SPECIALTYCOFFEE.doc

MARINE CORPS COMMUNITY SERVICES

CONTRACT NUMBER

SPECIALTY COFFEE AND FOOD CONCESSION CONTRACT

1. THIS CONTRACT IS ENTERED INTO AS OF

, BY AND BETWEEN MARINE CORPS COMMUNITY SERVICES (MCCS), a nonappropriated fund instrumentality of the United States Government, located at MCAS NEW RIVER, JACKSONVILLE, NORTH CAROLINA 28540-0128, HEREINAFTER CALLED "MCCS" AND doing business as a in the state of at (insert Contractor address) HEREINAFTER CALLED THE “CONTRACTOR”.

2. ATTACHMENTS. IN ADDITION TO THE TERMS SET FORTH HEREIN, THIS CONTRACT CONSISTS OF THE FOLLOWING ATTACHMENTS, WHICH ARE ADOPTED AND INCORPORATED AS PART OF THE PARTIES AGREEMENT:

(1) ATTACHMENT "A"

GENERAL PROVISIONS

(2) ATTACHMENT "B"

CONTRACTOR’S LISTING OF EQUIPMENT SPECIFICATIONS

(3) ATTACHMENT "C" U.S. DEPARTMENT OF LABOR WAGE DETERMINATION/SERVICES CONTRACT ACT

(4) ATTACHMENT "D"

PRICE SCHEDULE

(5) ATTACHMENT "E" COMMISSION SCHEDULE

(6) ATTACHMENT “F”

PRIVACY ACT AND NOTIFICATION

(7) ENCLOSURE “1”

QUESTIONNAIRE

3. OBJECTIVE. The Contractor agrees to PROVIDE THE U.S. MARINE CORPS COMMUNITY SERVICES WITH THE OPERATION OF A SPECIALTY COFFEE AND FOOD CONCESSION. THE CONTRACTOR MAY RENOVATE THE EXISTING FACILITIES, WITH THE CONCURRENCE OF THE CONTRACTING OFFICER.

4. ITEMS AND SERVICES TO BE PERFORMED BY THE CONTRACTOR:

A. PROVIDE A SPECIALTY COFFEE AND FOOD CONCESSION AT BLDG. NRMMWR-2, AS APPROVED BY THE CONTRACTING OFFICER, ABOARD MCAS NEW RIVER, JACKSONVILLE, NORTH CAROLINA. At a minimum, this concession shall conform to the quality standards set forth herein and throughout the commercial industry. STANDARDS INCLUDE, BUT ARE NOT LIMITED TO EQUIPMENT, MENU SERVICE, TECHNIQUE AND OPERATING PROCEDURES THAT ARE ESSENTIAL TO THE SUCCESS OF THE OPERATION. Food offerings may be either National brands or the CONTRACTOR’s proprietary brands, but must be mutually agreed upon in advance and in writing, by both parties.

B. Provide, install, operate and maintain, at CONTRACTOR’s own expense, the necessary equipment, supplies, personnel and décor package for the successful operation of a SPECIALTY COFFEE AND FOOD CONCESSION. ALL EQUIPMENT PROVIDED MUST MEET THE CONTRACTOR’S CURRENT EQUIPMENT SPECIFICATIONS FOR THE CONTRACTOR’S COMMERCIALLY OPERATED ESTABLISHMENT AND BE UL APPROVED. THE INTERIOR DÉCOR OF THE FACILITY

BASIC CONTRACT

C. SHALL BE THE DÉCOR UTILIZED IN THE CONTRACTOR’S COMMERCIALLY OPERATED ESTABLISHMENT. THE CONTRACTOR SHALL BE RESPONSIBLE TO MAINTAIN THE EQUIPMENT IN GOOD WORKING ORDER. ALL REPAIRS TO THE CONTRACTOR’S EQUIPMENT SHALL BE MADE AT THE CONTRACTOR’S EXPENSE. THE CONTRACTOR shall provide a listing of equipment specifications for all equipment, furniture and fixtures required for this operation prior to the effective date of this agreement, and it will become part of this agreement as Attachment (

D. CONTRACTOR shall provide, at contractor’s own expense, minor modifications to concept adaptations when necessary. The Contracting Officer must approve all modifications and alterations including wall décor, painting and signage. the CONTRACTOR is not authorized to make any structural changes to any U.S. Government building. Modifications and alterations (excluding CONTRACTOR equipment) becomes property of the U.S. Government upon Expiration of agreement or in the event the agreement is terminated for any reason. the CONTRACTOR shall submit drawings, specifications, color sketches, or renderings with sufficient detail to permit evaluation by MCCS of the type and scope of service to be offered, and to permit evaluation of modifications and/or adaptations by the MCCS Contracting Officer and Public Works Department. the CONTRACTOR shall not act as Architect, Engineer or General Contractor for the necessary work to prepare the facility for operation.

E. Furnish exterior and interior signs, which must be approved by the Contracting Officer’s Representative (COR) before posting.

F. the CONTRACTOR WILL BE RESPONSIBLE FOR ALL MAINTENANCE ASSOCIATED WITH THE USE OF THE PREMISES, INCLUDING DINING AREA AND RESTROOMS (IF APPLICABLE), CONCESSIONAIRE-INSTALLED EQUIPMENT, FIXTURES OR MODIFICATIONS AND CONCEPT ADAPTATIONS TO THE BUILDING. THE CONTRACTOR SHALL KEEP THE PREMISES AND THE SURROUNDING AREA CLEAN AND ORDERLY AND SHALL PERFORM REGULAR HOUSEKEEPING TO THE SATISFACTION OF THE COR. ALL FACILITIES, INCLUDING EQUIPMENT AND CONTRACTOR’S PROPERTY SHALL BE SUBJECT TO INSPECTION BY THE BASE SAFETY OFFICER AND FIRE MARSHAL FOR FIRE AND SAFETY HAZARDS; AND DEPARTMENT OF NAVY PREVENTATIVE MEDICINE FOR SANITATION REQUIREMENTS. THE CONTRACTOR SHALL COMPLY WITH ALL FIRE, SAFETY AND SANITATION REGULATIONS.

G. Provide a price list and menu for approval prior to award of this AGREEMENT. The menu and price list shall be conspicuously posted at the place of business. The final approved listing will be considered part of this agreement. Under no circumstances shall the selling price of an individual item exceed the lowest price posted for the same item in a food concession in the same market area bearing the same national name. THE Menu may be modified from time to time by mutual agreement between the CONTRACTOR and the Contracting Officer.

H. OPERATE IN ACCORDANCE WITH THE CONTRACTOR’S STANDARD MENU AND OPERATING PROCEDURES AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS

SET FORTH HEREIN AND ANY ATTACHMENTS TO THIS AGREEMENT.

I. Purchase all food products and supplies from U.S. Department of Agriculture; veterinarian corps or medical department approved sources.

J. Prepare or compound ingredients and mixes, and shall produce the finished products in accordance with formulas or recipes which are customary and standard in the CONTRACTOR’s commercial activities.

K. Open the facility on days and during hours mutually agreed upon by the CONTRACTOR and the Contracting Officer. THE HOURS OF OPERATION WILL BE CONSPICOUSLY POSTED FOR THE PATRONS.

L. ESTABLISH EFFECTIVE FINANCIAL MANAGEMENT CONTROLS IN THE PERFORMANCE OF THIS AGREEMENT. MAINTAIN ACCURATE AND CURRENT BOOKS OF ACCOUNT OF ALL FINANCIAL TRANSACTIONS OF THE SPECIALTY COFFEE AND FOOD CONCESSION. RECORDS SHALL BE MADE AVAILABLE TO THE CONTRACTING OFFICER, COR, OR HIS DESIGNATED REPRESENTATIVE AND THE MCCS INTERNAL AUDITORS, UPON REQUEST.

M. Establish procedures for a complete and accurate accounting of all transactions. Each sale (cash, check or credit card) will be recorded on a cash register at time of transaction. An over ring/refund slip will be used to record necessary refunds and will be signed by the customer and CONTRACTOR. Any failure by the CONTRACTOR, its employees, or agents to record all monies received on a cash register system will be cause for immediate cancellation of this agreement and the basis for criminal action against the CONTRACTOR.

