Attachment 2 - Definitions TC Clauses_10.28.24.pdf

Attachment 2 Definitions, Terms and Conditions, Clauses

Food Service Concession at the Defense Advanced Research Projects Agency in Arlington, Virginia October 28, 2024

1. Definitions

a. Contract: Means a mutually binding Contract between the Government and a nongovernment entity that: is between competent parties; includes and offer and an acceptance; includes valid consideration; is for a lawful purpose; clearly sets forth the terms of the Contract; and is in a form as required by law. Contract includes (but is not limited to) acceptance; award and notice of award pertaining to an Contract or order, to include amendments; and all types and forms of job orders or task letters issued under basic ordering Contracts; licenses, letter contracts; consignment and e-commerce Contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or performance; and bilateral modifications.

b. Contractor: Means any individual, partnership, corporation or other legal entity, that directly or indirectly (for example through an affiliate), submits offers for or is awarded, or reasonably may be expected to submit offers for or be awarded, a contract, or a subcontract; or that conducts business, or reasonably may be expected to conduct business, as an agent or representative of another contractor. Contractor also means “vendor,” “seller,” “supplier,” “concessionaire,” “manufacturer,” “distributor,” and/or “licensee”.

c. Government: Means the United States of America, and any entity thereof, which includes the Defense Advanced Research Projects Agency (DARPA) and the Department of Defense.

d. Parties: Means DARPA and the Contractor.

2. Period of Performance

The Contractor shall operate the concession specified herein for a period of five (5) years from the date the cafeteria first opens for business.

3. Contract Renewals

a. This Contract may be renewed for three (3) additional periods of 60 months each.

Renewals will be made in writing by mutual agreement of the Parties.

b. Should the Contractor not intend to renew the contract, the Contractor is obligated to provide at least ninety (90) days written notice of such intent to DARPA.

c. If the Contractor fails to provide the required notice of its intent not to renew the Contract, DARPA may extend the period of performance, in its sole discretion, for up to ninety (90) days after the date the notice is provided by the Contractor.

4. Nonexclusive Contract

This Contract does not establish the Contractor as the exclusive provider of the products and services covered by this Contract at the DARPA Headquarters building located at 675 N.

Randolph Street, Arlington, Virginia. The Contract does not prohibit the Government from selling and/or providing the same or similar products or services at other locations in the DARPA Headquarters building.

5. Business Ownership

The Contractor must perform the requirements of this Contract regardless of the status of its ownership of the business. The Contractor must notify the Contracting Officer, in writing, in advance of any potential change in ownership or change of name. DARPA has the sole discretion to approve or deny such a change. If approved, the Contracting Officer will recognize the change with a modification to the contract. Should the Contractor fail or be unable to perform due to an ownership change without obtaining approval by contract modification, the Contractor will be in breach of the Contract, which is grounds for immediate termination of the Contract for default and possible suspension or debarment.

6. License to Operate and Removal/Exclusion Under this Contract, DARPA grants the Contractor a nonexclusive, revocable license to operate a concession as described in the Statement of Work. Upon termination or expiration of this Contract, the Government shall have the right to remove and exclude the Contractor and any of its equipment, property, and employees from the DARPA facility without violating any Federal or state law, policy, or regulation. The Contractor does not become an agency, independent establishment, or governmental corporation under the authority of DARPA or the Department of Defense (DoD) by virtue of the license granted under the Contract, nor shall the Contractor’s employees be deemed to have become agents, employees, or officials of DARPA or DoD. The Contractor must comply with all Federal, state, and municipal laws, codes, and regulations applicable to its business in performing the requirements of this Contract.

7. Contracting Officer’s Representative

a. The Contracting Officer hereby appoints the following individual as the Contracting Officer

Representative (COR) for this Contract:

Designation COR Name and Title TBD Phone# TBD Email Address TBD

b. The COR is responsible for monitoring progress and overall surveillance of services to be performed under this Contract and should be contacted regarding questions or problems.

c. The COR is not authorized to change or modify any aspect of this Contract (requirements, specifications, scope of work, terms, conditions, etc.). Only the Contracting Officer has this authority.

i. In no event will any understanding, agreement modification, change order, or any other matter that changes any aspect of the Contract, between the Contractor and any other person, will be binding or effective on DARPA.

ii. When/if in the opinion of the Contractor an effort outside the existing scope of the Contract is requested, in the absence of a written modification signed by the Contracting Officer, the Contractor shall promptly notify the Contracting Officer in writing.

