P.O. box, city/state) to which payment should be sent or wishes its payments to also reflect a factor's name and be sent to the factor's address, the request must be in writing, signed by a responsible official of the Contractor, and submitted to the Contracting Officer. All such requests must clearly establish which division or subsidiary of a corporation such changes apply to and the address which is superseded by the changes. These changes will become effective on the date determined by MR or MCCS, normally 30 days after approval. Changes will be done on an accommodation basis only, with the understanding that no legal obligation is imposed on MR or MCCS for failure to make payment to the new payee/address. (b) Any request by the Contractor to change the name shown on the contract or to delegate its obligation under the contract must be sent to the Contracting Officer. (8) Any questions or inquiries concerning invoice payments should be directed to the MR or MCCS paying office designated on the contract. (9) Any interest penalties due to Contractors will be computed in accordance with the Prompt Payment Act, 31 U.S.C. 3901-3906, as amended.

H0119-H-0003 of 136

I.24 WITHHOLDING (ACNI 0023 MAR 2009)

MR or MCCS may withhold payment for:

a. Amounts due or creditable to MR or MCCS under this contract, e.g., returns, damages.

b. Amounts otherwise due or creditable to MR or MCCS. Any dispute will be processed under the Disputes clause of this contract unless it became due pursuant to another contract which included a Disputes clause. I.25 DISPUTES (EXCHANGE) (ACNI 0039)

a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. §601-613). Except as provided in the Act, all disputes arising under or relating to this contract will be resolved under this clause.

b. “Claim" as used in this clause means a written demand or written assertion by one of the contracting

parties seeking the payment of money in a sum certain or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause.

c. Contractor must submit any request for monetary or other relief relating to this contract in writing to

the Contracting Officer. The request must specify the amount of money or the other relief requested and include all supporting data. In addition, with the request or any amendment thereto, Contractor must submit a signed certificate reading as follows:

"I certify that this request and any ensuing claim are made in good faith, that the supporting data are

accurate and complete to the best of my knowledge and belief, and that any amount requested accurately reflects the amount for which Contractor believes MR or MCCS is liable.

_________________________________________________________ (Signature of Individual Authorized to Bind Contractor)"

(NOTE: SUBMISSION OF FALSE CLAIMS IS A VIOLATION OF FEDERAL LAW AND MAY RESULT IN CIVIL AND OR CRIMINAL PENALTIES).

d. Contractor’s request for payment of money or other relief is not a "claim" until: (1) A written request has been received by the Contracting Officer complying fully with subparagraph

“c” above, (2) A dispute arises between the parties after a reasonable time for review and disposition, and (3) Contractor requests the Contracting Officer to issue a final decision.

e. Contractor’s request for a contract modification or for relief that is discretionary with the Contracting Officer will not be considered a "claim."

f. All disputed claims relating to this contract will be decided by the Contracting Officer, who will issue a

written Final Decision and mail or otherwise furnish a copy thereof to Contractor. The Contracting Officer's decision will be final and conclusive unless:

(1) Within 90 days from the date of Contractor's receipt of the Contracting Officer's Final Decision, Contractor mails or otherwise furnishes the Contracting Officer a written appeal (two copies) addressed to the Armed Services Board of Contract Appeals (ASBCA); or

(2) Within 12 months from the date of Contractor's receipt of the Contracting Officer's Final Decision, Contractor brings an action in the United States Court of Federal Claims.

H0119-H-0003 of 136

g. The decision of the ASBCA is final and conclusive except:

(1) Contractor may appeal such a decision to the United States Court of Appeals for the Federal Circuit within 120 days of receipt of a copy of the decision of the ASBCA.

(2) MR or MCCS may transmit the decision of the ASBCA to the United States Court of Appeals for the Federal Circuit for judicial review within 120 days from the date of MR or MCCS' receipt of a copy of the decision of the ASBCA.

(3) ASBCA decisions made under the Board's small claims (expedited) procedures ($50,000 or less) may be set aside only in case of fraud. In all other cases, the ASBCA decisions on questions of fact may be set aside only where the decisions are fraudulent, arbitrary, capricious, or so grossly erroneous as to necessarily imply bad faith, or if such decisions are not supported by substantial evidence. The decisions of the ASBCA on any questions of law will not be final or conclusive as to the United States Court of Appeals for the Federal Circuit.

h. Pending final resolution on any request for relief, disputed claim, appeal, or action, related to this

contract, Contractor will proceed diligently with the performance of this contract and will comply with the Contracting Officer's decisions.

i. If Contractor cannot support any part of its claim as a result of fraud or misrepresentation of fact,

then, in addition to other remedies or penalties provided for by law, Contractor will pay MR or MCCS an amount equal to the unsupported part of the claim plus all MR or MCCS costs attributable to reviewing that part of the claim. I.26 CONTRACTOR LIABILITY (ACNI 0025 MAR 2009) a. Except as set out specifically elsewhere in the contract, Contractor shall be liable for costs to MR, MCCS and other agencies of the United States associated with termination for default, rejection of items, and breach of warranty, in addition to reimbursement of payment of the purchase price and reprocurement costs. b. Contractor will not be liable for damages if the failure to perform arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. In such case, Contractor shall provide prompt written notice to the Contracting Officer; the Contracting Officer, at his option may accept late, partial, or substituted performance, or may terminate the contract in whole or in part effective immediately upon receipt of written notice by Contractor. I.27 TERMINATION - CONCESSION (ACNI 0026-D SEP 2015)

a. This contract ends on its expiration date or the expiration date of any extensions thereto. The expiration date is the conclusion of the last day of the period of performance stablished at the time of award, renewal, or any other extension, after execution by the Contracting Officer. b. Mutual Termination. This contract may be terminated by mutual agreement of both MR or MCCS and the Contractor at any time by contract modification. c. Termination for Default (1) Contracting officer may terminate this contract for default upon the failure of the Contractor to comply with this contract including, but not limited to the following:

H0119-H-0003 of 136

(a) Failure to pay required commissions, utilities, or other payments required by the contract including failure to pay such required amounts on time. (b) Failure to operate under the Contract as described and authorized. (c) Failure to maintain required insurance; allow inspections and audits; comply with and abide by fire, safety, health and security laws and regulations; comply with environmental requirements; or engaging in unlawful discriminatory practices. (d) Failure to diligently prosecute work required hereunder resulting in a facility not being ready to open on time. (2) Before a determination is made to terminate this contract for Contractor default, the Contracting Officer will provide a reasonable period to cure defects if circumstances and the nature of the default allow such a cure period. The reasonable time period for curing the default will be communicated to the Contractor in MR/MCCS’s written notice to Contractor of such default. (3) In the event this contract is terminated for default for nonpayment, MR/MCCS has the right, without notice to seize equipment, except for property that is trademarked or proprietary to Contractor, and dispose of same by public or private sale to satisfy the costs of that sale and the debt owed to MR/MCCS. (4) In the event MR/MCCS terminates this contract in whole or in part as provided for this clause, MR/MCCS may procure, upon such terms and in such manner as the contracting officer may deem appropriate, supplies or services similar to those so terminated. In addition to all other remedies or relief available to MR/MCCS, pursuant to this contract or as otherwise provided by law, Contractor shall be liable for lost commissions and additional costs suffered by MR/MCCS as a result of Contractor’s default; provided, however, that (i) MR/MCCS will make reasonable and good faith efforts to mitigate such lost commissions and additional costs, and (ii) Contractor will not be liable until after any adjudication of disputes as outlined in this contract. (5) In the event MR/MCCS terminates this Contract for default in whole or in part as provided in this clause and following any adjudication of disputes as outlined in this contract, MR/MCCS is not liable to the Contractor for the value of any capital investments made to enable the Contractor to perform the concession. d. Termination for Convenience (1) By written notice at any time, Contracting Officer may terminate this contract for convenience, in whole or in part, when it is considered to be in the best interest of MR/MCCS. (2) If this contract is terminated by MR/MCCS for convenience before the ending date of the contract, then the Contractor shall be paid an equitable adjustment to compensate for such termination. MR/MCCS shall not be liable for any anticipatory profits or costs incurred subsequent to Contractor’s receipt of a written termination notice from MR/MCCS, where such costs reasonably could have been avoided; provided, however, MR/MCCS’s payment to Contractor shall include reimbursement to Contractor for costs incurred by the Contractor that Contractor can reasonably demonstrate to the satisfaction of MR/MCCS using Contractor’s standard record keeping system. If the Contractor’s settlement costs are based in part on undepreciated capital investments, the limit of MR/MCCS liability respecting such capital costs, shall be based on a straight line depreciation of such costs over the initial term of the contract. (3) If the Contractor is required to make additional facility investments as a condition for exercise of any renewal, and the contract is terminated at MR/MCCS’s convenience before expiration of the renewal, the limit of MR/MCCS’s liability respecting such capital costs shall be based on a straight line depreciation of such costs over the renewal period. Contractor shall submit its settlement costs to the contracting office no later than sixty (60) days after termination of the contract.

H0119-H-0003 of 136

(4) MR/MCCS will make the equitable adjustment payment pursuant to this subsection (4) within sixty (60) days after Contractor submits its settlement costs to the contracting officer. Failure to agree to settlement costs shall be a dispute concerning a question of fact within the dispute clause of this contract. I.28 REQUESTS FOR MONETARY OR OTHER RELIEF (ACNI 0027 MAR 2009) No claim by Contractor may be considered unless submitted in writing to the Contracting Officer within 90 days after termination of performance under the contract; however, this clause will not extend the period for filing claims which is further limited by another clause of the contract. I.29 NOTIFICATION OF DEBARMENT OR SUSPENSION STATUS (ACNI 0028 MAR 2009) The Contractor shall provide immediate notice to the Contracting Officer in the event of being suspended, debarred or declared ineligible by any Federal Department or Agency, or upon receipt of a notice of proposed debarment from another DoD Agency, during the performance of this contract. I.30 EQUAL EMPLOYMENT OPPORTUNITY (ACNI 0029 MAR 2009) a. The Contractor agrees to comply with regulations of the Department of Labor contained in Title 41, Code of Federal Regulations, Chapter 60, which are incorporated herein by reference. b. A contract award in the amount of $10,000 or more shall not be made unless the Contractor, and each first-tier subcontractor which will receive a subcontract of $10,000 or more, are found on the basis of a review to be in compliance with the Equal Employment Opportunity regulations of the Department of Labor. I.31 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (ACNI 0030 MAR 2009) If this contract equals or exceeds $10,000, and is not otherwise exempt, the Contractor agrees to comply with the regulations of the Department of Labor and the Office of Federal Contract Compliance Program, and the Affirmative Action clause as set out in Title 41, Code of Federal Regulations, Part 60-250, which are incorporated herein by reference. I.32 VETS-4212 Federal Contractor Reporting (ACNI 0099 Aug 2015) Contractor shall comply with reporting requirements of 38 U.S.C. 4212(d) for VETS-4212 Federal Contractor Reporting. Refer to http://www.dol.gov/vets/vets4212.htm. I.33 AFFIRMATIVE ACTION AND NONDISCRIMINATION FOR WORKERS WITH DISABILITIES (ACNI 0031 MAR 2009) If the contract amount equals or exceeds $10,000, and is not otherwise exempt, the Contractor agrees to comply with the regulations of the Department of Labor and the Affirmative Action clause as set forth in Title 41, Code of Federal Regulations, Part 60-741, which are incorporated herein by reference. I.34 CONVICT LABOR (ACNI 0032 MAR 2009) Except as provided in 48 CFR 5222-3, the Contractor shall not employ in the performance of this contract any person undergoing a sentence of imprisonment.

http://www.dol.gov/vets/vets4212.htm

H0119-H-0003 of 136

I.35 DRUG-FREE WORK PLACE (ACNI 0033 MAR 2009) To the extent applicable, the Contractor will comply with the requirements of the Drug Free Workplace Act of 1988 (41 USC sec. 701, Pub. L. 100-690, as amended). I.36 ACCIDENT PREVENTION, FIRE PROTECTION, AND SANITATION (ACNI 0034 MAR 2009) If this contract is performed in whole or in part on premises owned or under the control of the United States Government, MR, or MCCS, the Contractor shall conform to all safety regulations and requirements concerning such premises in effect any time during the performance of the contract and take all necessary steps and precautions to prevent accidents. Any violation of safety regulations, unless immediately corrected as directed by the Contracting Officer, shall be grounds for termination of the contract under the "Termination For Default" clause. I.37 ACNI 0034-A ACCIDENT PREVENTION - CONSTRUCTION (SEP 2015) a. Contractor shall provide and maintain work environments and procedures, which will safeguard the public and Government personnel, property, materials, supplies, and equipment, exposed to operations and activities; avoid interruptions of Government operations and delays in project completion dates; and control costs in performance of this contract. For these purposes, Contractor shall: (1) Provide appropriate safety barricades, signs, and signal lights while performing work, which includes construction or renovation. (2) Contractor shall comply with all pertinent provisions of the U.S. Army Corps of Engineers Safety and Health Requirements Manual, EM 385-1-1 in effect at the time of contract award. (3) As the contracting officer becomes aware of any noncompliance with these requirements or any condition which poses a serious or imminent danger to the health or safety of the public or Government personnel, the contracting officer will notify the Contractor orally, with written confirmation, and request immediate initiation of corrective action. This notice, when delivered to the Contractor or to the Contractor’s representative at the work site shall be deemed sufficient notice of the noncompliance and that corrective action is required. After receiving this notice, the Contractor shall immediately take corrective action. If the Contractor fails or refuses to promptly take corrective action, the contracting officer may issue an order stopping all or part of the work until satisfactory corrective action has been taken. The Contractor shall not be entitled to any equitable adjustments of the Contract price or extension of the performance schedule on any stop work order issued under this clause. b. Contractor shall insert this clause in its entirety, with appropriate changes in the designation of the parties, in subcontracts. I.38 RESTRICTIONS ON PURCHASES OF FOREIGN GOODS (ACNI 0037 MAR 2009) a. Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR Chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States. b. Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at http://www.treas.gov/offices/enforcement/ofac/sdn. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at http://www.treas.gov/offices/enforcement/ofac.

