CN-480000-SA087.pdf

DBS 730 (Rev. 06-15-2016) DOE Agreement Number: SA-087 (For Official Use Only) Permanent Agreement Number: _2026006____ Licensee Name: _Mitzi Bowen___________________ Facility #: _619___

STATE OF FLORIDA

DEPARTMENT OF EDUCATION

DIVISION OF BLIND SERVICES

BUSINESS ENTERPRISE PROGRAM

LICENSED OPERATOR FACILITY AGREEMENT

THIS LICENSED OPERATOR FACILITY AGREEMENT is entered into between the Licensee and the Licensor.

RECITALS

A. Licensor is the State Licensing Agency providing eligible individuals the opportunity to operate food service facilities (hereinafter "Facilities") consistent with the Randolph-Sheppard Act (20 U.S.C. §107) (hereinafter the "Act") and Chapter 413, Part 1, Florida Statutes (hereinafter the "Little Act").

B. Licensee is an eligible individual, fully trained or certified as fully trained, by Licensor to operate a Facility consistent with the Act and the Little Act and all applicable statutes, ordinances, codes and regulations.

C. Consistent with its duties under applicable law Licensor establishes

Facilities through contract or permit with various Federal, State, County, City and Private Property owners (collectively "Property Owners").

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. Acknowledgement of the Recitals: Composition of Agreement; Entire

Agreement; No Modifications Except in Writing; Renegotiation.

The parties to this agreement acknowledge that the above recitals are true and correct and are included as part of this agreement. This agreement between the Licensor and the Licensee concerning the subject matter hereof consists of this 26 page LICENSED OPERATOR FACILITY AGREEMENT, as well as any exhibits referenced in this LICENSED OPERATOR FACILITY AGREEMENT (the "Exhibits"). This LICENSED OPERATOR FACILITY AGREEMENT, and any Exhibits may be referred to collectively as the "Agreement". The Agreement represents the total and complete agreement of the Licensor and Licensee relating to the subject matter hereof. This Agreement replaces any previous or existing agreement or other document, written or oral, entered into by Licensor or Licensee, excepting those of a temporary nature. This Agreement shall not be modified except in writing signed by both the Licensor and the Licensee. The parties hereto agree to renegotiate this Agreement if court decisions or federal or state revisions of any applicable laws or regulations make changes in this Agreement necessary to ensure consistency with applicable law and the parties' intent.

II. The Licensee agrees:

A. Federal and State Laws and Regulations

1. To abide by and conduct business in accordance with all applicable health and business laws, codes, regulations, statutes, and other such regulatory requirements imposed on such businesses by state or federal agencies, including any political sub-divisions thereof.

2. To abide by and conduct business in accordance with the provisions of the applicable property-owner lease, contract, permit, agreement or other written instrument, incorporated by reference, allowing the Licensor to establish and operate a vending facility on federal, state or other property, including but not limited to so many stipulated hours of operation. Exhibit “A” includes a true and correct copy of such written instrument.

3. To abide by and conduct business in accordance with all rules, policies and procedures developed in collaboration with the State Committee of Vendors and implemented by the Licensor.

B. Assignments and Subcontracts

Not to sell, give away, or trade to another its responsibilities under this Agreement. Licensee agrees further not to enter into a contract, merger, reorganization, or consolidation relating to its responsibilities, assets, or liabilities under this Agreement unless approved in writing by the Licensor.

Such approval shall not be unreasonably withheld. Nothing in this Agreement, however, shall preclude the Licensee from hiring employees or agents to carry out functions, duties, or operations relating to the Facility, so long as the Licensee remains fully responsible for the operation of the Facility in accordance with the terms of this Agreement.

C. Independent Contractor and Indemnification

1. That Licensee is an independent contractor and, except for responsibilities imposed on the Licensor and Property Owners by the Act, Little Act, and rules and regulations implementing them, solely responsible for the proper operation of the Facility consistent with the terms of the Agreement.

2. The Licensee is responsible for the payment of Social Security, Income

Tax, State Sales Tax, Unemployment and all other taxes applicable to an independent contractor and arising from the operation of the Facility.

