ELM18-R-0002_Food_Concessionaire.pdf

REVENUE GENERATING CONTRACT

UNITED STATES MARINE CORPS

Marine Corps Community Services (MCCS) Nonappropriated Funds

SOLICITATION, OFFER AND AWARD

1. CONTRACT NUMBER 2. SOLICITATION NUMBER

ELM18-R-0002

3. DATE ISSUED

09/21/2018

4. PURCHASE REQUEST NUMBER

18-0039

5. ISSUED BY

REGIONAL PROCUREMENT OFFICE-NATIONAL CAPITAL REGION

2034 Barnett Ave, 2nd Deck P.O. Box 1397, Quantico, VA 22134

6. ADMINISTRATION OFFICE ADDRESS (If other than block 5)

SOLICITATION

7. Following the instructions in Section L, send sealed offers for receipt no later than November 1, 2018 12:00 PM local time per the, location in Block 5. All offers are subject to all terms and conditions contained in this solicitation.

8. For information contact the Contract Specialist: Tyanna Villarreal mccs.org-Tyanna.villarreal@usmc, , 703-784-5636.

TABLE OF CONTENTS

9. Sections marked with an “X” are incorporated.

(X) SEC DESCRIPTION PAGE # (X) SEC DESCRIPTION PAGE #

PART I–THE SCHEDULE PART II–CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1-2 X I CONTRACT CLAUSES 58-96

X B PRICE AND FEE SCHEDULE 3-7 PART III–LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH

X C STATEMENT OF WORK 8-18 X J LIST OF ATTACHMENTS 97-118

X D PACKAGING AND MARKING 19-24 PART IV–REPRESENTATIONS AND CERTIFICATIONS

X E INSPECTION AND ACCEPTANCE 25-27 X K REPRESENTATIONS, CERTIFICATIONS,

AND OTHER STATEMENTS OF OFFERORS

119-123

X F DELIVERABLES OR PERFORMANCE 28-41 X L INSTRUCTIONS, CONDITIONS, AND

NOTICES TO OFFERORS

124-133

X G CONTRACT ADMINISTRATION DATA 42-48

X M EVALUATION FACTORS FOR AWARD

134-135

X H SPECIAL CONTRACT REQUIREMENTS 49-57

OFFER

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

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

AMENDMENT NUMBER DATE AMENDMENT NUMBER DATE

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

CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE,

AND ENTER THE ADDRESS IN SECTION B OF THE SCHEDULE.

13. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or Print)

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

AWARD (To be completed by MCCS)

16. ACCEPTED AS TO ITEMS NUMBERED 17. AMOUNT

ELM18-H-2001 Page 1 of 135

18. SUBMIT INVOICES TO

ELMBILL - CAMP ALLEN FINANCE

CAMP ALLEN FINANCE MCCS

1251 YALU STREET MCE-2

NORFLK, VA 23515

19. ACCOUNTING DATA

ELM-2030-01-9310-000-000

20. NAME OF CONTRACTING OFFICER

Tyanna Villarreal

21. SIGNATURE OF CONTRACTING OFFICER / DATE

ELM18-H-2001 Page 2 of 135

B. SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 OBJECTIVE (ACNA 0003 MAY 2016)

The Business and Support Services Division (MR), Headquarters, United States Marine Corps, and/or Marine Corps Community Services is soliciting proposals for award of a negotiated fixed-price indefinite quantities contract for a Nationally Branded Food Service Operation on the premises of Marine Corps Base Camp Elmore, Norfolk Virginia, Building M225.

B.2 BACKGROUND – MR AND MCCS (ACNA 0002-A MAY 2016)

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

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

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

B.3 FEE SCHEDULE (FOOD REV GEN) (ACNB 0005-a SEP 2015)

a. For the right to offer the services on USMC installations, the Contractor shall pay MCCS a commission fee. Such commission fee will be a percentage of Contractor’s total adjusted gross sales.

b. Contractor’s commission fee to be paid to MCCS, per the terms in Section F, is as follows:

ELM18-H-2001 Page 3 of 135 http://www.usmc-mccs.org/

(1) Services:

Fee _____% Percentage applies for adjusted gross sales up to $___ _____% Percentage applies for adjusted gross sales between $___ and $___ _____% Percentage applies for adjusted gross sales between $___ and $___ _____% Percentage applies for adjusted gross sales over $___

(2) Products Fee _____% Percentage of adjusted gross sales

“Total adjusted Gross Sales” are defined to be gross sales minus (i) employee meals, (ii) credits and refunds provided to customers, and (iii) all applicable taxes; provided however, the following items will not be included in “gross sales” (x) the sale (but not the redemption) of gift cards, (y) service fees or rental fees charged by Contractor to its Franchisee, and (z) proceeds from the sale of capital assets or expendables. Further, where coupons, two for ones, or other discount promotions are used, only the actual sales price paid to Contractor or its Franchisee will be used to calculate total adjusted gross sales.