H0119-H-0003 of 136

c. The Contractor shall insert this clause, including this paragraph c., in all subcontracts. I.39 COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS ONLY) (ACNI 0095 JAN 2015) a. The Contractor will comply with all – (1) Local laws, regulations, and labor union agreements governing work hours; and (2) Labor regulations including collective bargaining agreements, workers’ compensation, working conditions, fringe benefits, and labor contract matters. b. The Contractor indemnifies and holds harmless MCCS and the United States Government from all claims arising out of the requirements of this clause. This indemnity includes the Contractor’s obligation to handle and settle, without cost to MCCS or the United States Government, any claims or litigation concerning allegations that the Contractor, MCCS or the United States Government, or both have not fully complied with local labor laws or regulations relating to the performance of work required by this contract. I.40 CONCILIATION (APPLICABLE TO JAPANESE FIRMS ONLY) (ACNI 0096 JAN 2015) Except as otherwise provided in this contract, disagreements arising under this contract which are not resolved by the parties to this contract may be submitted to the United States-Japan Joint Committee for conciliation in accordance with paragraph 10, Article XVIII, of the Status of Forces Agreement under Article VI of the Treaty of Mutual Cooperation and Security between Japan and United States of America. Requests by the Contractor for conciliation will be made in accordance with the following procedures: a. In the event the Contractor desires conciliation after the decision of the Senior Contracting Officer has been served upon it, it will first file its appeal from such findings of fact with the appropriate authority in accordance with the Clause of this contract entitled DISPUTES, and within the time limits described therein before filing a request the appellate authority under the Clause of this contract entitled DISPUTES, to suspend its action on its appeal until such time as the Joint Committee has had an opportunity for effecting conciliation. b. The request for conciliation will be submitted by the Contractor through the nearest local Japanese Defense Facilities Administration Bureau, to the Contract Conciliation Panel of the Joint Committee. Upon the filling of the request with the Joint Committee, the Contractor will immediately notify the Senior Contracting Officer in writing that the request for conciliation has been filed. c. In the event the disagreement submitted to the Committee under subparagraph B above has been resolved through conciliation, and it will be the responsibility of the Contractor to notify the appellate authority designated in the Clause of this contract entitled DISPUTES, of the settlement of the dispute and to withdraw its appeal. d. In the event the Contractor, which has submitted a request for conciliation to the Joint Committee, desires that action by the appropriate authority under the Clause of this contract entitled DISPUTES, be resumed on its appeal, it is the Contractor’s responsibility to request the authority in writing. The Joint Committee will be immediately informed by the Contractor of its action taken hereunder. e. No request for conciliation can be submitted to the Joint Committee in the case of a dispute upon which the final decision of the appropriate authority under the Clause of this contract entitled Disputes, has been rendered. Pending the hearing of the conciliation panel the Contractor will proceed diligently with the performance of the contract and in accordance with the Senior Contracting Officer’s decision. The provisions of this clause will not prejudice rights which the parties to the contract may have to file a civil suit.

H0119-H-0003 of 136

I.41 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF CONTRACT (ACNI 0057 NOV 2007) In the event of inconsistency between any terms of this contract and any translation thereof into another language, the English language meaning shall control. I.42 DISPUTES CONCERNING LABOR STANDARDS (ACNI 0040 SEP 2014) The United States Department of Labor has set forth in 29 CFR Parts 5, 6, and 7 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract. Disputes within the meaning of this clause include disputes between the Contractor (and any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. I.43 CONTRACT TERMINATION - DEBARMENT (ACNI 0041 SEP 2015) A breach of the contract clauses entitled Construction Wage Rate Requirements Act (previously known as Davis-Bacon Act), Contract Work Hours and Safety Standards Act―Overtime Compensation, Apprentices and Trainees, Payrolls and Basic Records, Compliance with Copeland Act Requirements, Subcontracts (Labor Standards), Compliance with Construction Wage Rate Requirements (previously known as Davis-Bacon) and Related Act Regulations, or Certification of Eligibility may be grounds for termination of the contract and for debarment as a Contractor and subcontractor. I.44 PROTECTING THE MR OR MCCS’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT (ACNI 0042 SEP 2014)

a. The Government suspends or debars Contractors to protect the Government/MR or MCCS's interests. The Contractor shall not enter into any subcontract in excess of $25,000 with a Contractor that is debarred, suspended, or proposed for debarment unless there is a compelling reason to do so. b. The Contractor shall require each proposed first-tier subcontractor, whose subcontract will exceed $25,000, to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. c. A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred, suspended, or proposed for debarment (refer to www.sam.gov for information on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs and refer). The notice must include the following: (1) The name of the subcontractor. (2) The Contractor's knowledge of the reasons for the subcontractor being on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs. (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs. (4) The systems and procedures the Contractor has established to ensure that it is fully protecting the NAFI's interests when dealing with such subcontractor in view of the specific basis for the party's debarment, suspension, or proposed debarment. I.45 INSPECTION OF CONSTRUCTION (ACNI 0021-a SEP 2014) a. Definition. "Work" includes, but is not limited to materials, workmanship, and manufacture and fabrication of components.

H0119-H-0003 of 136

b. The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under this contract conforms to contract requirements. The Contractor shall maintain complete inspection records and make them available to the MR or MCCS. All work shall be conducted under the general direction of the Contracting Officer and is subject to MR or MCCS inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the contract. c. MR or MCCS inspections and tests are for the sole benefit of the MR or MCCS and do not- (1) Relieve the Contractor of responsibility for providing adequate quality control measures; (2) Relieve the Contractor of responsibility for damage to or loss of the material before acceptance. (3) Constitute or imply acceptance; or (4) Affect the continuing rights of the MR or MCCS after acceptance of the completed work. d. The presence or absence of a MR or MCCS or Government inspector does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the specification without the Contracting Officer's written authorization. e. The Contractor shall promptly furnish, without additional charge, all facilities, labor, and material reasonable needed for performing such safe and convenient inspections and tests as may be required by the Contracting Officer. The MR or MCCS may charge to the Contractor any additional cost of inspection or test when work is not ready at the time specified by the Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. The MR or MCCS shall perform all inspections and tests in a manner that will not unnecessarily delay the work. Special, full size, and performance tests shall be performed as described in the contract. f. The Contractor shall, without charge, replace or correct work found by the MR or MCCS not to conform to contract requirements, unless in the public interest the MR or MCCS consents to accept the work with an appropriate adjustment in contract price. The Contractor shall promptly segregate and remove rejected material from the premises. I.46 COVENANT AGAINST CONTINGENT FEES (ACNI 0044 SEP 2014) The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business. For breach or violation of this warranty the MR or MCCS shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. I.47 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (ACNI 0045 SEP 2014) The Contractor will be required to (a) commence work under this contract within seven calendar days (unless otherwise specified within this contract) after the date of receipt by him of notice to proceed, (b) to prosecute work diligently, and (c) to complete the entire work, ready for use not later than the time specified in the terms of the contract. The time stated for completion shall include final clean-up of the premises. I.48 TIME EXTENSIONS (ACNI 0046 SEP 2014) Time extensions for contract changes will depend upon the extent, if any, by which the changes cause delay in the completion of the various elements of construction. The change order granting the time extension may

H0119-H-0003 of 136

provide that the contract completion date will be extended only for those specific elements related to the changed work and that the remaining contract completion dates for all other portions of the work will not be altered. The change order also may provide an equitable readjustment of liquidated damages under the new completion schedule. I.49 NOTICE TO THE MR OR MCCS OF LABOR DISPUTES (ACNI 0047 NOV 2007) a. If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice, including all relevant information, to the Contracting Officer. b. The Contractor agrees to insert the substance of this clause, including this paragraph b., in any subcontract to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcontractor shall immediately notify the next higher tier subcontractor or the prime Contractor, as the case may be, of all relevant information with respect to such dispute. I.50 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT―OVERTIME COMPENSATION (ACNI 0048 SEP 2015) a. Overtime requirements. No Contractor or subcontractor employing laborers or mechanics shall require or permit them to work over 40 hours in any work week unless they are paid at least 1 and 1/2 times the basic rate of pay for each hour worked over 40 hours. b. Violation; liability for unpaid wages; liquidated damages. The responsible Contractor and subcontractor are liable for unpaid wages if they violate the terms in paragraph a. of this clause. In addition, the Contractor and subcontractor are liable for liquidated damages payable to the MR or MCCS. The Contracting Officer will assess liquidated damages at the rate of $10 per affected employee for each calendar day on which the employer required or permitted the employee to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the Contract Work Hours and Safety Standards Act. c. Withholding for unpaid wages and liquidated damages. The Contracting Officer will withhold from payments due under the contract sufficient funds required to satisfy any Contractor or subcontractor liabilities for unpaid wages and liquidated damages. If amounts withheld under the contract are insufficient to satisfy Contractor or subcontractor liabilities, the Contracting Officer will withhold payments from other Federal or Federally assisted contracts held by the same Contractor that are subject to the Contract Work Hours and Safety Standards Act. d. Payrolls and basic records. (1) The Contractor and its subcontractors shall maintain payrolls and basic payroll records for all laborers and mechanics working on the contract during the contract and shall make them available to the MR or MCCS until 3 years after contract completion. The records shall contain the name and address of each employee, social security number, labor classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. The records need not duplicate those required for construction work by Department of Labor regulations at 29 CFR 5.5(a)(3) implementing the Construction Wage Rate Requirements statute (previously known as Davis Bacon Act). (2) The Contractor and its subcontractors shall allow authorized representatives of the Contracting Officer or the Department of Labor to inspect, copy, or transcribe records maintained under paragraph d.(1) of this

H0119-H-0003 of 136

clause. The Contractor or subcontractor also shall allow authorized representatives of the Contracting Officer or Department of Labor to interview employees in the workplace during working hours. e. Subcontracts. The Contractor shall insert the provisions set forth in paragraphs a. through d. of this clause in subcontracts exceeding $100,000 and require subcontractors to include these provisions in any lower-tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower-tier subcontractor with the provisions set forth in paragraphs a. through d. of this clause. I.51 CONSTRUCTION WAGE RATE REQUIREMENTS (PREVIOUSLY KNOWN AS DAVIS-BACON ACT) (ACNI 0049 SEP 2015) a. All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Construction Wage Rate Requirements statute on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph d. of this clause; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such period. Such laborers and mechanics shall be paid not less than the appropriate wage rate and fringe benefits in the wage determination for the classification of work actually performed, without regard to skill, except as provided in the clause entitled Apprentices and Trainees. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph b. of this clause) and the Construction Wage Rate Requirements (Davis-Bacon Act) poster (WH-1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. (1) The Contracting Officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when all the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination. (ii) The classification is utilized in the area by the construction industry. (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (iv) With respect to helpers, such a classification prevails in the area in which the work is performed. (2) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits, where appropriate), a report of the action taken shall be sent by the Contracting Officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator or an authorized representative will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the

H0119-H-0003 of 136

Contracting Officer or will notify the Contracting Officer within the 30-day period that additional time is necessary. (3) In the event the Contractor, the laborers or mechanics to be employed in the classification, or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator of the Wage and Hour Division for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advice the Contracting Officer or will notify the Contracting Officer within the 30-day period that additional time is necessary. (4) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs b.(2) and b.(3) of this clause shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. c. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit, which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. d. If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program; provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Construction Wage Rate Requirements statute have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. I.52 PAYROLL AND BASIC RECORDS (ACNI 0050 SEP 2015) a. Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of 3 years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Construction Wage Rate Requirements statute (previously known as Davis-Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under paragraph d. of the clause entitled Construction Wage Rate Requirements, that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Construction Wage Rate Requirements statute, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. b. (1) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Contracting Officer. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under paragraph a. of this clause. This information may be submitted in any form desired. Optional Form WH-347 (Federal Stock Number 029-005-00014-1) is available for this purpose and may be purchased from the Superintendent of Documents, U.S. Government Printing Office,

H0119-H-0003 of 136

Washington, DC 20402. The Prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify― (i) That the payroll for the payroll period contains the information required to be maintained under paragraph a. of this clause and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions; and (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by subparagraph b.(2) of this clause. (4) The falsification of any of the certifications in this clause may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code. c. The Contractor or subcontractor shall make the records required under paragraph a. of this clause available for inspection, copying, or transcription by the Contracting Officer or authorized representatives of the Contracting Officer or the Department of Labor. The Contractor or subcontractor shall permit the Contracting Officer or representatives of the Contracting Officer or the Department of Labor to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit required records or to make them available, the Contracting Officer may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action. I.53 COMPLIANCE WITH COPELAND ACT REQUIREMENTS (ACNI 0052 NOV 2007) The Contractor shall comply with the requirements of 29 CFR Part 3, which are hereby incorporated by reference in this contract. I.54 COMPLIANCE WITH CONSTRUCTION WAGE REQUIREMENTS (PREVIOUSLY KNOWN AS DAVIS BACON ACT) AND RELATED REGULATIONS (ACNI 0053 NOV 2007) All rulings and interpretations of the Construction Wage Rate Requirements (previously known as Davis-Bacon) and Related Regulations contained in 29 CFR Parts 1, 3, and 5 are hereby incorporated by reference in this contract. I.55 PROHIBITION OF SEGREGATED FACILITIES (ACNI 0055 NOV 2007) a. "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex or national origin because of written or oral policies or employee custom. The term does not