N. Issue cash register receipts for all sales, and collect and account for all monies due for services provided.

O. ALL SALES MADE BY THE CONTRACTOR SHALL BE RECORDED ON NON-RESETTABLE CASH REGISTERS PROVIDED BY THE CONTRACTOR. CASH REGISTERS USED SHALL BE OF A TYPE WHICH PROVIDE AUTOMATIC COMPUTATION OF APPLICABLE SALES TAXES AND RECORD THE AMOUNT OF THE SALE AND THE AMOUNT OF TAX AS SEPARATE SUMMARY TOTALS. DAILY CASH REGISTER READINGS MAY BE VERIFIED BY DESIGNATED MCCS PERSONNEL. ON A DAILY BASIS, THE CONTRACTOR SHALL FORWARD A COMPLETED CASH REGISTER READING REPORT, AS PRESCRIBED BY THE MCCS CONTRACTING OFFICER, TO THE AUTHORIZED ACCOUNTING DEPARTMENT. PAYMENTS TO MCCS SHALL BE BASED ON AUDITED CASH REGISTER READINGS OF SALES (NOT TO INCLUDE SALES TAXES). CASH OVERAGES AND SHORTAGES SHALL NOT BE INCLUDED IN SALES FOR THE COMPUTATION OF COMMISSION DUE.

P. THE CONTRACTOR SHALL PROVIDE ALL FORMS NECESSARY FOR RECORDING SALES AND OTHER REPORTS THAT MAY BECOME NECESSARY IN THE OPERATION OF THE CONCESSION REFERENCED HEREIN. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OR PROVISIONS APPEARING ON THE CONTRACTOR’S FORMS AND THE TERMS, CONDITIONS OR PROVISIONS OF THIS CONTRACT, THE

PROVISIONS OF THIS CONTRACT SHALL APPLY.

Q. CONTRACTOR IS AUTHORIZED TO PERMIT AUTHORIZED PATRONS TO USE NATIONAL CREDIT CARDS CUSTOMARILY RECOGNIZED IN COMMERCIAL TRADE IN THE SALE OF PRODUCTS TO THE SAME EXTENT AS IS AUTHORIZED BY THE CONTRACTOR FOR SALES THROUGH THE HOME OR PARENT BUSINESS.

R. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD.

1. The Payment Card Industry (PCI) Data Security Standard (DSS) is a common set of data security requirements designed to protect cardholder data and compliance is required of members, merchants, and service providers that store, process, or transmit cardholder data, to include all payment channels (including “brick and mortar, mail/telephone order, and e-commerce), and all “system components”. “System components” is defined as any network component, server, or application included in, or connected to, the cardholder data environment; including, but not limited to, firewalls, switches, routers, wireless access points, network appliances, and other security appliances; Web, database, authentication, Domain Name Service (DNS), mail, proxy, and Network Time Protocol (NTP); and all purchased and custom applications, including internal and external (Web) applications.

2. Accordingly, if the Contractor, any subcontractor, and/or any third party involved with this Contract have access to any payment card data at any time, the Contractor shall adhere to the then current version of the PCI DSS available at www.pcisecuritystandards.org <http://www.pcisecuritystandards.org>.

S. CONTRACTOR SHALL FURNISH TRAINED, WELL QUALIFIED SUPERVISORY AND FOOD SERVICE EMPLOYEES TO ACCOMPLISH THE REQUIRED WORK. CONTRACTOR EMPLOYEES SHALL PRESENT A NEAT, CLEAN APPEARANCE. EMPLOYEES SHOULD BE EASILY RECOGNIZABLE WHICH MAY BE ACCOMPLISHED BY EITHER WEARING ACCEPTABLE CLOTHING BEARING THE NAME OF THE COMPANY OR NAMETAGS BEARING COMPANY AND EMPLOYEE NAME. THE CONTRACTOR IS RESPONSIBLE FOR ACQUIRING THE UNIFORMS AND/OR NAME BADGES AT CONTRACTOR’S OWN EXPENSE.

T. PROVIDE ON-SITE MANAGER AND ALTERNATES WHO SHALL BE AVAILABLE DURING ALL OPERATING HOURS. THE MANAGER OR ALTERNATE SHALL BE RESPONSIBLE FOR THE OVERALL MANAGEMENT AND COORDINATION OF THIS AGREEMENT AND SHALL BE THE CENTRAL POINT OF CONTACT WITH THE MCCS THROUGHOUT THE PERFORMANCE OF THIS AGREEMENT. AT NO TIME DURING THE PERIOD OF THE AGREEMENT SHALL THE FOOD SERVICE OPERATION BE WITHOUT A RESPONSIBLE MANAGER.

U. When on the military installation, the employees of the CONTRACTOR shall at all times conduct themselves in an orderly and proper manner and shall be subject to all applicable installation laws and regulations to include drug detection procedures. The MCCS reserves the right to request that CONTRACTOR remove from the installation, employees who are identified as a potential threat to the health, safety, security, general well-being or operational mission of the installation and its population or violates federal regulations while aboard the military installation. Removal from the job site of such persons shall not relieve CONTRACTOR of the requirements to provide sufficient personnel to adequately perform the services described herein.

V. Assume full responsibility for all losses occurring within the CONTRACTOR’s facility due to theft, break-in or any other cause AND FOR LOSS, DAMAGE OR DESTRUCTION TO PROPERTY OF THE U.S. GOVERNMENT. It is the CONTRACTOR’s responsibility to obtain insurance for all property and merchandise used by the CONTRACTOR.

W. PROVIDE PROMOTIONAL MATERIAL. PROMOTIONAL MATERIAL SHALL NOT BE USED WITHOUT PRIOR APPROVAL OF THE COR. IT SHALL BE THE responsibility OF THE CONTRACTOR TO PROVIDE SUCH MATERIAL REQUIRED, AT THE EXPENSE OF THE CONTRACTOR.

X. CONTRACTOR WILL NOT, UNDER ANY CIRCUMSTANCES, RECOMMEND OR REFER ANY PATRON TO ANY INDIVIDUAL OR FIRM BY NAME OR OTHERWISE FOR THE PURCHASE OF ANY SERVICE OFFERED UNDER THIS CONTRACT. THE CONTRACTOR IS ALSO PROHIBITED FROM REFERRING CUSTOMERS TO THE CONTRACTOR'S BUSINESS LOCATED OFF BASE.

5. ITEMS AND SERVICES PROVIDED BY MCCS.

A. Grant the CONTRACTOR authorization to operate a Food & Beverage concession in a government-owned building, and provide an adequate space for the operation. The assignment of space is a revocable license and is not a tenancy. In the event the space is destroyed, either in whole or in part, so as to significantly hinder or prevent normal operations by the CONTRACTOR, by an act of God, such as, but not limited to, fire, flood, hurricane, unusually severe weather conditions, or as a result of any other unusual occurrence not caused by MCCS negligence, MCCS will not be obligated to repair or restore the premises in order to continue this agreement, nor will MCCS be responsible for loss of profits, damage to the CONTRACTOR’s property or any consequential cost incurred.

B. The MCCS will repair or replace, if necessary, the HVAC system, unless CONTRACTOR negligence or employees of CONTRACTOR caused damage.

C. Make available to the CONTRACTOR, from existing outlets and supplies, all reasonably required amounts of utilities. Each utility shall be charged to and paid for by the CONTRACTOR at ____________________prevailing rates in accordance with applicable Federal Laws and Regulations. CONTRACTOR will be responsible for all utilities including telephone SERVICE AND TRASH REMOVAL SERVICES.

6. CONTRACTING OFFICER’S REPRESENTATIVE (COR). The Contracting Officer’s Representative for this agreement is:

ROBERT ARMEL, FOOD AND HOSPITALITY DIRECTOR

910-449-5613 Under the terms of this agreement, the COR will perform the following functions:

A. Oversee daily performance.

B. Act as liaison between CONTRACTOR and Contracting Officer.

C. Handle routine complaints.

D. Perform other tasks as designated by the Contracting Officer.

The COR cannot change terms or conditions of this agreement, cannot interpret it, nor execute or agree to any contract modifications thereto. Only the Contracting Officer has authority to modify terms or conditions of this agreement.

7. contractor expenses. unless otherwise noted in this contract, the contractor is liable and responsible for all costs of transportation, travel, materials, supplies, insurance, etc., that may be necessary in the performance of this contract.

8. CONTRACTOR PERSONNEL REQUIREMENTS.

A. CONTRACTOR CERTIFIES THAT IT POSSESSES THE NECESSARY KNOWLEDGE, SKILLS, EDUCATION, EXPERIENCE, ETC., TO PERFORM THE SERVICES REQUESTED TO THE DEGREE OF PROFESSIONALISM THAT WOULD BE EXPECTED FROM AN INDIVIDUAL OR FIRM COMPENSATING THE CONTRACTOR FOR THE SAME SERVICES.

B. THE CURRENT WAGES APPLICABLE TO THE CONTRACT ARE IDENTIFIED AT ATTACHMENT “

”, WAGE DETERMINATIONS.

