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NOTICE OF OPPORTUNITY FOR FOOD SERVICE CONCESSIONAIRES AT NASA’S GEORGE C. MARSHALL

SPACE FLIGHT CENTER (MSFC), HUNTSVILLE, AL 35812

The National Aeronautics and Space Administration (NASA) Marshall Exchange – Marshall Space Flight Center (MSFC) (hereinafter “Marshall Exchange”), a non-appropriated fund, Government instrumentality, seeks to find food service concessionaires to setup, modify, provide all resources, manage, and operate within the existing cafeteria food services space at the MSFC in Huntsville, Alabama. A brief description of the two cafeteria areas follow: Main cafeteria is located in MSFC building 4203 and has a seating capacity of 282 with an approximate square footage of 8923. It has a limited amount of built-in equipment and appliances as well as serving tables etc. The smaller satellite area located in MSFC building 4708 has a seating capacity of 78 and has an approximate square footage of 2680. It has a limitedamount of built in and serving equipment. Currently, MSFC has approximately 2,500 civil service employees and approximately 5,000 contractors. Approximately 1840 employees are located in near the 4203 building area and approximately 450 are located near the 4708 building. However, the Marshall Marshall Exchange makes no guarantee as to the volume of business that the concessionaire will experience. These cafeteria services are currently being provided through our MSFC logistics support services

contractor; however, this contract will expire in 2017. MSFC has an ongoing need for these cafeteria

services. Therefore, the Marshall Marshall Exchange is seeking established fast food, fast casual, and

full service brands that may be interested in this concessionaire opportunity. The Marshall Marshall

Exchange reserves the right to select more than one, or no,food service providers. The Marshall

Marshall Exchange intends to identify concessionaires that will provide greater food services options at

this unique facility. The primary serving periods will be breakfast (~7am – 10am) and lunch (~11am –

1:30pm); however, catering special events is also an interest of the Marshall Marshall Exchange.

Generally, no food service will be required to be provided on weekends and/or on Federal Holidays,

unless specifically requested in advance by the Marshall Marshall Exchange for a special event.

Potential concessionaires shall provide food services (including utensils and related items such as plastic

and carryout items) at the two cafeterias as well as catering services (e.g., food, logistical support, linen

tablecloths, table skirts, utensils, etc.) to MSFC’s employees, contractors, and visitors. The Marshall

Marshall Exchange and the Center would provide the facilities, utilities, and some initial equipment.The

concessionaire shall provide the on-going maintenance of any provided equipment and all new

equipment shall be the complete responsibility of the concessionaire(s). The concessionaire(s) shall

ensure competent, efficient, and courteous service to all customers and provide complete and timely

responses to customer requests for food services, including catering. The concessionaires shall also

provide purchasers the ability to pay for services with a credit card and/or debit card.

A plan view and a detailed list of government furnished equipment is included in this documents . The

tables that follow provide monthly patronage information for recent years:

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Breakfast 4203 Lunch 4203

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

oct

2,915 1,364 2,655 2,674 12,201 5,236 10,626 9,989

nov

2,392 2,527 2,156 2,236 10,076 9,534 8,191 8,452

dec

2,259 2,419 2,290 2,273 7,788 7,403 8,070 7,674

jan

2,544 2,830 2,208 2,220 11,300 10,919 9,768 9,996

feb 2,659 2,736 2,096 1,769 2,435 11,027 11,418 8,879 8,086 10,782

mar 2,888 2,752 3,308 2,324 2,767 11,874 12,152 10,632 10,083 11,446

apr 3,138 3,309 3,107 2,971 2,838 12,333 13,627 10,618 11,481 10,968

may 3,112 2,943 2,915 2,305 2,687 12,445 12,689 10,764 10,003 10,781

jun 2,449 2,807 2,801 2,907 2,991 11,705 12,355 11,576 11,962 11,886

jul 2,902 3,104 2,975 2,776 2,575 11,525 12,875 12,610 11,875 10,452

aug 3,208 3,308 2,992 2,531 2,992 13,262 12,709 10,177 10,874 11,985

sep 2,568 3,062 2,784 3,325 10,836 12,225 10,490 10,789

Breakfast 4708 Lunch 4708

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

oct

2,287 840 1,608 1,384 2,668 876 1,672 1,267

nov

2,051 1,583 1,196 1,021 1,732 1,602 1,204 1,050

dec

1,455 1,339 1,105 1,065 1,332 1,243 1,206 1,016

jan

775 1,433 1,329 1,138 924 1,676 1,538 1,246

feb 1,930 1,631 1,287 948 1,212 2,286 1,667 1,456 1,186 1,196

mar 2,099 1,826 1,776 1,327 1,364 2,148 1,797 1,825 1,562 1,359

apr 2,223 2,009 1,660 1,511 1,214 2,171 1,995 1,758 1,813 1,210

may 2,180 1,967 1,747 1,279 1,298 2,220 1,904 1,678 1,356 1,145

jun 1,996 2,013 1,656 1,364 1,296 2,009 1,915 1,738 1,588 1,169

jul 2,005 1,919 1,613 1,476 1,157 2,063 1,832 1,925 1,594 1,062

aug 2,332 2,173 1,577 1,444 1,202 2,214 2,045 1,700 1,424 1,241

sep 1,974 1,980 1,567 1,468 1,983 1,905 1,603 1,445

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Potential concessionaires should consider their ability to provide diverse specialty food products

reflecting local/regional/national offerings. The offerings may vary among the facilities but shall include

a variety of entrees including, but not limited to, ethnic specialty food, gluten-free, heart-healthy

vegetables, soups, salads, breads, confections, beverages, and short orders as well as low calorie and

low fat items on the menus. It is expected that menus shall be posted in advance on the Marshall

Explorenet website, and that nutritional information shall be posted in the serving area which clearly

states that all meat, poultry, and fish/seafood is U.S. Government Choice A or better.