B.4 LICENSE AND FRANCHISE FEES (ACNB 0025 SEP 2015)

Licensing and Franchise Fees are the sole responsibility of the Contractor and should be paid as required by the National Brand Franchisor.

Contractor and its employees shall be licensed as required by law.

Contractor shall obtain and maintain throughout the term of the contract, all professional, occupational, equipment, and other licenses and permits required by law to perform the contract requirements and shall provide copies of such licenses to the Contracting Officer upon award.

B.5 UTILITIES AND CLEANING COSTS (FOOD REV GEN) (ACNB 0023 SEP 2015)

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

b. The Contractor is responsible for cleaning and maintaining its concession facility, including furniture, fixtures and equipment, with

ELM18-H-2001 Page 4 of 135 such frequency as necessary to provide a professional, sanitary and clean environment and as needed to comply with installation requirements. In food course situations or other similar venues with shared common areas, the Contractor shall fund and/or accomplish its pro rata share (based on square footage and not sales) of the responsibility for the cleaning and maintenance of common areas (also referred to as Common Area Maintenance (CAM) fees). The Contractor is also specifically responsible for the following as it relates to its Sites:

(1) Cleaning of fire suppression / Ansul system / hood systems, including related ducting, motors, vents, etc.

(2) Grease trap cleaning, to ensure no overflow or damage to facility or government property.

(3) Certifications required for operations, including health/sanitation inspections, hood and fire suppression system certifications, etc.

(4) Pest control services.

B.6 CONSTRUCTION REIMBURSABLE TECHNICAL SUPPORT (ACNB 0024 SEP 2015)

As applicable to construction or renovations performed under this contract, the Contractor shall bear the actual cost (as charged to MR/MCCS without markup as evidence by reasonable documentation) of construction technical support costs which consists of project design review fees and oversight of construction project accomplishment; provided, however, such fees for design review and oversight of construction will not exceed the greater of fifteen thousand and 00/100 dollars ($15,000.00) or one and a half percent (1.5%) of the total cost of the construction or renovation project (excluding Contractor Property (as defined herein)).

Additionally, projects that include alterations or modifications to fire protection systems (i.e., sprinkler, smoke, fire detection, Ansul hood systems, etc.) may also require Contractor to reimburse MR/MCCS for the actual cost (as charged to MR/MCCS without markup and as evidenced by reasonable documentation) of fire protection plan review; provided, however, such fire protection plan review fees will not exceed two thousand five hundred and 00/100 dollars ($2,500.00) per project.

B.7 SALES AND OPERATION DATA – CONCESSION (ACNA 0022 JAN 2015)

a. All available sales data for each initially participating Concession Site is listed in Section J. Sales data for additional sites will be provided, as requested by Contractor, with Site delivery orders or modifications.

b. MCCS makes no representation or warranty the Contractor will experience any level of sales. The Contractor may experience significantly higher or lower sales due to influx, deployment, transfer and/or attrition of military personnel, market/industry anomalies, season

ELM18-H-2001 Page 5 of 135 variations, demographic fluctuations, weather, consumer preferences, and other factors beyond the control of MCCS and contractor performance.

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

ELM18-H-2001 Page 6 of 135

B.8 CONTRACTOR INFORMATION (ACNB 0018)

Enter Company Name, address, DUNS number or Fed tax number, point of contact(s), phone and fax numbers and email below:

Company Name:

Address:

Point of Contact (Name and Title):

Phone:

Email:

Fax:

ELM18-H-2001 Page 7 of 135

C. SECTION C: DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 GENERAL – CONCESSION (ACNC 0550 SEP 2015)

a. Contractor shall, at his own expense, assume the cost to:

construct or remodel/renovate as required herein, make site improvements;

provide and install all necessary equipment, manage, operate and service the concession per the terms of this contract.

b. Contractor is responsible for all the costs involved with operation of the concessions and, except as may be otherwise provided in this contract, the Contractor shall provide all supplies and perform all sales, services and other necessary functions with its own personnel, equipment, and supplies consistent with Contractor’s brand standards and the specifications of this contract. These standards shall include design, decor, equipment, service technique and operating procedures that are consistent with Contractor’s brand standards. Contractor’s properly trained personnel shall perform all services in a good, workmanlike manner. Contractor shall provide consistent high quality products and services, using its’ own/franchise formulas, equipment and processes.

c. Concessions covered by this contract are to be operated by Contractor or a franchisee (“Franchisee”) of Contractor’s wholly-owned subsidiary, as a subcontractor, using the procedures, trade names, trademarks, and signage associated with brand standards, as applicable, and as may be modified or updated from time to time by the Contractor.

d. MR/MCCS makes no warranty, express or implied, of the actual sales to be realized from this contract. Contractor is strongly encouraged to conduct its own surveys and site investigations to determine the viability of any prospective concession operations.