8. Subcontractors and Outside Associates / Consultants Any subcontractors and outside associates or consultants required by the Contractor in connection with the services required by the Contract will be limited to individuals or firms that were specifically identified in Contractor’s proposal and agreed to during negotiations.

The Contractor shall obtain the Contracting Officer's written approval before making any substitution for these subcontractors, associates, or consultants. This Contract or any part thereof may not be subcontracted without prior written approval of the Contracting Officer.

9. Indemnity The Contractor agrees to indemnify and hold harmless the Government (including agencies and instrumentalities), and their officers, agents, and employees against liability (including for infringement upon any U.S. or foreign patent, copyright, or trademark right), and against any and all claims for loss, death, injury, or property damage (including costs and expenses incidental thereto) arising out of or in connection with: (i) the furnishing by the Contractor of any products, services, or equipment required in the performance of this Contract; (ii) any of the activities or actions of the Contractor's subcontractors, representatives, agents, or employees while performing this Contract; or (iii) any of the Contractor's activities, actions, or omissions.

10. Adverse Business Impact

a. The Government shall not be held liable to the Contractor for termination of the

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 safety/security processes; (iii) reductions in personnel, furloughs, and shutdowns;; (iv) Act of God; (v) pandemic; and/or (vi) closure/reorganization of the DARPA facility, whether or not beyond the control, fault, or negligence of the Government; without limitation.

b. The Government make no warranty or guaranty against sovereign acts. For acts that involve reorganization or closing of the DARPA facility after award of this Contract, but prior to commencement of Contractor operations, 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).

11. Accident Prevention

a. The 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, the Contractor shall:

(1) Comply with the standards issued by the Secretary of Labor at Title 29 of the Code of Federal Regulations (C.F.R) Part 1926 and 29 C.F.R. Part 1910; and,

(2) Ensure that any additional measures are taken which the Contracting Officer determines to be reasonably necessary for the purpose.

b. Whenever 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 shall 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 adjustment of the Contract price or extension of the performance schedule on any stop work order issued under this clause.

c. The Contractor shall insert this clause, including this paragraph, with appropriate changes in the designation of the parties, in subcontracts.

12. Service Contract Labor Standards

a. The Contractor is advised that this procurement is subject to the requirements of:

(1) The Service Contract Labor Standards (SCLS) (Title 41, United States Code, Chapter 67) (also known as the Service Contract Act of 1965, as amended). Any questions regarding this should be directed to the Department of Labor (DoL).

(2) Executive Order 14026, Increasing the Minimum Wage for Federal Contractors, as implemented by 29 C.F.R. Part 23. The Executive Order specifies the minimum wage rate to be paid to workers in performance of the Contract. Accordingly, the wage rates in the DoL Wage Determination listed below in paragraph 12.g below apply only if higher than the minimum wage rate required by the Executive Order.

Also, the fringe benefits set forth in the listed Wage Determination 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 is required by 41 U.S.C. § 6703(5) to contain a statement of the rates that would be paid by the Federal agency to the various classes of service employees if 5 U.S.C. § 5332 or 5 U.S.C. § 5341 were applicable.

d. The following required statements are for information only:

(1) Statement of wage and fringe benefit rates applicable to Federal employees pursuant to 5 U.S.C. § 5332 or 5 U.S.C. § 5341.

(2) Contribution of 5.1% of basic hourly rate for health and insurance programs.

(3) Contribution of 7% of basic hourly rate for retirement.

(4) Eleven (11) paid Federal holidays are as follows: New Year's Day, Birthday of

Martin Luther King, Jr., Washington’s Birthday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day.

(5) Paid annual leave (vacation) are as follows:

Years of Service Hours of Annual Leave Per Week 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 Defined by contractor TBD

e. No services under this Contract covered by the SCLS 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 involved in providing 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. The Wage Determination 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 Executive Order 14026 applies.

Location WD# Revision# WD Date State/County Virginia/Arlington WD # 2015-4281 (Food Services) Revision # 30 07/22/2024

The Wage Determination will only be changed, as required, via execution of a contract modification by the Contracting Officer.

(1) The DoL Wage Determination is available electronically and may be found at https://sam.gov/content/wage-determinations.

(2) If the Contractor is unable to obtain any Wage Determination incorporated by reference from the DoL website, the Contractor should request a copy from the Contracting Officer as identified elsewhere in this solicitation or Contract.

(3) Note: To accurately retrieve the referenced Wage Determination from the DoL website, it is necessary to retrieve the correct revision as identified in the Contract.