Potential concessionaires shall be expected to comply with all applicable Government regulations (e.g.,

preparation and implementation of a detailed food management plan, establishment of a periodic

inspection program as part of concessionaire quality assurance, disposal of used grease at designated

locations though a grease recycler, etc.) as well as Alabama Department of Public Health Regulations

and MPR 1800.3, MSFC Sanitation Program, regarding food service sanitation for all personnel

handling/serving food products. MSFC uses the current Food and Drug Administration Food Code for a

guidance document for food inspection and the Alabama Department of Public Health inspection form

to document inspection of food establishments. The food service concessionaire shall maintain a score

of ninety (90) or better on monthly food service inspections. The Government may test food items at

any time. Potential concessionaires shall also be expected to perform periodic menu item price surveys

to ensure that the price of food is comparable and competitive with other commercial establishments

on Redstone Arsenal and the local area.

Potential concessionaires shall be expected to comply with all applicable laws, regulations, and

executive orders including, but not limited to, those pertaining to wages, workers' compensation, equal

opportunity, the Service Contract Act, and Executive Order 13658, “Establishing a Minimum Wage for

Contractors,” to the extent applicable. Further, potential concessionaires shall utilize only employees,

servants, and agents who meet appropriate security requirements for access to MSFC and Redstone

Arsenal.

A draft Concessionaire Agreement is enclosed. The draft describes the responsibilities that the successful proposer will be expected to assume, including the compliance with all Municipal, State, Federal, and Military laws, rules, ordinances and regulations as required.

This Notice of Opportunity will close on January 31, 2017. Selection is expected within 30 days of that

date. In order to receive consideration, interested parties shall, by that date, submit a full proposal with

their ideas and interest in operating food services at MSFC and their capacity and capabilities to do so.

These proposals shall be submitted by mail or e-mail to Mr. Jose Matienzo at the address or e-mail

address indicated below. The Marshall Marshall Exchange will not be obligated to respond to every

expression of interest received, but those submitting should include a point of contact (with address,

telephone, and e‐mail address). The Marshall Exchange reserves the right to consider late proposals or

modifications thereof, if it is considered to be in the best interests of the Marshall Exchange to do so.

However, the Marshall Exchange is in no way obligated to consider late submissions, so proposers

should ensure that their proposals are submitted on time.

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Proposals should include – at a minimum - the following:

a) Company history and background – tell us about your firm or company information that you think would be important or relevant for this proposal.

b) Operating Plan - include such information as what services you will offer; how you will manage the operation; what methods of payment you will accept; to what extent your work is guaranteed; how problems will be handled; expected turnaround service time; and hours of operation. Describe any innovative approaches that you will use to increase foot traffic and gross sales for our food service opeation. (e.g. office catering, To-Go meals for dinner, mini-kiosks in multi-building with “Grab n Go” products, delivery service, daily/weekly/monthly specials, cross-promotions with other Marshall Exchange services etc.) Discuss off-site facilities and subcontractors (if applicable) that you will use. In addition, evidence of intent and commitment from your subcontractor(s) shall be provided.

c) Menu Options/Pricing Policy - Describe your proposed menus and the prices you will charge to customers. You will ordinarily not be permitted to increase prices during the course of the agreement beyond what you propose. Therefore, you may wish to tie your proposed prices to the Consumer Price Index or the Employment Cost Index, or in some other manner provide up front for price adjustments in subsequent years. Price increase proposal are subject to advance approval by the Marshall Exchange.

d) Past Performance Experience and Staffing:. Discuss the relevant and past performance experience of your company and highlight your professional food service management experience & training requirements of your proposed manager. Provide a minimum of three (3) named references (Name, Organization, Phone, e-mail) for your companies Past Performance. In addition, please explain your overall approach for staffing & operating the facility.

e) Compensation to the Marshall Marshall Exchange - Describe the amount you would be willing to pay in concession fees to the Marshall Marshall Exchange. Any reference to percentage of sales should be based on Gross Sales. (See Article VIII of the draft Concessionaire Agreement.)

f) Proposers should also fill out and submit the enclosed questionnaire which will be used primarily to determine whether a proposer is “responsible” Offeror .

Proposals will be evaluated on the basis of the four factors described above: (a) Operating Plan, (b)

Menu Options/Pricing Policy, (c) Past Performance Experience and Staffing and (d) Compensation to the

Marshall Exchange. The four factors are considered to be of essentially equal importance. Interested

parties may propose changes to the draft concession agreement, and those changes will be evaluated

under the factor or factors, which most nearly relate to the subject matter of the proposed change.

(Changes, which are considered to be contrary to the interests of the Marshall Exchange or the

customers, will cause a proposal to receive a less favorable evaluation. Since some proposed changes

might prove to be unacceptable to the Marshall Exchange, proposers should indicate if a proposed

change is “firm” and not subject to negotiation.)

Although the Concession agreement is not subject to all the rules and regulations that govern NASA procurements, the source selection process employed will be somewhat similar to the process for NASA procurements. After the closing date for receipt of proposals, the proposals will be screened to determine if any are clearly unacceptable. The remaining proposals will then be evaluated. Discussions with the proposers may or may not be deemed necessary before the contract is awarded. If discussions are deemed necessary, proposers will be given an opportunity to revise their proposals after the

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discussions. Once selection is made, the Marshall Exchange will negotiate any outstanding issues with the selectee before the concession agreement is signed. The Marshall Exchange reserves the right to reject all proposals.

The address of the office is: NASA Marshall Exchange - MSFC

HS01X, Building 4315

Marshall Space Flight Center, AL 35812

Interested parties may obtain more information by contacting the responsible Marshall Marshall

Exchange contact listed below. Please note that the Marshall Marshall Exchange does not intend to

provide funding for any modification or alteration of the existing food services space. Further, the

concessionaire shall be able to begin full operations no later than July 1, 2017.

