Updated Coffee Shop Solicitation 21 Feb 12.docx

Articles Schriever AFB Coffee and Beverage Concessionaire Contract Solicitation NAF 001 Special Provisions – Attachment A

ARTICLE I:

That:

1. This Concessionaire contract by and between the 50 Force Support Squadron, Schriever Air Force Base Nonappropriated Fund Instrumentality hereinafter referred to as the NAFI, and Contractor (Name and Address) ___________________________________________________________________________________, hereinafter referred to as the Concessionaire, is for the Concessionaire to provide a coffee and beverage service utilizing the Starbuck’s “We Proudly Serve” program to authorized patrons at assigned space at Building 210 for a basic period of 12 months, beginning 1 March 2012 and ending 28 February 2017. This contract also contains four additional option periods. The hours of operations of this concession will be approximately 0600 - 1400 Monday through Friday. Hours can be negotiated to provide best service and business operational sense as worked with concessionaire and specified in writing by the Contracting Officer. Any authorized changes may only be issues by the 50th CONS Contracting Officer.

2. Concessionaire will pay the NAFI a fix rate based on the schedule below as proposed by Contractor. If the operation is more successful, the Contracting Officer and Contractor will re-negotiate a higher commission rate for the subsequent contract years. The contractor will provide a spreadsheet to the Contracting Officer quarterly stating the monthly revenues as verified by the Contractor’s Name Accountant. The Contracting Officer will review the quarterly spreadsheet for the prior year to determine if an adjustment to the monthly fee for the subsequent contract years will be re-negotiated. Payment of fees due the NAFI shall be made NLT the last business day of the month.

SCHEDULE

CLINS Period of Performance Monthly Fee

CLIN 0001 1 Apr 2012 thru 31 Mar 2013 $________ Base Period CLIN 0002 1 Apr 2013 thru 31 Mar 2014 $________ Option 1 CLIN 0003 1 Apr 2014 thru 31 Mar 2015 $________ Option 2 CLIN 0004 1 Apr 2015 thru 31 Mar 2016 $________ Option 3 CLIN 0005 1 Apr 2016 thru 31 Mar 2017 $________ Option 4

ARTICLE II. The Concessionaire must:

1. Provide a commercially operated coffee and beverage operation of a quality satisfactory to the Contracting Officer Representative (COR) or the Contracting Officer’s duly authorized representative. The operation will offer as a minimum Starbuck’s “We Proudly Serve” products and Frappuccino.

2. Before beginning performance under this agreement, the Concessionaire shall submit a listing of items, with corresponding selling prices, to the Contracting Officer for approval or disapproval action. The final approved listing is considered part of this agreement. Place the price list in a conspicuous spot for patrons to see. Menu and pricing will be updated and submitted for approval by the Contracting Officer at least annually and changes incorporated into the contract.

3. At Concessionaire's expense, obtain all permits, give all necessary notices; pay all license fees; and comply with all municipal, prefectural, and national laws, rules, ordinances, and regulations, and any publication published by the military relating to public health or applicable to the business carried on under this agreement and assume complete and sole liability for all national, state, and local taxes applicable to the property, income, and transactions of the concession.

4. Comply with all applicable laws pertaining to wages, worker's compensation, equal opportunity, Service Contract Act (SCA), and so forth, as implemented by Air Force directives and required by law.

5. Comply with all Air Force guidance and memoranda, bulletins, or letters of instruction issued by or in behalf of the Contracting Officer or their duly authorized representative.

6. Keep the concession area clean, orderly, attractive, secure, and in a safe and sanitary condition to the satisfaction of the COR. The contractor shall comply with all mandated sanitation requirements IAW AFI 48-116, Food Safety Program and the 2005 Food Code.

7. Employ only persons who meet the health standards prescribed by law or regulations, which pertain to the jobs for which they are hired.

8. Furnish a sufficient number of trained employees for the efficient performance of this Concessionaire contract. Concession personnel must meet the health and security standards prescribed by applicable regulations, and must obtain installation passes and permits and security clearances as applicable. Concession personnel must give prompt and courteous treatment to authorized customers. Concession personnel must be neatly dressed and meticulous in their personal grooming at all times. Concessionaire ensures that all clothing worn by employees is conservative, clean and in good condition at all times. A nameplate must be worn. Uniforms are optional. All employees must be E-Verified.

9. Remove from employment in the concession, on the request of the Contracting Officer, any servant, agent, or employee of the Concessionaire if, in the opinion of the Contracting Officer or their duly authorized representative, the conduct of such person, while in and about the premises covered by this contract interferes with proper services or discipline.