3. Except as specifically stated within this Agreement, Licensor shall not have the power to hire or fire Licensee's employees, control or have access to Licensee's funds or the expenditures of such funds, or in any other way exercise control over the Licensee's actions relative to this Agreement, except where necessary to ensure Licensee’s compliance with the terms of this Agreement.

4. Nothing in this Agreement shall be construed as creating an employment relationship, partnership, joint venture or agency between the parties or their respective employees, agents or representatives.

Nor shall this Agreement be construed as creating any obligation on the part of either party for any debts or liabilities of the other or of any employee, agent or representative.

5. To indemnify, defend, and hold the Licensor harmless from all claims, suits, judgments, or damages arising out of the negligent acts, negligent omissions or willful conduct of the Licensee, its employees, agents or representatives. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, nor shall anything in this Agreement be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any agreement.

D. Credit Agreements

To honor all terms of credit agreements offered by purveyors or other entities, including timely payment, required for the receipt of goods or services.

E. Insurance

1. That Licensee shall not be insured, in any manner, by or through the

Licensor, in particular, or the State of Florida, in general, as a result of this Agreement.

2. To provide annually as well as at such other times consistent with

Subsection F. of this section to the Licensor proof of adequate coverage for public liability, worker’s compensation insurance, and other policies of insurance required by law, and as required by the Department of the Navy Contract No. N6883626C0003, to protect the Licensee from claims or actions arising from Licensee's operation of the Facility.

F. Monitoring

To admit at reasonable times to the Facility duly authorized agents of the Licensor for the purpose of inspecting records, papers, documents, facilities, equipment, goods, and services of the Licensee directly relevant to the operation of the Facility under this Agreement. The Licensee agrees further to allow such agents to interview, in a professional manner, representatives, agents, or customers of the Licensee in order that Licensor may be assured of satisfactory performance of the terms and conditions of this Agreement.

Following such inspection and interview, Licensor shall deliver to the Licensee by hand or certified mail any written report, notation, or comment noting deficiencies or substandard conditions recorded by Licensor or its agent relating to such inspection and interview. The Licensee agrees to correct within 30 days of written notice any such deficiency or substandard condition. Failure by the Licensee to correct a serious or continuing deficiency or condition within 30 days of written notice may be considered by the Licensor to be a material breach of the Agreement.

G. Facility Operations

1. To set aside a percentage of the monthly net proceeds of the Facility

(hereinafter the "Set-Aside Levy") which percentage is set by the Licensor after collaboration with the State Committee of Vendors.

2. To ensure that Licensor receives, by not later than the last business day of the following month, a monthly report of operations of the Facility on a form and in a manner specified by the Licensor together with remittance by check drawn on the business account of the Licensee, money-order, cashier's check or electronic funds transfer for the full amount of the Set-Aside Levy generated during such month.

3. To maintain an annualized average net proceeds percentage which net proceeds and the means for proper calculation thereof are stated in the attached Exhibit "B."

H. Public Records

To allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S., and made or received by the contractor in conjunction with this Agreement. Licensee's noncompliance herewith shall be a material breach of this Agreement.

IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE LICENSEES’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT

Public Records Unit Florida Department of Education 325 West Gaines Street, Suite 1544 Tallahassee, FL 32399-0400 Phone: 850-245-9759 Email: PRR@fldoe.org

III. THE LICENSOR AGREES:

A. Facility

1. The Licensor shall have exclusive responsibility for site surveys, negotiation, and contracting with the appropriate property manager or owner to acquire the necessary lease, contract, or permit for the Facility.

B. Provision of Applicable Rules, Regulations and Policies

To provide the Licensee an accessible copy of this Agreement, the property lease agreement, and upon request of the Licensee, any applicable Rules, Regulations and Policies, which govern the administration of the Randolph- Sheppard Act and the Little Randolph-Sheppard Act no later than the signing of this Agreement.

IV. THE LICENSEE AND LICENSOR MUTUALLY AGREE:

A. Effective Timeframe

This Agreement shall begin on 04/01/2026, or the date the contract is signed by both parties. The Effective Date shall not occur prior to signature by both mailto:PRR@fldoe.org parties. This Agreement shall remain in effect during the pendency of Department of the Navy Contract No. N6883626C0003 assuming that it is not materially breached or terminated as set forth herein. The initial 12-month base period of Department of the Navy Contract No. N6883626C0003 ends on 03/31/2027, followed by four twelve-month option years beginning - 4/01/2027 and extending through 03/31/2031. An additional 6-month extension is optional following the conclusion of the fourth option year.