Point of Contact: Mr. Jose Matienzo, Marshall Exchange Operations Manager Code HS01 MSFC, AL

35812 Phone: 256-544-1545 Email: jose.j.matienzo@nasa.gov

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These figures are for illustration purposes only and not in the same scale. Larger cafeteria building 4203

Smaller Cafeteria in building 4708

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Government Furnished Property

Condiment/Utensil Station Salvajor Disposal Hot Plate (2)

Soup/Salad Island Bar (2) Fryer (3) Popcorn Machine

Deli Station (2) Steamer Steam Table Serving Area (2)

Toast-Quik Slicer (2) Portable Storage Cabinet

Food Preparation Table (2) Mixer Condiment Station

Mixer Elect Griddle Dishwashing Machine

Food Cutter & Mixer Electric Food Prep Table

(2)

Oven, Convection (2)

Kettle, Steam Jacketed Sink (2) Fryer, Electric

Globe Slicer Univex Slicer Kettle, Steam, Tilting

Continental Freezer Reach Thru

Warmer (2)

Steamer

Warmer (3)

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QUESTIONNAIRE

The undersigned offers and agrees, if this proposal is accepted, within calendar days (60 days

unless a different period is inserted by the undersigned) after the date for receipt of quotations, to

perform the services in accordance with the proposal.

Date:

Firm or Individual’s Name:

Telephone Number:

Business Address:

Firm Owners:

Address:

Are you presently engaged in the business of providing food service?

How long have you operated above business?

What is the approximate yearly (gross dollar) volume of present business?

Have you operated as a concessionaire on a Government installation?

If yes, where?

Have you ever been debarred or suspended from contracting with the U.S. Government or any state or

local government?

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Are you a citizen of United States?

If not, have declared intentions?

Personal References

Name:

Address:

Occupation:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

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Banking or Trade References

Name:

Address:

Business or Occupation:

Name:

Address:

Business or Occupation:

Name:

Address:

Business or Occupation:

Signature:____________________________

Date:__________________

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SAMPLE CONCESSIONAIRE AGREEMENT

This Agreement is made and entered into this _______day of __________, 2017, by

______________________________, whose address is ________________________________,

hereinafter called CONCESSIONAIRE, and the NASA EXCHANGE - MSFC, located at the George C. Marshall

Space Flight Center, on behalf of the NASA EXCHANGE - MSFC, hereinafter called MARSHALL EXCHANGE.

ARTICLE I - DEFINITIONS

As used throughout this Agreement, the following terms shall have the meanings set forth below:

a) The term "NASA" means the National Aeronautics and Space Administration.

b) The term "MARSHALL EXCHANGE" means the NASA EXCHANGE, Marshall Space Flight Center, a non-appropriated fund activity operating as an instrumentality of the U.S. Government.

c) Operations Manager refers to the person designated as the Operations Manager of the NASA EXCHANGE - MSFC, by the Director, Marshall Space Flight Center.

d) The term "MSFC" means the Marshall Space Flight Center.

e) The term “Building Code” used in Exhibit B denotes building design specifications for concession trailers or for buildings.

ARTICLE II - CONCESSION

The MARSHALL EXCHANGE agrees:

a) To grant to CONCESSIONAIRE a concession to operate food service at the MSFC to be located in room(s) __________ of Building 4203 and room(s) __________, 4708.

b) To provide electrical power and potable water for equipment operation at no cost to the CONCESSIONAIRE.

c) To allow trash and garbage, except oils and grease, to be placed in a dumpster located at Buildings 4203 and 4708. Cardboard shall be segregated, flattened, and placed in the recycle dumpster. Oils and grease will be disposed of by the MSFC Environmental Engineering and Occupational Health Office.

d) To provide the CONCESSIONAIRE necessary employee badges to enter the premises at the MSFC as required for operation of the food service.

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e) To arrange for food handler physical examinations to food services workers. Examinations will be provided by the MSFC Medical Center at no cost to the CONCESSIONAIRE.

f) To arrange for food safety plan assistance and/or review by the Environmental Engineering and Occupational Health Office personnel.

g) To allow CONCESSIONAIRE to post signage/banners in a manner acceptable to the MARSHALL EXCHANGE.

h) To advertise operational hours and menus using internal communications, including direct emails from the MARSHALL EXCHANGE.

ARTICLE III - SCOPE

CONCESSIONAIRE agrees:

a) To provide food services only, as enumerated in "Exhibit A" and in accordance with food safety requirements listed in “Exhibit B”. The services to be rendered, and the quality furnished, to be of high order and as approved by the MARSHALL EXCHANGE and so maintained to the continuing reasonable satisfaction of the MARSHALL EXCHANGE.

b) To maintain business hours between the hours of: Building Times of Operation

4203 Breakfast 7 a.m. - 10 a.m. Lunch 11 a.m. - 1 p.m.

Grill 11 a.m. - 1:30 p.m.

4708 Breakfast 6:30 a.m. – 9:15 a.m.

Lunch 10:45 a.m. – 12:45 p.m.

Monday through Friday, exclusive of those federal holidays recognized by the Office of

Personnel Management. Changes to these hours must be approved by the MARSHALL

EXCHANGE Operations Manager.

c) Unless otherwise provided herein, to furnish, install, operate, maintain, retain title, at its own expense, that equipment and supplies required to furnish the services provided for herein. The CONCESSIONAIRE shall be responsible for all loss of or damage to all such equipment and supplies required. The equipment and supplies shall be of such standards of efficiency and quality as may be established and required by the MARSHALL EXCHANGE.

d) The charges for the services and articles provided for herein shall be in accordance with price schedules shown in Exhibit "A". The established prices shall not be amended without the approval of the MARSHALL EXCHANGE Operations Manager, unless Exhibit A provides

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otherwise. The CONCESSIONAIRE shall conspicuously post at the place of business a list of all prices for items sold as approved by the MARSHALL EXCHANGE.

e) To pay promptly, and according to the terms thereof, all debts incurred with the conduct of the concession.

f) At CONCESSIONAIRE's expense, to obtain all necessary notices, pay all license fees, and comply with all municipal, State and Federal laws, rules, ordinances, and regulations relating to the business carried on under this Agreement, and to collect and pay all Federal, State and local taxes applicable to the property, income, and transactions of the concession.

g) To keep the premises covered by this Agreement at all times clean, orderly, attractive and in sanitary condition to the reasonable satisfaction of the Operations Manager, MARSHALL EXCHANGE; to make no alterations to the premises without the approval of the MARSHALL EXCHANGE; and to comply with all MSFC safety, security, fire, environmental health, and OSHA regulations.