10. Obtain insurance for all nonGovernment property and merchandise used by the Concessionaire in the operation of the concession against theft, fire, storm, flood, and damage, or destruction through any other force of nature; or in lieu thereof, to relieve the NAFI from any liability arising from such theft, loss, damage, or destruction. The Concessionaire must have liability insurance commensurate with the risks involved, and furnish proof of such to the Contracting Officer.

11. Not leave cash on the premises during non-operational hours.

12. Be responsible for paying all operating expenses not expressly undertaken by the NAFI or Contracting Officer.

ARTICLE III.

Concessionaire will not:

1. Represent or permit itself to be represented to the public as an agent or employee of the NAFI by the use of the name of the NAFI on letters, bills, signs, or by any other means. The Concessionaire, its servants, agents, and employees, are in no sense agents of the United States, the NAFI, the commander of the installation within which the concession exists, or of any other entity having to do with the operations of the NAFI.

2. Sell or remove any property that is owned by the NAFI or any other part of the Federal Government and is used in the operation of the concession.

3. Engage in or permit gambling or possession or use of any gambling device on the concession premises or elsewhere on the installation.

4. Sell, deal in, or otherwise possess or transfer, on the concession premises, any form of intoxicating liquors or narcotics.

5. Loan money to or borrow money from customers or others, which includes Federal Government (including NAFI) employees and military personnel.

6. Sell merchandise or services for anything other than US currency, unless authorized in writing by the Contracting Officer.

7. Sell merchandise or services on credit.

8. Give or offer to any officer or employee of the NAFI, or any other part of the Federal Government, any gift, privilege, special benefit, discount, or anything else of material or personal nature whereby the individual or employee would receive preferential treatment.

ARTICLE IV:

That:

1. Air Force Auditor General personnel, or any person designated in writing by the installation commander, will have the right to inspect the Concessionaire, and to make such inspection as may be considered necessary to ensure strict compliance by Concessionaire with all provisions of this contract and with applicable Air Force regulations.

2. This contract, unless sooner terminated as herein provided, may be extended for additional periods, each of which may not exceed (4) additional 12 month options by mutual agreement of the parties in writing, subject to approval in the same manner as this instrument.

3. This contract is automatically terminated in the event the NAFI is dissolved. The Contracting Officer terminates the contract when documentation that the NAFI has been dissolved. Notice will be given to the contractor within seven days of the Contracting Officer receiving notification of the NAFI being dissolved.

4. Any monies due and payable to the NAFI from the Concessionaire on the date of this contract must be paid in full or will remain due and payable until final settlement.

CONTRACTUAL CONTENTS: This contract consists of the following documents:

a. Attachments as follows Attachment A - Articles Attachment B - Instructions and Evaluation Factors Attachment C - Specific Tasks/Food and Beverage Operation Attachment D - Price Items Attachment E - Past Sales and Population Data Attachment F - General Provisions

b. Special Provisions with the following Tabs Tab A - Performance Work Statement Tab B – Government Supplied Equipment and Supplies Tab C - Transition Plan Tab D - Site Plan Tab E – Copy of Starbucks Coffee Company Equipment and Marketing Material Loan Agreement (EMMA)

c. SCA Wage Determination dated: 13 June 2011

FOR THE NAFI: FOR THE CONCESSIONAIRE:

This Concessionaire contract has been reviewed and determined to be legally sufficient.

(Signed by Staff Judge Advocate or the representative) Date

Instructions and Evaluation Factors

Solicitation NAF 001 RFP Attachment B

INSTRUCTIONS TO OFFERORS

Schriever AFB is soliciting for Concessionaire food and beverage services located in coffee shop and storage area, as described in RFP attachments (A) through (F), in a Two Step process as follows:

Site Visit – (optional) Site visit will be conducted on 2 March 2012 at 9:00 A.M. MST. Submit a completed Contractor/Vendor Visitor Access Form no later than 9:00 A.M. MST on 28 February 2012. Visitor Access Forms received after that date and time will not be allowed to attend the site visit. Offerors are encouraged to inspect the site where the services are to be performed and satisfy themselves regarding all general and local conditions that may affect the cost of contract performance. In no event shall failure to inspect the site constitute grounds for a claim after contract award. The response shall be a complete package which will consist of the following:

Step 1 – Written Proposal Step 2 – Price (fee to be paid to the NAFI)

Format for proposal packages:

a) One (1) 1inch binder

b) Part 1, part 2 and part 3 labeled on tabs

c) One (1) inch margins, all sides

d) New times Roman 12 font, on 8 ½ inch x 11 inch white paper

e) No more than ten (10) pages total, (sanitation inspections, equipment list, food source list and title page do not count toward total)

f) The contractor’s contact information must be placed on the front of the binder.

g) All pages within the binder need to be free of the contractor’s name and contact information to assist with the anonymity of the technical evaluation.