C. KEY PERSONNEL. INFORM POINT OF CONTACT FOR AFTER HOURS.

9. Sanitation/HEALTH Requirements A. Food Handler Physical Examination. Prior to employment and annually thereafter, CONTRACTOR personnel shall be determined to be free from communicable disease in accordance with the CURRENT Naval Manual of Preventative Medicine. Certification of food handler’s physical examination SHALL BE OBTAINED THROUGH THE PREVENTATIVE MEDICINE DEPARTMENT, NAVAL HOSPITAL, CAMP LEJEUNE, NORTH CAROLINA. EXAMINATIONS SHALL BE PROVIDED AT NO EXPENSE TO THE CONTRACTOR.

B. Food Service Sanitation Training. Prior to employment and annually thereafter, CONTRACTOR personnel shall receive training in food service sanitation in accordance with the CURRENT Naval Manual of Preventative Medicine. Training and certification SHALL be obtained through the Preventative Medicine Department, Naval Hospital, CAMP LEJEUNE, NORTH CAROLINA.

C. Sanitation Inspection. Services to be performed by THE CONTRACTOR during the CONTRACT period shall, at all times and places, be subject to inspection, by the Medical Officer or his/her designated representative to determine strict compliance with, and as set forth by, the CURRENT Naval Manual of Preventative Medicine.

D. POINT OF CONTACT. INFORMATION RELATIVE TO PHYSICAL EXAMINATIONS, SANITATION TRAINING AND SANITATION INSPECTIONS MAY BE OBTAINED FROM THE CHIEF, OCCUPATIONAL AND PREVENTIVE MEDICINE DEPARTMENT, CAMP LEJEUNE, NORTH CAROLINA. PHONE (910) 451-5707.

10. ClaimS by Patrons. The CONTRACTOR shall settle claims by patrons with the patron. If a patron is not satisfied with the product they have purchased or the service provided, the patron will be given a full refund. Claims that cannot be amicably settled between the patron and the CONTRACTOR will be referred to the COR who will investigate and settle such claims. Such settlement shall be binding upon the CONTRACTOR. If the MCCS issues a refund to a patron, the CONTRACTOR is responsible for reimbursing the MCCS. THE CONTRACTOR AGREES TO ADHERE TO MCCS POLICY OF CUSTOMER SATISFACTION GUARANTEED OR MONEY CHEERFULLY REFUNDED.

11. INSURANCE REQUIREMENTS. THE CONTRACTOR SHALL PROCURE AND MAINTAIN, DURING THE PERFORMANCE OF THIS CONTRACT, THE MINIMUM INSURANCE COVERAGE SET FORTH BELOW AND IN ATTACHMENT “A”, WITH INSURANCE COMPANIES ACCEPTABLE TO MARINE CORPS COMMUNITY SERVICES (MCCS) AND HEADQUARTERS MARINE CORPS, PERSONAL AND FAMILY READINESS DIVISION. ALL INSURANCE COVERAGE SHALL NAME THE UNITED STATES AND MCCS ACTIVITIES AS ADDITIONAL INSUREDS FOR CLAIMS, DEMANDS, SUITS, JUDGMENTS, COSTS, CHARGES AND EXPENSES. THE CONTRACTOR SHALL PROVIDE A CERTIFICATE OF INSURANCE TO THE CONTRACTING OFFICER. SUCH CERTIFICATES OF INSURANCE SHALL EVIDENCE THAT THE BELOW LISTED INSURANCE IS IN EFFECT, AND THAT NOT LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE SHALL BE PROVIDED THE CONTRACTING OFFICER IN THE EVENT OF MODIFICATION OR NON-RENEWAL OF ANY SUCH INSURANCE COVERAGE.

A. PROPERTY INSURANCE COVERAGE. THE CONTRACTOR SHALL MAINTAIN INSURANCE FOR ALL CONTRACTOR OWNED OR LEASED EQUIPMENT AND SUPPLIES USED IN THE PERFORMANCE OF THIS CONTRACT.

B. PROPERTY INSURANCE COVERAGE FOR FOOD CONCESSION OPERATIONS. (PLEASE NOTE: THIS INSURANCE PROVISION IS APPLICABLE ONLY TO REVENUE-GENERATING FOOD CONCESSION CONTRACTS (INCLUDING PPVS) THAT GENERATE OVER $100,000 ANNUALLY IN COMMISSIONS PAYABLE TO THE MCCS PER

LOCATION. THE CONTRACTOR SHALL OBTAIN AND MAINTAIN, AT THEIR EXPENSE, DURING THE TERM OF THIS CONTRACT, INSURANCE SERVICES OFFICE, INC. (ISO) SPECIAL FORM (SPECIAL CAUSES OF LOSS-COMMONLY KNOWN AS “ALL RISK”) PROPERTY INSURANCE COVERAGE IN AN AMOUNT NOT LESS THAN $100,000 FOR ALL RISKS INCLUDING AND WITHOUT LIMITATION, FIRE, FLOOD, WINDSTORM, VANDALISM, MALICIOUS MISCHIEF, AND EXTENDED COVERAGE, THAT INSURES ALL LOCATIONS, FIXTURES, AND OTHER PROPERTY LEASED, LICENSED, OCCUPIED OR OTHERWISE AUTHORIZED FOR USE BY MCCS TO THE CONTRACTOR PURSUANT TO THIS CONTRACT, FOR THE FULL REPLACEMENT VALUE THEREOF, WITHOUT DEDUCTION FOR DEPRECIATION. THE FORM OF THE POLICY SHALL NOT REQUIRE ANY CO-INSURANCE PAYMENT ON THE PART OF MCCS. THE CONTRACTOR AGREES TO WAIVE SUBROGATION AGAINST THE UNITED STATES AND THE MCCS.

C. BUSINESS INTERRUPTION INSURANCE COVERAGE FOR FOOD CONCESSION OPERATIONS. (PLEASE NOTE: THIS INSURANCE PROVISION IS APPLICABLE ONLY TO REVENUE-GENERATING FOOD CONCESSION CONTRACTS (INCLUDING PPVS) THAT GENERATE OVER $100,000 ANNUALLY IN COMMISSIONS PAYABLE TO THE MCCS PER LOCATION).

1. THE CONTRACTOR SHALL OBTAIN BUSINESS INTERRUPTION (B.I.) INSURANCE THAT PROVIDES PROTECTION FOR THE LOSS OF THEIR EARNINGS DURING THE TIME REQUIRED TO REBUILD OR REPAIR PROPERTY REGARDLESS OF OWNERSHIP AND RESUME OPERATIONS. CALCULATION OF LOST EARNINGS SHALL INCLUDE COMMISSIONS OR ROYALTIES OWED TO MCCS AS A CONTINUING EXPENSE OF THE CONTRACTOR’S OPERATIONS. THE CONTRACTOR’S COMMERCIAL B.I. INSURANCE COVERAGE SHALL COVER THE ACTUAL LOSS OF COMMISSIONS OR ROYALTIES DUE AND PAYABLE TO MCCS, AS A RESULT OF DAMAGE TO OR DESTRUCTION OF APPLICABLE CONTRACTOR OWNED AND NON-OWNED PROPERTY OR EQUIPMENT OPERATED BY THE CONTRACTOR. THE AGGREGATE POLICY LIMIT FOR SUCH B.I. COVERAGE WILL NOT BE LESS THAN $2,000,000.

2. THE MCCS CONTRACTING OFFICER AND/OR CONTRACTING OFFICER’S REPRESENTATIVE MUST BE CONTACTED IN THE EVENT OF A LOSS THAT RESULTS IN EITHER A B.I. CLAIM, OR A CLAIM PAYMENT FROM THE CONTRACTOR’S INSURANCE CARRIER, WHICH IS PAID ON BEHALF OF A CONTRACTOR PURSUANT TO THIS CONTRACT.

12. CONTRACT CHANGE-OVER. THE CONTRACTOR AGREES TO COOPERATE WITH MCCS IN MINIMIZING THE DISRUPTION OF SERVICE DURING THE CHANGEOVER OF OPERATIONS. THE CONTRACTOR, IF NOT THE SUCCESSFUL BIDDER FOR A FUTURE CONTRACT FOR THE SERVICES SPECIFIED HEREIN, AGREES TO COOPERATE WITH THE INCOMING CONTRACTOR IN MINIMIZING DISRUPTION OF SERVICE DURING THE CHANGE‑OVER OF OPERATIONS. THE TWO PARTIES INVOLVED WILL DETERMINE THE PERIOD OF TIME, IF ANY, NECESSARY FOR INSTALLATION OF EQUIPMENT. THE CHANGE‑OVER WILL BE PLANNED SO THAT THE PERIOD OF TIME DETERMINED CAN BE FAIRLY DIVIDED. IN THE EVENT THE PARTIES CANNOT AGREE, THE CONTRACTING OFFICER MAY UNILATERALLY ESTABLISH CHANGE‑OVER DATES AND PROCEDURES TO BE FOLLOWED.

