Loren Data Corp.

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COMMERCE BUSINESS DAILY ISSUE OF SEPTEMBER 29,1997 PSA#1940

Department of Defense, OSD/WHS, Real Estate and Facilities Directorate, Support Service Division, Procurement Branch, Room 3C345 Pentagon, Washington, DC 20301-1155

G -- PHYSICAL FITNESS MEMBERSHIP SOL MDA94698Q1239 DUE 101097 POC Alvina Frazier, Contract Specialist, 703-695-4905, Donna Truesdel, Contracting Officer, 703-695-5184 Services, Non-Personal: Facilities shall provide all services as described below. The period of performance shall be from October 01, 1997 thru September 30, 1998. The Support Services Division contracting branch shall award on a sole source basis, a purchase order to The Skyline Clubs becuase of its location. (A) Personnel working for the Office of the Secretary of Defense, Defense POW/MP Office ("DPMO") shall have full use of both Skyline facilities in Crystal City during the facilty's normal operating hours. (B) Numbered, individual picture identification cards will be distributed to 'DMPO/Skyline members' at no cost to the Government and must be presented to gain access to the facility. The Government's point of contact will verify each individual's employmet, will grant authority to use this agreement, will coordinate and control the memberships with Skyline. (C) The memberships shall belong to DPMO. Initiation fees and the DPMO portion of monthly payments, will be paid on an annual basis. DPMO employees shall enjoy the use of a membership by paying an individual co-payment directly to Skyline. Individual co-payments will generally be paid in a single, annual, up-front payment. Skyline may make exceptions to the requirement for a lump sum co-payment on a case-by-case basis. Neigher DPMO, nor any other Government entity, shall be liable to Skyline for any portion of the individual co-payment now or in the future. (D) Initially, there will be 38 active members under this agreement. As DPMO currently has 52 memberships with Skyline, no initiation fee will be associated with these memberships. Additional members may be added by order modification. If less than 38 people chose to continue membership during a given month, those memberships will be placed in an "in-active" status at no cost to the Government and payment of the individual's co-payment suspended until the membership is reactivated. Skyline will retain the balance of the monthly fee paid by the Government. Skyline will not, however, receive theindividual co-payment for memberships which have been suspended until those memberships are reactivated. (E) RESERVED -- MEMBERSHIP FEES. (F) DPMO shall have the right to transfer memberships from person to person at will, provided that the individual assuming the memberships makes the requisite co-payment. The will be NO FEE associated with such a transfer. (G) In the event that a DPMO/Skyline member transfers during the performance period, Skyline will retain the member's co-payments for the present quarter but will refund the remaining balance, for whole quarters. In others, the departing member will not receive co-payments for the quarter during which he or she departs but will be refunded his or her prepaid co-payments for the remaining whole quarters. SEE NUMBERED Note 22. (0268)

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