Step 1

Concessionaire Services Proposal – Offerors will submit a written proposal for concessionaire services for food and beverage services in accordance with the Attachments (A) through (G). The objective of this RFP is to award a Concessionaire contract for a basic period of 12 Months and four one year option periods.

A complete proposal package must be received by this office NOT LATER THAN 16 March 2012 at 3:00 P.M Mountain Time. Proposals must be submitted to the POC.

(a) Offerors are required to meet all solicitation requirements, including terms and conditions, representations, and technical requirements. Failure to meet a requirement may result in an offer being ineligible for award.

(b) The Contracting Officer has determined there is a high probability of adequate price competition in this acquisition. Upon examination of the initial offers, the Contracting Officer will review this determination and if, in the Contracting Officer's opinion, adequate price competition exists, no additional cost information will be requested. However, if at any time during this competition the Contracting Officer determines that adequate price competition no longer exists; Offerors may be required to submit information to the extent necessary for the Contracting Officer to determine the reasonableness of the price.

(c) The following formats apply:

(i) The format for Part 2- Written Proposal:

a. The offeror to submit a written Concessionaire Operating Plan that shall describe the methodology and approach to be used to meet the requirements in the Contract, to include but not limited to the following:

(1) Management/Operating Plan. Provide the offeror’s management structure and staffing. Describe the proposed management structure including on-site and off-site management and support.

(2) Quality Control.

a. Provide the firm’s quality control plan and supervision for quality services and address the firm’s knowledge and understanding of food handling to include but not limited to: food safety, wholesomeness and freshness; sanitation; temperature control; stock rotation; and disposal of out of date items.

b. Method of resolving complaints. Describe methodology in resolving customer complaints and corrective actions to be taken to mitigate future complaints.

(3) Menu. The offeror shall provide the proposed menu and price for each corresponding item.

(4) Food source. The offeror must submit the appropriate food source code (for retail establishments) for food that they plan to purchase and serve under this contract.

(5) List of additional equipment provided by contractor, if applicable.

1. – Concessionaire Operating Plan (4 page minimum)

2. – Price (fee to be paid to the NAFI) (1 page minimum)

Step 2 – Price Proposal

a. Return the completed Price schedule, Attachment D

b. The offeror may provide a monthly fee that changes each month throughout the base year and option(s).

c. Price will be based on the total 12 months fee amount of CLIN 0001 plus the total 12 months fee of Option CLINs 0002 thru 0005.

Evaluation Factors for Award:

Proposals conforming to the solicitation will be determined technically acceptable. Award will be made to the highest priced technically acceptable offeror. To be determined technically acceptable the offeror’s proposal must include a Concessionaire Operating Plan that adequately describes the methodology and approach to be used to meet the requirements in the contract. Additionally, the offeror’s submitted food sources must be approved for use by Public Health.

Price will be based on the total 12 months fee amount of CLIN 0001 plus the total 12 months fee of Option CLINs 0002 thru 0005 on Attachment D.

The Government reserves the right to make an award based upon initial offers received, without discussion with Offerors. The Contracting Officer may conduct negotiations and/or request final proposal revisions.

The Point Of Contact (POC) for this effort is:

Ms Linda Cummings 210 Falcon Pkway, Suite 137 Schriever AFB CO 80912 Linda.cummings@us.af.mil

(719) 567-7339

Access to Schriever AFB is by appointment only. Make all base access appointments (site visit, proposal delivery, etc.) through the designated POC at least a day prior to the visit.

CONTRACTOR/VENDOR ACCESS REQUEST FORM

(1) ACCESS REQUIRED DATE:

(2) COMPANY NAME:

(3) DRIVER'S FULL NAME:

(4) OTHER PASSENGER NAME(S):

(5) VEHICLE INFORMATION:

YEAR OF VEHICLE:

MAKE OF VEHICLE:

MODEL OF VEHICLE:

LICENSE PLATE #: STATE ISSUED:

IS COMPANY NAME ON VEHICLE:

(6) HOW LONG WILL CONTRACTOR/VENDOR BE IN THE RESTRICTED AREA:

(7) WHAT TYPE OF DELIVERY OR SERVICE IS THE CONTRACTOR/VENDOR PERFORMING:

(8) WHAT EQUIPMENT IS THE CONTRACTOR/VENDOR BRINGING TO THE RESTRICTED AREA: (MUST BE OVER 50 LBS)

Price Items

RFP Attachment D

CLINS Period of Performance Monthly Fee

CLIN 0001 1 Apr 2012 thru 31 Mar 2013 $_________ Base Period CLIN 0002 1 Apr 2013 thru 31 Mar 2014 $_________ Option 1 CLIN 0003 1 Apr 2014 thru 31 Mar 2015 $_________ Option 2 CLIN 0004 1 Apr 2015 thru 31 Mar 2016 $_________ Option 3 CLIN 0005 1 Apr 2016 thru 31 Mar 2017 $_________ Option 4

Format of Attachment D can be altered by offeror. The monthly fee for each month in the base period and options 1 thru 4 must be provided.