13. TAXES. The CONTRACTOR assumes complete liability for all taxes applicable to its property, income, and all of its transactions arising out of or in conjunction with the performance of this agreement. The CONTRACTOR will not be reimbursed by the MCCS for any direct or indirect tax imposed on it by any reason of this agreement or otherwise. Where a state law imposes a sales tax on the sale of the service by the CONTRACTOR to the authorized customer, the sales tax shall be included in the posted sale price. However, it will be collected from the customer as a separate item.

14. PAYMENT TO MCCS. At the conclusion of each calendar month in which business is conducted, a statement of sales and a check in the amount of the agreed commission will be forwarded to: MCCS, P.O. BOX 4128, MCAS NEW RIVER, JACKSONVILLE, NC 28540-0128 ATTn: FINANCE. The statement will illustrate the amount of sales by date, total amount of sales during the calendar month, and amount of the commission due.

This statement and check are to be provided to the MCCS Accounting Office no later than the 20th calendar day of the following month in which the sales were recorded. Payments not received by the 20th calendar day of the following month will be considered past due and subject to a late payment fee of .05% daily or 18% per annum based on the previous month’s reported gross sales. If payments become more than 45 days delinquent, MCCS reserves the right to collect all receipts from the CONTRACTOR’s business on a daily basis until commission fees, utilities, interest or any funds due the MCCS are fully paid. The MCCS may charge the CONTRACTOR for a dishonored check received from the CONTRACTOR, except when the bank acknowledges the return to be the result of bank error or the return is the result of a MCCS error. The amount charged by the MCCS will not exceed the administrative amount normally charged MCCS customers for dishonored checks. The Contracting Officer may require payment to be made in cash, certified check, or cashier’s check.

15. TRANSFER, ASSIGNMENT, CHANGE IN OWNERSHIP, SUBCONTRACTING PROHIBITED. NEITHER THE CONTRACT NOR ANY INTEREST THEREIN NOR ANY CLAIM ARISING THEREUNDER, EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE CONTRACT, SHALL BE TRANSFERRED BY THE CONTRACTOR TO ANY PARTY OR PARTIES. CONTRACTOR IS PROHIBITED FOR THE DURATION OF THE CONTRACT TO EFFECT ANY LEGAL CHANGE IN FIRM NAME, FIRM OWNERSHIP, FIRM PARTNERSHIP, OR CORPORATION STATUS WITHOUT 30 DAYS PRIOR WRITTEN NOTIFICATION TO THE CONTRACTING OFFICER FOR APPROVAL OF CONTINUATION THEREUNDER AND FOR EFFECTING APPROPRIATE CHANGES TO THE CONTRACT. IT IS EXPRESSLY AGREED THAT THE CONTRACTOR SHALL NOT, FOR THE DURATION OF THE CONTRACT, SUBCONTRACT TO ANY FIRM, PARTY, OR PARTIES FOR ANY PORTION OF THE SERVICE REQUIRED TO BE PERFORMED THEREUNDER WITHOUT FIRST OBTAINING PERMISSION FROM THE CONTRACTING OFFICER TO DO SO. IN THE EVENT THE CONTRACTOR SHOULD VIOLATE ANY OF THE PROVISIONS OF THIS PARAGRAPH, MCCS RESERVES THE RIGHT TO TERMINATE THE CONTRACT IMMEDIATELY WITHOUT GIVING NOTICE TO THE CONTRACTOR. The MCCS agrees not to unreasonably withhold approval of reassignment within corporation structure.

16. COMMISSIONS. COMMISSION PAYMENTS TO MCCS WILL BE BASED ON THE PERCENTAGE DECLARED BY THE CONTRACTOR IN ATTACHMENT "E".

17. NOTICE TO CONTRACTOR OF CERTAIN DRUG DETECTION PROCEDURES

A. PURSUANT TO MARINE CORPS POLICY APPLICABLE TO BOTH GOVERNMENT AND CONTRACTOR PERSONNEL, MEASURES WILL BE TAKEN TO PREVENT THE INTRODUCTION AND UTILIZATION OF ILLEGAL DRUGS AND RELATED PARAPHERNALIA INTO GOVERNMENT WORK AREAS.

B. IN FURTHERANCE OF THE MARINE CORPS DRUG CONTROL PROGRAM, UNANNOUNCED PERIODIC INSPECTIONS OF THE FOLLOWING NATURE MAY BE CONDUCTED BY MARINE CORPS BASE PROVOST MARSHAL PERSONNEL:

1. ROUTINE INSPECTION OF CONTRACTOR OCCUPIED WORK SPACES.

2. RANDOM INSPECTIONS OF VEHICLES ON ENTRY OR EXIT, WITH DRUG DETECTION DOG TEAMS, AS AVAILABLE, TO ELIMINATE THEM AS A SAFE HAVEN FOR STORAGE OF OR TRAFFICKING IN ILLEGAL DRUGS.

3. RANDOM INSPECTIONS OF PERSONAL POSSESSIONS ON ENTRY OR EXIT FROM THE INSTALLATION.

4. WHEN THERE IS PROBABLE CAUSE TO BELIEVE THAT A CONTRACTOR EMPLOYEE ON BOARD THE BASE HAS BEEN ENGAGED IN USE, POSSESSION OR TRAFFICKING OF DRUGS, THE BASE AUTHORITIES MAY DETAIN SAID EMPLOYEE UNTIL THE EMPLOYEE CAN BE REMOVED FROM THE INSTALLATION, OR CAN BE RELEASED TO THE LOCAL AUTHORITIES HAVING JURISDICTION.

5. TRAFFICKING IN ILLEGAL DRUGS AND DRUG PARAPHERNALIA BY CONTRACTOR EMPLOYEES WHILE ON THE BASE MAY LEAD TO REFERRAL FOR PROSECUTION BY APPROPRIATE LAW ENFORCEMENT AUTHORITIES.

6. THE CONTRACTOR IS RESPONSIBLE FOR THE CONDUCT OF EMPLOYEES PERFORMING WORK UNDER THIS CONTRACT AND IS, THEREFORE, RESPONSIBLE TO ASSURE THAT EMPLOYEES ARE NOTIFIED OF THESE PROVISIONS PRIOR TO ASSIGNMENT.

7. THE REMOVAL OF CONTRACTOR PERSONNEL FROM THE BASE AS A RESULT OF DRUG OFFENSES WILL NOT BE CAUSE FOR EXCUSABLE DELAY, NOR SHALL SUCH ACTION BE DEEMED A BASIS FOR AN EQUITABLE ADJUSTMENT TO PRICE, DELIVERY, OR OTHER PROVISIONS OF THIS CONTRACT.

18. NOTICE TO CONTRACTOR OF CERTAIN ANTI-TERRORISM REQUIREMENTS.

A. Pursuant to Marine Corps policy, contractors and contractor’s employees may be subject to anti-terrorism force protection (ATFP) measures. These measures could include, but are not limited to, the following:

1. Contract employees will be issued access to the installation on an individual-by-individual basis.

2. Commercial and contract employees must possess a picture ID issued by a state or federal agency.

3. Contractor employees must provide their full name, ssn, dob and current mailing address.

a. Contractor must provide criminal records check for each employee from state or county level covering previous two (2) years. Criminal records check may be obtained from sources such as the County Clerk of Court, Defense Security Service and other approved sources which may be provided.

4. Provide proof of employee citizenship/immigration status.

5. Proof of employment (contractor must provide the names of all employed).

19. PERMITS/PASSES. THE CONTRACTOR AND ITS EMPLOYEES MUST COMPLY WITH BASE REGULATIONS, AND MUST OBTAIN PASSES AND PERMITS AS REQUIRED BY BASE REGULATIONS. THE UNITED STATES GOVERNMENT RESERVES THE RIGHT TO BAR FROM THE BASE ANY EMPLOYEE WHO VIOLATED FEDERAL REGULATIONS PERTAINING TO SECURITY, SAFETY, HEALTH, SOLICITATIONS OF FUNDS, COMMERCE OR CONDUCT.

20. EFFECTIVE DATE OF CONTRACT. CONTRACT WILL BECOME EFFECTIVE ON

, AND WILL REMAIN IN EFFECT FOR A PERIOD OF TWO YEARS UNLESS SOONER TERMINATED BY THE PARTIES HEREIN.

21. RENEWAL OPTION

A. MCCS MAY EXTEND THE TERMS OF THIS CONTRACT FOR THREE ADDITIONAL ONE YEAR PERIODS BY WRITTEN NOTICE TO THE CONTRACTOR WITHIN SEVEN DAYS OF EXPIRATION, PROVIDED THAT MCCS SHALL GIVE THE CONTRACTOR A PRELIMINARY WRITTEN NOTICE OF ITS INTENT TO EXTEND AT LEAST 60 DAYS BEFORE THE CONTRACT EXPIRES. THE PRELIMINARY NOTICE DOES NOT COMMIT MCCS TO AN EXTENSION.