h) At the termination of this Agreement, it is the Concessionaire’s responsibility to remove all Concessionaire’s property from the premises within _____ days of termination of the Agreement. (This amount of time can be negotiated)

i) To employ only employees, servants, and agents who may meet appropriate security requirements.

j) To employ only persons who meet the health and licensing standards prescribed by law and MSFC regulations for the particular type of employment engaged upon. See Exhibit “B”.

k) CONCESSIONAIRE shall make certain that competent, qualified personnel are in charge of the food service facility at all times, and a person-in-charge (CONCESSIONAIRE or manager) is identified whose name and contact information is provided to the MARSHALL EXCHANGE prior to the start of operations.

l) Individually owned property of purchasers abandoned or mislaid on or around the premises shall be reported and turned in to the MSFC Protective Services Office.

m) Provide linen tablecloths and table skirts for customer’s use during catered and non-catered events, and shall establish and publish a rental charge for this service. All portable equipment and utensils will be furnished/offered on an “as is” basis and shall not be replaced or repaired by the Government.

n) Provide all plastic and carryout items (paper bags, paper cups, forks, spoons, knives, and containers in accordance with MWI 8540.2).

o) Provide purchasers the ability to pay for services with a credit card or debit card.

p) Comply with all public health regulations. MSFC uses the current Food and Drug Administration Food Code for a guidance document for food inspection and uses the Alabama Department of Public Health inspection form to document inspection of food establishments.

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q) Score ninety (90) or better on monthly Food Service Inspections. These inspections are performed by an Inspector other than the MARSHALL EXCHANGE.

r) Adequately meet Government regulatory requirements.

s) Post weekly Menus on Inside Marshall.

t) Provide diverse specialty food products reflecting local/regional/national offerings. The offerings may vary among the facilities e.g. (Building 4203 food court style with varying products; soup/salad bar; short order grill; main entrees) and (Building 4708 pizza & subs). Breakfast at each facility may be of any style. Offerings should include low calorie, low fat items on the menus as well as posting nutritional information in the serving area.

u) Through the CONCESSIONAIRE’s quality control system, inspect monthly, evaluate, and reflect food service performance.

v) Perform a monthly evaluation to ensure that price of food is comparable and competitive with three (3) other commercial establishments on RSA and in the Huntsville area. Make the price comparison available for the review by the Operations Manager within ten (10) business days of the selected analysis date.

w) When catering events, be responsible for moving food and associated equipment to the designated area. Through the catering services, the concessionaire shall offer Table Cloth Rental Services, for catered and non-catered events. All portable equipment and utensils will be furnished/offered on an “as is” basis and shall not be replaced or repaired by the Government.

x) Comply with all MSFC and Alabama Department of Public Health Regulations, and MPR 1800.3, MSFC Sanitation Program regarding Food Service sanitation for all personnel handling/serving food products.

y) Ensure complete, accurate, and timely status and responses to customer inquiries and requests for Food Services, including catering.

z) Display customer satisfaction survey cards in a highly visible location (cards will be picked up by Operations Manager or designated representative).

aa) Provide a detailed food services activity report monthly to the MARSHALL EXCHANGE.

bb) Prepare, implement, and maintain a detailed food management plan annually and meet the requirements of MPR 1800.3, MSFC Sanitation Program.

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ARTICLE IV - INDEMNITY

The CONCESSIONAIRE agrees to indemnify, save harmless, and defend the MARSHALL EXCHANGE and

the United States Government and their officers, agents, members and employees from and against any

and all claims, demands, actions, debts, liabilities, judgments, costs and attorney's fees arising out of,

claimed on account of, or in any manner predicated upon loss of or damage to the property of or

injuries to or death of any and all persons whatsoever, in any manner caused or contributed to by

CONCESSIONAIRE, his agents, servants, or employees, while in, upon or about the MSFC premises

wherein the concession is located, or while going to or departing from the same, and to indemnify and

save harmless the MARSHALL EXCHANGE, and the United States Government and their officers, agents,

members, and employees from and on account of damages of any kind which MARSHALL EXCHANGE

and the United States Government and their officers, agents, members, and employees may suffer as

the result of the acts of any of CONCESSIONAIRE's agents, servants, or employees.

ARTICLE V - INSURANCE

The CONCESSIONAIRE shall procure and maintain at the CONCESSIONAIRE's expense, the following

insurance, with severability of interest clause, and shall furnish the MARSHALL EXCHANGE with

certificates of insurance from the carrier evidencing such insurance to be in effect and indicating on the

certificate that in the event of modification, cancellation or nonrenewal, the MARSHALL EXCHANGE shall

be given ten (10) days prior notice:

a) Workmen's Compensation Insurance and Employer's Liability Insurance as required by the laws of the State of Alabama.

b) Premises Bodily Injury and Property Damage Liability Insurance in minimum amounts of ______________ for injury to or death of any one person; ______________ for each accident or occurrence for bodily injury; and ______________ for each accident or occurrence for property damage. (These values can be negotiated but should be in amounts consistent with standard insurance limits).

ARTICLE VI - CONDUCT OF CONCESSIONAIRE

CONCESSIONAIRE shall not:

a) Represent itself or permit itself to be represented as an agent of the United States, the National Aeronautics and Space Administration, or the MARSHALL EXCHANGE, in any manner whatsoever.

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b) Permit the use by others of the premises made available to it or assign to another the conduct of his or her business without first obtaining written consent of the MARSHALL EXCHANGE. No assignment or transfer, no matter how accomplished, shall be effective nor shall any assignee or transferee acquire any rights to or under this Agreement unless prior consent to any such assignment or transfer is obtained, which consent shall be evidenced only by a written instrument executed by the parties hereto and with the same formalities as are required for the execution of this Agreement.

c) Discriminate against any person because of race, religion, color, sex, age, sexual orientation, or national origin.

ARTICLE VII – FEES

It is mutually agreed that CONCESSIONAIRE pay the MARSHALL EXCHANGE a concessionaire fee of

________________, to be paid monthly for the duration of this Agreement as defined in Article XI

Section 1, beginning _________, 2017. Any modification to this Agreement that results from

negotiation of the concessionaire fee shall be accomplished in writing and with the same formalities as

are required for the execution of this Agreement. This sum shall be paid not later than the twentieth

day of the succeeding month. Checks shall be made payable and forwarded to the NASA EXCHANGE-

MSFC, Attn: Lisa Dennis, HS01X, Bldg. 4203, MSFC, AL 35812.