B. Facility

As between the Licensee and the Licensor, the Licensor retains title to the Facility and all listed Facility Equipment and fixtures contained therein, except that Licensee may own and operate such additional equipment as may be allowed under the terms and conditions governing the operation of the Facility.

C. Adequacy of Facility, Equipment, Product and Petty Cash

The Facility, listed equipment, inventoried product and stated petty cash are adequate for the purposes of this Agreement.

D. Termination

1. Termination by Mutual Consent. This Agreement may be terminated by mutual written consent of the parties.

2. Termination Because of Lack of Funds. In the event government funding to finance the specific government program within the State Licensing Agency under and through which this Agreement was drafted becomes unavailable, the Licensor may partially or totally suspend or terminate its obligations under the Agreement upon no less than forty-eight (48) hours’ notice to the Licensee. In the event of a suspension, should the Licensee be financially able to operate the Facility and honor all obligations brought on by the operation of the Facility, including adequate insurance thereon, then, notwithstanding the Licensor's lack of funds, Licensee may do so until such time as the Licensor's ability to monitor the Facility's operation, or repair or replace equipment, makes the continued operation of the Facility unsafe, untenable, or impracticable. In the event the Licensor chooses to exercise its termination option under this section neither party hereto shall have any further rights or obligations hereunder. In the event the Licensor suspends this Agreement but does not reinstate it before the end of the Agreement term, such suspension shall be considered an exercise of the Licensor's termination option. The Licensor shall be the final authority in determining all issues regarding this paragraph.

3. Termination due to Withdrawal of Facility. In the event the Facility is no longer available to the Licensor this Agreement shall be terminated.

4. Termination due to Abandonment of Facility. In the event the Facility is not open for business as required by the property owner’s leasing arrangements with the Division and the Licensee fails to notify the Division at least 48 hours in advance of such failure to operate, this Agreement shall be terminated.

5. Termination for Breach. The Licensor may, by written notice to the

Licensee, terminate this Agreement immediately upon any material breach by Licensee. In addition to those material breaches found as a matter of law, license revocation and such other additional items as are specifically identified in this Agreement or in Exhibit "D", which is attached hereto, shall also be considered material breaches of this Agreement.

6. Procedure upon Termination

i. Upon demand by the Licensor on or after the date of termination of this Agreement, the Licensee shall surrender the Facility without delay, along with equipment, fixtures, inventory, and petty cash not the property of the Licensee. The Licensee shall at the same time provide to the Licensor true copies of all business records of the Facility.

ii. Upon termination of this Agreement, the parties or their designated representatives shall conduct or cause to be conducted an exit inventory, record of which shall be provided to the Licensee and Licensor. If the cost basis of the exit inventory is greater than the cost basis of the initial inventory, the Licensor shall forthwith submit to the Licensee a check in the amount of the difference. If the cost basis of the exit inventory is less than the cost basis of the initial inventory, the Licensee shall forthwith submit to the Licensor a check in the amount of the difference.

E. Notice and Contact

1. All notices to the Licensor shall be directed to the attention of the

Bureau Chief of Business Enterprise, Division of Blind Services, Department of Education, Room 1114, Turlington Building, 325 West Gaines Street, Tallahassee, Florida 32399-0400; 850/245-0300 (Voice) and 850/245-0364 (Fax). All notices to Licensee under this Agreement shall be directed to Licensee. The Licensee shall keep the Licensor informed at all times of its current mailing address, telephone number and, where applicable, electronic address or fax number.

2. Unless otherwise provided herein, any notice to be given hereunder shall be in writing and shall be sent by hand-delivery, overnight courier service, by U.S. certified mail, postage prepaid, return receipt requested or by fax. Any notice given by properly addressed and stamped U.S.

certified mail, return receipt requested, shall be deemed to be given three (3) days following the date of mailing. Notice by overnight courier service shall be deemed to be given one (1) business day after such mailing. Notice by fax shall be deemed identical to hand-delivery.