B. IF MCCS EXERCISES THIS OPTION, THE EXTENDED CONTRACT SHALL BE CONSIDERED TO INCLUDE THIS OPTION PROVISION.

C. THE TOTAL DURATION OF THIS CONTRACT, INCLUDING THE EXERCISE OF ANY OPTION UNDER THIS CLAUSE, SHALL NOT EXCEED A FIVE YEAR PERFORMANCE

PERIOD.

D. ADDITIONAL LOCATIONS MAY BE ESTABLISHED AT AUTHORIZED MILITARY INSTALLATIONS, WHEN MUTUALLY AGREED UPON, IN WRITING, BY THE CONTRACTOR AND THE CONTRACTING OFFICER. SHOULD ADDITIONAL LOCATIONS BE ESTABLISHED, THE CONTRACT PERFORMANCE DATE FOR ALL SUCH LOCATIONS

SHALL BE THE SAME AS THE EXPIRATION DATE OF THIS CONTRACT.

22. MODIFICATION. THE PROVISIONS HEREIN, TOGETHER WITH THE ATTACHMENTS NOTED IN PARAGRAPH 2, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN MCCS AND THE CONTRACTOR. NO ALTERATION, MODIFICATION, WAIVER, OR DISCHARGE OF THE CONTRACT, OR ANY OF ITS TERMS, SHALL BE BINDING, UNLESS IN WRITING AND EXECUTED WITH THE SAME FORMALITIES AS ARE REQUIRED FOR THE EXECUTION OF THIS CONTRACT.

23. TERMINATION. UPON TERMINATION, THE CONTRACTOR SHALL PROMPTLY REMOVE ALL PERSONAL PROPERTY, TRADE FIXTURES AND EQUIPMENT FROM THE BASE, AT HIS OWN EXPENSE. SHOULD THE CONTRACTOR FAIL TO REMOVE ALL PERSONAL PROPERTY, TRADE FIXTURES OR EQUIPMENT FROM THE BASE WITHIN THIRTY (30) DAYS OF TERMINATION, MCCS MAY DISPOSE OF THE PROPERTY AND

THE CONTRACTOR AGREES TO PAY THE COST OF ANY SUCH DISPOSAL. IN THE

EVENT OF TERMINATION, THE CONTRACTOR SHALL BE GIVEN 30 DAYS TO CLOSE OUT ALL EXISTING ACCOUNTS AND TO SUBMIT THE REQUIRED REPORTS AND PAYMENT OF ALL SUMS DUE AND UNPAID AT THE TIME OF TERMINATION OF THIS CONTRACT.

24. GENERAL PROVISIONS. THE GENERAL PROVISIONS APPENDED HERETO AS ATTACHMENT "A" IS HEREBY INCORPORATED AS PART OF THIS CONTRACT. IN THE EVENT OF ANY CONFLICTS BETWEEN THIS BASIC CONTRACT AND THE GENERAL PROVISIONS, THE TERMS OF THIS BASIC CONTRACT SHALL PREVAIL.

FOR THE CONTRACTOR FOR MCCS

MARINE CORPS COMMUNITY SERVICES (ATTN PURCHASING/CONTRACTING)

P.O. BOX 4128, MCAS NEW RIVER

JACKSONVILLE, NC 28540-0128

BY:______________________________ BY:__________________________

DEBBIE HORN

TITLE:___________________________ TITLE: CONTRACTING OFFICER

DATE SIGNED:_____________________ DATE SIGNED:_________________

DATE EFFECTIVE:

ATTACHMENT "A"PRIVATE

GENERAL PROVISIONS

(SERVICE CONTRACT)

I‑1. DEFINITIONS I‑24. DATA TO BECOME PROPERTY

I‑2. LEGAL STATUS OF THE MCCS

I‑3. GRATUITIES AND CONTINGENT I‑25. INVOICES

FEES I‑26. PAYMENT

I‑4. OFFICIALS NOT TO BENEFIT I‑27. DISCOUNTS FOR PROMPT PAYMENT I‑5. ORAL REPRESENTATIONS I‑28. CHANGES

I‑6. MODIFICATIONS AND I‑29. DISPUTES

ADDITIONS I‑30. TERMINATION

I‑7. NONEXCLUSIVE CONTRACT I‑31. REQUESTS FOR MONETARY OR

I‑8. TAXES OTHER RELIEF

I‑9. PERMITS AND LICENSES I‑32. NOTIFICATION OF DEBARMENT

I‑10. NON‑WAIVER OF DEFAULTS OR SUSPENSION STATUS

I‑11. HOLD HARMLESS I‑33. EQUAL EMPLOYMENT OPPORTUNITY

I‑12. COMPOSITION OF CONTRACTS I‑34. CONTRACT WORK HOURS AND

I‑13. INSURANCE SAFETY STANDARDS ACT

I‑14. REPRESENTATIVES I‑35. AFFIRMATIVE ACTION FOR

I‑15. ADVERTISEMENTS DISABLED VETERANS AND

I‑16. EXAMINATION OF RECORDS VETERANS OF THE VIETNAM WAR I‑17. CONTRACTING OFFICER’S I‑36. AFFIRMATIVE ACTION FOR

DECISION HANDICAPPED WORKERS

I‑18. ASSIGNMENT I‑37. CONVICT LABOR

I‑19. SUBCONTRACTORS AND/OR I‑38. ACCIDENT PREVENTION, FIRE

OUTSIDE ASSOCIATES AND PROTECTION, AND SANITATION

CONSULTANTS I‑39. INSPECTIONS

I‑20. REPRESENTATIVES

I‑21. DISMISSALS

I‑22. COMMERCIAL WARRANTY

I‑23. RESPONSIBILITY OF THE

CONTRACTOR

I‑1. DEFINITIONS. AS USED THROUGHOUT THIS CONTRACT, THE FOLLOWING TERMS SHALL HAVE THE MEANING SET OUT BELOW:

A. "MCCSSPTACT" REFERS TO THE HEADQUARTERS MARINE CORPS, MARINE CORPS COMMUNITY SERVICES SUPPORT ACTIVITY.

B. “MCCS” REFERS TO THE MARINE CORPS BASE, CAMP LEJEUNE, MARINE CORPS COMMUNITY SERVICES.

C. “CONTRACT” IDENTIFIES THIS CONTRACT OR ANY AMENDMENT THERETO.

D. "CONTRACTING OFFICER", MEANS A PERSON AUTHORIZED IN WRITING TO EXECUTE AND ADMINISTER THE CONTRACT ON BEHALF OF MCCS OR SAID

CONTRACTING OFFICER'S SUCCESSOR OR SUCCESSORS. (NOTE: OTHER MCCS AND

GOVERNMENT OFFICIALS, WHO BY VIRTUE OR THEIR POSITIONS ARE CONCERNED WITH THE ADMINISTRATION AND OPERATION OF THIS CONTRACT, MAY TAKE

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CERTAIN ADMINISTRATIVE ACTIONS IN BEHALF OF THE CONTRACTING OFFICER.

THESE OFFICIALS MAY CONDUCT INSPECTIONS, PROCESS AND COLLECT CONTRACT PAYMENTS, MAKE ADMINISTRATIVE DECISIONS AND PERFORM OTHER DUTIES OF AN ADMINISTRATIVE NATURE. THEY MAY NOT WAIVE OR CHANGE CONTRACT TERMS; IMPOSE ADDITIONAL CONTRACT REQUIREMENTS; ISSUE CURE, SHOWING CAUSE, OR TERMINATION NOTICES; OR RENDER FINAL DECISIONS ACCORDING TO CONTRACT TERMS. (REFER ALL QUESTIONS CONCERNING THE AUTHORITY OF OTHER MCCS OR GOVERNMENT OFFICIALS TO THE CONTRACTING OFFICER.)

E. "CONTRACTOR" MEANS THE INDIVIDUAL, PARTNERSHIP, CORPORATION, OR OTHER ENTITY WHICH IS A PARTY TO THIS CONTRACT AND WHO IS RESPONSIBLE FOR ALL ACTIONS, PERFORMANCE AND WORK THEREUNDER, TO INCLUDE THAT OF ANY SUBCONTRACTOR.

I‑2. LEGAL STATUS. THE MARINE CORPS MARINE CORPS COMMUNITY SERVICES ACTIVITIES ARE AN INTEGRAL PART OF THE DEPARTMENT OF DEFENSE, AND ARE

A NON‑APPROPRIATED FUND INSTRUMENTALITY (NAFI) OF THE UNITED STATES GOVERNMENT.