C.2 FACILITIES/LOCATION (ACNC 0502 SEP 2015)

The initial location for the concession is:

Marine Corps Base Camp Elmore Building M225

Norfolk, VA 23515

Other locations may be added via delivery order or modification. If applicable, and as set forth in the contract, delivery order(s) or modifications, the Contractor shall be required to build-out or renovate assigned concession spaces covered under this contract. Contractor shall design and renovate the facility consistent with Contractor’s brand standards, unless otherwise agreed. All costs of design and renovation/construction shall be borne by the Contractor. Unless otherwise specified, spaces to be renovated are provided “as is” and any needed improvements or renovations to designated spaces will be at the Contractor’s expense. This contract does not create a right of first

ELM18-H-2001 Page 8 of 135 refusal and does not require, guarantee, or imply the addition of any Sites to this contract. If additional Sites are added by mutual agreement, a Site Delivery Order or modification will be prepared by an authorized MCCS contracting officer for signature by both Contractor and the MCCS Contracting Officer.

a. For each initial site included with this contract, and for new sites identified by MCCS for development, Contractor may be asked, but is not required, to conduct a site visit. The MR/MCCS will notify and provide the Contractor with the potential site for development, facility or location. The MCCS request may require the Contractor to contact a MCCS designee within seven (7) days to schedule a meeting at the site to review site specific requirements, provided Contractor is interested in developing the new site. If, after the site visit, the Contractor agrees to develop and operate the site, the Contractor shall, within thirty (30) days of the site visit, submit to the Contracting Officer the following information:

(a) Site acceptance letter

(b) Timeline with milestones

(c) Anticipated opening date

b. The MCCS Contracting Officer will issue Site Delivery Orders or modifications for each site to provide approval for Contractor’s conceptual layout and design, to authorize the Contractor to proceed with final plans, as applicable, and to develop the Site in accordance with the design plans, among other terms. Terms, conditions, and provisions of this contract shall apply to each Site Delivery Order or modification unless otherwise specified in the Site Delivery Order or modification.

The Contractor shall not proceed with any work under this contract unless a Site Delivery Order or Modification has been issued by the MCCS Contracting Officer. The Contractor shall coordinate its site development and operational efforts with the COR designated in the Site Delivery Order or Modification.

c. The Contractor shall submit the following data within thirty (30) days after contract award, issuance of a Site Delivery Order or modification for review and approval of the MR/MCCS Contracting Officer and the Installation’s facilities public works division:

(1) Conceptual renovation/construction plans including specifications, Architecture & Engineering (A&E) drawings and renderings.

(2) Schedule for renovation/construction completion (timeline)

(3) Cost of design (excluding in-house overhead costs).

(4) Detailed estimate of the renovation/construction, equipment, and other costs.

(5) Required documents and necessary permits.

ELM18-H-2001 Page 9 of 135

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

e. Notice to Proceed with Construction. Upon MCCS acceptance/approval of the Contractor’s proposed Final Construction Plans, the Contracting Officer will issue a Notice to Proceed with Construction to the Contractor, and the Contractor shall immediately commence construction and shall have no more than ninety (90) days to open for business.

f. As Built Plans. Within ninety (90) days of completion of construction/renovations, Contractor shall provide MCCS with final “as built” plans or record drawings showing the original plans that have been updated with any changes occurring during construction (two readable hard copies and one usable, readable, “soft”, electronic copy, in AUTOCAD).

Contractor shall also submit an itemization of its cost to design, construct and open the facility, including:

(1) Cost of design

(2) Cost of equipment, furniture, fixtures, signage

(3) Cost of renovations, and

(4) Other Costs (specify).

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

(1) The Whole Building Design Guide (WBDG)

(2) The Unified Facilities Criteria (UFC)

(3) National Fire Protection Association (NFPA)

(4) American National Standards Institute (ANSI)

(5) National Electrical Manufacturers Association (NEMA)

(6) American Society for Testing Materials (ASTM)

(7) Institute of Electrical and Electronics Engineers (IEEE)

(8) National Electrical Code (NEC)

(9) Uniform Building Code (UBC)

(10) Uniform Mechanical Code (UMC)

(11) American Society for Testing Materials (ASTM) Manufacturer’s instruction manuals and test recommendations for the particular equipment

(12) OSHA STANDARDS

ELM18-H-2001 Page 10 of 135

(13) EM 385 1-1 Published 2008 and all subsequent updates during contract period of performance.