F. Venue

Applicable law shall control venue.

G. Captions; Governing Law

This Agreement shall be governed by and construed in accordance with Florida law. Caption headings are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement.

H. Compliance with Law

To comply with all applicable federal and state laws and regulations, local ordinances, regulations of the Property Owner, including, but not limited to, the Act and the Little Act, as well as such requirements as may apply to the specific Facility or to the location thereof.

I. Mutual Drafting and Negotiation

Both parties contributed equally to the drafting and negotiation of this Agreement. As such, both parties agree that, in the event of a dispute over this Agreement, the provisions hereof shall not be more strictly construed against any party.

J. Remedies of Parties Cumulative

In addition to all remedies available to the parties hereunder, in the event either party breaches its obligations under this Agreement, the other party shall be entitled to exercise any remedy available or provided under Florida law (all rights and remedies granted in this Agreement to the Parties or available at law or equity shall be cumulative and not mutually exclusive).

K. Amendment Process

In the event changes in this Agreement or its Exhibits are needed, an amendment may be executed by written acknowledgement by both the Licensee and the Licensor of such changes.

L. Review and Renewal

This Agreement shall be reviewed as needed. In the event a new Agreement is more appropriate than an amendment, as provided herein, the Licensee holding the original Agreement shall have the first right of refusal for the subsequent Agreement involving the same Facility, provided such new Agreement is to be effected within the temporary timeframe specified herein, unless such right is abrogated by the Licensee’s material breach coincidental to the need for such subsequent Agreement.

M. Attached Exhibits

Exhibit “A” - Property Ownership Written Agreement Exhibit “B” - Net Proceeds Calculation Exhibit “C” – (Not Applicable) Exhibit “D” – Additional Breaches

Exhibit “E” – Addendum to LOFA

IN WITNESS THEREOF, the parties hereto have caused this 26 page Agreement, and it’s Exhibits to be executed by their undersigned officials as duly authorized.

PROPERTY OWNER: Department of the Navy

FACILITY LOCATION: Naval Support Activity, Panama City, FL

(Street Address, City, Zip code)

FACILITY NUMBER: 619

GEOGRAPHIC LOCATION: Panama City NSA, Panama City, FL

LICENSEE NAME: Mitzi Bowen

LICENSE NUMBER: 902 WORKING CAPITAL: $ N/A

BUSINESS NAME: Suwanee Vending Inc.

FID#: 59-3405525 EFFECTIVE DATE:

LICENSEE: Mitzi Bowen

SIGNED BY: Mitzi Bowen DATE: 03/20/2026

(Must be signed by Licensee)

LICENSOR: STATE OF FLORIDA, DEPARTMENT OF EDUCATION, BUSINESS

ENTERPRISE PROGRAM

SIGNED BY:

DATE:

TITLE: Commissioner, Florida Department of Education

THIS AGREEMENT IS NOT VALID UNTIL SIGNED AND DATED BY BOTH

PARTIES.

State of Florida Department of Education

Division of Blind Services, Business Enterprise Program

Licensed Operator Facility Agreement

Exhibit “A”

Property Ownership Written Agreement

Attached is a copy of Contract No. N6883626C0003 (Contract) for the mess attendant services and other dining support services at Panama City Naval Support Activity (NSA).

NOTE: This Agreement only pertains to the contracted mess attendant services and other dining support services at Panama City NSA. It does not include vending machine operations at Panama City NSA unless such vending machines are located within the dining facility.

Exhibit “B”

Net Proceeds Calculation

There is no minimum net profit requirement for income or net profit earned from a military food service operation.

Exhibit “C”

Methodology for Set-Aside

I. Set-Aside Levy Percentage

The set-aside levy to be assessed to licensees is 6 percent (effective with the business month of April 2026).

II. Methodology for Assessing the Set-Aside Levy.

The set-aside levy will be assessed on the net profit found on line 15 of the Facility Monthly Business Report.

The Licensed Operator’s net profit is determined by the income they will receive as a result of an agreement between themselves and their teaming partner. In this case, the net profit will be the same as the income they receive and is reported on the Monthly Business Report as the Net Profit.