I‑3. GRATUITIES AND CONTINGENT FEES. CONTRACTOR WARRANTS THAT NO PERSON OR SELLING AGENCY HAS BEEN EMPLOYED OR RETAINED TO SECURE THIS CONTRACT UPON AN AGREEMENT OR UNDERSTANDING FOR A COMMISSION, PERCENTAGE, BROKERAGE, OR CONTINGENT FEE EXCEPTING BONA FIDE EMPLOYEES OR BONA FIDE ESTABLISHED COMMERCIAL SELLING AGENCIES RETAINED BY CONTRACTOR. CONTRACTOR WARRANTS THAT NO GRATUITIES (ENTERTAINMENT, GIFTS, ETC.) WERE OR WILL BE OFFERED OR GIVEN BY THE CONTRACTOR OR ANY PERSON REPRESENTING THE CONTRACTOR TO ANY MCCS OFFICER OR EMPLOYEE OR ANY OTHER OFFICER OR EMPLOYEE OF THE U.S. GOVERNMENT OR MEMBER OF THEIR FAMILY OR HOUSEHOLD. FOR BREACH OF EITHER OF THE WARRANTIES, MCCS MAY TERMINATE THIS AND ALL OTHER MCCS CONTRACTS FOR DEFAULT AND DEDUCT FROM AMOUNTS DUE UNDER THIS OR OTHER CONTRACTS, OR BILL CONTRACTOR FOR, THE TOTAL VALUE OF ANY CONTINGENT FEE OR GRATUITY.

I‑4. OFFICIALS NOT TO BENEFIT. NO MEMBER OF OR DELEGATE TO CONGRESS, OR RESIDENT COMMISSIONER, SHALL BE ADMITTED TO ANY SHARE OR PART OF THIS CONTRACT, OR TO ANY BENEFIT THAT MAY ARISE THEREFROM; BUT THIS PROVISION SHALL NOT BE CONSTRUED TO EXTEND TO THIS CONTRACT IF MADE WITH A CORPORATION FOR ITS GENERAL BENEFIT.

I‑5. ORAL REPRESENTATIONS. THIS WRITTEN CONTRACT INCLUDES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. MCCS WILL NOT BE BOUND BY ANY ORAL OR WRITTEN REPRESENTATION NOT INCLUDED IN THE WRITTEN CONTRACT OR A

CHANGE OR AMENDMENTS THERETO. MCCS WILL NOT BE BOUND BY ANY TERMS ON CONTRACTOR FORMS OR LETTER UNLESS SUCH TERMS ARE SPECIFICALLY AGREED TO AND INCORPORATED IN THE CONTRACT AND SIGNED BY THE CONTRACTING OFFICER.

I‑6. MODIFICATIONS AND ADDITIONS. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS CONTRACT, ALL CHANGES, MODIFICATIONS, ADDITIONS OR DELETIONS TO THIS CONTRACT MUST BE PREPARED IN WRITING AS FORMAL MODIFICATIONS SIGNED BY BOTH PARTIES AND APPROVED IN ACCORDANCE WITH

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PROVISIONS OF APPLICABLE REGULATIONS.

I‑7. NONEXCLUSIVE CONTRACT. THIS CONTRACT DOES NOT ESTABLISH THE CONTRACTOR AS SOLE SUPPLIER OF GOODS OR SERVICES TO BE PROVIDED ON THIS MILITARY INSTALLATION.

I‑8. TAXES. CONTRACTOR IS RESPONSIBLE FOR DETERMINING APPLICABILITY OF AND FOR PAYMENT OF ALL FEDERAL, STATE, HOST COUNTRY, AND LOCAL TAXES APPLICABLE TO THIS CONTRACT.

I‑9. PERMITS AND LICENSES. CONTRACTOR WILL, AT HIS OWN EXPENSES, OBTAIN ALL NECESSARY PERMITS, GIVE ALL NOTICES, PAY ALL LICENSE FEES AND COMPLY WITH ALL LAWS, RULES, ORDINANCES, AND REGULATIONS RELATING TO THE PRESERVATION OF THE PUBLIC HEALTH OR APPLICABLE TO THE SERVICES OR BUSINESS CARRIED ON UNDER THIS CONTRACT. THE BURDEN OF DETERMINING APPLICABILITY OF LICENSING REQUIREMENTS, LAWS, ORDINANCES, AND REGULATIONS FOR CONTRACTOR AND HIS EMPLOYEES RESTS WITH THE CONTRACTOR.

I‑10. NON‑WAIVER OF DEFAULTS. ANY FAILURE BY MCCS 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 WAVIER THEREOF AND WILL NOT AFFECT OR IMPAIR SUCH TERMS AND CONDITIONS IN ANY WAY OR MCCS'S RIGHT AT ANY TIME TO AVAIL ITSELF OF SUCH REMEDIES AS IT MAY HAVE FOR BREACH OR BREACHES OF SUCH TERMS AND CONDITIONS.

I‑11. HOLD HARMLESS. THE CONTRACTOR AGREES TO INDEMNIFY, SAVE HARMLESS, AND DEFEND THE UNITED STATES, THE MARINE CORPS, AND MCCS FROM AND AGAINST:

(1) ALL CLAIMS, DEMANDS, ACTIONS, DEBTS, LIABILITIES, JUDGMENTS, COSTS, AND ATTORNEY FEES ARISING OUT OF, CLAIMED ON ACCOUNT OF, OR IN ANY MANNER PREDICATED UPON LOSS OF OR DAMAGE TO THE PROPERTY OF THE INJURIES TO OR DEATH OF ANY AND ALL PERSONS ARISING OUT OF THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF THE CONTRACTOR, HIS AGENTS, SERVANTS, OR EMPLOYEES WHILE IN, UPON, OR ABOUT THE MILITARY RESERVATION OR WORK SITE HEREIN INVOLVED, OR WHILE GOING TO OR DEPARTING FROM THE SAME AND;

(2) THE ALLEGED OR ESTABLISHED VIOLATION OR INFRINGEMENT OF ANY PATENT, COPYRIGHT OR TRADEMARK RIGHTS ASSERTED BY ANY THIRD PARTY WITH REGARD TO ITEMS OR SERVICES PROVIDED BY CONTRACTOR.

I‑12. COMPOSITION OF CONTRACTOR. IF THE CONTRACTOR IS COMPRISED OF MORE THAN ONE LEGAL ENTITY, SUCH ENTITY SHALL BE JOINTLY AND SEVERALLY LIABLE HEREUNDER.

I‑13. INSURANCE. THE CONTRACTOR WILL MAINTAIN DURING ANY CONTRACT PERIOD, INSURANCE COVERAGE LISTED BELOW, WITH INSURANCE COMPANY(IES) ACCEPTABLE TO MCCS. CONTRACTOR WILL FURNISH THE CONTRACTING OFFICER A CERTIFICATE OF INSURANCE, ACCORD FORM 25-S, SHOWING THE REQUIRED

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INSURANCE IS IN EFFECT. ALL LIABILITY INSURANCE CONTRACTS WILL NAME THE UNITED STATES AND MCCS AS ADDITIONAL AND SEVERAL INSURED’S FOR CLAIMS, DEMANDS, SUITS, JUDGMENTS, COSTS, CHARGES, AND EXPENSES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS, DAMAGE, OR INJURY RESULTING FROM THE NEGLIGENCE OR OTHER FAULT OF CONTRACTOR, OR CONTRACTOR'S AGENTS, REPRESENTATIVES, OR EMPLOYEES. THE CERTIFICATE OF INSURANCE WILL CARRY AN ENDORSEMENT WAIVING THE CONTRACTOR’S RIGHT TO SUBROGATE AGAINST THE UNTIED STATES AND MCCS. THE “INSURED” BLOCK OF THE CERTIFICATE OF INSURANCE MUST LIST BOTH THE CONTRACTOR’S NAME AND MCCS CONTRACT NUMBER.

A. COMMERCIAL GENERAL LIABILITY (CGL) IN THE FOLLOWING

AMOUNTS:

$2,000,000 GENERAL AGGREGATE

$2,000,000 PRODUCTS/COMPLETED OPERATIONS AGGREGATE

$1,000,000 PER OCCURRENCE

$1,000,000 PERSONAL INJURY/ADVERTISING INJURY

B. AUTOMOBILE BODILY INJURY AND PROPERTY DAMAGE LIABILITY.

BUSINESS AUTO INSURANCE COVERING ALL OWNED, NON-OWNED, AND HIRED AUTOS WITH A COMBINED SINGLE LIMIT 1,000,000.