Past Sales and Population Data Schriever AFB Coffee and Beverage Concessionaire Contract Solicitation NAF 001 Attachment E

Past Sales There is no reliable past sales data as this has not been operated 50 FSS concession.

Population Data

General Provisions

Attachment F

1. Additional Definitions. The terms Concessionaire and Contractor are used synonymously and mean the individual, partnership, corporation, or other entity which is a party to this contract and who is responsible for all actions and applicable regulations and performance there under.

GENERAL PROVISIONS

l. DEFINITIONS (JAN 2005) - As used throughout this contract, the following terms and abbreviations have the meanings set forth below:

a. The term "contract" means this agreement or order and any modifications hereto.

b. The abbreviation "NAFI" means Nonappropriated Fund Instrumentality of the United States Government.

c. The term "Contracting Officer" means the person executing or responsible for administering this contract on behalf of the NAFI, which is a party hereto, or their successor or successors.

d. The term "Contractor" means the party responsible for providing supplies and/or services at a certain price or rate to the NAFI under this contract.

e. The abbreviation “FAR” means Federal Acquisition Regulation.

2. DISPUTES (NOV 2005)

a. Except as otherwise provided in this contract, any dispute or claim concerning this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall state his decision in writing and mail or otherwise furnish a copy of it to the Contractor. Within 30 days from the date of receipt of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Contracting Officer a written appeal addressed to the Armed Services Board of Contract Appeals, and the decision of the Board shall be final and conclusive; provided that if no such appeal is filed, the decision of the Contracting Officer shall be final and conclusive. The Contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, however, the Contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the Contracting Officer unless directed to do otherwise by the Contracting Officer.

b. A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. Contractors shall provide the certification specified below when submitting any claim. Any person duly authorized to bind the Contractor with respect to the claim may execute the certification. “I certify that the claim is made in good faith; that the supporting data is accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify on behalf of the Contractor.”

c. This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph "a" above, provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

3. LAW GOVERNING CONTRACTS (JAN 2005) - In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined in accordance with the substantive laws of the United States of America.

4. LEGAL STATUS (JAN 2005) - The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. Therefore, NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States.

5. EXAMINATION OF RECORDS (JAN 2005) - This clause is applicable under contracts that are entered into by means of negotiation and where price and costing data are required to support a determination of price reasonableness. This clause does not apply to commercial items or when the Contracting Officer determines that prices agreed upon are based on adequate price competition. The Contractor agrees that the Contracting Officer or his duly authorized representative shall have the right to examine and audit the books and records of the Contractor directly pertaining to the contract during the period of the contract and until the expiration of three years after the final payment.

6. ASSIGNMENT (JAN 2005) - The Contractor or its assignee’s rights to be paid amounts due as a result of performance of this contract, may be assigned. No assignment by the Contractor, assigning its rights or delegating its obligations under this contract will be effective and binding on the NAFI until the written terms of the assignment have been approved in writing by the Contracting Officer.

7. GRATUITIES (JAN 2005)

a. The Contracting Officer may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary of the Air Force or their duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent, or representative of the Contractor, to any officer or employees of the Government or the NAFI with a view toward securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract.

b. In the event this contract is terminated as provided in paragraph "a" hereof, the NAFI shall be entitled (i) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of contract by the Contractor, and (ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Air Force or their duly authorized representative) which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the NAFI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

8. TERMINATION FOR CONVENIENCE (JAN 2005) - The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the NAFI. If this contract is for supplies and is so terminated, the Contractor shall be compensated in accordance with FAR, Sub Parts 49.1 and 49.2 in effect on this contract's date. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no Contractor claims covering nonrecurring costs for capital investment. If there are any such Contractor claims, they shall be settled in accordance with FAR, Sub Parts 49.1 and 49.2.

9. CANCELLATION BY MUTUAL AGREEMENT (JAN 2005) - Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this contract.

10. TERMINATION FOR CAUSE (JAN 2005)

a. (1) The NAFI may, subject to paragraphs (c) and (d) below, by written notice of cause to the Contractor, terminate this contract in whole or in part if the Contractor fails to-

(i) Deliver the supplies or perform the service within the time specified within this contract or any Extension;

(ii) Make progress, so as to endanger performance of this contract (but see subparagraph (a)(2) below);or

(iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2) below).