H0119-H-0003 of 136

include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between sexes. b. The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in the contract. c. The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract. I.56 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION (ACNI 0056 SEP 2015) a. Definitions. As used in this clause- “Covered area” means the geographical area described in the solicitation for this contract. “Deputy Assistant Secretary,” means the Deputy Assistant Secretary for the Office of Federal Contract Compliance Programs, U.S. Department of Labor, or a designee. “Employer identification number,” means the Federal Social Security number used on the employer’s quarterly Federal tax return, U.S. Treasury Department Form 941. “Gender identity” has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. “Minority,” as used in this clause, means- (1) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). (2) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); (3) Black (all persons having origins in any of the black African racial groups not of Hispanic origin); and (4) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race). “Sexual orientation” has the meaning given by the Department of Labor’s Office of Federal Contract Compliance Programs, and is found at www.dol.gov/ofccp/LGBT/LGBT_FAQs.html. b. If the Contractor, or a subcontractor at any tier, subcontracts a portion of the work involving any construction trade, each such subcontract in excess of $10,000 shall include this clause and the Notice containing the goals for minority and female participation stated in the solicitation for this contract. c. If the Contractor is participating in a Hometown Plan (41 CFR 60-4) approved by the U.S. Department of Labor in a covered area, either individually or through an association, its affirmative action obligations on all work in the plan area (including goals) shall comply with the plan for those trades that have unions participating in the plan. Contractors must be able to demonstrate participation in, and compliance with, the provisions of the plan. Each Contractor or subcontractor participating in an approved plan is also required to comply with its

H0119-H-0003 of 136

obligations under the Equal Opportunity clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good-faith performance by other Contractors or subcontractors toward a goal in an approved plan does not excuse any Contractor’s or subcontractor’s failure to make good-faith efforts to achieve the plan’s goals. d. The Contractor shall implement the affirmative action procedures in paragraphs g.(1) through (16) of this clause. The goals stated in the solicitation for this contract are expressed as percentages of the total hours of employment and training of minority and female utilization that the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. If the Contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for the geographical area where that work is actually performed. The Contractor is expected to make substantially uniform progress toward its goals in each craft. e. Neither the terms nor conditions of any collective bargaining agreement, nor the failure by a union with which the Contractor has a collective bargaining agreement, to refer minorities or women shall excuse the Contractor’s obligations under this clause, Executive Order 11246, as amended, or the regulations thereunder. f. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. g. The Contractor shall take affirmative action to ensure equal employment opportunity. The evaluation of the Contractor’s compliance with this clause shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully and implement affirmative action steps at least as extensive as the following: (1) Ensure a working environment free of harassment, intimidation, and coercion at all sites and in all facilities where the Contractor’s employees are assigned to work. The Contractor, if possible, will assign two or more women to each construction project. The Contractor shall ensure that foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at these sites or facilities. (2) Establish and maintain a current list of sources for minority and female recruitment. Provide written notification to minority and female recruitment sources and community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations’ responses. (3) Establish and maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant, referrals of minorities or females from unions, recruitment sources, or community organizations, and the action taken with respect to each individual. If an individual was sent to the union hiring hall for referral and not referred back to the Contractor by the union or, if referred back, not employed by the Contractor, this shall be documented in the file, along with whatever additional actions the Contractor may have taken. (4) Immediately notify the Deputy Assistant Secretary when the union or unions with which the Contractor has a collective bargaining agreement has not referred back to the Contractor a minority or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor’s efforts to meet its obligations. (5) Develop on-the-job training opportunities and/or participate in training programs for the area that expressly include minorities and women, including upgrading programs and apprenticeship and trainee

H0119-H-0003 of 136

programs relevant to the Contractor’s employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under paragraph g.(2) of this clause. (6) Disseminate the Contractor’s equal employment policy by- (i) Providing notice of the policy to unions and to training, recruitment, and outreach programs, and requesting their cooperation in assisting the Contractor in meeting its contract obligations; (ii) Including the policy in any policy manual and in collective bargaining agreements; (iii) Publicizing the policy in the company newspaper, annual report, etc.; (iv) Reviewing the policy with all management personnel and with all minority and female employees at least once a year; and (v) Posting the policy on bulletin boards accessible to employees at each location where construction work is performed. (7) Review, at least annually, the Contractor’s equal employment policy and affirmative action obligations with all employees having responsibility for hiring, assignment, layoff, termination, or other employment decisions. Conduct review of this policy with all on-site supervisory personnel before initiating construction work at a job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. (8) Disseminate the Contractor’s equal employment policy externally by including it in any advertising in the news media, specifically including minority and female news media. Provide written notification to, and discuss this policy with, other Contractors and subcontractors with which the Contractor does or anticipates doing business. (9) Direct recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students, and to minority and female recruitment and training organizations serving the Contractor’s recruitment area and employment needs. Not later than 1 month before the date for acceptance of applications for apprenticeship or training by any recruitment source, send written notification to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. (10) Encourage present minority and female employees to recruit minority persons and women. Where reasonable, provide after-school, summer, and vacation employment to minority and female youth both on the site and in other areas of the Contractor’s workforce. (11) Validate all tests and other selection requirements where required under 41 CFR 60-3. (12) Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities. Encourage these employees to seek or to prepare for, through appropriate training, etc., opportunities for promotion. (13) Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment-related activities to ensure that the Contractor’s obligations under this contract are being carried out. (14) Ensure that all facilities and company activities are nonsegregated except that separate or single-user rest rooms and necessary dressing or sleeping areas shall be provided to assure privacy between the sexes. (15) Maintain a record of solicitations for subcontracts for minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations.

H0119-H-0003 of 136

(16) Conduct a review, at least annually, of all supervisors’ adherence to and performance under the Contractor’s equal employment policy and affirmative action obligations. h. The Contractor is encouraged to participate in voluntary associations that may assist in fulfilling one or more of the affirmative action obligations contained in paragraphs g.(1) through (16) of this clause. The efforts of a contractor association, joint contractor-union, contractor-community, or similar group of which the contractor is a member and participant may be asserted as fulfilling one or more of its obligations under paragraphs g.(1) through (16) of this clause, provided, the Contractor- (1) Actively participates in the group; (2) Makes every effort to ensure that the group has a positive impact on the employment of minorities and women in the industry; (3) Ensures that concrete benefits of the program are reflected in the Contractor’s minority and female workforce participation; (4) Makes a good-faith effort to meet its individual goals and timetables; and (5) Can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply is the Contractor’s, and failure of such a group to fulfill an obligation shall not be a defense for the Contractor’s noncompliance. i. A single goal for minorities and a separate single goal for women shall be established. The Contractor is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and nonminority. Consequently, the Contractor may be in violation of Executive Order 11246, as amended, if a particular group is employed in a substantially disparate manner. j. The Contractor shall not use goals or affirmative action standards to discriminate against any person because of race, color, religion, sex, sexual orientation, gender identity, or national origin. k. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts under Executive Order 11246, as amended. l. The Contractor shall carry out such sanctions and penalties for violation of this clause and of the Equal Opportunity clause, including suspension, termination, and cancellation of existing subcontracts, as may be imposed or ordered under Executive Order 11246, as amended, and its implementing regulations, by the OFCCP. Any failure to carry out these sanctions and penalties as ordered shall be a violation of this clause and Executive Order 11246, as amended. m. The Contractor in fulfilling its obligations under this clause shall implement affirmative action procedures at least as extensive as those prescribed in paragraph g. of this clause, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of Executive Order 11246, as amended, the implementing regulations, or this clause, the Deputy Assistant Secretary shall take action as prescribed in 41 CFR 60-4.8. n. The Contractor shall designate a responsible official to- (1) Monitor all employment-related activity to ensure that the Contractor’s equal employment policy is being carried out; (2) Submit reports as may be required by the Government; and

H0119-H-0003 of 136

(3) Keep records that shall at least include for each employee the name, address, telephone number, construction trade, union affiliation (if any), employee identification number, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, separate records are not required to be maintained. o. Nothing contained herein shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). I.57 DIFFERING SITE CONDITIONS (ACNI 0068 NOV 2007) a. The contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this contract. b. The Contracting Officer shall investigate the site conditions, promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the contract modified in writing accordingly. c. No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in a. above for giving written notice may be extended by the Contracting Officer. d. No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract. I.58 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK (ACNI 0069 NOV 2007) a. The Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the work, or its cost, including but not limited to (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads; (3) uncertainties of weather, river stages, tides or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The Contractor also acknowledges that it has satisfied itself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by the MR or MCCS, as well as from drawings and specifications made a part of this contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to the MR or MCCS. b. The MR or MCCS assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available by the MR or MCCS. Nor does the MR or MCCS assume responsibility for any understanding reached or representation made concerning conditions, which can affect the work by any of its officers, employees, or agents before the execution of this contract, unless that understanding or representation is expressly stated in this contract.

H0119-H-0003 of 136

I.59 MATERIAL AND WORKMANSHIP (ACNI 0070 NOV 2007) a. All equipment, material, and articles incorporated into the work covered by this contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this contract. References in the specifications to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, at its option, use any equipment, material, articles, or processes that, in the judgment of the Contracting Officer, are equal to that named in the specifications, unless otherwise specifically provided in this contract. b. The Contractor shall obtain the Contracting Officer's approval of the machinery and mechanical and other equipment to be incorporated into the work. When requesting approval, the contractor shall furnish to the Contracting Officer the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the machinery and mechanical and other equipment. When required by this contract or by the Contracting Officer, the Contractor shall also obtain the Contracting Officer's approval of the material or articles that the Contractor contemplates incorporating in the work. When requesting approval, the Contractor shall provide full information concerning the material or articles. When directed to do so, the Contractor shall submit samples for approval at the Contractor's expense, with all shipping charges prepaid. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection. I.60 SUPERINTENDENCE BY THE CONTRACTOR (ACNI 0071 NOV 2007) At all times during the performance of this contract and until the work is completed and accepted, the Contractor shall directly superintend the work or assign and have on the work a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor. I.61 OTHER CONTRACTS (ACNI 0072 NOV 2007) The MR or MCCS or the Government may undertake or award other contracts for additional work at or near the site of the work under this contract. The Contractor shall fully cooperate with the other contractors and with MR or MCCS and Government employees and shall carefully adapt scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by MR or MCCS or Government employees. I.62 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES, AND IMPROVEMENTS (ACNI 0073 NOV 2007) a. The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass) on or adjacent to the work site, which are not to be removed and which do not unreasonably interfere with the work required under this contract. The Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during contract performance, or by the careless operation of equipment, or by workmen, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree-pruning compound as directed by the Contracting Officer. b. The Contractor shall protect from damage all existing improvements and utilities (1) at or near the work site, and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. The Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from failure to comply with the requirements of this contract or failure to

H0119-H-0003 of 136

exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Contracting Officer may have the necessary work performed and charge the cost to the Contractor. I.63 CLEANING UP (ACNI 0076 NOV 2007) The Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, the Contractor shall remove from the work and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the MR or MCCS or the Government. Upon completing the work, the Contractor shall leave the work area in a clean, neat, and orderly condition satisfactory to the Contracting Officer. I.64 AVAILABILITY AND USE OF UTILITY SERVICES (ACNI 0077 NOV 2007) a. The Government/MR or MCCS shall make all reasonably required amounts of utilities available to the Contractor from existing outlets and supplies, as specified in the contract. Unless otherwise provided in the contract, the amount of each utility service consumed shall be charged to or paid for by the Contractor at prevailing rates charged to the Government/MR or MCCS or, where the Government/MR or MCCS, at reasonable rates determined by the Contracting Officer, produces the utility. The Contractor shall carefully conserve any utilities furnished without charge. b. The Contractor, at its expense and in a workmanlike manner satisfactory to the Contracting Officer, shall install and maintain all necessary temporary connections and distribution lines, and all meters required to measure the amount of each utility used for the purpose of determining charges. c. Before final acceptance of the work by the Government/MR or MCCS, the Contractor shall remove all the temporary connections, distribution lines, meters, and associated paraphernalia. I.65 SCHEDULES FOR CONSTRUCTION CONTRACTS (ACNI 0078 NOV 2007) a. The Contractor shall, within five days after the work commences on the contract or another period of time determined by the Contracting Officer, prepare and submit to the Contracting Officer for approval three copies of a practicable schedule showing the order in which the Contractor proposes to perform the work, and the dates on which the Contractor contemplates starting and completing the several salient features of the work (including acquiring materials, plant, and equipment). The schedule shall be in the form of a progress chart of suitable scale to indicate appropriately the percentage of work schedules for completion by any given date during the period. If the Contractor fails to submit a schedule within the time prescribed, the Contracting Officer may withhold approval of progress payments until the Contractor submits the required schedule. b. The Contractor shall enter the actual progress on the chart as directed by the Contracting Officer, and upon doing so shall immediately deliver three copies of the annotated schedule to the Contracting Officer. If, in the opinion of the Contracting Officer, the Contractor falls behind the approved schedule, the Contractor shall take such steps necessary to improve its progress, including those that may be required by the Contracting Officer, without additional cost to the MR or MCCS. In this circumstance, the Contracting Officer may require the Contractor to increase the number of shifts, overtime operations, days of work, and/or the amount of the construction plan, and to submit for approval any supplementary schedule or schedules in chart form as the Contracting Officer deems necessary to demonstrate how the approved rate of progress will be regained. c. Failure of the Contractor to comply with the requirements of the Contracting Officer under this clause shall be grounds for determination by the Contracting Officer that the Contractor is not prosecuting the work with sufficient diligence to ensure completion within the time specified in the contract. Upon making this