(1) CONTACTOR EMPLOYEES WILL BE REQUIRED TO MAINTAIN AUTO LIABILITY COVERAGE IN AMOUNTS REQUIRED BY THE STATE IN WHICH MCCS ACTIVITY IS LOCATED, IF THEY OPERATE THEIR VEHICLE ON BASE.

(2) IF TRANSPORTATION OF HAZARDOUS WASTE IS INVOLVED, THE CONTRACTOR WILL CARRY A MINIMUM OF COMBINED SINGLE LIMIT OF $5,000,000 AND CARRY AN MCS-90 (MOTOR TRUCK CARGO ACT OF 1980) ENDORSEMENT.

C. EMPLOYER’S LIABILITY/WORKER’S COMPENSATION. MINIMUM

EMPLOYER’S LIABILITY WITH THE FOLLOWING LIMITS:

$1,000,000 ON EACH ACCIDENT

$1,000,000 DISEASE – POLICY LIMIT

$1,000,000 DISEASE – EACH EMPLOYEE

D. UNEMPLOYMENT AND WORKER’S COMPENSATION AS REQUIRED BY NORTH CAROLINA STATE LAW.

I‑14. REPRESENTATIVES. THE CONTRACTOR SHALL NOT REPRESENT ITSELF TO BE AN AGENT OR REPRESENTATIVE OF MCCS OR ANY OTHER AGENCY OR INSTRUMENTALITY OF THE U.S. GOVERNMENT.

I‑15. ADVERTISEMENTS. THE CONTRACTOR WILL NOT REPRESENT IN ANY MANNER, EXPRESSLY OR BY IMPLICATION, THAT ITEMS OR SERVICES PURCHASED OR SOLD UNDER THIS CONTRACT ARE APPROVED OR ENDORSED BY ANY ELEMENT OF THE U.S. GOVERNMENT. ANY ADVERTISEMENT, INCLUDING CENTS‑OFF COUPONS, BY THE CONTRACTOR WHICH REFERS TO A MILITARY RESALE ACTIVITY OR MCCS ACTIVITY WILL CONTAIN A STATEMENT THAT THE ADVERTISEMENT WAS NEITHER PAID FOR NOR SPONSORED, IN WHOLE OR IN PART, BY THE PARTICULAR

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ACTIVITY.

I‑16. EXAMINATION OF RECORDS

A. THIS CLAUSE IS APPLICABLE IF THE AMOUNT OF THIS CONTRACT EXCEEDS $10,000 AND THE CONTRACT WAS ENTERED INTO BY MEANS OF NEGOTIATION. 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 (3) YEARS AFTER FINAL PAYMENT UNDER THE CONTRACT.

B. THE CONTRACTOR AGREES TO INCLUDE CLAUSE "A" IN ALL SUBCONTRACT HEREUNDER WHICH EXCEED $10,000.

I‑17. CONTRACTING OFFICER’S DECISION. THE EXTENT AND CHARACTER OF THE WORK TO BE DONE BY THE CONTRACTOR SHALL BE SUBJECT TO THE GENERAL SUPERVISION, DIRECTION, CONTROL, AND APPROVAL OF THE CONTRACTING OFFICER OR HIS DESIGNEE.

I‑18. ASSIGNMENT. CONTRACTOR MAY NOT ASSIGN ITS RIGHTS OR DELEGATE ITS OBLIGATIONS UNDER THIS CONTRACT WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONTRACTING OFFICER.

I‑19. SUBCONTRACTING AND/OR OUTSIDE ASSOCIATES AND CONSULTANTS. ANY SUBCONTRACTORS, OUTSIDE ASSOCIATES, OR CONSULTANTS REQUIRED BY THE CONTRACTOR IN CONNECTION WITH THE SUPPLIES OR SERVICES COVERED BY THE CONTRACT SHALL BE LIMITED TO SUCH INDIVIDUALS OR FIRMS AS WERE SPECIFICALLY IDENTIFIED AND AGREED TO DURING NEGOTIATIONS. ANY SUBSTITUTION IN SUCH SUBCONTRACTORS, ASSOCIATES, OR CONSULTANTS WILL BE SUBJECT TO THE PRIOR APPROVAL OF THE CONTRACTING OFFICER OR HIS/HER DESIGNEE. ANY SUBCONTRACTOR, ASSOCIATE, OR CONSULTANT USED IN CONNECTION WITH THIS CONTRACT IS THE AGENT OF THE CONTRACTOR AND NOT THE AGENT OF MCCS.

I‑20. REPRESENTATIVES. CONTRACTOR IS FULLY RESPONSIBLE FOR THE ACTIONS OF ALL EMPLOYEES AND CONTRACTED REPRESENTATIVES. BOOKS AND RECORDS OF CONTRACTED REPRESENTATIVES ARE SUBJECT TO EXAMINATION AND AUDIT UNDER THE EXAMINATION OF RECORDS CLAUSE OF THE CONTRACT.

I‑21. DISMISSALS. SHOULD THE CONTINUED EMPLOYMENT, UNDER THIS CONTRACT, OF ANY PERSON IN THE CONTRACTOR’S ORGANIZATION BE DEEMED BY THE CONTRACTING OFFICER TO BE PREJUDICIAL TO THE INTEREST OF MCCS, THAT PERSON SHALL BE IMMEDIATELY REMOVED FROM THE WORK SITE.

I‑22. COMMERCIAL WARRANTY. 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 MCCS BY ANY OTHER CLAUSE OF THIS CONTRACT. THE

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PRINTED TERMS AND CONDITIONS OF SUCH WARRANTY SHALL BE PROVIDED TO THE MCCS WITH THE DELIVERY OF ANY SUPPLIES COVERED.

I‑23. RESPONSIBILITY OF THE CONTRACTOR

A. THE CONTRACTOR SHALL BE RESPONSIBLE FOR THE PROFESSIONAL QUALITY, TECHNICAL ACCURACY, AND THE COORDINATION WITH THE CONTRACTING OFFICER OR HIS DESIGNEE OF ALL DATA AND OTHER SERVICES FURNISHED BY THE CONTRACTOR UNDER THIS CONTRACT. THE CONTRACTOR SHALL, WITHOUT ADDITIONAL COMPENSATION, CORRECT OR REVISE ANY ERRORS OR DEFICIENCIES.

B. THE CONTRACTOR SHALL BE REQUIRED TO ASSIST MCCS IN THE DEFENSE OF ANY LITIGATION RESULTING FROM OR ARISING OUT OF THE CONTRACTOR'S COMPLETED WORK PRODUCT. INFORMATION NECESSARY IN SUPPORT OF SUCH DEFENSE INCLUDING STATEMENTS, REPORTS AND OTHER DOCUMENTS SHALL BE PROVIDED AT NO ADDITIONAL COST TO MCCS.

C. NEITHER MCCS’S REVIEW, APPROVAL OR ACCEPTANCE OF, NOR PAYMENT FOR, ANY OF THE SERVICES REQUIRED UNDER THIS CONTRACT SHALL BE CONSTRUED TO OPERATE AS A WAIVER OF ANY RIGHTS UNDER THIS CONTRACT OR

OF ANY CAUSE OF ACTION ARISING OUT OF THE PERFORMANCE OF THIS CONTRACT, AND THE CONTRACTOR SHALL BE AND REMAIN LIABLE TO MCCS ACCORDING TO APPLICABLE LAW FOR ALL DAMAGES TO MCCS CAUSED BY THE CONTRACTOR'S NEGLIGENT PERFORMANCE OF ANY OF THE SERVICES FURNISHED UNDER THIS CONTRACT.

D. THE RIGHTS AND REMEDIES OF MCCS PROVIDED FOR UNDER THIS CONTRACT ARE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED BY LAW.

I‑24. DATA TO BECOME PROPERTY OF MCCS

A. ALL ANALYSES, EVALUATIONS, RECOMMENDATIONS, NOTES AND OTHER CONTRACTOR WORK DEVELOPED IN THE PERFORMANCE OF THIS CONTRACT WILL BE AND REMAIN THE SOLE PROPERTY OF MCCS AND THE UNITED STATES AND MAY BE USED ON ANY OTHER WORK WITHOUT ADDITIONAL COST TO MCCS AND THE UNITED SATES: AND WITH RESPECT THERETO, THE CONTRACTOR AGREES NOT TO ASSERT ANY RIGHTS AND NOT TO ESTABLISH ANY CLAIM UNDER THE DESIGN PATENT OR COPYRIGHT LAWS. THE CONTRACTOR FOR A PERIOD OF 3 YEARS AFTER COMPLETION OF THE PROJECT AGREES TO FURNISH AND PROVIDE ACCESS TO THE ORIGINAL OR COPIES OF ALL SUCH MATERIALS ON THE REQUEST OF THE CONTRACTING OFFICER WITHOUT ADDITIONAL COMPENSATION TO THE CONTRACTOR.