(2) The Contracting Officer right to terminate this contract under subdivisions (1)(ii) and (1)(iii) above, may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the Contracting Officer) after receipt of notice from the Contracting Officer specifying the failure.

b. If the Contracting Officer terminates this contract in whole or in part, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will remain liable to the NAFI for any excess costs for those supplies or services. However the Contractor must continue the work not terminated.

c. The Contractor shall not be liable for any excess costs if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) act of the NAFI in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and; (9) unusually severe weather. Defaults by subcontractors at any tier for any reason do not constitute causes beyond the control and without the fault or negligence of the Contractor.

d. If this contract is terminated for cause, the NAFI may require the Contractor to transfer title and deliver to the NAFI as directed by the Contracting Officer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tool dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as manufacturing materials in the clause) that the Contractor has specifically produced or acquired for the terminated portion of this contract. Upon direction of the Contracting Officer, the Contractor shall also protect and preserve property in its possession in which the NAFI has an interest.

e. The NAFI shall pay the contract price for completed supplies delivered and accepted. The Contractor and Contracting Officer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes Clause. The NAFI may withhold from these amounts any sum the Contracting Officer determines to be necessary to protect the NAFI against loss because of outstanding liens or claims of former lien holders.

f. If, after termination, it is determined that the cause by the Contractor was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience of the NAFI.

g. The rights and remedies of the NAFI in this clause are in addition to any other rights and remedies provided by law or under this contract.

11. INSPECTION AND ACCEPTANCE (JAN 2005) - Inspection and acceptance will be at destination, unless otherwise provided in this contract. Notwithstanding the requirements for any NAFI inspection and test contained in specifications applicable to this contract, except where specialized inspections or tests are specified for performance solely by the NAFI, the Contractor, shall perform or have performed the inspections and tests required to substantiate that the supplies provided under the contract conform to the drawings, specifications, and contract requirements listed herein, including if applicable the technical requirements for the manufacturers' part numbers specified herein. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. Acceptance of the supplies or services or a written notice of rejections must be accomplished on or before the fifth working day following delivery of the supplies or services, unless otherwise specified in this contract.

12. VARIATION IN QUANTITY (JAN 2005) - No variation in quantity of any item called for by this contract will be accepted unless authorized by the Contracting Officer.

13. PARTIAL DELIVERIES (JAN 2005) - Partial deliveries are not permitted unless authorized by the terms of the contract or approved by the Contracting Officer.

14. PAYMENTS (JAN 2005) - Partial payments will be made when deliveries are authorized or as approved by the Contracting Officer. Payments and penalties for late payments are subject to the requirements established by the Prompt Payment Act, as amended, and as implemented for NAFI's. If the NAFI makes payment but such payment fails to include a prompt payment penalty due to the Contractor within 10 days from when the contract payment is made, penalty amounts will not be paid unless the Contractor makes a written request within forty days after the date of payment.

15. HOLD AND SAVE HARMLESS (JAN 2005) - The Contractor shall indemnify, hold and save harmless, and defend the NAFI, its outlets and customers from any liability, claimed or established for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products or services listed in this contract, except for such claims for damages caused by, or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, Contractor shall at all times hold and save harmless the NAFI, its agents, representatives, and employees from any and all suits, claims, charges, and expenses which arise out of acts or omissions of Contractor, its agents, representatives, or employees.

16. MODIFICATIONS (JAN 2005) - No agreement or understanding to modify this contract will be binding upon the NAFI unless made in writing and signed by a Contracting Officer from the office that issued the contract or its successor.

17. TAXES (JAN 2005)

a. Except as may be otherwise provided in this contract, the contract price includes all taxes, duties or other public charges in effect and applicable to this contract on the contract date, except any tax, duty, or other public charge, which by law, regulation or governmental agreement, is not applicable to expenditures made by the NAFI or on its behalf; or any tax, duty, or other public charge from which the Contractor, or any subcontractor hereunder, is exempt by law, regulation or otherwise. If any such tax, duty, or other public charge has been included in the contract price, through error or otherwise, the contract price shall be correspondingly reduced.

b. If for any reason, after the contract date of execution, the Contractor or subcontractor is relieved in whole or in part from the payment or the burden of any tax, duty, or other public charge included in the contract price, the contract price shall be correspondingly reduced; or if the Contractor or subcontractor is required to pay in whole or in part any tax, duty, of other public charge which was not applicable at the contract date of execution the contract price shall be correspondingly increased.