H0119-H-0003 of 136

determination, the Contracting Officer may terminate the Contractor's right to proceed with the work, or any separable part of it, in accordance with the default terms of the contract. I.66 BANKRUPTCY (ACNI 0082 NOV 2007) In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the contract, written notification of the bankruptcy to the Contracting Officer responsible for administering the contract. This notification shall be furnished within five days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of Government/MR or MCCS contract numbers and contracting offices for all Government/MR or MCCS contracts against which final payment has not been made. This obligation remains in effect until final payment under this contract. I.67 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (ACNI 0089 NOV 2007) United States law will apply to resolve any claim of breach of this contract. I.68 WALSH-HEALEY PUBLIC CONTRACTS (ACNI 0091 NOV 2007) If this contract is for the manufacture or furnishing of materials, supplies, articles or equipment in an amount that exceeds or may exceed $10,000, and is subject to the Walsh-Healey Public Contracts Act, as amended (41 U.S.C. §35-45), the following terms and conditions apply: a. All stipulations required by the Act and regulations issued by the Secretary of Labor (41 CFR Chapter 50) are incorporated by reference. These stipulations are subject to all applicable rulings and interpretations of the Secretary of Labor that are now, or may hereafter, be in effect. b. All employees whose work relates to this contract shall be paid not less than the minimum wage prescribed by regulations issued by the Secretary of Labor (41 CFR 50-202.2). Learners, student learners, apprentices, and handicapped workers may be employed at less than the prescribed minimum wage (see 41 CFR 50-203.3) to the same extent that such employment is permitted under Section 14 of the Fair Labor Standards Act (41 U.S.C. §40). I.69 BUY AMERICAN ACT – CONSTRUCTION MATERIALS (ACNI 0092 NOV 2007) a. Definitions. As used in this clause— “Component” means an article, material, or supply incorporated directly into a construction material. “Construction material” means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material. “Cost of components” means— (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the construction material (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable

H0119-H-0003 of 136

overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material. “Domestic construction material” means— (1) An unmanufactured construction material mined or produced in the United States; or (2) A construction material manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind for which nonavailability determinations have been made are treated as domestic. “Foreign construction material” means a construction material other than a domestic construction material. “United States” means the 50 States, the District of Columbia, and outlying areas. b. Domestic preference. (1) This clause implements the Buy American Act (41 U.S.C. 10a - 10d) by providing a preference for domestic construction material. The Contractor shall use only domestic construction material in performing this contract, except as provided in paragraphs b. (2) and b. (3) of this clause. (2) This requirement does not apply to the construction material or components listed by the Government as follows:

________________________________________________ [Contracting Officer to list applicable excepted materials or indicate “none”]

(3) The Contracting Officer may add other foreign construction material to the list in paragraph (b)(2) of this clause if the Government determines that— (i) The cost of domestic construction material would be unreasonable. The cost of a particular domestic construction material subject to the requirements of the Buy American Act is unreasonable when the cost of such material exceeds the cost of foreign material by more than 6 percent; (ii) The application of the restriction of the Buy American Act to a particular construction material would be impracticable or inconsistent with the public interest; or (iii) The construction material is not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality. c. Request for determination of inapplicability of the Buy American Act. (1) (i) Any Contractor request to use foreign construction material in accordance with paragraph b.(3) of this clause shall include adequate information for Government evaluation of the request, including— (A) A description of the foreign and domestic construction materials; (B) Unit of measure; (C) Quantity; (D) Price; (E) Time of delivery or availability; (F) Location of the construction project; (G) Name and address of the proposed supplier; and (H) A detailed justification of the reason for use of foreign construction materials cited in accordance with paragraph b. (3) of this clause. (ii) A request based on unreasonable cost shall include a reasonable survey of the market and a completed price comparison table in the format in paragraph d. of this clause. (iii) The price of construction material shall include all delivery costs to the construction site and any applicable duty (whether or not a duty-free certificate may be issued). (iv) Any Contractor request for a determination submitted after contract award shall explain why the Contractor could not reasonably foresee the need for such determination and could not have requested the

H0119-H-0003 of 136

determination before contract award. If the Contractor does not submit a satisfactory explanation, the Contracting Officer need not make a determination. (2) If the Government determines after contract award that an exception to the Buy American Act applies and the Contracting Officer and the Contractor negotiate adequate consideration, the Contracting Officer will modify the contract to allow use of the foreign construction material. However, when the basis for the exception is the unreasonable price of a domestic construction material, adequate consideration is not less than the differential established in paragraph b.(3)(i) of this clause. (3) Unless the Government determines that an exception to the Buy American Act applies, use of foreign construction material is noncompliant with the Buy American Act. d. Data. To permit evaluation of requests under paragraph c. of this clause based on unreasonable cost, the Contractor shall include the following information and any applicable supporting data based on the survey of suppliers: FOREIGN AND DOMESTIC CONSTRUCTION MATERIALS PRICE COMPARISON Construction Material Description Unit of Measure Quantity Price (Dollars)* Item 1: Foreign construction material _______ _______ _______ Domestic construction material _______ _______ _______ Item 2: Foreign construction material _______ _______ _______ Domestic construction material _______ _______ _______ [List name, address, telephone number, and contact for suppliers surveyed. Attach copy of response; if oral, attach summary.] [Include other applicable supporting information.] [* Include all delivery costs to the construction site and any applicable duty (whether or not a duty-free entry certificate is issued).] I.70 COMPLIANCE WITH OSHA REGULATIONS (ACNI 0097 JAN 2015) The Contractor or subcontractor shall not permit any part of the work called for by this contract to be performed in buildings or surroundings or under working conditions provided by or under the control or supervision of the Contractor or subcontractor which are unsanitary or hazardous or dangerous to the health or safety of employees engaged to furnish labor, and the Contractor or subcontractor shall comply with the safety and health standards applied under 29 CFR, Part 1926. I.71 PROTECTION OF MATERIAL AND WORK (ACNI 0098 JAN 2015) The Contractor shall at all times take care to protect and preserve all materials, supplies, and equipment of every description and all work performed. All reasonable requests of the Contracting Officer to enclose or specially protect such property will be complied with. If, as determined by the Contracting Officer, material, equipment, supplies and work performed are not adequately protected by the Contractor, such property may be protected by MCCS and the cost thereof charged to the Contractor or deducted from any payments due.

H0119-H-0003 of 136

J. SECTION J: LIST OF ATTACHMENTS

J DELIVERABLECO NTRACT PARAGRAPH REFERENCE

FREQUENCY DUE DATE(S) RECIP IENT

1 SALES AND OPERATION DATA B-8 / Initial N/A Offeror(s)

2 SITES/ LOCATIONS B.1 / C.9Initial/ As Negotiated/Updated

Proposal/ All Updates and

changes

Contracting Officer (KO); HQ-COR

3PRODUCTS-SERVICES AND PRICING SCHEDULE

B.4.b/C.2/C.5Initial/ As Negotiated/Updated

N/ALocal COR, HQ COR, Contracting Officer (KO)

4CUSTOMER SCHEDULING SYSTEM

C.2 Initial/UpdatedProposal/ All Updates and

changes


5 HOURS OF OPERATION C.6Initial/ As Negotiated/Updated

N/ALocal COR, HQ COR, Contracting Officer (KO)

6WAGE DETERMINATIONS/ DEPARTMENT OF LABOR

H.10Initial/Annually/As Required

Proposal/Updates


7 KEY PERSONNEL ROSTER F.8Initial/Annually/As Updated

Proposal/Updates/ Contract Anniversary

Local COR, HQ COR, Contracting Officer (KO)

8KEY PERSONNEL QUALIFICATIONS

J.29/ L.16 Proposal Contracting Officer

9IMPLEMENTATION / INSTALLATION/EXECUTION - (Proposal uses Days not Dates)

C.13Initial/ Through Process/Updated


changes

Contracting Officer (KO); HQ-COR/Local COR

10 EQUIPMENT / PROPERTY C.17 Initial/ As UpdatedProposal/ Significant

Changes

Contracting Officer (KO); HQ-COR; local COR

ATTACHMENTS

H0119-H-0003 of 136

J.1 SALES AND OPERATION DATA –

11

SALES TRANSACTIONS AND BOOKKEEPING - Contractor Point of Sale-Server and Relevant Specs

F.15 Initial/ As UpdatedProposal/ All Updates and

changes


12

CUSTOMER COMMENTS, COMPLAINTS AND CLAIMS - Customer Care/ Courses of Action (COA)/ Patron Usage (Hourly/Daily/Monthly/Annually - Customer Counts and Sales/Hour)

F.19 Monthly 10Day of each month

Contracting Officer (KO); HQ-COR; Local COR

13

SURVEILLANCE - Contractor Loss Prevention/Asset Protection, Surveillance / Security Plan, Audit Procedures and Sample Report - INTERNAL CONTROLS

E.2.d./F.14 Initial/ As Updated 72Hours of Reports

Contracting Officer (KO); HQ-COR and assigned Local-COR

14 QUALITY CONTROL C.15 Initial/ As Updated 15Days post Kick-Off Meeting


15ADVERTISING AND PROMOTIONS Marketing Plan Proposal

F.12Initial/ As Updated/Annually

Proposal/ All Updates

/Annually


16LICENSES, CERIFICATIONS, ETC. (PCI, Franchise, Business, Etc.)

F.10Initial/ As Updated/ As Required


changes


17 INSURANCE CERTIFICATES G.4

Referenc e: MARINE CO RPS CO MMUNITY SERVICES ASSET PRO TECTIO N O RDER MCO 4066.18 Dated 16 Sep 14

H0119-H-0003 of 136

18INSPECTION - Contractor Site Inspection, Safety Inspection and Report

E.2.b.F.19 Initial/ As Updated 72Hours of Reports


19BRANDING PLAN and Capital Investment Plan

B.1

20

CONSTRUCTION REQUIREMENTS - Safety Plan (Master) - Individual site plans required from successful Offeror

C.10 Initial/ As Updated 15Days post Kick-Off Meeting

Contracting Officer (KO); HQ-COR; local COR

21 MSDS - Plan, Sheet Sample(s) E.3b.(3) Initial Proposal Contracting Officer

22

CONSTRUCTION REQUIREMENTS -Installation/Engineering Design, Infrastructure Architecture, Site Specifications

C.10Upon every completed installation

10Business Days


H0119-H-0003 of 136

23IN-PROGRESS REPORT (IPR).In-Progress Report (IPR) / Project Status Report

F.4Weekly through Implementation; 1/4ly thereafter.

12:00 EST -

1st Business Day of Following week


24Revenue Generation/Commission Reports

F.15 / F.16. Monthly 10

Days into following reporting Period

Contracting Officer (KO); HQ-COR/ MR Finance Office

25CONCESSION ASSESSMENT FORM

E.1 Monthly/As needed 72Hours of Reports


26Internal Revenue Service W-9 Form

I.14 Proposal Contracting Officer

27 Past Performance Survey M3.1 Proposal Contracting Officer

28Corporate and Past Experience Narrative

M3.1 Proposal Contracting Officer

29Financial and Technical Capability Sheet


30Audited Financials (Previous 2 and 1/4 years)


31DUN & Bradstreet Comprehensive Report

M3.1 Proposal

NOT more than 5 business days old- Prior to proposal mailing date

Contracting Officer

32Return on Investment (ROI) Pro Forma

M3.1 Once ProposalContracting Officer (KO)

EX HIBITS: REPO RTS

PRO PO SAL: SUBMISSIO N

H0119-H-0003 of 136

J.2 ATTACHMENT J-2 – BASE/COMMAND LISTING

SECTION J – SITES AND LOCATIONS – Vehicle Care Service Centers will be provided at the ten (10) initial sites as highlighted in GREEN. All other sites contained herein may be added at any time by formal contract modification at the same terms and conditions as agreed to for all sites unless otherwise negotiated during this RFP process.

MARINE CORPS BASES

CURRENT CAR

VENDOR OPERATION

CURRENT CAR CENTER -

DIRECT RUN (Revenue)

OPERATION

INSTALLATION LOCATION CURRENT CONTRACT

EXPIRATION FOR CONVERSION

NEW LOCATION

TO CONVERT

UPON CONTRACT

AWARD

1st Marine Corps District, Garden City,

New York

Garden City, New York

Henderson Hall Arlington, Virginia

Marine Barracks,

Washington, D.C.

Washington, D.C.

Marine Corps Air Ground

Combat Center

Twentynine Palms

Twentynine Palms, California YES

Bridgestone/ Firestone

Marine Corps

Base Camp Lejeune

Jacksonville, North Carolina 27-Feb-22


YES Marine Corps

Base Camp Pendleton

Oceanside, California To Be Provided


Marine Corps Base Hawaii

Kāne'ohe Bay, Hawaii 14-Nov-19


Marine Corps Base Quantico Quantico, Virginia 27-Feb-22

YES Marine Corps Logistics Base

Albany Albany, Georgia YES

Marine Corps Logistics Base

Barstow Barstow, California Camp Pendleton

H0119-H-0003 of 136

Marine Corps Recruit Depot Parris Island

Beaufort, South Carolina

Marine Corps Recruit Depot

San Diego

San Diego, California YES

Mountain Warfare Training Center

Bridgeport, California Twentynine Palms

Satellite Bases

Blount Island Command,

Marine Corps Logistics Base

Albany

Jacksonville, Florida

Camp H. M. Smith, Marine

Corps Base Hawaii

ʻAiea, Hawaii

Camp Geiger, Marine Corps

Base Camp Lejeune

Jacksonville, North Carolina

Camp Gilbert H. Johnson,

Marine Corps Base Camp

Lejeune


formerly known as

"Montford Point"

Courthouse Bay, Marine Corps Base

Camp Lejeune


Stone Bay, Marine Corps

Base Camp Lejeune


Camp Allen,

Naval Station Norfolk

Norfolk, Virginia formerly known as "Camp Elmore"

H0119-H-0003 of 136

Marine Corps Air Stations

YES Marine Corps

Air Station Yuma

Yuma, Arizona


Marine Corps

Air Station Miramar

Miramar, California 31-Jan-20

Marine Corps Air Station

Camp Pendleton

Oceanside, California

Marine Corps

Air Station Kaneohe Bay

Kāne'ohe Bay, Hawaii

Marine Corps

Air Station Cherry Point

Havelock, North Carolina YES


Marine Corps

Air Station New River

Jacksonville, North Carolina 27-Feb-22

Marine Corps

Air Station Beaufort

Beaufort, South Carolina YES

Japan / ASIA

YES Marine Corps

Air Station Iwakuni

Iwakuni, Japan YES

Marine Corps Base Camp Smedley D.