ARTICLE VIII - RECORDS

CONCESSIONAIRE shall render to MARSHALL EXCHANGE such detailed balance sheet and operating

statements as may be required at any time by MARSHALL EXCHANGE. MARSHALL EXCHANGE, or any

person designated by it, shall have the right to inspect or audit the accounts and methods of internal

control established by CONCESSIONAIRE; and to make such other and additional inspections as may be

considered necessary to insure strict compliance by CONCESSIONAIRE with all provisions of this

Agreement.

ARTICLE IX - CONCESSIONAIRE NOT AN AGENT

CONCESSIONAIRE, his servants, agents, and employees are in no sense agents of the United States, the

MARSHALL EXCHANGE, or NASA, and CONCESSIONAIRE agrees to indemnify, save harmless, and defend

the United States, the MARSHALL EXCHANGE, and NASA from and against any and all claims, demands,

actions, debts, liabilities, judgments, costs and attorney's fees arising out of, claimed on account of, or in

any manner predicated upon purported or asserted agency or employee relationship with

CONCESSIONAIRE, his agents, servants, or employees.

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ARTICLE X - CLAIMS

The United States Government will not be liable for the payment of any monetary claim established, or

judgment rendered, under this Agreement. Any such claim or judgment shall be payable solely from

non-appropriated MARSHALL EXCHANGE funds.

ARTICLE XI - TERM OF AGREEMENT

The term of this Agreement, unless sooner terminated as hereinafter provided, shall be for five (5) years

from the date of execution thereof.

a) This Agreement is automatically terminated in the event that the MARSHALL EXCHANGE is inactivated.

b) This Agreement may be immediately terminated by the MARSHALL EXCHANGE if CONCESSIONAIRE wrongfully and willfully violates the conditions of this Agreement.

c) This Agreement may be extended by the MARSHALL EXCHANGE or terminated by either party upon ______________ days’ notice, in writing, to the other party. (The number of days’ notice can be negotiated).

d) Upon termination of this Agreement, CONCESSIONAIRE will settle his account with MARSHALL EXCHANGE and promptly remove all property from the Installation not provided by the MARSHALL EXCHANGE. Removal will be at the expense of the CONCESSIONAIRE and will be accomplished within _____ days after termination of this Agreement. Upon failure to do so, the MARSHALL EXCHANGE may cause such CONCESSIONAIRE's property to be removed and stored at CONCESSIONAIRE's expense. If at termination, CONCESSIONAIRE is indebted to MARSHALL EXCHANGE, the MARSHALL EXCHANGE may take possession of such property and dispose of the same on behalf of CONCESSIONAIRE by public sale and satisfy out of the proceeds therefrom the cost of the sale and CONCESSIONAIRE's indebtedness, unless CONCESSIONAIRE has paid said debt in full within seven (7) days from notification thereof.

ARTICLE XII - CONTINUITY OF SERVICES

This Agreement may continue in force on a month by month basis, upon direction by the MARSHALL

EXCHANGE, pending the establishment of a new Agreement with this CONCESSIONAIRE or some other

CONCESSIONAIRE selected by the MARSHALL EXCHANGE.

ARTICLE XIII - OPTION TO EXTEND THE TERM OF AGREEMENT

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This Agreement is renewable, at the option of the MARSHALL EXCHANGE, by giving notice to the

CONCESSIONAIRE within the period set forth in the article of this AGREEMENT entitled "Term of

Agreement", provided, that the MARSHALL EXCHANGE shall have given preliminary notice of the

MARSHALL EXCHANGE's intention to renew at least sixty (60) days before this Agreement is to expire.

(Such a preliminary notice will not be deemed to commit the MARSHALL EXCHANGE to renewal.) If the

MARSHALL EXCHANGE exercises this option to renew, the Agreement as renewed shall be deemed to

include this option provision. However, the total duration of this Agreement, including the exercise of

any options under this clause, shall not exceed _____________ years. Renewals shall be made for

durations of ___________ year(s) each.

ARTICLE XIV – OFFICIALS NOT TO BENEFIT

No member of, or delegate to, Congress or resident commissioner shall be admitted to any share or part

of this agreement, or to any benefit that may arise therefrom; but this provision shall not be construed

to extend to this agreement, if made with a corporation for its general benefit.

ARTICLE XV - NONAPPROPRIATED FUND ACTIVITY

The MARSHALL EXCHANGE is a non-appropriated fund activity. No appropriated funds of the United

States shall become due or be paid the CONCESSIONAIRE by reason of this Agreement.

ARTICLE XVI - MODIFICATION

This Agreement may not be modified orally and any modification must be accomplished with the same

formalities as are required for the execution of this Agreement.

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ARTICLE XVII - RESPONSIBLE OFFICIAL

Day to day administration and technical direction of this Agreement will be the responsibility of the

Operations Manager, MARSHALL EXCHANGE. This responsibility may be delegated to one individual

appointed by the Operations Manager, in writing, with notice given the CONCESSIONAIRE.

In witness whereof, the parties hereunto and to a duplicate hereof, set their hands and seals this

______ day of _________, 2017.

ATTEST:

For MARSHALL EXCHANGE:

Bill Mayo Manager __________ ________________________

Printed Full Name Title Signed

For CONCESSIONAIRE:

____________________________ Owner_____________ ______________________

Printed Full Name Title Signed

Concurrence: ________________________________________

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Kris White, Marshall Exchange Legal Advisor

APPROVED:

____________________________________________________

Jose’ Matienzo

Operations Manager,

NASA Exchange-MSFC

Marshall Space Flight Center

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EXHIBIT A

MARSHALL EXCHANGE and CONCESSIONAIRE agree that the quantity and price of the food services to

be supplied by CONCESSIONAIRE, under the Agreement to which this Exhibit is attached, will be as

follows:

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EXHIBIT “B”

Food Safety and Food Service Inspection Report (from AS10-OI-013)

The following annotations define expected performance criteria for each element on the “Food Service

Inspection Report”. These annotations are not intended to be comprehensive but demonstrate the

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spirit, intent and minimum acceptable criteria to avoid a deduction from the inspection. Whenever the

term “food” is used in this annotation section it means food, the act of food preparation and/or food

contact surfaces.

