NASA GRC Exchange Vending Solicitation.pdf

Reply to Attn of:

National Aeronautics and Space Administration

John H. Glenn Research Center Lewis Field Cleveland, OH 44135-3191

January 26, 2022

CHC – Procurement Division

TO: ALL OFFERORS

FROM: NASA Glenn Research Center 21000 Brookpark Road Cleveland, Ohio 44135-3127

Subject: Invitation to submit an offer for the vending services contract at the NASA

Glenn Research Center

You are invited to submit an offer to supply the NASA Glenn Research Center at Lewis Field, via the NASA GRC Exchange, with the equipment, supplies, labor, and services required for the vending machines at this Center. The contract period of performance can be for a maximum of five (5) years.

Enclosed is a draft of an agreement for vending services. It outlines the basic terms and conditions for both the Vendor and the Exchange. Essentially, you would be responsible for providing, maintaining, and stocking an agreed upon number of vending machines to the Center and paying a quarterly commission, based on vending machines sales, to the NASA GRC Exchange.

Also attached is the “Offer Preparation Guidelines.” Please review both documents carefully.

The NASA Glenn Research Center at Lewis Field currently has approximately 3200 employees spread out across 70+ buildings. Although the final number and type of machines will be negotiated GRC anticipates an initial placement of about 14 machines in its most populous buildings. Historically there have been as many as 50+ machines across the Center. Initially, the machines shall include 7 beverage machines, 6 snack machines, and one combination machine. The NASA GRC Exchange is interested initially in the snack machines that stock items such as chips, nuts, candy, gum, etc. rather than sandwiches or other types of food that need to be changed out on a daily basis.

Questions concerning this solicitation may be submitted via email to Richard W. Amiot at Richard.W.Amiot@NASA.gov. We will make every effort to answer the questions as quickly as possible and share the answers with all potential offerors. Therefore, questions must be submitted no later than February 07, 2022, 4:30 p.m.

Offers shall be received by February 21, 2022, 4:30 p.m. Offers shall be signed by an official authorized to bind your company to a commercial agreement. Please note that the agreement shall be between you, the Vendor, and the NASA Exchange, and therefore is not subject to Federal Acquisition Regulations.

Richard W. Amiot Contracting Officer

Enclosures:

1. Draft Vending Machine Agreement

2. Offer Preparation Guidelines

DRAFT

VENDING MACHINE AGREEMENT

BETWEEN

(Name of Vendor)

AND

THE GLENN RESEARCH CENTER EXCHANGE

AT

THE NASA GLENN RESEARCH CENTER

INTRODUCTION

This Agreement is made and entered into by and between (Name of Vendor), located at (Address of vendor) and hereinafter called “Vendor,” and the National Aeronautics and Space Administration (“NASA”) Glenn Research Center (“GRC”) Exchange, located at, 21000 Brookpark Road in Cleveland, Ohio, hereinafter called “Exchange.” The Vendor and the Exchange each may be referred to individually as a “Party” or collectively as the “Parties.”

The Exchange is a non-appropriated federal instrumentality, which exists for the benefit of the NASA employees who work at the GRC by contributing to their welfare, efficiency and effectiveness. No appropriated funds of the United States shall become due, or be paid, to the Vendor by reason of the Agreement.

ARTICLE 1

1.1 INDEPENDENT RELATIONSHIP

This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, contractor relationship, or formal business organization, or agency agreement of any kind between the Vendor and the NASA. The rights and obligations of the Parties shall be only those expressly set forth herein.

1.2 BADGING

GRC badging is mandatory for all of the Vendor’s personnel who require access into GRC as minimally necessary to carry out the terms of this Agreement. Access by Vendor to NASA facilities or property is contingent upon compliance with all NASA security and safety policies and guidelines, including, but limited to, standards on badging and other conditions of entry.

ARTICLE 2

2.1 GENERAL REQUIREMENTS

A. The Exchange agrees to grant to the Vendor a concession to install and maintain vending machines in the quantity, type, and location detailed in Exhibit “A” entitled “List of Vending Machines by Quantity, Type and Location,” attached hereto and made a part of this Agreement. (TO BE ADDED AFTER FINAL QUANTITY, TYPE AND

LOCATION ARE DETERMINED)

B. The Vendor can make recommendations on vending location based on sales, historical knowledge, business acumen, etc. but the final determination shall be made by the Exchange. As appropriate, the Exchange may bring any necessary water and/or power lines to new locations provided the Exchange receives authorization from appropriate Building Managers prior to installation.