B. THE CONTRACTOR AGREES THAT DULY AUTHORIZED REPRESENTATIVES OF MCCS SHALL HAVE ACCESS AT ALL REASONABLE TIMES TO INSPECT AND REVIEW ALL NOTES OR OTHER DATA PERTAINING TO THE WORK PERFORMED OR TO BE PERFORMED UNDER THIS CONTRACT.

I‑25. INVOICES

A. AN INVOICE IS A WRITTEN REQUEST FOR PAYMENT UNDER THE

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CONTRACT FOR SUPPLIES DELIVERED OR FOR SERVICES RENDERED. IN ORDER TO BE PROPER, AN INVOICE SHOULD INCLUDE (AND IN ORDER TO SUPPORT THE PAYMENT OF INTEREST PENALTIES, MUST INCLUDE), THE FOLLOWING:

(1) INVOICE DATE;

(2) NAME OF CONTRACTOR;

(3) CONTRACT NUMBER (INCLUDING ORDER NUMBER, IF ANY), CONTRACT LINE ITEM NUMBER, CONTRACT DESCRIPTION OF SUPPLIES OR SERVICES, QUANTITY, CONTRACT UNIT OF MEASURE AND UNIT PRICE, AND EXTENDED TOTAL;

(4) SHIPMENT NUMBER AND DATE OF SHIPMENT (BILL OF LADING NUMBER AND WEIGHT OF SHIPMENT WILL BE SHOWN FOR SHIPMENTS ON GOVERNMENT BILLS OF LADING);

(5) NAME AND ADDRESS TO WHICH PAYMENT IS TO BE SENT (WHICH MUST BE THE SAME AS THAT IN THE CONTRACT OR ON PROPER NOTICE OF ASSIGNMENT);

(6) NAME (WHERE PRACTICABLE), TITLE, PHONE NUMBER, AND MAILING ADDRESS OF PERSON TO BE NOTIFIED IN EVENT OF A DEFECTIVE INVOICE; AND

(7) ANY OTHER INFORMATION OR DOCUMENTATION REQUIRED BY OTHER PROVISIONS OF THE CONTRACT (SUCH AS EVIDENCE OF SHIPMENT.)

INVOICES SHALL BE PREPARED AND SUBMITTED IN DUPLICATE (ONE COPY SHALL BE MARKED “ORIGINAL”) UNLESS OTHERWISE SPECIFIED.

B.

FOR PURPOSES OF DETERMINING IF INTEREST BEGINS TO ACCRUE UNDER THE PROMPT PAYMENT ACT (PUBLIC LAW 97‑177).

(1) A PROPER INVOICE WILL BE DEEMED TO HAVE BEEN RECEIVED WHEN IT IS RECEIVED BY THE OFFICE DESIGNATED IN THE CONTRACT FOR RECEIPT OF INVOICES AND ACCEPTANCE OF THE SUPPLIES DELIVERED OR SERVICES RENDERED HAS OCCURRED.

(2) PAYMENT SHALL BE CONSIDERED MADE ON THE DATE ON WHICH A CHECK FOR SUCH PAYMENT IS DATED

(3) PAYMENT TERMS (E.G., “NET 20”) OFFERED BY THE CONTRACTOR WILL NOT BE DEEMED A “REQUIRED PAYMENT DATE” AND

(4) THE FOLLOWING PERIODS OF TIME WILL NOT BE INCLUDED:

(A) AFTER RECEIPT OF AN IMPROPER INVOICE AND PRIOR TO NOTICE OF ANY DEFECT OR IMPROPRIETY, BUT NOT TO EXCEED 15 DAYS (OR ANY LESSER PERIOD ESTABLISHED BY THIS CONTRACT); AND

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(B) BETWEEN THE DATE OF A NOTICE OF ANY DEFECT OR IMPROPRIETY AND THE DATE OF A PROPER INVOICE IS RECEIVED. WHEN THE NOTICE IS IN WRITING, IT SHALL BE CONSIDERED MADE ON THE DATE SHOWN ON THE NOTICE.

I‑26. PAYMENT. MCCS WILL PAY THE CONTRACTOR, UPON THE SUBMISSION OF PROPER INVOICES, THE PRICES STIPULATED IN THIS CONTRACT FOR SUPPLIES DELIVERED AND ACCEPTED OR SERVICES RENDERED AND ACCEPTED, LESS ANY DEDUCTIONS PROVIDED IN THIS CONTRACT. UNLESS OTHERWISE SPECIFIED IN THIS CONTRACT, PAYMENT SHALL BE MADE ON PARTIAL DELIVERIES ACCEPTED BY THE MCCS IF THE CONTRACTOR AND MCCS INCLUDE THE SPECIFIC TERMS OF THE PARTIAL PAYMENT IN THIS CONTRACT.

I‑27. DISCOUNTS FOR PROMPT PAYMENT

A. DISCOUNTS FOR PROMPT PAYMENT WILL NOT BE CONSIDERED IN THE EVALUATION OF OFFERS. HOWEVER, ANY OFFERED DISCOUNT WILL FORM A PART OF THE AWARD, AND WILL BE TAKEN IF PAYMENT IS MADE WITHIN THE DISCOUNT PERIOD INDICATED IN THE OFFER BY THE OFFEROR. AS AN ALTERNATIVE TO OFFERING A PROMPT PAYMENT DISCOUNT IN CONJUNCTION WITH THE OFFER, OFFERORS AWARDED CONTRACTS MAY INCLUDE PROMPT PAYMENT DISCOUNTS ON INDIVIDUAL INVOICES.

B. IN CONJUNCTION WITH ANY DISCOUNT OFFERED FOR PROMPT PAYMENT, TIME SHALL BE COMPUTED FROM:

(1) THE DATE OF COMPLETION OF PERFORMANCE OF THE SERVICES OR DELIVERY OF THE SUPPLIES TO THE CARRIER IF ACCEPTANCE IS AT POINT OF ORIGIN, OR DATE OF DELIVERY AT DESTINATION OR PORT OF EMBARKATION IF DELIVERY AND ACCEPTANCE ARE AT EITHER OF THESE POINTS, OR

(2) THE DATE A PROPER INVOICE OR VOUCHER IS RECEIVED IN THE OFFICE SPECIFIED BY MCCS, IF THE LATTER IS LATER THAN DATE OR PERFORMANCE OR DELIVERY. FOR THE PURPOSE OF COMPUTING THE DISCOUNT EARNED, PAYMENT SHALL BE CONSIDERED TO HAVE BEEN MADE ON THE DATE WHICH APPEARS ON THE PAYMENT CHECK OR THE DATE ON WHICH A WIRE TRANSFER WAS MADE.

I‑28. CHANGES

A. THE CONTRACTING OFFICER MAY, AT ANY TIME, BY WRITTEN ORDER, MAKE CHANGES WITHIN THE GENERAL SCOPE OF THE CONTRACT OR ANY DELIVERY ORDER ISSUED THEREUNDER, IN THE SERVICES TO BE PERFORMED. IF SUCH CHANGES CAUSE AN INCREASE OR DECREASE IN THE CONTRACTOR’S COST OF, OR TIME REQUIRED FOR, PERFORMANCE OF ANY SERVICES UNDER THIS CONTRACT, WHETHER OR NOT CHANGED BY ANY ORDER, AN EQUITABLE ADJUSTMENT SHALL BE MADE AND THE CONTRACT SHALL BE MODIFIED IN WRITING ACCORDINGLY. ANY CLAIM OF THE CONTRACTOR FOR ADJUSTMENT UNDER THIS CLAUSE MUST BE SUBMITTED IN WRITING TO THE CONTRACTING OFFICER WITHIN 30 DAYS FROM

THE DATE OF RECEIPT BY THE CONTRACTOR OF THE NOTIFICATION OF CHANGE

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UNLESS THE CONTRACTING OFFICER GRANTS A FURTHER PERIOD OF TIME BEFORE THE DATE OF FINAL PAYMENT UNDER THE CONTRACT.

B. NO SERVICES FOR WHICH AN ADDITIONAL COST OR FEE WILL BE CHARGED BY THE CONTRACTOR SHALL BE FURNISHED WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF THE CONTRACTING OFFICER.

I‑29. DISPUTES

a. This contract is not subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613). All disputes arising under or relating to this contract will be resolved under this clause.

b. "Claim" as used in this clause means a written demand or written assertion by one of the contracting parties seeking the payment of money in a sum certain or other relief arising under or relating to this contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause.

c. Contractor must submit any request for monetary or other relief relating to this contract in writing to the Contracting Officer. The request must specify the amount of money or the other relief requested and include all supporting data.