Exhibit “D”

Additional Material Breaches

1. Failure by the Licensee to pay the Licensor for operational debts incurred in execution of this Agreement. Failure shall be determined as lack of satisfaction of said debt, after due notice from the Licensor.

2. Default on any repayment plan between the Licensee and the Licensor for any current or prior operational debt. Default shall be determined as lack of satisfaction of the balance on said debt, after due notice from the Licensor.

3. Failure by the Licensee on two consecutive occasions to provide the monthly business report and set-aside levy by the date due.

4. Failure on three separate occasions during any calendar year to provide the monthly business reports and set aside levy by the date due.

5. Removal of state property from the Facility without the written approval of the Licensor.

6. Misuse or unauthorized use of state property.

7. Misuse of or misappropriation of state funds.

8. Falsification of Facility records or reports.

9. The possession, use, sale, or being under the influence of alcohol or illegal drugs at the Facility.

10. A finding of discrimination or sexual harassment.

11. Conviction of or plea of guilty or no lo contendere to, whether or not adjudication of guilt is withheld, a crime that is a felony or a first degree misdemeanor.

12. Unlicensed carrying of concealed weapons or concealed firearms, as set forth in section 790.01, Florida Statutes, in a Facility by the Blind Licensee, excluding tools typically used in the operation of a Facility.

13. The use of threatening, discriminatory, harassing, or abusive language at the Facility.

EXHIBIT "E"

Addendum to LOFA

This DBS-Vendor Addendum to the Licensee Facility Agreement entered into between the Florida Department of Education/Division of Blind Services (Licensor}, located at the Turlington Building, 325 West Gaines Street, Suite 1114, Tallahassee, FL 32399, and Mitzi Bowen, (Licensee}, Suwanee Vending, Inc. whose current mailing address is 8232 SW 51st Boulevard, Gainesville, FL 32608, a Licensee licensed by the Licensor as the State Licensing Agency for the Randolph-Sheppard Act, 20 U.S.C. §§ 107 et seq.

WITNESSETH:

WHEREAS Licensor has contracted with the United States Navy to provide Full Food Service (Service) at the Panama City Naval Support Activity, under Contract No. N6883626C0003 (Contract);

WHEREAS Bureau of Business Enterprise (BEP) Licensee, Mitzi Bowen of Suwanee Vending, Inc. has been selected through the competitive selection process of the BEP and is now the assigned vendor for the Panama City NSA facility food service;

WHEREAS the Licensee, selected through the competitive selection process of the Bureau of Business Enterprise (BEP), is required to have a reputable and capable teaming partner who will provide technical and management services to the Licensee assigned by the Licensor to manage and operate the Service;

WHEREAS the Licensee is required to enter into a Vendor Support Agreement with the Licensee selected teaming partner, Blackstone Consulting, Inc. (BCI) who will provide technical and management services to the Licensee as required by the Licensor;

WHEREAS the Licensee will rely upon BCI's qualifications, experience, and expertise in supporting the Licensee day-to-day management and operation of the Service;

WHEREAS Licensor desires the Licensee's contract teaming partner to provide technical and management assistance to the Licensee and, if necessary, any succeeding Licensee, ensuring a smooth transition from one Licensee to another to allow consistent performance of the Service under the Contract;

WHEREAS the relationship between the Licensee and the selected teaming partner, BCI, is to be a mentoring relationship;

WHEREAS the Licensee shall defer to BCI and regularly be available to receive training provided by BCI over the life of the Contract, both on the job and in accordance with an approved training schedule, addressing without limitation the following topics: business practices, food operations, and financial management;

WHEREAS DBS expects the Licensee to be trained in all aspects of the operational and financial management of the Service and, through BCI's assistance, to be capable of being a part of the management of the

Service under the Contract during the life of the Contract; and

WHEREAS Licensor requires the Licensee to be trained and evaluated by BCI with reports of training filed with the LICENSOR state office every six months. The first report is due on or before October 1, 2026, with a subsequent report on April 1, 2027. These reports should be authored jointly by BCI and the Licensee, and approved by an authorized representative of BCI, and sent by the Licensee to the BEP state office.

The reports should include the Licensee's dates and hours of attendance at the facility, training topics covered during the period, and an assessment of progress on the training topics.