C. The Vendor agrees to remove all empty containers after stocking machines.

D. The Vendor agrees to install and have ready for operation all vending equipment no later than THIRTY (30) calendar days after the last date of signature of this Agreement.

E. The Parties agree that the quantity, type, and location of the vending machines may be modified in order to meet changing volume of sales, or other conditions and needs. The Vendor will neither reduce nor increase the number of machines without the approval of the Exchange, nor without an adjustment to the annual commission with approval of the Exchange.

F. The Vendor agrees to initially place, move (if necessary), and remove vending machines at no expense to the Exchange.

G. Title to vending machines remain with the Vendor. The Exchange agrees to take such action as may reasonably be required for the protection of said vending machines against loss or pilferage or destruction, but in no way shall the Exchange be responsible for any damage or loss of Vendor’s machines or inventory.

H. The Exchange hereby appoints Lori Manthey as the manager who will serve as the Vendor’s point of contact (hereinafter referred to as the “Exchange Operations Manager”). The Vendor may reach the Exchange Operations Manager via telephone at

(216) 433-9658, via e-mail at lori.a.manthey@nasa.gov, or by mail at

NASA Glenn Research Center Attn: Lori Manthey

Mail Stop: 3-2 21000 Brookpark Road Cleveland, Ohio 44135

2.2 PRODUCTS

A. Vendor agrees that the services to be rendered, and the quality of the merchandise, shall be as approved by the Exchange, and further, Vendor agrees that said service and quality shall be maintained to the continued satisfaction of the Exchange. Exchange agrees that, at any time, Vendor may suggest changes to prices, quantity, or quality of the products, subject to approval by the Exchange.

B. Vendor agrees to supply high-quality, widely accepted brands of products. Further, Vendor agrees to charge, for the products Vendor furnishes, only such prices as are approved by the Exchange. The products to be sold in vending machines:

Product Size (e.g. in ounces) Price

(Sample) Mt. Dew, bottle 20 oz. $1.25

2.3 SERVICE

A. Vendor agrees to update the coin and dollar bill validators; and optionally the credit card readers, if installed.

B. Vendor agrees to restock the vending machines on a frequent basis; frequency shall be sufficient to ensure that vending machines are well stocked and products, in sufficient variety, are available upon request. Stocking of the machines shall be the sole responsibility of the Vendor.

C. Vendor agrees to repair and maintain, at Vendor’s own expense, all vending machines, and further, Vendor agrees to keep vending machines in operating conditions according to manufacturer’s instructions, clean, attractive, and sanitary condition.

D. Vendor agrees that during any term of this Agreement and upon notice of the Exchange, Vendor will negotiate changes to the service to be supplied by the Vendor.

E. Vendor agrees provide refunds to customers in the event of a failed vend or mis-vend.

The Exchange agrees to be the point of contact for customer refunds for the Vendor. The Exchange will pay the refund to the Customer and the Vendor will reimburse the Exchange store. Such reimbursement will take place no less frequently than every two weeks.

ARTICLE 3

3.1 COMMISSION

A. Vendor agrees to pay to the Exchange a commission of ($______________) per quarter, OR (___ PERCENT) of the total sales volume per quarter, whichever of the above is GREATER. (If the Vendor’s proposal indicates a varied commission structure, e.g. x% for beverage, y% snack items, z% hot beverage, etc., then this paragraph shall be amended to reflect Vendor’s proposed structure.)

B. A calendar quarter shall be based on the Exchange fiscal year which starts in October and ends in September.

C. Included with each quarterly commission check shall be an activity report which shall state the total product sales per product, by machine and by location. (If paragraph A of this section is amended to reflect a different commission structure, then this paragraph shall be amended to include, “…, and by the amount of commission per product.”)

D. The commission fee is due and payable on or before the fifteenth (15th) day of the month following the close of each quarter.

E. The Vendor agrees to furnish payment of the commission fee via direct deposit to the NASA Glenn Research Center Exchange.

F. The Exchange and the Vendor shall verify internal meter readings/sales verifications ON

ALL MACHINES.

ARTICLE 4

4.1 INDEMNIFICATION & LIABILITY

A. The Vendor agrees to assume complete and sole liability for all federal, state, and local taxes applicable to the income, transactions and operation of the food service concession.

B. The Vendor shall indemnify and hold harmless the United States; its agents and instrumentalities (including the Exchange); and representatives, officers, and employees thereof from any and all claims, demands, actions, debts, liabilities, judgments, and costs arising out of, claimed on account of, or in any manner predicated upon, the loss of or damage to property, or injury to or death of any person(s) in any manner caused or contributed to by any action or omission of the Vendor or its agents, representatives, employees, or related entities.