18. PROOF OF SHIPMENT (JAN 2005) - (Applicable to shipments outside the United States through the Surface Deployment and Distribution Command (SDDC) and Parcel Post shipments to overseas destinations.)

a. Notwithstanding any clause of this contract to the contrary, payment will be made for items not yet received, upon receipt of an invoice accompanied by an appropriate proof of shipment. If shipment is made by insured parcel post, the contractor must furnish a copy of the Insured Mail Receipt issued by the US Postal Service. Otherwise, a stamped copy of a Certificate of Mailing issued by the US Postal Service must be furnished. If shipment is made by a common carrier (rail, air or motor freight), the Contractor must furnish a signed copy of the shipping document on which items are receipted for by the common carrier. A signed receipt by a NAFI representative at the delivery point (CCP or POE) is also acceptable evidence of proof of shipment.

b. Forwarding a proof of shipment and an invoice for payment by the Contractor shall be construed as a certification by the contractor that the items shipped conform to the specifications.

c. Notwithstanding any provisions of this clause or any payment made pursuant to the terms of this clause prior to receipt of the items contracted for, the NAFI retains the right to inspect upon receipt and the right to reject nonconforming items. The liability of the Contractor with respect to items for which payments have been made will, after inspection by the NAFI or after the expiration of a reasonable time following delivery to the NAFI within which inspection may be made, whichever occurs first, be limited to (i) exceptions taken at the time of inspection, and (ii) latent defects, fraud, or such gross mistakes as amount to fraud.

19. COMMERCIAL WARRANTY (JAN 2005) - The Contractor agrees that the supplies or services furnished under this contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such supplies or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. The printed terms and conditions of such warranty will be provided to the NAFI with the delivery of any supplies covered.

20. ADVERTISEMENTS (JAN 2005) - Contractor agrees that none of its nor its agent's advertisements, to include publications, merchandise, promotions, coupons, sweepstakes, contest, sales brochures, etc, shall state, infer or imply that the Contractor's products or services are approved, promoted, or endorsed by the NAFI. Any advertisement, including cents-off coupons, which refers to a NAFI will contain a statement that the advertisement is neither paid for, nor sponsored in whole or in part by, the particular activity.

21. NOTIFICATION OF DEBARMENT/SUSPENSION STATUS (JAN 2005) - The Contractor shall provide immediate notice to the Contracting Officer in the event of being suspended, debarred or declared ineligible by any other Federal Department or agency, or upon receipt of a notice of proposed debarment from another DOD Agency, during the performance of this contract.

22. NON WAIVER OF DEFAULTS (JAN 2005) - Any failure by the Contracting Officer at any time, or from time to time, to enforce or require strict performance of any terms or conditions of this contract will not constitute waiver thereof and will not affect or impair such terms or conditions in any way or the NAFI’s right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms and conditions.

LIST OF FAR AND DFARS CLAUSES INCORPORATED BY REFERENCE

The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) or DoD FAR Supplement (DFARS) are hereby incorporated into this order or contract by reference with the same force and effect as though herein set forth in full. As used in the following clauses, the term "Government" is deleted and the abbreviation "NAFI" is substituted in lieu thereof. The date of each clause shall be the current date set forth in FAR or DFARS on the issuance date of this order or contract. Clauses made inapplicable by the reference or by the kind of order, contract (e.g., orders or contract for services instead of supplies) or dollar amount are self deleting. The complete text of any clause incorporated in this order or contract by reference may be obtained from the contracting officer.

Regulations

under Trade Agreements 30 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation

Balance of Payments Program

Subcontractors *37 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Felonies

Material Safety *Denotes DFARS

Performance Work Statement

Solicitation NAF 001 Special Provisions - Tab A

GENERAL INFORMATION

1. The Concessionaire shall establish and operate, in the name of NAFI a concession in building 210, located at Schriever AFB as a Non-Personal Service. The Concessionaire shall provide all personnel, supervision and other items and services necessary to provide a coffee and beverage operation, except for those items furnished by the government. NOTE: Starbuck’s will provide initial training on the espresso machine and Frappuccino making. All equipment and supplies provided by the government are listed at Tab B.

1.1 Contractor shall provide customer-driven coffee and beverage programs that meet the need of adults and families who may be customers. Concessionaire shall offer Starbucks “We Proudly Serve” products and Frappuccino in accordance with Starbuck’s requirements. The Starbucks Coffee Company Equipment and Marketing Material Loan Agreement (EMMA) may be found at Tab E.

1.2 Sanitation Requirements. The contractor shall comply with all mandated sanitation requirements IAW AFI 48-116, Food Safety Program and the Food Code.