(14) State and Local Codes and Ordinances

(15) All Department of Navy, Marine Corps and/or Station mandated regulations applicable

(16) Installation Design Guidelines

(17) Base Exterior Architectural Plan

h. Materials and performance of all work shall be subject to the direction and approval of the Installation’s Facilities Management Division.

i. Since concession spaces age and become worn over time, facility renovations and/or decor upgrades may become necessary and MR/MCCS’s agreement to contract extension periods may be conditional upon the Contractor’s agreement to perform appropriate and necessary facility upgrades. When exercise of a contract extension is conditional upon such renovation, Contractor shall submit plans for proposed renovations to the Contracting Officer at least ninety (90) days prior to the expiration date of the contract. Renovation plans must provide projected costs (to be borne by the Contractor) and a time table establishing the specific dates the proposed renovation will be accomplished. Upon review and approval of renovation plans, the contracting officer will issue a notice to proceed with construction.

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

C.3 SITE VISIT (ACNC 0302 DEC 2014)

Pre-proposal site visits are scheduled for 18 October 2018 at 09:00 AM.

The point of contact to confirm attendance at the pre-proposal site visit is Joyce Wilson who can be reached via email or phone at 757-445-1277 or joyce.wilson@usmc-mccs.org Also refer to contract clause, Site Investigation and Conditions Affecting Work (ACNI 0069).

C.4 FAILURE TO COMPLETE RENOVATIONS OR OPEN FACILITY(IES) ON TIME (ACNC

0556 SEP 2015)

If Contractor fails to complete renovations and/or open the facility(ies) per the Contract, except when such failure is caused by the Government or by an event out of Contractor’s reasonable control, including, without limitation, an Act of God such as a severe weather or catastrophe, act of terrorism, materials or labor shortage, in which case, a reasonable adjustment shall be made to the required opening date, the Contractor shall be responsible for payment of two hundred fifty and 00/100 dollars ($250.00) per day, or part thereof, beginning on the date the facility was due to be opened.

ELM18-H-2001 Page 11 of 135 mailto:joyce.wilson@usmc-mccs.org

C.5 HOURS OF OPERATION (ACNC 0010 SEP 2015)

a. Concession operations, at a minimum, shall operate during the following hours of operation unless otherwise stated in the Site delivery order or modification:

(1) Operate 7-days a week.

(2) Hours of operation are negotiable and will be decided on before contract award.

(3) Be open for business on all holidays.

b. Contractor may extend operating days/hours upon request of the Contracting Officer at such time a significant influx of customers and demand for service warrant such extended hours.

c. Each facility will be open for business at least fifteen (15) minutes before the posted opening, and will remain open at least (15) minutes past the posted closing, as in the following example:

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

The term “open for business” means ready to serve the customer.

Activities such as preparing cash registers and sales forms will be completed prior to opening. Facilities will be open for business at all times during scheduled operating hours. Hours of operation will generally conform to those located within or nearby Marine Corps Exchange (MCX) retail activities. Hours or days of operation may be temporarily changed by two weeks written notice from the local COR for special occasions or circumstances. If the MCX activity is open on a holiday, the concession may also be requested to be open during the holiday hours. If the nearby MCX activity is closed on a holiday, the concession may also choose to remain closed. If the concession is located within the MCX facility that is closed for a holiday, without separate access, the concession must also be closed. However, hours of operation for facilities not located near MCX activities are fixed and may only be changed by written modification to the contract.

d. Contractor agrees to extend operating days/hours for a short and specific period of time, upon request of the local COR, by written letter, at such time a significant influx of customers and demand for service warrant such extended hours. If permanent changes in hours are required, the Contractor should submit a written request accompanied by justification to the Contracting Officer with local and HQ COR approval and concurrence for review and contract modification.

e. Opening Late: Should the Contractor/Contractor’s employee’s open a facility late (late defined as not fifteen minutes prior to opening time up to fifteen minutes past the opening time posted), the Contractor will

ELM18-H-2001 Page 12 of 135 be charged a penalty fee of Fifty Dollars ($50.00) per occurrence. Should the Contractor/Contractor’s employee’s open a facility excessively late (excessively late defined as fifteen minutes past the posted opening time and beyond), the Contractor will be charged a penalty fee of Three Hundred Dollars ($300.00) per half hour per occurrence. Penalties will be itemized on the monthly statement, billed and included with the monthly fees and remitted per Section F. Three or more occurrences in a calendar year may result in full or partial termination of the contract for default.