NOW, THEREFORE, in reliance upon the foregoing recitals which are contractual in nature, in exchange for the mutual covenants made herein, in consideration of Licensor's Agreement with the Licensee, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee covenant and agree as follows:

1. Designation: Licensee agrees that the teaming partner they have contracted with (BCI) shall serve as the sole and exclusive provider of management and technical support services to the Licensee for the Service.

2. Duration: This Agreement shall be in force for the total duration of the Contract as defined in clause 52.217-9 upon full execution by the parties. This includes the initial base period of April 1, 2026, to March 31, 2027, and four option years beginning April 1, 2027, and ending March 31 of each year through 2031. The Contract will continue beyond March 31, 2031, for any bridge contracts or new agreements that may be entered into by and between the Department of the Navy and FDOE as well as any extensions that should follow any of those agreements.

3. Termination: This Agreement may be terminated by either party for cause shown, having first notified the other party with a full and complete description of what the terminating party believes constitutes cause shown. Upon receipt of the notification, the notified party shall have ninety (90) days to resolve the matters alleged to constitute cause shown. If the alleged matters are not resolved within ninety (90) days to the satisfaction of the notifying party, termination shall be effective thirty

(30) days thereafter.

4. Financial Responsibility: Licensee assumes full financial and performance risk under the Agreement. The Licensee may turn this responsibility over to their teaming partner to carry on this function.

5. Payment Process: No funds shall accrue finally to the benefit of

LICENSOR under the Contract with one exception noted below. All invoicing must be made through the Department of Defense's "Wide Area Work Flow" system. The Licensee shall invoice the United States Department of the Navy on behalf of the LICENSOR each month for services performed and payable under the Contract.

At the same time, the Licensee shall present an invoice to LICENSOR together with a copy of the invoice submitted on behalf of LICENSOR to the United States Department of the Navy (LICENSOR invoice) to:

Division of Blind Services Attention: Alan Risk 325 W. Gaines Street Suite 1114 Tallahassee, FL 32399

The United States Department of the Navy, after confirming successful completion of services, shall remit funds to LICENSOR in accordance with the approved amount of the LICENSOR invoice.

Upon receipt of funds from the Department of the Navy, LICENSOR shall submit the Licensee invoice for processing of payment to the Licensee through the State of Florida Department of Financial Services. Payment to Licensee shall be in the same amount as invoiced to the Department of the Navy by Licensee on behalf of LICENSOR and as approved and accordingly remitted to LICENSOR by the Department of the Navy.

Note: If the situation should arise where there is temporarily no Licensee under a signed Agreement for this facility, funds that would ordinarily be paid to the Licensee shall accrue to the State Licensing Agency (LICENSOR) until another vendor is assigned this location and has signed an Agreement.

6. Banking & Operating Funds: In conjunction with the execution of this Agreement: All payments that Licensee receives from the State of Florida for the performance of the Agreement will be paid directly into an agreed upon account with teaming partner, which shall be established pursuant to the terms set forth in this Agreement;

7. Records: Licensee shall maintain such books and records under the Agreement as are generally accepted as necessary in a venture such as the Service. The Licensee may use their teaming partner to carry on this function, but it is ultimately the responsibility of the Licensee.

8. Annual Attestation: Licensee shall provide for a yearly attestation and accessibility of all financial records and data pertaining to the

Contract through its teaming partner's accounting firm to LICENSOR. The accounting firm shall attest to the Licensee that the year-end income statement and balance sheet of the Service fairly represent the financial position of the Service. All attestations and reports shall be provided to LICENSOR by the Licensee.

9. Performance Standards1 Responsibilities1 and Duties: Licensee agrees to comply with all performance standards, responsibilities, and duties established by the U.S. Department of the Navy regarding the Service and Contract. The Contract is hereby incorporated into this Agreement by reference.

The Licensee shall deal directly with Panama City NSA, BCI on-site management for all routine day to day matters related to the Service, but shall refer matters of a more serious nature to LICENSOR. The Licensee will be self-employed, and in no way is an employee of LICENSOR or BCI for any purpose during the term of the Contract or this Agreement.

The Licensee agrees that BCI will support the Licensee's performance in the day-to-day operation and the management of the Service for the entire duration of the Contract. This includes any options or extensions, with the goal of moving the Licensee towards the ability participate as part of the management team.