13. Establishing a Minimum Wage for Contractors per Executive Order 14026

h. This Contract is subject to Executive Order 14026, the regulations issued by the Secretary of Labor in 29 C.F.R. Parts 10 and 23 pursuant to the Executive Order, and specifically to all the provisions set forth in Appendix A to 29 C.F.R. Part 23. Accordingly, Appendix A is hereby incorporated by reference and has the same force and effect as if set forth in full in this Contract. The full text of the final rule, to include the regulations and clause are available at:

https://www.govinfo.gov/content/pkg/FR-2021-11-24/pdf/2021-25317.pdf

i. The Contractor is responsible for subcontractor compliance with the requirements of this clause and may be held liable for unpaid wages due subcontractor employees. The Contractor and any subcontractors shall include in any covered subcontracts the Executive Order 14026 minimum wage contract clause referred to above in paragraph 12 above and shall require, as a condition of payment, that the subcontractor include the minimum wage contract clause in any lower-tier subcontracts. The prime Contractor and any upper-tier Contractor shall be responsible for the compliance by any subcontractor or lower-tier subcontractor with the Executive Order 14026 minimum wage requirements, whether or not the Contract clause was included in the subcontract.

14. Paid Sick Leave

a. This Contract is subject to Executive Order 13706, Establishing Paid Sick Leave for

Federal Contractors, and to the regulations issued by the Secretary of Labor pursuant to 29 C.F.R. Part 13. Title 29 C.F.R. Part 13, Appendix A, is hereby incorporated by reference, having the same force and effect as if set forth in full in this contract. The full text of the regulation and Appendix are available at:

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 Executive Order 13706 and 29 C.F.R. Part 13.

c. This clause applies to all subcontracts where Executive Order 13706 and 29 C.F.R. Part 13 apply to the prime contract. Accordingly, the Contractor is responsible for https://sam.gov/content/wage-determinations https://www.govinfo.gov/content/pkg/FR-2021-11-24/pdf/2021-25317.pdf https://www.gpo.gov/fdsys/pkg/FR-2016-09-30/pdf/2016-22964.pdf subcontractor compliance with Executive Order 13706, 29 C.F.R. 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 C.F.R.

§ 13.44.

15. Combating Trafficking in Persons (CTIP)

a. Meanings of the terms coercion, commercial sex act, debt bondage, forced labor, involuntary servitude, severe forms of trafficking in persons, and sex trafficking are defined in the Trafficking Victims Protection Act of 2000, Public Law 106-386, October 28, 2000, available at: https://www.govinfo.gov/content/pkg/PLAW- 106publ386/pdf/PLAW-106publ386.pdf.

b. Policy. DARPA has adopted the U.S. Government’s zero tolerance policy regarding trafficking in persons. During the contract period of performance, Contractor and Contractor employees shall not:

(1) Engage in severe forms of trafficking in persons;

(2) Procure commercial sex acts;

(3) Use forced labor in the performance of the contract;

(4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents, such as passports or drivers' licenses, regardless of issuing authority;

(5) (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language understood by the employee or potential employee, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee or potential employee, and, if applicable, the hazardous nature of the work;

(ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;

(6) Charge employees or potential employees recruitment fees;

(7) (i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment-

(a) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States); or

(b) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States);

except that-

(ii) The requirements of paragraphs b.(7)(i) of this clause shall not apply to an employee who is-

(a) Legally permitted to remain in the country of employment and who chooses to do so; or

(b) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation;

(iii) The requirements of paragraph b.(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The Contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph b.(7)(ii) of this clause apply.

(8) Provide or arrange housing that fails to meet the host country housing and safety standards; or

(9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating. The employee’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons.

c. Contractor requirements. Contractor shall:

(1) Notify its employees of: Zero tolerance policy described in paragraph b. of this clause; and actions that will be taken against employees for violations of this policy.

(Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment); and

(2) Take appropriate action against employees or subcontractors that violate policy in paragraph b. of this clause, up to and including termination.

d. Notification. Contractor shall inform the Contracting Officer immediately of:

(1) Any information it receives from any source (including host country law enforcement) alleging a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and

(2) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause.

e. Remedies. In addition to other remedies available to DARPA, Contractor's failure to comply with the requirements of paragraphs c., d., or f. of this clause may result in

(1) Requiring the Contractor to remove a Contractor employee or employees from performance under the contract;

(2) Requiring the Contractor to terminate a subcontract;

(3) Suspension of contract or fee payments;

(4) Termination of the contract for default or cause, in accordance with the termination clause of this contract; and/or

(5) Suspension or debarment.

f. Mitigating Factor. The Contracting Officer may consider whether the Contractor had a Trafficking in Persons awareness program at the time of any violation as a mitigating factor when determining remedies.

g. Subcontracts. Contractor shall include the substance of this clause, including this paragraph g., in all subcontracts.

h. Additional information about Trafficking in Persons and examples of awareness programs can be found on the U.S. Department of State, Office to Monitor and Combat Trafficking in Persons (OMCTP) website at:

http://www.state.gov/j/tip/index.htm.

16. Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services and Equipment

a. Definitions. As used in this clause —

(1) “Covered foreign country” means The People’s Republic of China.

(2) “Covered telecommunications equipment or services” means –

(a) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(b) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(c) Telecommunications or video surveillance services provided by such entities or using such equipment; or http://www.state.gov/j/tip/index.htm

(d) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

(3) “Substantial or essential component” means any component necessary for the proper function or performance of a piece of equipment, system, or service.

b. Prohibition.

(1) The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, unless an exception at paragraph c.

of this clause applies or the telecommunication equipment or services are covered by a waiver obtained as described in the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year 2019 (Pub. L. 115-232), Sec 889.

(2) The Contractor is prohibited from using any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph c. of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in the NDAA for FY 2019 (Pub. L. 115-232), Sec 889. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

c. Exceptions. This clause does not prohibit contractors from providing —

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

d. Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph d.(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order.

(2) The Contractor shall report the following information pursuant to paragraph d.(1) of this clause:

(a) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(b) Within 10 business days of submitting the information in paragraph d.(2)(a) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

e. Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

17. Prohibition on a ByteDance Covered Application

a. Definitions. As used in this clause —

(1) “Covered application” means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

(2) “Information technology”, as defined in 40 U.S.C. § 11101(6) –

(a) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use –

i. Of that equipment; or

ii. Of that equipment to a significant extent in the performance of a service or the furnishing of a product:

(b) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(c) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

b. Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The

Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13.

c. Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

18. Contract Expiration or Termination

a. This Contract expires upon the conclusion of the last day of the period of performance established at the time of award, renewal, or any other extension thereto.

The last day of such period of performance is, therefore, referred to within this Contract as the expiration date.

b. Termination For Default

(1) The 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 circumstances:

• Contractor failure to pay required commissions, utilities, or other payments required by the Contract, including failure to pay such required amounts on time.

• Contractor failure to maintain required insurance; engaging in discriminatory practices; failure to allow inspections and audits; failure to comply with and abide by fire, safety, health and security laws and regulations; and failure to comply with environmental requirements.

• Contractor failure to diligently prosecute work required hereunder resulting in facility not being ready to open on time.

• Contractor failure to operate the concession as described and authorized.

• Contractor statements or actions indicating that the Contractor does not intend to, or will not be able to, continue or complete performance under the Contract.

Termination of Contractor’s agreement with franchisor(s) to operate the name brand(s).

(2) Before a determination is made to terminate this Contract for Contractor default, DARPA will provide a reasonable period to cure defects if circumstances and the nature of the default allow such a cure period.

(3) In the event DARPA terminates this Contract in whole or in part as provided in this clause, DARPA may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, supplies or services similar to those terminated. In addition to all other remedies or relief available to DARPA pursuant to this Contract or as otherwise provided by law, the Contractor shall be liable for additional costs suffered by DARPA as a result of the Contractor's default.

(4) In the event DARPA terminates this Contract in whole or in part as provided in this clause, DARPA is not liable to the Contractor for the value of any improvements made to Government property or for the value of any capital investments made to enable the Contractor to perform the concession.

c. The Government is not liable to the Contractor for damages resulting from termination of the Contract caused by a sovereign act by the U.S. Further, any actions beyond the control of DARPA that result in reduced business activity, including base realignments or closures (BRAC), will provide no basis for any claims by Contractor under the Contract.

d. Termination for the Convenience of the Government:

The Contracting Officer, by written notice, may terminate this Contract in whole or in part, at any time, when it is considered to be in the best interest of the Government.

If this Contract is terminated by DARPA before the ending date of the Contract, based not on the Contractor’s failure to comply with any material provision herein, the Contractor will be entitled to payment of an equitable adjustment to compensate for such termination. DARPA will not be liable for any anticipatory profits or costs incurred that reasonably could have been avoided, including but not limited to, the value of Contractor’s severable equipment or property or the costs of removal of the severable equipment or property. DARPA’s liability will be based on costs incurred by the Contractor that it can demonstrate to the satisfaction of the Government using the Contractor’s standard record keeping system. If Contractor’s settlement costs are based in part on unamortized capital investments and permanent improvement costs, DARPA’s liability respecting such capital investment and permanent improvement costs will be based on straight line amortization of such costs over the initial term of the contract.