f. Closing Early: Should the Contractor/Contractor’s employee’s close a facility early without written permission from the COR (early defined as not fifteen minutes after the posted closing time), the Contractor will be charged a penalty fee of Fifty Dollars ($50.00) per occurrence. Should the Contractor/Contractor’s employee’s close a facility excessively early (excessively early defined as more than fifteen minutes prior to the posted closing time), the Contractor will be charged a penalty fee of Three Hundred Dollars ($300.00) per half hour per occurrence. Penalties will be itemized on the monthly statement, billed and included with the monthly fees and remitted per Section F. Three or more occurrences in a calendar year may result in full or partial termination for default.

C.6 MENU AND PRICING (ACNC 0554 SEP 2015)

a. Where there is a commercial establishment of the same name as the concession operated within the local market area, defined as within a fifty (50) mile radius of the concession site, the menu assortment offered under this contract shall be the same assortment as offered in the commercial establishment of the same name in the local market area, unless otherwise agreed by the Contracting Officer. Pricing offered under this contract shall also be at or below the prices, by item, charged at the commercial establishment of the same name in the local market area. Where there is more than one (1) commercial establishment bearing the same name within the local market area (off-installation), the nearest commercial establishment shall be used for purposes of determining acceptable assortment and pricing. Commercial establishments, as used in this menu provision, do not include restaurants or units operated in parks, airports, stadiums, universities, or other similar non-traditional venues.

b. Where there is not a commercial establishment of the same name as the concession operated within the local market area, the products to be provided, portions to be served, and prices to be charged are fixed in accordance with the Products List and Price Schedule as established by the Contractor and set forth in Section J (or the Site delivery order or modification) and as approved by the Contracting Officer, and are the prices to be charged to the patron during the contract period of performance.

c. Proposed menu changes. Once established under this contract, proposed changes to either assortment or pricing must be in compliance with the provisions under subparagraph a. above and are subject to Contracting Officer approval, as provided below. Unless consistent with

ELM18-H-2001 Page 13 of 135 changes made at the nearest commercial establishment used for determining acceptable assortment and pricing, proposed changes to the menu assortment or prices must be submitted in writing to the COR at least thirty (30) days prior to the planned implementation of the menu change.

(1) Commercial establishment of the same name operated in local market area.

(a) In most cases, Contractor proposed menu changes will be allowed and approval may be assumed if the requested change to assortment or pricing comports with the requirements in subparagraph a. above and the MR or MCCS contracting officer does not otherwise advise the Contractor within fifteen (15) days after Contractor’s submission that its proposed change is being disallowed in accordance with subparagraph (b) immediately below. The Contractor shall coordinate its implementation of menu changes with the COR and may make the proposed menu changes without further notice from the contracting officer.

(b) The contracting officer, however, reserves the right to disallow such proposed menu changes if deemed objectionable. In such event, the contracting officer will so advise the Contractor within fifteen (15) days after receipt of the Contractor’s menu change request, that its request is disallowed. Such right to disallow any proposed menu change will not be exercised haphazardly and approval will not be unreasonably withheld.

(2) Where no commercial establishments of the same name exist in the local market area, Contractor requested changes will be reviewed and if approved, a written modification to this contract will be prepared and approved by the contracting officer before the Contractor may implement such menu changes to either prices or assortments. For these menu change requests, the Contractor shall submit appropriate documentation to justify the requested changes.

d. Formulas and recipes. Contractor shall prepare or compound ingredients and mixes, and shall product the finished products in accordance with formulas or recipes which are customary and standard for Contractor. As applicable, menu portions shall be of the same proportion as served in other establishments of the same name within the local market area.

e. Promotions. National or regional promotions, limited time offerings, and/or discounted prices advertised by the Contractor in the local market area, shall generally also be offered by the Contractor.

Notwithstanding the foregoing, MR and MCCS acknowledge that the Contractor may be prohibited from mandating participation by its Franchisees in certain national or regional promotions, limited time offerors, and/or discounted pricing. In such case, the Contractor shall make a good faith effort to encourage Franchisee participation in such national or regional promotions, limited time offerings, and/or advertised discounted pricing.

ELM18-H-2001 Page 14 of 135

f. Price Audits. The COR will randomly check prices, and will notify the Contractor or the Contractor’s onsite manager of any deficiencies.