Management and Personnel

1 A person in charge is designated. This person is responsible for ensuring compliance with all aspects food safety management at the inspected facility. Failure to have a person in charge shall result in a deduction. Personnel that are sick or could readily contaminate food are prohibited from working with or around such items to prevent contamination. If employees that have a discharge from eye, nose, mouth or unprotected cut/open wound are observed working with food this shall result in a deduction.

2 Employees always wash hands prior to working with food and they always wear gloves/protective covering to prevent bare skin from contacting food. Any employee eating, drinking, smoking or applying cosmetics does so only in designated areas. Areas designated for these activities are away from food areas with minimal chance of contamination. Any person observed that has food contact and fails to follow this requirement shall result in a deduction.

3 A person in charge has current Serve Safe or equivalent certification. Current is defined as a certificate that has not expired, even by one day. If equivalent certification is used then the burden of proof that the training is equal to Serve Safe is on the inspected facility. Failure to adequately demonstrate current certification or equivalency shall result in deduction.

4 Hair shall be kept under a hat or in a net. Persons with long hair shall have the hair restrained in such a way that it shall not contact food and that chances of a loose hair entering food are minimized. Nails shall be clean with no fingernail polish or artificial fingernails unless wearing intact gloves in good repair. Except for a plain ring such as wedding band employees may not wear jewelry including medical information on their arms and hands. No personnel other than those employed by the food service provider are allowed to contact food. Failure of any of these portions shall result in a deduction.

Food

5 Food is checked upon receipt to ensure that it is unadulterated and in acceptable condition. Records are kept showing that food is inspected upon receipt. Food that is stored has expiration dates shown and no food is kept beyond the expiration date. Any food leftovers that are kept are tagged with the date of preparation and a discard date. The food safety plan reflects the procedures and documentation for these checks. Failure to have any of these in place shall result in a deduction.

6 Food holding temperatures are periodically monitored for both a minimum and maximum acceptable temperature. Monitoring is based on the type of holding. For bulk holding such as

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freezers daily checks of temperature are adequate. For areas where food is held for immediate distribution (e.g., grills, steam tables, etc.) checks at the beginning and middle of the shift would be appropriate. Food temperature is checked at time of food receipt and documented. For food that requires minimum heating temperatures to be safely consumed, temperature parameters shall be established and documented. Quality control procedures shall be in place to check that minimum heating temperatures are achieved and that food temperatures do not exceed maximum control limits. Any temperature checks shall be documented in a log. Logs shall indicate what parameter the temperatures reflect (e.g., Walk In Freezer 1, Steam Table 1, etc.). Procedures for each of these shall be documented in the food safety plan. Failure to check temperatures, document readings or document process in food safety plan shall result in a deduction.

7 Food being held cold for service shall have temperatures checked at the beginning and middle of shift. If the food is retained as a leftover and re-used, the temperature shall be checked prior to storing the item to ensure temperature parameters were not exceeded. Minimum temperature parameters according to FDA shall be used and temperature checks shall be documented in a log. Logs shall indicate what parameter the temperatures reflect (e.g., Walk In Freezer 1, Steam Table 1, etc.). This procedure shall be documented in the food safety plan. Failure to check temperatures or document readings shall result in a deduction.

8 Food that could contaminate other food is kept separated. As an example, areas where poultry is processed are not used for other food prep until cleaned and disinfected. Raw meat is kept separate from cooked meat. Food that is retained for re-service is not mixed with fresh product. Procedures for stating how this shall be accomplished shall be documented in food safety plan. Failure to prevent contamination and/or failure to document procedure shall result in a deduction.

9 Methods used to cool foods are such that they shall not facilitate the growth of microorganisms in the food during the cooling process. The process for cooling shall be documented in the food safety plan. Failure to develop and document a process and/or failure to follow the process shall result in a deduction.

10 Containers of food are properly labeled with contents, date of receipt, expiration date and place of origin if not in original packaging. Food safety plan shall create a schedule of maximum retain time for re-service food. Any food for re-service shall be discarded under this schedule. Additionally, food safety plan shall document this schedule as well as a procedure for food expiration date check and frequency of inspection.

11 Thermometers used shall be of the type and design not to facilitate cross contamination. Additionally, thermometers used for food temperature measurements shall be easily cleaned and sanitized. Use of NSF-certified thermometers is preferable. Thermometers shall be calibrated. There shall be a calibration procedure included in the food safety plan. The calibration procedure shall document when and how often the thermometers are calibrated, the method and instructions for thermometer calibrated, and acceptable parameters for successful calibration. Failure to use thermometers or thermometers meeting this standard results in a deduction.

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12 Methods used to thaw foods are such that they shall not facilitate the growth of microorganisms in the food during the warming process. The process for thawing shall be documented in the food safety plan. Failure to develop and document a process and/or failure to follow the process shall result in a deduction. Failure to have and follow a documented process shall result in a deduction.

13 Methods, procedures, guards are in place to prevent food contamination during storage, preparation, display, handling, etc. Food safety plan documents in detail how and when the methods/procedures/guards are to be used and verified. Failure to have and follow a documented process shall result in a deduction.

14 Equipment and utensils used for food are appropriately cleaned disinfected and stored between uses and while in use. Food safety plan documents how this shall be accomplished. Failure to have and follow a documented process shall result in a deduction.

Equipment, Utensils and Linens

15 Equipment and food contact surfaces are cleaned and sanitized. Sanitization is accomplished through the use of a sanitizing step with appropriate contact time and concentration to affect sanitation. Food safety plan documents when and how often food equipment and contact surfaces shall be cleaned and sanitized as well as a detailed method for performing the sanitation and cleaning steps. Failure to perform cleaning/sanitation and/or failure to have a documented plan/process for cleaning/sanitation, and/or failure to have a plan for machinery and equipment review shall result in a deduction.