The Licensee agrees to consult with BCI and rely heavily upon BCI's professional consultation on all Service-related performance issues. In the event of disagreement, Licensee shall contact the LICENSOR when conflicts arise related to Service issues that might negatively impact the Contract. In no way should the Licensee deviate from established practices without first discussing and receiving express permission from LICENSOR staff.

10. Services: In the performance of the Agreement, the Licensee shall receive support from BCI for the duration of the Agreement, including all Contract Options (N/A) and Contract extensions.

11. Hiring of Blind Persons: BCI and the Licensee will make a concerted effort to employ a qualified blind person to work as an employee in a position for which the blind person is suited.

12. Conflict of Interest: During the term of the Agreement, the Licensee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the Licensee's ability to fully perform its obligations under the Contract and this Agreement.

13. Vendor Substitution: Should an emergency arise where the Licensee is no longer physically able or eligible as a licensed vendor to satisfy Licensee's responsibilities under this Agreement, the Agreement will remain in force until LICENSOR identifies and signs an Agreement with another licensed blind vendor to succeed the current Licensee. For the purposes of this paragraph, emergency may include, but is not limited to: the Vendor's retirement, death, physical or mental incapacity, termination, suspension of blind vendor license, or removal from the BEP Vendor program.

The Licensor shall identify a substitute licensed blind vendor immediately to perform the duties described in this Agreement throughout the life of the Contract.

14. Merger: This Agreement and any exhibits appended hereto and referenced herein contain and embody the entire Agreement, and no representations, inducements, or agreements no contained or embodied in this Agreement shall be of any force or effect.

15. Consideration: Licensee shall not expend any appropriated funds for the purposes of this Agreement. BCI will participate in the Agreement and Contract as the choice of the Licensee and with the approval of LICENSOR.

Section A - Solicitation/Contract Form

FULL FOOD SERVICES NAVAL SUPPORT ACTIVITY (NSA) PANAMA CITY

N6883626C0003

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement (PWS).

Product Service Code: M1FD North American Industry Classification System (NAICS): 722310 Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price

CIN: 130134331900001

ACRN: AA

PR Number: N6100826PR00535 PR Line Item Number: 0001

12 Months

USD 175,660.33

Firm Price

USD 2,107,923.96

Funded Amount

USD 1,053,961.98

Cost Constraint Estimated

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) PROVIDED AS EXHIBIT A

AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED (NSP).

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Option Line Item

OPTION YEAR 1 - The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement

(PWS).

Product Service Code: M1FD North American Industry Classification System (NAICS): 722310 Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price PR Number: From Additional Reference Information PR Line Item Number: 1001

12 Months

USD 179,074.83

Firm Price

USD 2,148,897.96

Cost Constraint Estimated

Option Line Item

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) PROVIDED IN EXHIBIT A

AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED.

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Option Line Item

OPTION YEAR 2 - The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement

(PWS).

Product Service Code: M1FD North American Industry Classification System (NAICS): 722310 Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price PR Number: From Additional Reference Information PR Line Item Number: 2001

12 Months

USD 182,571.17

Firm Price

USD 2,190,854.04

Cost Constraint Estimated

Option Line Item

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) PROVIDED IN EXHIBIT A

AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED.

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Option Line Item

OPTION YEAR 3 - The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement

(PWS).

Product Service Code: M1FD North American Industry Classification System (NAICS): 722310 Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price PR Number: From Additional Reference Information PR Line Item Number: 3001

12 Months

USD 186,170.33

Firm Price

USD 2,234,043.96

Cost Constraint Estimated

Option Line Item

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) PROVIDED IN EXHIBIT A

AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED.

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Option Line Item

OPTION YEAR 4 - The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement

(PWS).

Product Service Code: M1FD North American Industry Classification

12 Months

USD 189,893.33

Firm Price

USD 2,278,719.96

Cost Constraint Estimated

System (NAICS): 722310 Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price PR Number: From Additional Reference Information PR Line Item Number: 4001

Option Line Item

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) PROVIDED IN EXHIBIT A

AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED.