Contractor shall correct such noted pricing deficiencies within twenty four (24) hours of notification.

g. Menu Labeling. MR and MCCS support the Department of Navy’s objective to provide wholesome, nutritious, well balanced meals and to motivate military personnel and their families towards making healthier food choices, fitness habits and lifestyles. Accordingly, per the Patient Protection and Affordable Care Act of 2010, and effective 1 December 2015, Contractors operating concepts where there are twenty (20) or more locations offering the same brand or concept, shall list the calorie content of the concept’s standard menu items on restaurant menus and menu boards to allow patrons to make informed choices. In addition, the Contractor is to provide in writing, the other nutrient information of its standard menu items – total calories, fat, saturated fat, cholesterol, sodium, total carbohydrates, sugars, fiber and total protein – to concession patrons upon request at the point of sale. The requirement to post the caloric content of menu items does not apply to menu items offered for periods of less than six (6) months, including limited time offers. Further, in addition to establishments where there are not twenty

(2) similar concepts operated, exempt establishments include carts, kiosks, mobile trucks, temporary sites or other operations with contracts of short duration, generally less than six (6) months.

C.7 TRAYS, PACKAGING AND OTHER ACCESSORIES (ACNC 0555 SEP 2015)

All serving trays, containers, packaging, napkins, beverage cups, eating utensils, straws, etc., shall be of the same commercial quality, design and size as used in other commercial establishments operated under the same name. Further, the Contractor shall provide food containers or packaging of a biodegradable nature and shall comply with all installation recycling and environmental conservation programs, provided Contractor will have an opportunity to reasonably review and accept any such programs added after the effective date of this contract.

C.8 SANITATION AND HYGIENE – FOOD CONCESSION (ACNC 0551 SEP 2015)

a. Health Examinations. Contractor personnel must meet the health standards prescribed by the Tri-Service Food Code (NAVMED P-5010-1) which is available at http://www.med.navy.mil/sites/nmcphc/program-and-policy-support/food-sanitation-and-safety/pages/default.aspx > chapter 2 > sections 2-11 through 2-18. Persons having communicable diseases will not work in performance of this contract. If required by installation medical services, contractor personnel will undergo a pre-employment physical examination and submit to ensure compliance with the Tri-Service Food Code. The examining medical officer will furnish a written notification indicating medical acceptance or non-acceptance. Examinations of contractor personnel may be required before returning to work after an illness. Special examinations will be made at the discretion of the doctor of installation medical services. Health certificates, as approved

ELM18-H-2001 Page 15 of 135 http://www.med.navy.mil/sites/nmcphc/program-and-policy-support/food-sanitation-and-safety/pages/default.aspx http://www.med.navy.mil/sites/nmcphc/program-and-policy-support/food-sanitation-and-safety/pages/default.aspx or issued by the installation medical service, will be kept current and on file in the concession readily available for inspection by MCCS authorities and/or installation medical services.

b. Sanitation Training. Per the Tri-Service Food Code and SECNAVINST 4061.1, all concession employees are required to complete appropriate sanitation training, either conducted by a representative of the Navy’s Preventative Medicine Unit or by other equivalent, competency based training programs. Contractor’s designated “persons-in-charge” must also complete an 18-hour food service sanitation course for food service managers. Acceptable substitutes that meet the Department of Navy’s sanitation requirements include ServSafe(R) Food Safety Program for Managers, National Registry for Food Safety Professionals, Learn 2 Serve Food Safety Managers Training Course, or other State, County or City Food Managers Certification programs. Sanitation training must be conducted by qualified food service sanitation instructors. Copies of employee training certificates shall be maintained at the concession site by the Contractor’s designated person-in-charge and Contractor shall provide a copy of each certificate to the COR. The COR may provide additional details regarding sanitation training requirements after specific to the concession site.

c. Contractor personnel are prohibited from smoking, eating and drinking in the work areas. Eating and drinking will be confined to designated employee break areas only. The Contractor personnel must adhere to the current Installation Smoking Policies which identifies the designated smoking areas. The Contractor employees must also adhere to

SECNAV INSTRUCTION 5100.13E, NAVY AND MARINE CORPS TOBACCO POLICY,

specifically section 6.3.(6), which requires that “the distance from building entry/egress which tobacco users must maintain must be at least 50 feet from any building entrance”. The local COR will provide the Contractor with the current Smoking Policies and any updates as they are issued.

C.9 EQUIPMENT FURNITURE AND FIXTURES (ACNC 0552 SEP 2015)

a. Except as otherwise provided by MR or MCCS, the Contractor shall provide, install and maintain any equipment, furniture and fixtures necessary to provide the services consistent with the brand standards required by this contract.