C. The Vendor hereby waives any claims against the United States; its agents and instrumentalities (including the Exchange); and representatives, officers, and employees thereof for any injury to, or death of, the Vendor employees or the employees of the Vendor’s related entities, or for damage to, or loss of, the Vendor’s property or the property of its related entities arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of willful misconduct.

D. The Vendor further agrees to extend the waiver in Article 4.1(C) herein to its related entities by requiring them, by contract or otherwise, to waive all claims against the United States; its agents and instrumentalities (including the Exchange); and representatives, officers, and employees thereof for injury, death, damage, or loss arising from or related to activities conducted under the Agreement.

E. The Vendor further agrees that the United States; its agents and instrumentalities (including the Exchange); and representatives, officers, and employees thereof shall not be liable for any costs, loss of profits, revenue, or other direct, indirect, or consequential damages incurred by the Vendor, its contractors, subcontractors, or customers as a result of the Vendor being denied access to GRC for reasons beyond the control of NASA and/or the Exchange, including, but not limited to, the shutdown of the GRC due to Government-wide shut downs, inclement weather, security/safety emergencies, complications of facility operations, and delays in access to GRC.

ARTICLE 5

5.1 INSURANCE

A. The Vendor shall, at no cost to the Exchange, maintain throughout the term of the Agreement, insurance to cover the loss of or Damage to U.S. Government property as a result of any activities conducted under this Agreement. The policy must cover the cost of replacing (at fair market value, as reasonably determined by the Exchange) or repairing any U.S. Government property (real or personal) damaged as a result of any performance of this Agreement, including performance by the U.S. Government or its contractors or subcontractors, at any tier. “Damage” shall mean damage to, loss of, or loss of use of any property; soil, sediment, surface water, ground water, or other environmental contamination or damage; loss of revenue or profits; other direct damages;

or any indirect, or consequential damage arising therefrom.

B. The insurance required under this subparagraph shall provide coverage in an amount acceptable to the Exchange. All terms and conditions in the policy shall be acceptable to the Exchange and shall require thirty (30) days’ notice to the Exchange of any cancellation or change affecting coverage. The policy shall cover all risks of loss except that it may exclude Damage caused by the U.S. Government’s willful misconduct. The insurance policy shall provide that the insurer waives its right as a subrogee against U.S.

Government contractors, subcontractors, or related entities for damage.

C. Upon obtaining the insurance required under this paragraph, or upon obtaining any modification or amendment thereof, the Vendor shall personally deliver; send by secure electronic means acceptable to the Exchange; or send by registered or certified mail, postage prepaid, two copies of such insurance policy, or such modification or amendment, to the Exchange at the following address, or at such address as the Exchange may, from time to time, designate in writing:

NASA Glenn Research Center Attn: Lori Manthey

Mail Stop: 3-2 21000 Brookpark Road Cleveland, Ohio 44135

D. An insurance policy whose terms and conditions are reviewed and approved by the

Exchange, or an agreement between the Parties on an alternative method of protection, is a condition precedent to Partner’s access to or use of U.S. Government property or U.S.

Government services under this Agreement.

E. In the event the Vendor is unable to obtain insurance coverage required by Article 5.1(A) herein, the Parties agree to consider, subject to review, approval, and agreement by the Exchange, alternative methods of protecting U.S. Government property (e.g. by acceptable self-insurance or purchase of an appropriate bond).

F. In the event U.S. Government property is Damaged as a result of activities conducted under this Agreement, the Vendor (whether as an insured loss payee or under an alternate protection method) shall be solely responsible for the repair and restoration of such property subject to the Exchange’s direction. The Vendor’s liability for such repair and restoration shall not exceed the agreed insurance policy or other protection method limits.

ARTICLE 6

6.1 DISPUTES

Except as otherwise provided in the Agreement, any dispute or claim concerning the Agreement which is not resolved at a lower level shall be decided by the NASA GRC Exchange Council Chair, who will reduce his/her decision to writing and furnish a copy thereof to the Vendor. The decision of the NASA GRC Exchange Council Chair shall be considered the final agency decision.

ARTICLE 7

7.1 TERM OF AGREEMENT

The term of this Agreement shall be for two (2) years from the last date of signature of this Agreement. In addition, the Exchange has three (3) one (1)-year options to extend the Agreement. If the Exchange wishes to exercise a one (1)-year option to extend the Agreement, the Exchange shall provide the Vendor written notice at least thirty (30) days before the expiration of the Agreement.