Butler

Okinawa

Camp Courtney,


Butler

Uruma, Okinawa

Camp Foster, Marine Corps

Base Camp Smedley D.

Butler

Ginowan, Okinawa

Camp

Gonsalves, Marine Corps

Kunigami, Okinawa

H0119-H-0003 of 136


Butler

Camp Hansen, Marine Corps


Butler

Kin, Okinawa

Camp Kinser, Marine Corps


Butler

Naha, Okinawa

Camp Lester, Marine Corps


Butler

Chatan, Okinawa

Camp McTureous,


Butler

Uruma, Okinawa

Camp Schwab,


Butler

Uruma, Okinawa

Marine Corps

Air Station Futenma

Ginowan, Okinawa

Marine Wing Liaison Kadena,

Kadena Air Base

Kadena, Okinawa

Camp Fuji Gotemba, Shizuoka

South Korea Camp Mujuk Pohang

Pacific TBD Guam

H0119-H-0003 of 136

J.3 PRODUCTS, SERVICES AND PRICING SCHEDULE

(BY REGION IF DIFFERENT)

Contractor’s Services/Product List and Price Schedule (___ pg of ___ pg) is hereby attached and made a part of this contract.

H0119-H-0003 of 136

J.4 CUSTOMER SCHEDULING SYSTEM

Contractor’s information on scheduling system (___ of ___ pages) are hereby attached and made a part of this contract.

H0119-H-0003 of 136

J.5 HOURS OF OPERATION

- BY SITE/FACILITY

HOURS OF OPERATION BY SITE/FACILITY Contractor’s hours of operation (___ of ___ pages) are hereby attached and made a part of this contract.

H0119-H-0003 of 136

J.6 WAGE DETERMINATIONS/ DEPARTMENT OF LABOR

H0119-H-0003 of 136

J.7 KEY PERSONNEL ROSTER/ MANAGEMENT AND STAFFING PLAN

Contractor’s Operation, Management and staffing plan are hereby attached and a part of this contract. Contractor will provide updates a minimum of annually to the Contracting Officer and COR. Contractor’s Operation, Management and staffing plan are hereby attached and a part of this contract. Please include, but not limited to, the following information as a part of the operation: a. Staffing both local and corporate to include at a minimum: addresses, phone, fax numbers and e-mail; b. Educational background, education, experience, length of service in Contractor’s employ of all executive and management level employees. c. Support to be provided by the Contractor Corporation in the way of management (to include at a minimum: address, phone, fax numbers and e-mail), inspections, supervision, quality assurance, sanitation, etc. d. Staffing and organizational structures, position descriptions, and pertinent information. e. Specify work to be performed to implement contract. f. Define the Offeror’s intent to use subcontractors to perform any of the proposed service/sites, both in the continental United States and overseas. g. Any other pertinent information.

CORPORATE OFFICE - PHONE: ________________

EXECUTIVE CONTACTS

Ext Title Name Email

1.

2.

3.

4.

5.

AREA SUPERVISORS CONTACTS Phone# Region Name Email

1.

2.

3.

4.

5.

H0119-H-0003 of 136

J.8 KEY PERSONNEL QUALIFICATIONS

H0119-H-0003 of 136

J.9 IMPLEMENTATION / INSTALLATION/EXECUTION - (PROPOSAL USES DAYS NOT DATES)

Contractor’s project, development and implementation schedules are hereby attached and a part of this contract.

H0119-H-0003 of 136

J.10 EQUIPMENT / PROPERTY

H0119-H-0003 of 136

J.11 SALES TRANSACTIONS AND BOOKKEEPING - CONTRACTOR POINT OF SALE-SERVER AND RELEVANT SPECS

COLLECTIONS/DEPOSITS, SALES REPORTING AND CASH HANDLING PROCEDURES

Contractor’s sales reporting (from (Contractor’s POS), cash handling, reports and sample documents are hereby incorporated as follows and made a part of this contract.

CASH REGISTER AND MONEY HANDLING

Manual Processing Procedures

BANK DEPOSITS NON POS/Company Policy POS Bank Deposits

H0119-H-0003 of 136

J.12 CUSTOMER COMMENTS, COMPLAINTS AND CLAIMS - CUSTOMER CARE/ COURSES OF ACTION (COA)/ PATRON USAGE (HOURLY/DAILY/MONTHLY/ANNUALLY - CUSTOMER COUNTS AND SALES/HOUR)

H0119-H-0003 of 136

J.13 SURVEILLANCE - CONTRACTOR LOSS PREVENTION/ASSET PROTECTION, SURVEILLANCE / SECURITY PLAN, AUDIT PROCEDURES AND SAMPLE REPORT

- INTERNAL CONTROLS

- CONTRACTOR SURVEILLANCE / SECURITY PLAN

Contractor’s facility surveillance, asset protection, loss prevention, and security plan, are hereby as follows and made a part of this contract.

REFERENCE: MARINE CORPS COMMUNITY SERVICES ASSET PROTECTION ORDER MCO 4066.18 DATED 16 SEP 14

H0119-H-0003 of 136

J.14 QUALITY CONTROL.

Quality Control Plan (QCP) including methods used to monitor performance, required documentation and the resources to be employed are hereby attached and made part of this contract.

H0119-H-0003 of 136

J.15 ADVERTISING AND PROMOTIONS MARKETING PLAN PROPOSAL

Contractor to submit annual marketing plan at beginning of each calendar year and any updates to the HQCOR. Contractor will provide initial marketing plan to be administratively incorporated into this contract within forty-five (45) days of award.

Draft #1 is hereby attached and made part of this contract.

Contractor will submit ALL marketing, press releases, article submissions, interview recaps, etc. to the

Contracting Officer and HQ COR for processing and approval through the appropriate channels to include:

1. HQ Public Affairs Officer

2. MR Senior Legal Advisor and Counsel

3. MR Chief Marketing Officer

4. Local Marketing Officer

5.Other officials as deemed required

H0119-H-0003 of 136

J.16 LICENSES, CERIFICATIONS, ETC. (PCI, Franchise, Business, Etc.)

H0119-H-0003 of 136

J.17 INSURANCE CERTIFICATES

H0119-H-0003 of 136

J.18 INSPECTION - Contractor Site Inspection, Safety Inspection and Report

H0119-H-0003 of 136

J.19 BRANDING PLAN

Contractor’s Décor standards are hereby attached and made part of this contract. All facilities listed in Attachment J-2 and those incorporated by Amendment and (including other government agencies opting to do so) will be branded and standardized in accordance with the contractor’s furnished equipment, facility upgrades, and decor. Contractor to provide an annual schedule of facility refreshes/remodels that includes the following three (3) years “living” capital investment implementation plan. Changes to the Implementation plan require notification to the Contracting Officer and HQ COR no less than six (6) months prior to any scheduled event.

Contractor’s initial capital investment implementation plan is to be provided no less than thirty (30) days from contract award. Subsequent capital investment implementation plans will be provided on the first day of each fiscal year (NRF 4-5-4) calendar.

Capital investment implementation plans will include not only the sites currently operating under the enterprise contract but all Marine Corps Community Sites, on the contract, future sites/participants, and planned (potential and realized) sites.

*The following template is provided as a sample only, you may have a more detailed program or developed package for submission.

Branding Plan

Identity

Logo Use

Brand Appearance

Signage

Furniture and Fixtures (Customer Facing)

Capital Investment Implementation Plan

H0119-H-0003 of 136

J.20 CONSTRUCTION REQUIREMENTS - SAFETY PLAN (MASTER) REQUIRED FROM ALL OFFERORS

- INSPECTION - CONTRACTOR SITE INSPECTION, SAFETY INSPECTION AND REPORT

Contractor’s Master Safety plan (____ of _____ Pages) is hereby attached and a part of this contract.

Site specific adaptations will be submitted to the HQ and Local COR’s as applicable. Modifications to the Master Plan will be submitted to the Contracting Officer and HQ COR for amendment to the contract.

INDIVIDUAL SITE PLANS REQUIRED FROM SUCCESSFUL OFFEROR

H0119-H-0003 of 136

J.21 MATERIAL SAFETY DATA SHEETS (MSDS).

Offeror initial list of standard items found on MSDS of a facility in operation.

H0119-H-0003 of 136

J.22 CONSTRUCTION REQUIREMENTS

Provide basic -Installation/Engineering Design, Infrastructure Architecture, Site Specifications –

H0119-H-0003 of 136

J.23 IN-PROGRESS REPORT (IPR).IN-PROGRESS REPORT (IPR) / PROJECT STATUS REPORT

H0119-H-0003 of 136

J.24 REVENUE GENERATION/COMMISSION REPORTS

H0119-H-0003 of 136

J.25 CONCESSION ASSESSMENT FORM (ACNJ 0006-A DEC 2015) –

Assessment Number: COR: Installation Date of Visit: MCCS Location Time of Visit: Concession: Concession Number:

Instructions: Record the appropriate score for each statement, where 0 is worst and 4 is best, in the “Score” column and add up all scores to determine the total score.

Front of the House Score 1 Front line clean and organized 0.0 1 2 3 4 2 Front counter, walls and tiles in good repair 0.0 1 2 3 4 5 All lights and signs working 0.0 1 2 3 4 6 Trash cans clean and maintained 0.0 1 2 3 4 Patron Service 1 Did associate smile during the greeting or ordering process? 0.0 1 2 3 4

2 Was associate in compete uniform with nametag? 0.0 1 2 3 4 3Did associate look professional? 0.0 1 2 3 4 4 Did associate acknowledge customers waiting in line? 0.0 1 2 3 4 5 Did associate greet customer by name/rank or Sir or Ma’am? 0.0 1 2 3 4

6 Was associate able to answer questions related to services? 0.0 1 2 3 4

7 Was associate aware of any current promotions or specials? 0.0 1 2 3 4

8 Did associate try to up sell or suggest another product or service during order?

0.0 1 2 3 4

9 Did associate provide receipt and proper change to customer? 0.0 1 2 3 4

10 Did associate thank customer and invite them back? 0.0 1 2 3 4 Log Books 1 Employee training log 0.0 0.5 1.0 1.5 2.0 2 Pest control log book 0.0 0.5 1.0 1.5 2.0 Contractual Obligations 1 Hours of operation and all marketing signs posted (none handwritten)

0.0 2.0

2 Sanitation performance satisfactory 0.0 2.0 3 Proper receipt signage posted 0.0 2.0 4 All fire suppression and fire extinguishers inspections current 0.0 2.0

5 Non-resettable registers present 0.0 2.0 Satisfaction 1 Rate overall satisfaction with this location 0.0 1 2 3 4 TOTAL SCORE Comments: COR Signature: Concession Duty Manager:

H0119-H-0003 of 136

J.26 INTERNAL REVENUE SERVICE W-9 FORM

See attached form

H0119-H-0003 of 136

J.27 PAST PERFORMANCE SURVEY

The Business and Support Services Division (MR), Headquarters, United States Marine Corps, and/or Marine Corps Community Services intends to award a single or multiple award negotiated fixed-price indefinite quantities contract(s), for nationally or regionally recognized, quick oil change/lube, vehicle maintenance and tire retail operations on the premises of Marine Corps installation(s). As part of the procurement process, an increased emphasis is being placed on past performance as a source selection factor.

In order to accurately evaluate the Offeror’s past performance, your assistance is requested in obtaining and verifying the past performance history of this offeror.

This form is provided to complete the evaluation: 1) Performance Rating Form; and 2) Supplemental Comment Form. Upon completion of this form, please submit it as an e-mailed attachment to Kimberly Dietzman at [email protected]. Please make the subject line of the e-mail read Vehicle Care RFP – H011-R-0003- Past Performance Questionnaire – Insert the Evaluated Company’s Name.”

The following standards shall be used in arriving at the rating.

Outstanding Contractor’s performance exceeded customer expectations and was technically acceptable, providing significant features or benefits.

Satisfactory Contractor met customer expectations or contract requirements and demonstrated an acceptable understanding of the requirements.

Unsatisfactory Contractor’s performance was either marginal or did not meet customer expectations or contract requirements.

Other If the element is not applicable, indicate with “N/A.” If no data has been obtained or additional comments are provided, please note in this column.

Performance Rating Form

NAME OF COMPANY EVALUATED:

ADDRESS OF COMPANY EVALUATED:

CONTRACT NUMBER

CONTRACT PERIOD OF PERFORMANCE

CONTRACT VALUE CONTRACT TYPE

CONTRACTING OFFICER NAME

ADDRESS

TELEPHONE NUMBER

EMAIL ADDRESS

H0119-H-0003 of 136

TYPE OF SERVICES PERFORMED (ACTIVITY):

NAME OF EVALUATOR

TITLE

COMPANY/AGENCY

ADDRESS

TELEPHONE NUMBER

EMAIL ADDRESS

DATE EVALUATION PROVIDED

Performance Element Outstanding Satisfactory Unsatisfactory Other

Technical Performance (Quality of Product or Service)

1. QUALITY OF TECHNICAL APPROACH

(For example: Were the services comprehensive, complete, and feasible? (Met the needs, performed successfully, and accommodated changing requirements.)

2. UNDERSTANDING OF REQUIREMENTS

(For example: Did the contractor show an understanding of the scope of the requirements and an appreciation of the complexity of the requirements? And did the contractor effectively identify flaws, inconsistencies and other inaccuracies in your technical direction?)

Timeliness of Performance

1.1.1 3. EFFECTIVE AND EFFICIENT USE OF RESOURCES (For example: Was the contractor able to obtain in a timely manner the amount and type of personnel resources required to support the project, effectively train personnel to perform the work required for the project, and maintain the required workforce throughout the term of the contract?)

4. TIMELINESS OF PERFORMANCE

(For example: Was the contractor successful in planning and proposing realistic schedules, monitoring performance, completing work on time, and implementing corrections/changes in a timely manner?)

Quality / Customer Satisfaction

5. QUALITY OF PERFORMANCE/CUSTOMER SATISFACTION

H0119-H-0003 of 136

(For example: Was the contractor committed to customer satisfaction?)