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

c. At the time of expiration or termination of this contract, the Contractor shall promptly remove all of its removable property, fixtures, machinery, equipment, signs and all property or equipment (removable or

ELM18-H-2001 Page 16 of 135 not) that is trademarked or proprietary to Contractor (collectively, “Contractor Property”), at its own expense. Removable or severable equipment is defined as that which can be removed without causing material damage to the space or facility. Contractor shall exercise due care in removing its property to prevent any damage to Government property.

Government property damaged by the Contractor while removing Contractor Property shall be repaired or replaced at Contractor expense. Any buildings or structural improvements left on a Site by Contractor at the expiration or termination of this Contract are “as is, where is” without warranty; provided however, MR/MCCS may require Contractor to raze any such buildings or structural improvements required to be left on a Site under this Contract by notifying Contractor not less than ninety (90) days prior to the end of the contract term. If the Contractor fails to remove its property and equipment within fifteen (15) days after the expiration or termination of this contract, the MR or MCCS may use or dispose of such property and equipment, including removal and storage of said property, and charge the Contractor for any expenses incurred for removal and storage; provided however, MR or MCCS may not use of dispose of any trademarked or proprietary equipment of Contractor in any event.

C.10 TITLE TO IMPROVEMENTS AND EQUIPMENT (ACNC 0553 SEP 2015)

a. At all times relevant to this contract, title to all buildings and structural improvements shall vest with the Government. At no time shall Contractor have title in the real estate or enjoy any leasehold tenancy or other property interest in the real estate or the building and improvements thereon. Title to permanent or structural modification including Heating Ventilation and Air Conditioning (“HVAC”) equipment, resulting from Contractor’s work, upon completion and acceptance by the Government, shall also vest in the Government.

b. At all times relevant to this Contract, title to and ownership of all Contractor Property shall remain with Contractor and such Contractor Property will not become the property of the Government or a part of the realty no matter how affixed to the Site and Contractor may remove same, it its sole discretion, at any time and from time to time during the term of the contract or within fifteen (15) days after the termination of expiration of the contract. A listing of Contractor property shall be established and agreed upon by the Contracting Officer and Contractor, and such equipment list will be incorporated into the contract by modification.

C.11 ADVERSE BUSINESS IMPACT (ACNC 0557 SEP 2015)

a. Except as otherwise provided in this contract, neither MR/MCCS nor the U.S. Government shall be liable to the Contractor for termination of this contract, or any costs incurred or revenue lost due to any business interruptions, reduced business activity, sovereign acts, or any other causes, including but not limited to: (i) disruption of utilities, (ii) changes in access routes, (iii) changes in safety/security processes, (iv) reductions in personnel in the area, and/or (v) closure/reorganization of

ELM18-H-2001 Page 17 of 135 installations, whether or not beyond the control, fault, or negligence of the MR/MCCS or the U.S. Government, without limitation.

b. MR/MCCS and the U.S. Government make no warranty or guaranty against sovereign acts. For acts that involve reorganization or closing of installations after award of this contract, but prior to commencement of Contractor operations on the installation, Site development shall cease and the operation shall not open for business unless mutually agreed upon by the contracting officer and the Contractor (subject to approval by other Government official(s) as may be required).

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D. SECTION D: PACKAGING AND MARKING

D.1 ACTIVITY (ACND 0001 SEP 2015)

a. MCCS grants the Contractor the right to operate the concession identified in this contract aboard the participating locations identified in Section J, the Site delivery order, or modification. The assignment of space(s) is a revocable license. Nothing in this agreement creates a tenancy, leasehold, or other interest on the part of the Contractor in any premises or real estate owned by or under the jurisdiction of the U.S.

Government, the Department of Defense, the Department of the Navy, or any subdivision or instrumentality thereof.

b. Except as otherwise specifically stated throughout this contract, when contract ends, whether by termination, revocation, or upon expiration, title to buildings, improvements, property and materials shall automatically vest in the government; however, the Contractor shall remove any Contractor-owned equipment and materials. Where the Contracting Officer so directs, Contractor shall restore the premises to its original condition and shall be at no cost to the government.

c. MCCS makes no warranty or representation, express or implied, that products or services are free of competition on the military installation.

MCCS will not be liable for any income losses of the Contractor attributed to competition.

d. If premises furnished by or through MCCS are destroyed either in whole or in substantial part, so as to significantly hinder or prevent normal operations by Contractor, by acts of God (such as, but not limited to, fire, flood, hurricane, and unusually severe weather conditions or unusual occurrence, MCCS and the government will not be responsible to Contractor for lost income, sales, or lost profits, damage to Contractor property, employees’ salaries, or any consequential costs incurred. MCCS shall however make every reasonable effort to repair/restore the premises or relocate Contractor, if practical. Contractor should consider obtaining business insurance to cover risks to its property and operation service.

e. During the contract period, the Contracting Officer may require the Contractor to relocate the operation at Contractor’s expense to better meet MCCS or those needs of the installation, as determined by the Contracting Officer. Contractor will be given advance notice as available. MCCS will pay for moving and installing MCCS furnished equipment and fixtures (if feasible and cost effective) and hooking up of utility lines. MCCS and the government will not be liable for Contractor’s lost income, profit and/or salaries associated with relocating.