1.2.1. All potentially hazardous food sources removed from original packaging or prepared in the facility shall be clearly marked to indicate date product was produced or removed from the original packaging; or marked to indicate date product is to be consumed or discarded.

2. Personnel:

a. The Concessionaire shall provide a contract manager and alternate who shall be responsible for the performance of the work. The name of this person and an alternate(s) who shall act for the Concessionaire when the manager is absent shall be designated in writing to the contracting officer within 5 calendar days after award of this contract and immediately after any changes during performance of the contract.

b. The contract manager or alternate shall have full authority to act for the Concessionaire on all matters relating daily operation of this contract. The contract manager or alternate shall be available during normal hours, Monday-Friday from 0600-1400 hours, within 90 minutes to meet on the installation with the Contracting officer to discuss operational issues. After normal duty hours the manager or designated alternate shall be available within 3 hours.

c. The Concessionaire shall keep current for the Contracting Officer inspection, a list of personnel employed on this contract. This list shall include the dates of food service sanitation training for food handlers.

d. Concessionaire shall not employ any person who is an employee of the United States Government if the employment of that person would create a conflict of interest nor shall the Concessionaire employ any person who is an employee of the Department of the Air Force, either military or civilian, unless such person seeks and receives approval in accordance with DoD 5500.7, Joint Ethics Regulation. In addition, the Concessionaire shall not employ any person who is an employee of the Department of the Air Force if such employment would be contrary to the policies contained in AFI 64-106, Industrial Labor Relations Activities. All questions of “conflict of interest” shall be referred to the Contracting Officer.

3. Hours of Operation:

a. Coffee and Beverage Operation:

Monday through Friday 0600-1400

b. Observed holidays:

New Year’s Day Martin Luther King Day Presidents’ Day Memorial Day Independence Day Labor Day Columbus Day Veterans’ Day Thanksgiving Christmas Day

The Contracting Officer may request changes to the hours of operation based on customer demand.

4. Conservation of Utilities: The Concessionaire shall train and instruct employees in utilities conservation practices. The Concessionaire shall be responsible for operating under conditions precluding the waste of utilities.

5. Facility (Building 210)

a. All rights for use of shop space are reserved for concessionaire.

b. Securable space offered to Concessionaire includes: Shop and storage areas identified for the coffee and beverage operation.

c. NAFI Mission Requirements: The Contracting Officer has the authority to approve mission programs that are required in the Building 210 to meet the Air Force mission requirements as identified by the NAFI director.

6. Environmental: Adherence to guidelines under the Environmental Compliance Audit and Management Program is subject to inspection by the Schriever AFB Environmental Office. All current directives regarding recycling and disposal of used materials must be followed AFI 32-7086 available at http://www.e-publishing.af.mil/.

7. NAFI - Furnished Property and Services.

a. Facilities: The NAFI shall furnish and/or make available facilities.

8. Services:

a. Custodial Services: The Concessionaire will provide custodial services for the coffee shop in building 210 to include storage areas. Operation to include, but not limited to, all customer areas, preparation rooms, dishwashing room, storage rooms/areas and closets, back office, refrigerators and freezer. Public Health and housekeeping standards shall be maintained by the Concessionaire.

b. Refuse Collection: The NAFI shall furnish refuse collection services at central collection points. The Concessionaire shall be responsible for keeping dumpsters secure to prevent foreign objects and debris (FOD) from blowing away from the central collection point. The Concessionaire shall also be responsible for clean-up of all FOD not contained in the central collection point at no cost to the NAFI.

c. Insect and Rodent Control: The NAFI shall provide insect and rodent control at the coffee shop and storage room. The Concessionaire shall notify the Building 210 Manager (COR) of any suspected insect infestations.

d. Security-Police and Fire Protection: Call phone number 911 from a base phone and (719) 567-3911.

9. Termination: Notwithstanding the clause titled "Termination for Convenience" of the General Provisions relative to termination of this Concessionaire contract, it is mutually agreed that this Concessionaire contract may be terminated in whole or in part by either party:

a. Immediately on written notice to the other party in the event of breach of this Concessionaire contract by the other party.

b. On 1-day notice in writing to the other party. No liability ensues to either party for terminations rendered pursuant to this subparagraph b.