6. BUSINESS BEHAVIOR

(For example: Was the contractor reasonable and cooperative at the corporate and program levels in response to changes in technical direction, correcting errors, poor performance, criticism/rejection of contract deliverables and other quality issues?)

7. COMMUNICATION

(For example: Did the contractor work and communicate well with contracting officers, contracting officer’s technical representatives, end users, other contractors, subcontractors, and in-house staff?)

Cost Control

8. COST CONTROL

(For example: Was the contractor successful in planning and proposing realistic costs, monitoring performance, operating at or below budget, and implementing corrections/changes in a cost effective manner?)

FOR #9, PLEASE ANSWER “Yes” or “No”, as appropriate YES NO

9. Given the choice, would you do business with this contractor again?

Additional Comments:

Please provide any additional comments regarding your performance element ratings in the space below. Please add additional pages as necessary.

H0119-H-0003 of 136

J.28 CORPORATE AND PAST EXPERIENCE NARRATIVE

H0119-H-0003 of 136

J.29 FINANCIAL AND TECHNICAL CAPABILITY SHEET

FINANCIAL AND TECHNICAL CAPABILITY DATA SHEET

Offeror’s Financial and Technical Capability Data Sheet is collected for evaluation purposes only and does not become part of the contract.

FINANCIAL AND TECHNICAL CAPABILITY DATA Offerors must complete and submit data, using the following format, with their proposal package as instructed in paragraph L-4.d of the solicitation. Before awarding any contract, the Contracting Officer must determine that a proposed contractor is responsible. As used here, the term "responsible" means the Contracting Officer can reasonably expect satisfactory contract performance. A proposed contractor must have or be able to obtain (1) adequate financial resources, (2) organization, experience & technical skills needed, (3) production and technical equipment and facilities needed, (4) a record of satisfactory performance, and (5) a satisfactory record of integrity. A proposed contractor must also be legally eligible for contract award and have adequate capacity to perform as required, considering all other business activities. The following information is needed for this determination and will be treated as confidential. The offeror must demonstrate responsibility to the full satisfaction of the Contracting Officer. If the information is not provided or is incomplete the Contracting Officer may not be able to find an offeror responsible. 1. Attach a copy of your current financial statements. 2. Financial. Provide information about the financial position of your firm including, but not limited to, the following: a. What is your estimate of financing required to begin operation? $_______________ b. How will operation be financed: _____ Offeror’s resources _____ use of credit/bank c. If credit/bank: Name of source: _____________________________________________________ Contact Person: _____________________________________________________ Phone/Fax No's: _____________________________________________________ d. List your Dunn & Bradstreet Number (if assigned): _______________________________________ e. List all bank, financial, and credit references.

f. Projected Operating Statement, based on projected sales listed at Section J.

Name Phone/Fax No. Complete address & zip type account & number

Item Percent (1) Costs of Materials/Supplies _____% (2) Personnel Costs (all) _____% (3) Depreciation Expenses (Equipment, Vehicles,

etc.) _____%

(4) Other Expenses - identify (a)

_____%

H0119-H-0003 of 136

3. Business Activities. Include related business/contracts with government agencies: 4. Performance References. Please provide references that know of your work.

Name

Phone/Fax No.

Complete address & zip

Former/Current Relationship

5. Authorization for Release of Information. Enter information, sign, and date. I authorize all of the listed references to release financial or business data or records to the Marine Corps MCCS Activity upon request. Typed or Printed Name & Title of Offeror: ________________________________________________ Signature _______________________________ Date: ____________________ 6. Ability to Commence Performance. Can you begin contract performance on date required? _____ Yes _____ No; if no, explain on separate page. 7. Personnel. On a separate page, provide a brief resume of key individuals who will perform this contract. Give names, positions, training, education, experience, and other qualifications. Also, describe how you will meet the contract requirements for on-site management and employees. 8. Relationship with the Government. Is the owner or any official of the firm retired from Marine Corps MCCS or military service, currently on active duty with any branch of the military service, an employee of the U.S. Government or an immediate family member residing in the same household of such person? _____ Yes _____ No; if no, explain on separate page. Include name, rank, branch of service, position held, relationship, reserve status, and date of retirement. 9. Equipment. Equipment provided must be as stated in the contract requirements. Requests to substitute other items must be made with the proposal. Substitution requested? _____ Yes _____ No a. Do you have all equipment required for the performance of the contract? _____ Yes _____ No b. If yes, enter complete address and telephone number for the plant and equipment location. If the answer is no, enter complete address where plant and equipment will be located and advise when it will be available for inspection. Address: __________________________________________________________________

(b) (c)

_____% _____%

(5) Proposed Fee to MCCS _____% (6) Projected Net Profit _____%

Name

Type of Business

Years of Operation

Number of Employees

Complete address & zip

H0119-H-0003 of 136

______________________________________________________________________ ______________________________________________________________________ Telephone Number: _________________________________________________________ Date Available for Inspection:____________________________________ c. If yes, what is the current estimated value of the equipment? $_______________ d. Is equipment needed to perform all services required by this solicitation owned by offeror? _____ Yes _____ No e. Is plant (facilities) needed to perform service required by solicitation owned by offeror? _____ Yes _____ No f. If the answer to d. or e. is no, enter name, complete address, and telephone number of owner:

Equipment Plant (Facilities) Name: Name: Address: Address:

Telephone No. Telephone No.

g. Is there a lien or other encumbrance on the equipment? _____ Yes _____ No h. If yes, what amount? $_______________ To whom? _________________________________ Contact Person: _______________________________ Phone/FAX No. __________________________ i. If you do not have equipment, estimate the equipment cost. $_______________ j. Who is financing the equipment? ______________________________________________________ Contact Person: ______________________________ Phone/FAX No. _______________________________ k. Will you be leasing the equipment? _____ Yes _____ No l. If yes, from whom? _____________________________ Monthly lease amount $_____________ Contact Person: _________________________________ Phone/FAX No. _______________________________ m. Is performance of services to be obtained by agreement with a third party? _____ Yes _____ No

H0119-H-0003 of 136

If the answer is yes, provide financial statement, business and credit references and a copy of agreement that clearly defines performance responsibilities of all parties. 10. Certifications. Read carefully then complete information requested below. I certify that the information provided is true and may be relied upon in determining my responsibility. If the information is incorrect, incomplete, or misleading, I understand and agree that sufficient basis exists to determine me nonresponsible for the performance of the contract, or, if the contract has been awarded, to terminate the contract for cause based upon fraud or misrepresentation in its inception. I certify that the equipment described in the contract requirement will be provided by me without substitution, unless the prior written approval of the Contracting Officer modifying the contract requirement is obtained. I certify that wages and fringe benefits specified by the current Wage Rate Determination issued by the U.S. Department of Labor for the service and location identified in the contract have been considered in the preparation of my proposal. If awarded the contract, compensation to employees performing the contract will fully comply with the currently valid Wage Rate Determination and all other requirements of the Service Contract Act and applicable regulations and laws. I certify that (1) my proposal or any change made to the proposal is made without consultation, communication, or agreement for the purpose of restricting competition or manipulating awards; (2) my proposal has not been and will not be disclosed to other offerors or potential offerors prior to award; and (3) I have not used another Offeror’s or potential Offeror’s proprietary information to prepare my offer. I certify that, to the best of my knowledge and belief, all of my statements are true, correct, complete, and made in good faith. A false statement on any part of this form may be considered a violation of U.S. Code, Title 18, Section 1001, which carries criminal penalties.

Complete business name and address:

Name & Title of Offeror:

Phone Number: Signature: Fax Number Date:

H0119-H-0003 of 136

H0119-H-0003 of 136

J.30 AUDITED FINANCIALS (PREVIOUS 2 AND 1/4 YEARS)

H0119-H-0003 of 136

J.31 DUN & BRADSTREET COMPREHENSIVE REPORT

H0119-H-0003 of 136

J.32 RETURN ON INVESTMENT (ROI) PRO FORMA / PRO FORMA INCOME PROJECTION AND PROFITABILITY STATEMENT

H0119-H-0003 of 136

K. SECTION K: REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS OR RESPONDENTS (ACNK 1000 MAR 2016) K.1 TYPE OF BUSINESS ORGANIZATION (ACNK 0001) The Offeror, by checking the applicable box represents that it operates as _____ a corporation incorporated under the laws of the State of __________, _____ an individual, _____ a partnership, _____ a nonprofit organization, or _____ a joint venture. K.2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (ACNK 0002) Offeror certifies that this proposal or any changes thereto is made without consultation, communication, or agreement for the purpose of restricting competition or manipulating awards, and this proposal has not been disclosed and will not be disclosed prior to award. K.3 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (ACNK 0003 SEP 2015) (Applicable to solicitations for contracts which are expected to exceed $10,000 and are covered by the Equal Opportunity clause. The Offeror represents that-- a. It ____ has, ____ has not participated in a previous contract or subcontract subject either to the Equal Opportunity clause of this solicitation, the clause originally contained in Section 310 of Executive Order No. 10925, or the clause contained in Section 201 of Executive Order No. 11114. b. It ____ has, ____ has not filed all required compliance reports; and c. Representations indicating submission of required compliance reports, signed by proposed subcontractors, shall be obtained before subcontract awards. K.4 CERTIFICATION OF NONSEGREGATED FACILITIES (ACNK 0004) (Applicable to solicitations for contracts which are expected to exceed $10,000 and are covered by the Equal Opportunity Clause. a. "Segregated facilities," as used in this provision, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. b. By the submission of this offer, the Offeror certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Offeror agrees that a breach of this certification is a violation of the Equal Opportunity clause in the contract. c. The Offeror further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it will--

H0119-H-0003 of 136

(1) Obtain identical certifications from proposed subcontractors before the award of subcontracts under which the subcontractor will be subject to the Equal Opportunity clause; (2) Retain the certifications in the files; and (3) Forward the following notice to the proposed subcontractors: NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENTS FOR CERTIFICATIONS OF NONSEGREGATED FACILITIES. A Certification of Nonsegregated Facilities must be submitted before the award of a subcontract under which the subcontractor will be subject to the Equal Opportunity clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). K.5 AFFIRMATIVE ACTION COMPLIANCE (ACNK 0005) The Offeror represents that (a) it ____ has developed and has on file, ____ has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) it ____ has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. a. It ____ has, ____ has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation. b. It ____ has, ____ has not filed all required compliance reports; and c. Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. K.6 BUY AMERICAN ACT/TRADE AGREEMENTS ACT (ACNK 0006 Sep 2015) a. To the extent that this solicitation calls for the purchase by the MCCS of items not for resale which are for use within and outside the United States, preference will be given to a) domestic end products, b) designated country end products, and c) Caribbean Basin country end products, as further discussed below, in accordance with the Buy American Act, 41 U.S.C. 10ad; Executive Order 10582, as amended; the Trade Agreements Act of 1979, 19 U.S.C. 2511, et seq.; and the Caribbean Basin Economic Recovery Act, 19 U.S.C. 2701, et seq. b. For this purpose: (1) "Components" means articles, materials, and supplies incorporated directly into the end products; (2) "End products" means articles, materials, and supplies acquired under this contract for MCCS use; (3) "Domestic end products" means: (a) a non-manufactured end product mined or produced in the United States; OR (b) an end product manufactured in the United States, if the cost of the components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The cost of each component includes transportation costs to the place of incorporation into the end product and any applicable duty (whether or not a duty-free entry certificate is issued). Components of foreign origin shall be treated as components mined, produced, or manufactured in the United States if the Government determines that the

H0119-H-0003 of 136

components are not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality. In acquisitions components of Canadian origin above $25,000 and Mexican components above $56,190 are treated as domestic components. (4) "Designated country end product" means an end product that: (a) is wholly the growth, product, or manufacture of the designated country; OR (b) in the case of an article that consists in whole or in part of materials from another country or instrumentality, has been substantially transformed into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed that of the product itself. It does not include service contracts as such. Designated countries are: Afghanistan, Angola, Antigua and Barbuda, Aruba, Australia, Austria, Bahamas, Bahrain, Bangladesh, Barbados, Belgium, Belize, Benin, Bhutan, British Virgin Islands, Bulgaria, Burkina Faso, Burundi, Cambodia, Canada, Central African Republic, Chad, Chile, Comoros, Costa Rica, Cyprus, Czech Republic, Democratic Republic of Congo, Denmark, Djibouti, Dominica, Dominican Republic, East Timor, El Salvador, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Finland, France, Gambia, Germany, Greece, Grenada, Guatemala, Guinea, Guinea-Bissau, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Jamaica, Japan, Kiribati, Korea (Republic of), Laos, Latvia, Lesotho, Liechtenstein, Liberia, Lithuania, Luxembourg, Madagascar, Malawi, Maldives, Mali, Malta, Mauritania, Mexico, Montserrat, Morocco, Mozambique, Nepal, Netherlands, Netherlands Antilles, Nicaragua, Niger, Norway, Oman, Peru, Poland, Portugal, Romania, Rwanda, Samoa, Sao Tome and Principe, Senegal, Sierra Leone, Singapore, Slovak Republic, Slovenia, Solomon Islands, Somalia, Spain, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Sweden, Switzerland, Taiwan, Tanzania, Togo, Trinidad and Tobago, Tuvalu, Uganda, United Kingdom, Vanuatu, Yemen and Zambia. (5) "Caribbean Basin country end product" means an end product that: (a) is wholly the growth, product, or manufacture of a Caribbean Basin country; OR (b) in the case of an article that consists in whole or in part of materials from another country or instrumentality, has been substantially transformed into a new and different article or articles from which it was transformed. The term includes services (except transportation services) incidental to its supply, provided that the value of those incidental services does not exceed that of the product itself. It does not include service contracts as such. Caribbean Basin countries are: Antigua and Barbuda, Aruba, The Bahamas, Barbados, Belize, British Virgin Islands, Dominica, Grenada, Guyana, Haiti, Jamaica, Montserrat, Panama, St Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad and Tobago. (6) "Offered cost" means the end product cost plus actual or constructive costs of handling, the transportation to the final destination, and applicable customs duty. (7) "United States" means the 50 states, the District of Columbia, Puerto Rico, American Samoa, the U.S. Virgin Islands, Baker Island, Guam, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Island.