16 Food contact surfaces are smooth and free of porosity that could trap food/food particles and serve as a contamination/incubation source. If porous surfaces such as this exist then single use surface protectors shall be used to prevent/minimize contamination. Food safety plan reflects methods used to minimize the use/purchase of inappropriate food contact surfaces as well as detailed directions of when and how to use single-use surface protectors. Failure to develop and document a process and/or use of inappropriate food contact surfaces shall result in a deduction.

17 Cooking surfaces and non-food contact surfaces are kept clean. The food safety plan documents how to clean the surfaces, when to clean the surfaces and the frequency that cleaning shall occur. Failure to clean or have a documented procedure in the food safety plan shall result in a deduction.

18 Surfaces coming in contact with food/ice are constructed such that they are easily cleaned, constructed of materials appropriate for food contact, maintained according to the sanitary standards found in the food safety plan, they are installed correctly and they are located to minimize possible contamination. Failure to use inappropriate contact surfaces for food/ice shall result in a deduction.

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19 Warewashing devices/facilities are appropriate for volume of use, are designed and constructed for their intended use, are installed and maintained according to the manufacturer or best practice standards, are located such that they shall not facilitate contamination, and they operate according to design specification. Thermometers used shall be accurate and washing/sanitizing chemicals shall be appropriately dispensed. The food safety plan shall address the use parameters for warewashing devices. The plan shall call out appropriate temperatures for water/fluids, necessary pH (if needed), methods for checking and documenting temperatures, actions to take should a parameter be out of control, methods and record keeping requirements for validating any thermometers and chemical metering devices, and general care and maintenance of warewashing device.

20 Linens and other food service textiles shall be appropriately cleaned and sanitized before re-use. Linens and textiles may only be washed and dried using machinery designed for such activities. Hand washing of textiles and linens is not permitted. The linens shall be stored in such a manner that they do not become contaminated by dirt or infectious material. During any washing cycle a sanitizing step (e.g., use of bleach, quaternary ammonium compound, etc.) shall be included. Any textiles used shall be dried in a manner to preclude introduction of dirt or etiological agent onto the textile. Hanging or air drying of textiles is not permitted. Clean textiles shall be stored away from dirty textiles and in such a manner as to prevent contamination with from animals and insects. Procedures dictating the appropriate use of laundering equipment, sanitizing steps and storage shall be comprehended in the food safety plan. Failure to follow to conform to any portion of this shall result in a deduction.

21 Wiping cloths shall be used appropriately. They shall be clean and taken from service at such time that they pose a contamination risk to food. Wiping cloths shall not be used to wipe up fluids from raw foods then to wipe off other food contact surfaces. Wiping cloths used to wipe off non-food contact surfaces may not be used to wipe food contact surfaces. The food safety plan for the facility shall specify the use, limitations and storage of wiping cloths. Failure to follow this guidance or a food safety plan lacking this section shall result in a deduction.

22 All equipment that has been appropriately cleaned and sanitized shall be stored in such a manner as to prevent contact with raw food, insects, animals or other sources of contamination. Cleaned and sanitized equipment may not be dried in such a manner that contamination can occur. The food safety program shall address how utensils shall be properly dried, stored and handled to prevent contamination.

23 Single service items may not be used more than once. Items such as, but not limited to, disposable gloves, cups, cutlery, dishes and serving pieces shall be disposed of after their intended use and may not be washed for reuse. All single service items shall be stored, packaged and dispensed in such a way as to minimize the possibility of contamination. Gloves shall be replaced if the employee leaves the food and goes to a non-food activity (e.g., goes from serving to cleaning counter table tops). The food safety plan shall have policy, procedures and direction regarding the use and limitation of single service food service items.

Water, Plumbing and Waste

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24 Only potable water meeting standards as established by the US EPA’s Safe Drinking Water Act may be used. Water for washing, sanitizing and food preparation shall come from systems that are approved for potable water by the prevailing building code authority. The water flow capacity shall be sufficient to provide adequate flow at peak demand for food preparation and warewashing and associated equipment. Failure of any element of this section shall result in a deduction.

25 Only approved sewage and grease disposal systems may be used. Failure of any of these elements shall result in a deduction.

26 Plumbing (potable, non-potable and sewer work) may only be done by trained personnel. All plumbing used in the food preparation and food service shall have appropriate back-flow and siphonage preventers and/or be in compliance with the prevailing local building code. The food safety plan shall detail the policy on only having plumbing work done by trained personnel with appropriate knowledge, skills, training and ability to perform the task. Failure to have qualified people perform plumbing service or failure to document policy in food safety plan shall result in a deduction.

27 Hand washing facilities shall be provided for employees engaged in food service work. Toilet and hand washing facilities shall be conveniently located to the food service area to facilitate proper hygiene for employees. The numbers of lavatories for use by food service employees shall, at a minimum, conform to the requirements of 29CFR1910.141. Water for hand washing shall be warm. The food safety plan for the facility shall detail requirements of when and how often hand/arm washing is required relative to hygienic practices for food service. Failure to provide adequate facilities or have a written procedure shall result in a deduction.

28 Only fixtures and plumbing that meet prevailing building codes may be used for water supply and waste disposal. All liquid wastes shall be properly disposed of in sinks or appropriate receptacles. Sinks for food preparation shall be separate from sinks used for janitorial purposes. The food safety plan shall indicate that sinks may not be dual purpose for food service and janitorial and that employees shall use the appropriate sink for the appropriate activity. Failure to have approved fixtures or not addressing the issue in the food safety plan shall result in a deduction.

29 All hand washing facilities shall have soap and devices to dry hands (towels or blowers). If cloth towels are used for hand drying they shall be changed regularly and removal and cleaning shall be addressed in the food safety plan. Signs shall be present in the hand washing facilities indicating employees shall wash hands before returning to work with food. Signs shall also state that sink is restricted from food prep activities.

30 Not applicable.

31 Refuse, recyclables, and returnable dunnage shall be stored in approved locations to prevent attraction of vermin to food. The food safety plan shall address what areas are approved for refuse/ recyclable/dunnage storage and the methods used to indicate approved areas. Receptacles for refuse shall have closing/latching lids and lids shall be in place when not in use.