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Option Line Item

FAR 52.217-8, Option to Extend Services The Contractor shall provide Full Food Service Support at the Seashore Dining Facility, Naval Support Activity, Panama City, FL in accordance with the Performance Work Statement (PWS).

Product Service Code: M1FD Customer Reference Number: 20250004744 Pricing Arrangement: Firm Fixed Price PR Number: From Additional Reference Information PR Line Item Number: 5001

6 Months

USD 189,893.33

Firm Price

USD 1,139,359.98

Cost Constraint Estimated

CDRL - AS APPLICABLE, THE

CONTRACTOR SHALL MEET THE

REQUIREMENTS OUTLINED IN THE

CONTRACT DATA REQUIREMENTS

LIST (CDRL) AS PROVIDED IN EXHIBIT

A AND EXHIBIT B - DELIVERABLES.

NOT SEPARATELY PRICED.

Product Service Code: M1FD Pricing Arrangement: Firm Fixed Price

1 Each

Cost Constraint Not Separately Priced

Section C - Description/Specifications/Statement of Work

Performance of this contract shall be IAW Attachment 1 listed in Section J.

Requirements

FULL FOOD SERVICES AT THE SEASHORE DINING FACILITY NSA PANAMA CITY

Section D - Packaging and Marking

Section E - Inspection and Acceptance

Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Telephone: TBD

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Telephone: TBD

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will provide at time of award, COR Telephone: TBD

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will provide at time of award, COR Telephone: TBD

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will provide at time of award, COR Telephone: TBD

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: Inspection and Acceptance will be performed by the Government.

DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Telephone: TBD

Inspection and Acceptance Location

Both Destination Instructions: Any instructions will be given by the COR.

DoDAAC: N61008 CountryCode: USA

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Section F - Deliveries or Performance

Contractor Destination

Line Item Delivery Schedule Quantity Address and POC

Period of Performance From 01 Apr 2026 To 31 Mar 2027

12 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Telephone: Will be provided at time of award

Delivery Period From 01 Apr 2026 to 31 Mar 2027

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Period of Performance From 01 Apr 2027 To 31 Mar 2028

12 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Email: Will be provided at time of award

Option Line Item

Delivery Period From 01 Apr 2027 to 31 Mar 2028

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR

Email: marlene.d.sloan.mil@us.navy.mil

Period of Performance From 01 Apr 2028 To 31 Mar 2029

12 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Email: Will be provided at time of award

Option Line Item

Delivery Period From 01 Apr 2028 to 31 Mar 2029

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Period of Performance From 01 Apr 2029 To 31 Mar 2030

12 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Email: Will be provided at time of award

Option Line Item

Delivery Period From 01 Apr 2029 to 31 Mar 2030

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

12 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

Period of Performance From 01 Apr 2030 To 31 Mar 2031

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Email: Will be provided at time of award

Option Line Item

Delivery Period From 01 Apr 2030 to 31 Mar 2031

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Option Line Item

Period of Performance From 01 Apr 2031 To 30 Sep 2031

6 Months Place of Performance DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

Will be provided at time of award, COR Email: Will be provided at time of award

Delivery Period From 01 Apr 2031 to 30 Sep 2031

1 Each Ship To DoDAAC: N61008 CountryCode: USA

NAVAL SUPPORT ACTIVITY PANAMA CITY

101 VERNON AVE, PANAMA CITY BEACH FL 32407-7018

PANAMA CITY BEACH, FL 32407-7018

UNITED STATES

CPO Marlene Sloan, COR Email: marlene.d.sloan.mil@us.navy.mil

Section G - Contract Administration Data

ACRN LOA Total Amount

AA

^^^017^2026^2026^^1804^000^^254^D^BSS1^^^^^^17008711^050120^520CP^A00009885436^^1301343319^

6100.3254^^00000-00-00NBSS1^

USD

1,053,961.98Line Item PR/MIPR - PR Line Item# CIN Amount

CLIN 0001 N6100826PR00535 - 0001 130134331900001 USD 1,053,961.98

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.201-7000 Contracting Officer's Representative. Dec 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice WAWF training.

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File Transfer WAWF methods of document submission.

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF payment instructions.

WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following document type(s): Document type.

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

____2 in 1 Invoice

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF Document routing.

when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official…