H0119-H-0003 of 136

c. CERTIFICATION: The Offeror hereby certifies that each end product offered in response to this solicitation, EXCEPT THOSE LISTED BELOW, is a domestic end product. Components of unknown origin are considered to have been mined, produced or manufactured outside the United States, a designated country a NAFTA country or a Caribbean Basin country. LIST OF END PRODUCTS WHICH ARE NOT DOMESTIC LINE ITEM NO COUNTRY OF ORIGIN _____________ _____________________ _____________ _____________________ _____________ _____________________ _____________ _____________________ (Attach supplemental listing as necessary.) If the above listing is left blank, Offeror is certifying that all end products offered are domestic end products. d. In accordance with applicable law, the following method will be used in evaluating the procurements to be made in this procurement: For purpose of evaluating offers only, 6% will be added to the offered cost when a non-domestic end product is offered for the procurement. This percentage shall be applied, based upon the nature of the procurement, as stated in the award evaluation paragraphs of the solicitation (i.e., by line item, line item group, or one award for all line items). For example, if award will be made by line item, 6% will be added to the offered cost of any line item for which a non-domestic end product is offered. If award will be made by line item group, 6% will be added to the total offered cost for any line item group when the offer for the line item group includes at least one non-domestic end product. If one award will be made for all line items, 6% will be added to the total offered cost for all line items when the offer includes at least one non-domestic end product. Based on current Trade Agreements dollar thresholds, the additional 6% calculation will not be applied to the non-domestic end products for countries designated in the applicable trade agreement.

H0119-H-0003 of 136

L. SECTION L: INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS AND RESPONDENTS (ACNL 1000 MAR 2016)

L.1 DEFINITIONS (ACNL 0001 SEP 2015)

As used herein: a. The term "solicitation" means a request for proposal (RFP) when an procurement is negotiated. b. The term "offer" means "proposal" when a procurement is negotiated. L.2 PREPARATION OF OFFERS (ACNL 0002 SEP 2015)

a. To submit a proposal electronically under this RFP, offers will need to prepare the proposal on a word processor or spreadsheet program. The technical proposal and price proposal must be contained on separate files which must be identified as either Technical or Price and include the RFP number.

b. Offerors are expected to examine the drawings, specifications, schedule, and all instructions. Failure to

do so will be at the Offeror’s risk. c. Each offeror shall furnish the information required by the solicitation. The offeror shall sign the offer

and print or type its name on the Schedule A and each continuation sheet on which it makes an entry. Erasures or other changes must be initialed by the person signing the offer. Offers signed by an agent shall be accompanied by evidence of that agent's authority, unless that evidence has been previously furnished to the issuing office.

d. Complete the commission fee for Services and Products independently. e. For each item offered, offerors shall (1) show the unit price/cost, including, unless otherwise specified,

packaging, packing, and preservation and (2) enter the extended price/cost, the unit price/cost will be presumed to be correct, subject, however, to correction to the same extent and in the same manner as any other mistake.

f. Offers for products or services other than those specified and optional items may be considered as

follows:

(1) Any additional/optional features offered must be identified as such in the technical proposals.

(2) Any additional features offered which would cause the contractor’s offered price to be in excess of what it might offer without such additional/optional features being contained in the offered product/service MUST be separately priced as an additional line item in section B (to be provided by the offeror).

g. Offerors must state a definite time for delivery of supplies or for performance of services, unless otherwise specified in the solicitation.

h. Time, if stated as a number of days, will include Saturdays, Sundays, and holidays.

H0119-H-0003 of 136

i. Proposals must be submitted for printing to standard 8-1/2 X 11 paper. Each page must be numbered in sequence. Each section should start on a new page. Standard promotional literature and brochures are acceptable to supplement proposal responses and should be referenced and included in an appendix. Response materials must be bound together; however, individual pages should be easily removed and replaceable for photocopying purposes. Use a table of contents and tabs for ease of reference.

j. Unnecessarily elaborate proposals beyond that sufficient to present a complete and effective proposal

are not desired and may be construed as an indication of the Offeror’s lack of cost consciousness. Elaborate artwork, expensive paper and bindings, and expensive visual and other presentation aids are neither necessary nor desired.

k. MCCS is not liable for any costs incurred by the prospective contractors in submitting a proposal in

response to this RFP. L.3 EXPLANATION TO PROSPECTIVE OFFERORS (ACNL 0003) Any prospective offeror desiring an explanation or interpretation of the solicitation, Section C Statement of Work, specifications, etc., must request an explanation, in writing to the Contracting Officer, soon enough to allow a reply to reach all prospective offerors before the submission of their offers. Oral explanations or instructions given before the award of the contract will not be binding. Any information given to a prospective offeror concerning a solicitation will be furnished promptly to all other prospective offerors as an amendment of the solicitation, if that information is necessary in submitting offers or if the lack of it would be prejudicial to any other prospective offerors. L.4 ACKNOWLEDGEMENT OF AMENDMENTS TO SOLICITATIONS (ACNL 0004) Offerors shall acknowledge receipt of any amendment to this solicitation (a) by signing and returning the amendment; (b) by identifying the amendment number and date in the space provided for this purpose on the form for submitting an offer, Schedule A; or (c) by letter or electronically. MCCS must receive the acknowledgment by the time specified for receipt of offers.

L.5 SUBMISSION OF OFFERS (ACNL 0005) Offers and modifications thereof shall be submitted in sealed envelopes or packages (1) addressed to the office specified in the solicitation and (2) showing the time specified for receipt, the solicitation number, and the name and address of the offeror. L.6 FAILURE TO SUBMIT OFFER (ACNL 0006) Recipients of this solicitation not responding with an offer should not return this solicitation, unless it specifies otherwise. Instead, they should advise the issuing office by letter or e-mail whether they want to receive future solicitations for similar requirements. If a recipient does not submit an offer and does not notify the issuing office that future solicitations are desired, the recipient’s name may be removed from the applicable mailing list. L.7 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWAL OF PROPOSALS (ACNL 0007) a. A late proposal is defined as any proposal or amendment received at the office designated in the solicitation after the exact time and date set in the solicitation for receipt of proposals. Proof of a timely delivery can be determined if the proposal is received before the exact time and date specified for receipt of proposals or if it is received before award is made and it--

H0119-H-0003 of 136

(1) Was sent by registered or certified mail not later than the fifth calendar day before the date specified for receipt of offers (e.g., an offer submitted in response to a solicitation requiring receipt of offers by the 20th of the month must have been mailed by the 15th); (2) Was sent by mail (or electronically if authorized) or hand-carried (including delivery by a commercial carrier) and it is determined by MCCS that the late receipt was due primarily to mishandling by the MCCS after receipt at the Government installation; (3) It was sent by U.S. Postal Service Express Mail Next Day Service-Post Office to Addressee, not later than 5:00 p.m. at the place of mailing two working days prior to the date specified for receipt of proposals. The term “working days” excludes weekends and U.S. Federal holidays; or (4) It was transmitted through an electronic method authorized by the solicitation and was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals. b. MCCS reserves the right to consider late proposals or late revisions to proposals when it would be to MCCS’ advantage to do so; however, late proposals are not solicited nor encouraged. Late proposals (including revisions) will be opened to determine if it would be to MCCS’ advantage to consider them. c. A late proposal or late revision will not be considered if it appears in the opinion of the Contracting Officer that the integrity of the competitive negotiation process might be jeopardized or proposals are received substantially late (i.e., 2 days or more). d. Any modification of a proposal or quotation, except a modification resulting from the Contracting Officer's request for "best and final" offer, is subject to the same conditions as in subparagraphs (a) (b) and (c) above. e. A modification resulting from the Contracting Officer's request for "best and final" offer received after the time and date specified in the request will not be considered unless received before award and the late receipt is due solely to mishandling by the MCCS after receipt at the Government installation. f. The only acceptable evidence to establish the date of mailing of a late proposal or modification sent either by registered or certified mail is the U.S. or Canadian Postal Service postmark on the wrapper or on the original receipt from the U.S. or Canadian Postal Service. If neither postmark shows a legible date, the proposal, quotation, or modification shall be processed as if mailed late. "Postmark" means a printed, stamped, or otherwise placed impression (exclusive of a postage meter machine impression) that is readily identifiable without further action as having been supplied and affixed by employees of the U.S. or Canadian Postal Service on the date of mailing. Therefore, offerors or quoters should request the postal clerks to place a hand cancellation bull's-eye postmark on both the receipt and the envelope or wrapper. g. The only acceptable evidence to establish the time of receipt at the Government installation is the time/date stamp of that installation on the proposal wrapper or other documentary evidence of receipt maintained by the installation. h. The only acceptable evidence to establish the date of mailing of a late offer or modification sent by Express Mail Next Day Service-Post Office to Addressee is the date entered by the post office receiving clerk on the “Express Mail Next Day Service-Post Office to Addressee” label and the postmark on both the envelope or wrapper and on the original receipt from the U.S. Postal Service. “Postmark” has the same meaning as defined

H0119-H-0003 of 136

in paragraph f. of this provision, excluding postmarks of the Canadian Postal Service. Therefore, offerors or respondents should request the postal clerk to place a legible hand cancellation bull’s eye postmark on both the receipt and the envelope or wrapper. i. Proposals may be withdrawn by written notice or electronically (including mailgram) received at any time before award. Proposals may be withdrawn in person by an offeror or an authorized representative, if the representative's identity is made known and the representative signs a receipt for the proposal before award. j. If an emergency or unanticipated event interrupts normal Government processes so that proposals cannot be received at the office designated for receipt of proposals by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of proposals will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume. If no time is specified in the solicitation, the time for receipt is 4:00 p.m., local time, for the designated Government time. L.8 CONTRACT AWARD – NEGOTIATED (ACNL 0008 SEP 2015) a. The MCCS will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to MCCS, cost or price and other factors, specified elsewhere in this solicitation, considered. b. The MCCS may (1) reject any or all offers if such action is in the public interest, (2) accept other than the lowest offer, and (3) waive informalities and minor irregularities in offers received. c. The MCCS may award a contract on the basis of initial offers received, without discussions. Therefore, each initial offer should contain the Offeror’s best terms from a cost or price and technical standpoint. d. MR/MCCS may accept any item or group of items of an offer, unless the Offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may be submitted for quantities less than those specified. MR reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered, unless the Offeror specifies otherwise in the offer. e. A written award or acceptance of offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer shall result in a binding contract without further action by either party. Before the Offeror’s specified expiration time, MCCS may accept an offer (whether or not there are negotiations after its receipt) unless a written notice of withdrawal is received before award. Negotiations conducted after receipt of an offer do not constitute a rejection or counteroffer by MCCS. f. Neither financial data submitted with an offer, nor representations concerning facilities or financing, will form a part of the resulting contract. However, if the resulting contract contains a clause providing for price reduction for defective cost of pricing data, the contract price will be subject to reduction if cost or pricing data furnished is incomplete, inaccurate, or not current. L.9 LABOR INFORMATION (ACNL 0009 SEP 2015) General information regarding the requirements of the Walsh-Healey Public Contracts Act (41 U.S.C. 35-45), the Contract Work Hours Standards Act (40 U.S.C. 327-330), the Service Contract Labor Standards (41 U.S.C. 351-357), and Construction Wage Rate Requirements may be obtained from the Department of Labor, Washington, DC 20210, or from an regional office of that agency. Requests for information should include the solicitation

H0119-H-0003 of 136

number, the name, and address of the issuing agency, and a description of the supplies or services. The Department of Labor website is www.dol.gov.

L.10 ORDER OF PRECEDENCE (ACNL 0010) Any inconsistency in this solicitation shall be resolved by giving precedence in the following order: (a) the Schedule – Statement of Work (excluding the specifications); (b) representations and other instructions; (c) contract clauses; (d) other documents, exhibits, and attachments; and (e) the specifications. L.11 SITE VISITS (ACNL 0011 SEP 2015) Offerors may inspect the site(s) (the property) where the services are to be performed to satisfy themselves as to all general and local conditions that may affect the cost of performance of the contract; to the extent such information is reasonably obtainable. This does not; however, include any discussions or questions regarding contractual terms and conditions and changes to the specifications. All questions concerning this proposal shall be submitted in writing to the Contracting Officer. In no event will a failure to inspect the site constitute grounds for a claim after award of the contract. Arrangements for site visits shall be made through and/or coordinated with the HQ COR. L.12 INCONSISTENCY IN SOLICITATION. Any inconsistency in this solicitation shall be resolved by the Contracting Officer designated in the solicitation. L.13 PROPRIETARY INFORMATION (ACNL 0012) Proprietary Information. MCCS will not be bound by any language in any offer purporting to limit MCCS’ right to use or to disclose any offer or any part of an offer because of proprietary information in it, unless the contracting officer specifically agrees in writing to each limitations. L.14 ELECTRONIC OR FACSIMILE OFFERS (ACNL 0013-a JAN 2015) Electronic offers will be accepted in response to the solicitation. L.15 TYPE OF CONTRACT – FIRM FIXED PRICE (ACNL 0014 SEP 2015) MR/MCCS contemplates award of a negotiated Firm-Fixed Price contract resulting from this solicitation unless an existing government contract is available that may be determined more advantageous to MR/MCCS. L.16 OFFEROR’ QUALIFICATIONS (ACNL 0015 SEP 2015) By submitting a response to this solicitation, the Offeror certifies that it has sufficiently trained personnel to perform the work required. In addition to the minimum standards for responsible Contractors, the following additional standards shall apply: to the extent that a prospective Contractor proposed to perform the contract by subcontracting, acceptable evidence of his "ability to obtain" experience and pertinent skills shall be a commitment or explicit arrangement which must be in existence prior to being awarded a contract under this solicitation. L.17 INCURRING COSTS (ACNL 0016) The MCCS shall not be liable for any costs incurred by the offerors in submitting offers in response to this solicitation, including any site visits by offerors.