19. Settlement of Accounts Upon Termination or Expiration

a. The Contractor shall, within 15 calendar days of contract expiration or termination, return all facilities and Government furnished equipment (GFE) in the same condition as provided, less normal wear and tear; and remove all of its own fixtures and merchandise.

b. The Contractor shall exercise due care in removing its property to prevent any damage to Government property. Government property damaged by the Contractor while removing its signage, equipment and fixtures shall be repaired or replaced at Contractor expense. If the Contractor’s fixtures and merchandise are not removed within 15 calendar days of expiration or termination, DARPA may use or dispose of such property and equipment, including removal and storage of said property, at their sole discretion. Contractor shall be liable to DARPA for the cost of removal and storage in a public warehouse, if applicable.

c. Contractor grants DARPA a security interest in any and all of its furniture, fixtures, and equipment on the premises to secure amounts owed or becoming owed under this Contract and authorizes the filing of Uniform Commercial Code documents to perfect the security interest. If a Contract termination is based on the Contractor’s failure to pay commissions or other financial obligations due under this Contract, including failure to pay such required amounts on time, DARPA reserves the right to take custody of and dispose of the Contractor’s furniture, fixtures, and equipment, without notice, to offset such debts.

20. Protests and Appeals

21. Offerors are encouraged to resolve any complaints or issues they may have with the Contracting Officer in an informal manner. Where an Offeror is not satisfied with the decision of the Contracting Officer, that Offeror reach out to DARPA_Ombudsman@darpa.mil.

22. Changes

a. The Contracting Officer may, at any time, by written order designated or indicated to be a change order, make changes in the work within the general scope of this Contract including changes:

(1) In the specifications (including drawings and designs);

(2) In the method or manner of performance of the work;

(3) In the Government-furnished facilities, equipment, materials, services, or site; or

b. Any other written or oral order which includes direction, instruction, interpretation, or determination from the Contracting Officer that causes a change, shall be treated as a change order under this clause, provided the Contractor gives the Contracting Officer written notice stating the date, circumstances, and source of the order; and that the Contractor regards the order as a change order.

c. Except as provided herein no order, statement, or conduct of the Contracting Officer shall be treated as a change under this Contract or entitle the Contractor to an equitable adjustment.

23. Payment Card Industry Data Security Standards (PCI DSS) Compliance - Concessionaires If the Contractor processes or otherwise has access to payment cardholder data, the Contractor shall adhere to the most current version of the Payment Card Industry Data Security Standards (PCI DSS). These requirements are available at https://www.pcisecuritystandards.org. The Contractor shall also include this clause in any subcontract that provides access to payment cardholder data.

24. Differing Site Conditions

a. The Contractor shall furnish immediate 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 inherent in work of the character provided for in the Contract. The written notice shall be furnished to the Contracting Officer before conditions are disturbed or at the latest, within 24 hours after noting such latent or unusual conditions that are not inherent in work provided for the Contract. Upon noting the latent or unusual conditions, all work related to the unusual or latent conditions will cease until specifically authorized by the Contracting Officer.

b. The Contracting Officer or his/her designated representative shall investigate the site conditions promptly after receiving the notice. If the conditions do materially differ and cause an increase or decrease in the cost of, or the time required for, performing any part of the work under this Contract, whether or not changed as a result of the mailto:DARPA_Ombudsman@darpa.mil conditions, an equitable adjustment in the commission and/or extension of time shall be made under this clause and the Contract modified in writing accordingly.

c. No request by the Contractor for an equitable adjustment in an extension of time under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in paragraph 23.a above for giving written notice may be extended by the Contracting Officer.

25. Federal Facility or Information System Access

a. The Contractor, including its employees, shall comply with all Federal facility and

Federal information system security requirements for accessing installations, systems, and any high security areas, as applicable to the performance of this Contract. All persons granted unescorted access to DARPA Headquarters concessions spaces must possess an authorized and valid credential. The Contractor shall coordinate with the COR and the relevant installation/system/facility security representative(s) for guidance on all applicable procedures.

b. Requirements for accessing Federal facilities and information systems are subject to change. It is the Contractor’s responsibility to comply with all current policies, procedures, and guidelines to obtain and maintain current credentials for all such access. The Contractor is responsible for ensuring that all of its relevant subcontractors and business partners comply with the requirements of this clause.

The Contractor shall insert this clause in all subcontracts or any other agreements when the subcontractor or other business partner, or any subcontractor or business partner employee(s), will require access to a Federally-controlled facility and/or Federally-controlled information system to perform the requirements of this contract.