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D.2 FACILITIES AND MAINTENANCE – FOOD CONCESSION (ACND 0002 SEP 2015)

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

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

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

(3) Contractor will not make modifications to or alter the facility’s structural, electrical, and/or mechanical integrity without first receiving written approval from the Contracting Officer.

Improvements which alter and/or enhance the appearance of the facility (i.e., painting, carpeting, graphics, landscaping, etc.) must also receive written approval by the Contracting Officer. All costs to make Contractor-requested modifications or improvements to a site location to accommodate Contractor’s operation shall be at the Contractor’s expense, unless otherwise agreed upon in writing and in advance by the Contracting Officer. Plans for improvements to be made are to be submitted to the Contracting Officer for approval. All materials and workmanship is subject to acceptance and inspection by MCCS and Installation Facilities Management authority.

ELM18-H-2001 Page 20 of 135

(4) Neither MCCS nor the government will assume any liability for Contractor’s costs or losses resulting from modifications, improvements, repairs or maintenance to the facility.

b. Food Courts / Food Cart. When applicable, in food courts with more than one food service operator, and aside from common area maintenance costs described herein, the MR or MCCS or Installation Public Works shall be responsible for any renovations needed to common areas, including improvements to HVAC, electrical power, customer seating, etc.

For standalone operations, Contractor shall be responsible for all renovation needed to common areas, including improvements to HVAC, electrical power, customer seating, etc.

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

d. MCCS may inspect the Contractor operation at any time. The Contracting Officer or COR will advise the contractor of the results of such inspections. The Contractor shall take timely and appropriate action to resolve any noted deficiencies or problems.

e. Loss, damage or destruction to MCCS or government facilities brought about by acts or omissions of Contractor, his employees or agents are the responsibility of the Contractor who shall assume all costs associated with such.

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

g. For the purposes of safety, security, and unforeseen emergencies, MCCS shall be given an access key to Contractor’s premises for retention in the MCCS Master Key File. The Contracting Officer shall only make entrance to Contractor’s facility during not-operational hours in the presence of Contractor’s management or representative. If Contractor is unable to respond in a timely manner, the Contracting Officer retains the right to make entrance to Contractor’s facility without the presence of Contractor’s management or representative. Should this occur, the Contracting Officer will, not later than the next business day, notify Contractor that such access was made, the purpose for the access, and the nature of the emergency.

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D.3 MCCS COMMON AREA MAINTENANCE (ACND 0018 SEP 2015)

**NOTE: MCCS Camp Elmore Site does not have any common areas.

When MCCS will provide common area maintenance (CAM), as identified in writing for each participating location, the CAM generally includes the following, unless otherwise specified:

a. All ingress and egress areas including the hallways, floors, walls, ceilings, and public restroom facilities and periodic cleaning the air conditioning ducts;

b. All exterior areas to include exterior walls, signage, sidewalks, lighting fixtures, MCCS/Installation owned outdoor furniture as well as areas including the trash receptacles or docking, loading zones and parking lots/areas;

c. All landscaped areas including planters, hedges, foliage, shrubs and trees;

d. All downspouts and gutters;

e. Electrical systems throughout the common areas;

f. Light bulbs or light fixtures in the common areas;

g. Ceiling tiles in common areas as well as in Contractor’s premises;

h. Common area decor, banners or publicly displayed graphics

i. Other areas not assigned to the Contractor.

D.4 PROPERTY AND MAINTENANCE – FOOD CONCESSION (ACND 0003 SEP 2015)

For the purpose of this contract, the term “property” unless otherwise stated, shall include equipment, vehicles, appliances, fixtures, furniture, machines, and other such items affixed or unaffixed to the building. All Contractor-furnished property is subject to approval of the Contracting Officer. All electrical equipment will carry the Underwriter’s Laboratories (UL) Seal of Approval. Unless otherwise designated in Section J, the Site Delivery Order or modification, MCCS will provide the operational space to the Contractor that is empty and without trade fixtures or furniture.

a. Contractor shall operate this operation utilizing its own property to fulfill the obligations of this contract.

b. Contractor will be responsible for all repair and replacement costs of Contractor-owned property resulting from theft, break-in, and vandalism.