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Refuse/recyclables/dunnage shall be disposed of/collected by appropriate service provider such as, but not limited to, a municipal waste disposal service or equivalent. Failure to segregate refuse/recyclables/dunnage, failure to provide appropriate receptacles, or failure to provide information in written food safety plan shall result in a deduction.

Physical Facilities

32 Contamination of food from poorly/inadequately cleaned food service equipment shall be prevented. Food service equipment shall be cleaned/disinfected as appropriate. For each piece of food service equipment, a cleaning/disinfecting procedure and schedule shall be developed and maintained in the food safety plan. A log documenting cleaning of food service equipment shall also be kept. Failure to have adequately cleaned/disinfected machines and/or failure to document appropriate procedures/schedules in the food safety plan shall result in a deduction.

33 Vermin of all sorts shall be prevented from entering/contaminating the food and food prep/service areas. No visible or detectable evidence of vermin is allowed and no animals of any kind are permitted in the food or food service/prep areas. The food safety plan shall document inspection procedures and frequencies to check for vermin infestation and shall also document the policy prohibiting animals in the food and food service/prep areas. Evidence of vermin and/or the lack of appropriate documentation/procedures in the food safety plan shall result in a deduction.

34 Only approved food service compatible pest control methods may be used. Failure to provide approved food service compatible pest control methods, if needed, shall result in a deduction.

35 The food service facility shall be clean of litter, garbage and any harborage for vermin. Routine inspections shall be performed to ensure that all attractants and habitats for vermin are expediently removed. The inspection procedure, frequency of inspection and a log of inspections shall be documented in the food safety plan. Failure to maintain the facility appropriately and/or failure to include appropriate elements in the food safety plan shall result in a deduction.

36 All floors, walls, ceiling and attached equipment shall be cleaned with outer openings to food service/prep areas and food consuming areas shall be protected. Surfaces shall be maintained to prevent scraping, flaking or other deterioration that could result in foreign substances coming in contact with food. Cleaning shall be done on a regular basis and any cleaning shall be done in such a manner that dust is not generated. The food safety plan shall address the inspection methods, frequency of inspections used, and how to initiate follow-up corrective actions to ensure facility is in appropriate repair and that openings to food service/prep areas are guarded. The food safety plan shall also address frequency of cleaning and how methods used shall minimize dust generation. Failure to use a facility in appropriate repair and/or failure to document required information in the food safety plan shall result in a deduction.

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37 Lighting shall be adequate for the tasks performed. Lighting for the food service and preparation areas shall be between 50 and 70 foot-candles measured 30” from the floor. Lights shall be shielded to prevent bulb breakage from entering food/food service area. All ventilation systems used for food service (e.g., grill hoods, etc.) shall be in working order. The ventilation systems shall be periodically cleaned and serviced. The food safety plan shall address the frequency of functional inspection of food service ventilation systems, the methods to accomplish the inspection and frequency of inspection. The food safety plan shall also address routine and deep cleaning methods for the ventilation systems and frequency of the types of cleanings. Failure to maintain equipment and/or provide appropriate documentation in the food safety plan shall result in a deduction.

38 Areas for employee activities such as change rooms or bunk rooms shall be separate from the food service/prep area and designated to prevent use for food storage. Failure to provide areas such as these separate from the food service/prep areas shall result in a deduction.

39 Tools and any other devices used for maintenance (e.g., mops, hammers, screw drivers, etc.) shall be stored away from food. If cleaning and maintenance tools are present, an area away from food shall be designated for their storage. Failure to properly store such items shall result in a deduction.

Poisonous and Toxic Materials

40 If medicines (e.g., Tylenol, etc.), toxic materials (e.g., cleaners, sanitizers, etc.), or poisonous

materials (e.g., rat bait, fly spray, etc.) are present in the food service establishment they shall

be properly labeled and used. Use of these materials may only occur if there is minimal chance

of introducing the material into the food. All containers shall have labels. This includes

containers into which bulk chemicals may be transferred. The labels shall, at a minimum,

contain the information specified in the OSHA standard found at 29 CFR 1910.1200(f). The

food service provider shall have as part of their food safety plan how they shall ensure

medicines and toxic and poisonous chemicals are used such that contact with food and food

service/prep areas is minimized. In lieu of containing this in the food safety plan it may be

contained in the food service providers Hazard Communication program as long as

specifications regarding storage and use to minimize food contact are comprehended. Failure

to properly store/use medicines and toxic/hazardous chemicals and/or failure to provide

written specifications shall result in a deduction.

41 Cosmetics and other personal care items shall be used and stored separately from food.

Storage shall be away from food and food service/prep areas. The food service provider shall

have as part of their food safety plan how they ensure medicines, personal care products and

toxic and poisonous chemicals are stored. If tracking powder is used to identify rodent

problems only non-toxic tracking powder may be used. The food safety plan shall include how

personal care items, medicines and toxic and poisonous chemicals are used such that contact

with food and food service/prep areas is minimized. Failure to properly store these items

and/or failure to document procedure in food safety plan shall result in a deduction.

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42: As a cornerstone to any food safety program there shall be a food safety plan. Each of the

elements in this inspection addresses aspects of the food safety plan. The elements of this

inspection attempt to identify deficiencies in this program and practices arising from it. Any

food safety program shall be current. Proof that the program is current may be made by a

written attestation at the beginning of the document stating that it has been reviewed and

reflects the most current FDA standards and plan. This attestation shall be done once per

calendar year. The food safety plan shall address the FDA’s top 5 reasons for foodborne

illnesses which are: food from unsafe sources, inadequate cooking temperatures, improper

holding temperatures, contaminated equipment and poor personal hygiene. Additionally, the

food safety plan shall identify critical control points in food safety by using the Hazard Analysis

and Critical Control Point (HACCP) methodology promulgated by the US Food and Drug

Administration. Guidance in writing a food safety plan in accordance with the FDA’s HACCP can

be found at the following web site:

http://www.fda.gov/Food/FoodSafety/RetailFoodProtection/ManagingFoodSafetyHACCPPrinci

ples/Operators/default.htm

Failure to have an up-to-date HACCP compliant food safety plan shall result in a deduction.