L.18 PROPOSAL PACKAGE (ACNL 0017 SEP 2015) The proposal package must include the specified information and a minimum with the following copies: One (1) Hard Copy each; One Complete Electronic Copy on CD or USB of the following:

H0119-H-0003 of 136

- Technical Proposal; - Price Proposal; and - Financial Data.

L.19 PROPOSAL. Proposals should be thorough but concise and contain information responsive to each of the proposal areas identified below. The proposal package must include the specified information of the following parts:

L-19.1 Technical Proposal-Part One. Each technical proposal shall include a table of contents with pages number references and the following: a. Section One:

Part One - Statement of Work (SOW). The SOW shall specify in clear, understandable terms the work to be done. The Offeror’s understanding of the validation requirement, the services, and the work effort required to provide them will be a critical part of the evaluation. Part Two – Provide a proposal on the National, Regional, and/or Japan Location(s) in which your offer encompasses. Ensure to address each clause and sub-clause of this request for proposal as required. NO assumptions will be made. b. Section Two: Describe your business strategy, methodology, and approach to these services and retail operations. c. Section Three: Implementation Plan. Describe the proposed methodology and approach to support the successful completion of the solicitation requirements. Clearly identify any required MR tasks/responsibilities to include respective MR due/completion dates in order to affect a successful implementation. Identify any dependencies, issues, risks, mitigations. Submit the back-up documentation i.e. Strength, Weakness, Opportunity, Threat (SWOT), Risk Analysis, or other methodology used to validate the project plan. Clearly identify any proposed follow-on tasks and/or steps that are not part of this solicitation yet are needed in order to complete the work as proposed. d. Section Four: Preliminary Architectural Design. Describe a proposed infrastructure to support the operation. Using a site(s) from the site visits, provide a rough drawing, CAD not required to outline the operational flow and design. e. Section Five: Corporate Experience/Past Performance. Provide a narrative describing the Offeror’s knowledge, experience, qualification, and past performance directly related to the SOW under this requirement. The offeror shall clearly identify the nature of any partnerships/teaming arrangements and/or subcontracting arrangements in fulfilling the RFP requirements. Offeror shall provide a list of at least three (3) clients including names, addresses, and points of contact, telephone numbers, and e-mail addresses. Offerors must submit a Financial and Technical Capability Data Sheet using the format provided in Attachment J-29. L-19.2. Price Proposal-Part Two. The price/commission offering proposal shall be submitted as a separate document from the technical proposal above. The price proposal shall be prepared in compliance with the following. a. Section One - Completed, dated, and signed copies of the Solicitation Offer and Award (Section A – Page 1) and the Representation and Certifications of Offerors (Section K, Representations and Certifications) with definitions and statements where applicable shall be included.

H0119-H-0003 of 136

b. Section Two – Firm-Fixed Pricing for Services and Products (Standard Sampling to evaluate customer savings) to be charged customers. Section B, Page and Attachment J. Prices shall be stated in United States dollars).

MR must have all pricing identified up-front, on a firm-fixed price basis. Any pricing for services not identified in the provided service and product list should be proposed in a separate schedule as appropriate. Any opportunity for multiple courses of action i.e. Corporate operated and franchised assigned, should be defined, and clarified separately within the proposal.

DO NOT PROPOSE ELEMENTS FOR MPLEMENTATION FOR WHICH THERE IS NO PRICING INCLUDED. ALL PRICES ARE TO BE PROVIDED ONLY in the pricing proposal.

c. Section Three - Complete a separate offering for Commission – Provide the commission fee % for Services and Products independently. Provide a cost breakdown structure and margin analysis of services and retail products. L.19.3. Financial Data-Part Three. a. The offeror shall provide its most recent annual audited financial statements, and a copy of the most recent quarterly (or other partial year) financial statement. In the event audited financials are not available, the Offeror shall provide all information deemed relevant to demonstrate the Offeror's financial capability to perform the requirements of the RFP. The financial data may be provided in the same binder as the pricing proposal. b. A narrative that demonstrates its financial capacity to undertake and complete the project as proposed and to furnish barber shop operations in accordance with the RFP. c. DUN & Bradstreet Comprehensive report – not more than five (5) old prior to the date of submission. d. If the Proposal is submitted by a partnership and/or joint venture, provide full information concerning the nature and structure of the partnership and/or joint venture, including: i. Entity(ies) that will be guaranteeing contract performance; ii. Date of joint venture or partnership; iii. Does the agreement between members comprising the joint venture make each jointly and severally liable for contractual obligations of this project? d. Failure to submit a Technical Proposal, Price Proposal, Financial Information, Certifications and references shall be a basis for rejection of the offer. L.20 PREPARATION OF PROPOSALS. Proposals shall be submitted electronically in Microsoft Word and/or Excel Format. Each page must be numbered in sequence. Each section should start on a new page. Standard promotional literature and brochures are acceptable to supplement proposal responses and should be referenced and included in an appendix however they are not acceptable material for the proposal and requirements alone. Brochure alone submissions will not be reviewed or evaluated.

H0119-H-0003 of 136

Response materials must be bound together; however individual pages should be easily removable and replaceable for photocopying purposes. The proposal should have a table of contents and be tabbed for ease of reference. Offerors are strongly encouraged to include a compliance matrix; which cross references the RFP citations to the offerors proposal indicating compliance to the terms, conditions, deliverables, and technical specifications of the RFP. Ensure you have addressed all of the factors to this proposal to include the:

a. Every form and attachment as applicable. b. Required specifications, corporate/regional branding, each site to be implemented. c. Contract banking and computer compliance for customer protection d. Attachment J-1: - TO BE UPDATED e. Attachment J-3: Contractor’s Operation and Staffing Plan f. Attachment J-4: Implementation Schedule g. Attachment J-5: h. Attachment J-6: i. Attachment J-8: Internal Revenue Service I-9 Form j. Attachment J-9: Financial and Technical Capability Sheet k. Submit applicable documents as required by Section L.

L.21 QUESTIONS (ACNL 0018) Questions on the solicitation shall be submitted by the Offeror in writing and reference the pertinent solicitation paragraph(s). Questions will only be accepted through MM/DD/YY (Time in 12 hour format) P.M. Will be updated based on final draft comment insertion Eastern local time, by e-mail to Contracting Officer’s Name at e-mail address [email protected]. You must confirm MR's receipt of your questions by calling Contracting Officer’s Name at (703)432-0175 prior to the questions due date. MR will respond to all questions by e-mail. All questions and responses will be provided to all Offerors. The name of your firm will be extracted from questions. L.22 WHERE AND WHEN TO SUBMIT PROPOSALS (ACNL 0019 SEP 2015) a. All offers submitted in response to this RFP shall be submitted, in a sealed envelope, marked in the lower left hand corner as follows: PROPOSAL DO NOT OPEN Solicitation Number: H0119-R-7238 Closing Date/Time/Zone: 21 December 2015, 1700 hrs. 5:00 P.M., Eastern Standard Time b. To ensure prompt delivery and to safeguard the contents, submission by registered mail is preferred. If the offeror desires to hand carry the proposal, it shall be enclosed in a sealed envelope, marked as described above and delivered to the address below. c. Delivery address is as follows:

Headquarters, US Marine Corps Business and Support Services Division (MR) Procurement Branch (MRB) Attn: Kimberly J. Dietzman 3044 Catlin Avenue Quantico, VA 22134-5099

H0119-H-0003 of 136

d. The offeror shall execute blocks in the Contractor section of the Page One, Marine Corps Community Services Solicitation Offer, and Award (Nonappropriated Funds) form, all areas in Section B, Section K and Section L of the Request for Proposal (RFP), as applicable. Technical information required by the RFP shall be submitted separately from the pricing information; however, all required documents constituting an offer shall be provided in the offer package. L.23 ELIGIBILITY OF PROPOSED CONTRACTOR(S) (ACNL 0020) a. Proposals will not be considered if submitted by brokers, active duty military personnel, or U.S. Government employees. This prohibition includes immediate family members of these personnel residing in the same household, unless approved before award of contract. b. The Offeror must have adequate resources to perform the resulting contract and, upon request, furnish proof of same to the contracting officer. The Contracting Officer may request a financial statement, a cost breakdown, a projected operating statement, or other data from any Offeror. Failure to furnish the data requested within the time specified may cause a firm to be determined nonresponsible.

H0119-H-0003 of 136

M. SECTION M: EVALUATION FACTORS FOR AWARD (ACNM 1000 MAR 2016)

M.1 AWARD (ACNM 0001 SEP 2015) This is a Best Value Procurement. MR/MCCS plans to make a single award to the Offeror determined to be the best value and most advantageous to MR/MCCS. MR/MCCS may also elect to use any other government contract that is found to be the most advantageous to MCCS. M.2 PROPOSAL EVALUATION (ACNM 0002 SEP 2015) a. Unless all Proposals are rejected, award will be made to the Offeror that submitted a conforming Proposal that is determined, using the Evaluation Factors in Section M-3, to best meet the requirements stated in the SOW as outlined in Section C and is determined to be the best value response. b. “Best Value” is defined as the response that is determined by MR/MCCS to best meet the stated requirements with a reasonable and competitive total cost to MR/MCCS. If in the event two (2) or more competing proposals are assessed as substantially equal in meeting the stated requirements, the lowest estimated cost considered realistic shall be determinative. "Substantially equal" proposals are those that do not demonstrate any clear evidence of superiority in meeting the stated requirements relative to each other. a. Proposal Evaluation. An evaluation team will be established to evaluate each proposal in response to this solicitation on the basis of the evaluation factors in Section M-3, below. The technical and non-technical aspects of each proposal will be evaluated. b. Deficient Proposals. A proposal may be determined to have major deficiencies if it materially deviates from requirements stated in the SOW. Such proposals may not be considered for further evaluation or selection. c. Please note that it is possible an award may be made from the initial proposals received, without discussions. Offerors are requested to ensure that initial proposals are the Offeror’s best offer possible. d. Proposals may be excluded from a competitive range for award based on price and price related factors alone (see provision M.4) or in combination with the initial technical evaluation, in order to limit the number of requested software demonstrations to two or three offerors for purposes of economy to the MR. An award will only be made to one of the offerors selected to demonstrate their software. A competitive range will be established upon the selection of proposals for software demonstration. e. Negotiations may be conducted with those falling within the competitive range, after which the best and final offers will be solicited from those firms included in the negotiations. Following receipt of the best and final offers, each offer will be further evaluated and an award will be made to the offeror whose offer, conforming to the solicitation, presents the best value to MR. M.3 EVALUATION FACTORS (ACNM 0003 SEP 2015) All proposals of responsible offerors will be evaluated based on the weighted factors set forth below listed in descending order of importance. a. Technical Proposal (1) Technical Capability, Understanding, and Approach (2) Knowledge, Experience, and Qualifications (3) Past Performance

H0119-H-0003 of 136

b. Price All technical proposals of responsible offerors received must include the five following elements evaluated in the following descending order of importance (1Commission- 2. Corporate Ability for Total Enterprise Contract- 3. Brand Recognition 4. Implementation Plan, 5. Corporate Experience/Past Performance). M.3.1 Factors to be Considered. a. Price. In determining a fair and reasonable price, price will be evaluated from the perspective of Pricing Analysis through comparison of proposed prices received in response to the solicitation, comparison with published price lists, historical data, examination of the current market, comparison of proposed prices with prices obtained through market research for the same or similar items, and analysis of pricing information provided by the offeror. b. Corporate Ability for Total Enterprise Contract-Statement of Work- MCCS will evaluate Offerors on the degree to which the SOW demonstrates knowledge, understanding, and capability to complete the objectives. This includes price analysis of the prices charged the patrons c. Brand Recognition d. Implementation Plan. The MCCS will evaluate the degree to which the implementation plan describes how the offeror intends to manage and coordinate the task efforts of this contract to complete a successful implementation. f. Corporate Experience/Past Performance. Past performance will be evaluated for relevancy based on the Offeror’s experience performing tasks similar in size, scope, and/or complexity. Past performance will also be evaluated to determine the level of risk posed on the basis of customer satisfaction with the Offeror’s prior performance. M.4 EVALUATION OF OPTIONAL ITEMS (ACNM 0004) a. Except when it is determined not to be in MCCS best interests, MCCS will evaluate optional items for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate MCCS to exercise any option. b. MCCS may reject an offer as unacceptable if it is materially unbalanced as to prices for the basic requirement and the option quantities. An offer is materially unbalanced where it is both mathematically unbalanced, that is, nominal prices are offered for some of the items and enhanced prices for others, and there exists a reasonable doubt whether award based on a mathematically unbalanced offer will result in the lowest cost to MCCS. M.5 PRICE (ACNM 0005) Determination of a realistic price will be used to determine the Offeror’s understanding of the requirements set forth in the solicitation and to assess the validity of the Offeror’s approach; i.e., prices which are found to be either unreasonably high or unreasonably low in relation to the work proposed may result in the overall proposal being considered unacceptable and further evaluations may be discontinued. The burden of proof as to price credibility rests with the offeror. In determining realistic price, price will be evaluated from the perspective of Pricing Analysis (e.g., competition, historical data, and examination of the current market) to

H0119-H-0003 of 136

include an examination of individual price elements and the reasonableness of the prices for the effort proposed. M.6 OPENING OF PROPOSALS AND NEGOTIATION (ACNM 0006) No information regarding proposals received will be furnished prior to completion of evaluations, negotiation, and award of the contract. M.7 SELECTION (ACNM 0007) a. Notification of Selection. The Contracting Officer will notify the selected offeror upon completion of the selection process. b. Notification of Non Selection. The Contracting Officer will notify all offerors not selected, advising them of the proposal which was selected.