10. Actions To Be Taken Upon Termination (Including Expiration). Concessionaire shall promptly settle its account with the NAFI, including payment in full of all amounts due, yield up the facilities and all NAFI furnished property, clean and leave premises in as good order and condition as when received (exceptions are damages due to acts of God or the US Government, and ordinary wear and tear); surrender all installation passes, decals, and so forth, and complete satisfactory settlement of all customer complaints and claims. Termination of the Concessionaire contract does not release the Concessionaire from the obligation to satisfactorily settle customer complaints and claims. The Concessionaire shall promptly remove all Concessionaire owned fixtures and supplies. On failure to remove the Concessionaire’s property, the Contracting Officer may cause Concessionaire’s property to be removed and stored in a warehouse at the Concessionaire’s expense. If the Concessionaire is indebted to the NAFI, the Concessionaire authorizes and empowers the Contracting Officer to take possession of the Concessionaire’s property and dispose of same by public sale without notice, and out of the proceeds of sale, satisfy all costs and indebtedness to NAFI.

11. Indebtedness:

a. The Concessionaire shall pay promptly and in accordance with the terms all indebtedness incurred in connection with the performance of this Concessionaire contract.

b. The NAFI may charge the Concessionaire for a dishonored check received from the Concessionaire, except when the bank acknowledges the return to be the result of bank error or the return is the result of a NAFI error. The amount charged by the NAFI will not exceed the administrative amount normally charged NAFI customers for dishonored checks.

12. Packaging/Price Marking. If required by the Contracting Officer, the Concessionaire shall furnish, at its own expense, suitable bags, "sold" labels, and so forth, for securing a customer’s purchase. If required, the packaging will be approved by the Contracting Officer. All items shall be marked to reflect the selling price.

13. Claims by Concessionaire. No claim by the Concessionaire relating to this Concessionaire contract may be considered by the Contracting Officer unless such claim is submitted in writing to the Contracting Officer not later than 90 days after the effective date of termination or expiration of this Concessionaire contract. This clause does not extend the period for filing claims where specifically limited by another clause.

14. Nonwaiver of Defaults. Any failure by the Contracting Officer to enforce or require strict performance of any terms or conditions of this Concessionaire contract will not constitute a waiver, and will not affect or impair such terms and conditions in any way or effect the right of the Contracting Officer at any time to avail itself of such remedies as it may have for breach or breaches of such terms and conditions.

15. Trade Fixtures and Supplies. The Concessionaire shall furnish, at its expense, all trade fixtures and supplies required for performance of this Concessionaire contract.

16. Quality/Warranty. All products authorized for the Concessionaire to sell will be marketable and sufficient for use intended, and not be "seconds" as the term is usually understood in the trade. All items will be acceptable to the customer and the Contracting Officer and will be subject to inspection and test for workmanship and quality at all times by the Contracting Officer or designee. Any item found to have a latent defect(s) may be returned to the Concessionaire for replacement or refund as determined by the Contracting Officer.

17. Customer Complaints, Claims, and Refunds. The Concessionaire agrees to adhere to the NAFI policy of customer satisfaction guaranteed and shall be responsible for refunds to customers due to customer dissatisfaction with an item or due to overcharges. All customer complaints, claims, and refunds will be resolved and made at Concessionaire’s expense. Any disagreement that cannot be resolved between Concessionaire and the customer will be referred to the Contracting Officer, whose decision will be final and not subject to the Disputes clause. If the Concessionaire fails to process complaints or claims and make refunds in a timely manner, the NAFI may settle customer complaints or claims and make such refunds, and charge the settlement cost to Concessionaire’s account.

18. Internal Controls of Charge-Card Sales:

a. Concessionaire shall establish internal control procedures consistent with provisions of this Concessionaire contract for a complete and accurate accounting of all transactions.

b. Concessionaire may accept national charge cards customarily recognized in their commercial trade for customer payment of purchases. Concessionaire is responsible for the payment of any fees, charge backs, and other arranged costs levied by the charge-card-issuing companies.

c. The Contracting Officer, or designee, may conduct inspections considered necessary to ensure strict compliance by the Concessionaire with all provisions of this Concessionaire contract.

19. Utilities. The NAFI will furnish for use of the Concessionaire sufficient quantities and the following described items: Common services to include fire, police, trash, and utilities (gas, water and electric). Collection of utilities within each fiscal year will be based on availability of funds and will be subject to wing commander approval.

NOTE: If the Concessionaire is required to reimburse the United States Government for utilities furnished, then the rates are set by the installation commander and agreed to by both parties.

20. Premises. The assignment of space is revocable and is not construed as the creation of tenancy. Concessionaire is liable for any damage to or loss of the premises and NAFI furnished property or injury to persons resulting from acts or omissions of Concessionaire, its employees, or agents, whether or not covered by insurance. Sublet of any of the premises assigned or assignment to another concession is not authorized. Use of the premises and NAFI furnished property for any purpose other than those specifically set forth herein is prohibited. Concessionaire shall not make any alterations in the facilities provided without prior authorization from the Contracting Officer manager.