7.2 TERMINATION

Relative to termination of the Agreement, it is mutually agreed:

A. This Agreement terminates automatically in the event the Exchange is inactivated.

B. This Agreement may be terminated by the Exchange in whole or in part upon a declaration of war by the Congress of the United States or upon a declaration of a national emergency by the President of the United States.

C. Either Party may terminate this Agreement for any reason by providing ninety (90) days’ advance written notice to the other Party.

D. Either party may issue the other party written notice of a material breach of any of the terms of this Agreement. The party receiving notice of a material breach will have a period of thirty (30) days to cure the material breach. If the receiving party does not cure the material breach to the issuing party’s reasonable satisfaction within the thirty (30)-day period, then the issuing party may immediately terminate the Agreement by written notice.

E. This Agreement may be terminated at any time by mutual agreement of the Parties.

F. In the event of termination for reasons given in Article 7.2(A) and (B) above, the

Exchange will seek to provide reasonable advance notice and will seek to mitigate the effect of such termination; provided, however; no advanced notice or mitigation of effects is guaranteed.

G. The Exchange shall not be liable for any costs, loss of profits, revenue, or other direct, indirect, or consequential damages incurred by the Vendor, its related entities, its contractors, subcontractors, or customers as a result of the termination of the Agreement.

7.3 GOVERNING REGULATIONS

It is mutually agreed:

A. This Agreement is to be construed under Federal Law.

B. This Agreement and operations hereunder shall be subject to the provisions of all applicable NASA regulations now in effect or hereafter promulgated.

C. This Agreement is not subject to Federal Acquisitions Regulations.

D. The Service Contract Act of 1965 applies to this Agreement. The Vendor is responsible for complying with Department of Labor minimum wage and fringe benefits laws and understanding what rates and benefits apply under this Agreement.

E. In connection with the performance of work under this Agreement, the Vendor agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, age, sexual orientation, disability, national origin, or any other characteristic protected under Federal Law. The Vendor agrees to maintain a work environment that is free of all forms of sexual harassment, and free from reprisal or retaliation for engaging in protected Equal Employment Opportunity (EEO) activity.

7.4 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR NASA

EXCHANGE CONTRACTORS

(a) Definition. As used in this clause- United States or its outlying areas means-

(1) The fifty States;

(2) The District of Columbia;

(3) The Commonwealth of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Vendor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Vendor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

ARTICLE 8

8.1 MODIFICATION OF AGREEMENT

This agreement may not be modified orally and any modification shall be accomplished by a written instrument executed by the Parties.

8.2 SIGNATORY AUTHORITY

The signatories to this Agreement covenant and warrant that they have authority to execute this Agreement. By signing below, the undersigned agrees to the above terms and conditions.

FOR EXCHANGE COUNCIL:

Lori A. Manthey Date Exchange Operations Manager

FOR VENDOR:

(PRINTED NAME) Date

(TITLE)

(NAME OF COMPANY)

APPROVED:

Laurence A. Sivic Date NASA GRC Associate Director

OFFER PREPARATION GUIDELINES

Please provide the following information when submitting your offer:

1. An annual amount you would pay the NASA GRC Exchange in consideration of having rights to the revenue generated by the vending machines at the Glenn Research Center.

Your response should include a percentage based on Gross Receipts and a quarterly minimum; Example: 15% of all products or $10,000, whichever is greater.

2. Description of the services you would provide, including:

a. Name Brands

b. Frequency of stocking

c. Selection of Food items

d. Processing requests for refunds

e. Repair and maintenance of equipment

f. Assuring freshness of items

g. Resolving complaints

3. Describe the features of the vending machines you would provide, including:

a. Average age

b. Capacity

i. Number of selections

ii. Quantity of inventory per item

c. Energy usage (watts)

d. Payment forms (coin, currency, credit card, other)

e. Use by handicapped persons (e.g. artificial limbs, sight impaired, etc.)

4. Description of any other services you would consider providing, upon approval, e.g.

pinball, coin operated pool table, etc.

5. How would you allow the NASA GRC Exchange to verify the figures in your quarterly sales report?

6. Provide a list of your four largest customers and their respective contact person(s) for reference.

Submissions may be sent via email to: Richard.W.Amiot@NASA.gov. Email submissions should be attached in .pdf format only.

All offers must be received by February 21, 2022, 4:30 p.m. local time.