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NONAPPROPRIATED FUND STANDARD CLAUSES
l. DEFINITIONS
As used throughout this contract, the following terms and abbreviations have the meanings set
forth below:
a. Contract. An agreement that creates a legal obligation. The elements of a contract are a
mutual agreement; between competent parties; for a legal purpose; involving the exchange of
legal consideration; and that creates a mutuality of obligation to perform between the parties.
The term contract, as used herein, includes without limitation, formal bilateral contracts,
purchase orders, consignment sales agreements, amendments and modifications thereto, as
well as other agreements entered into by an authorized Contracting Officer acting within his
or her authority.
b. Contracting Officer. An individual delegated the authority to legally bind the NAFI by
entering into, modifying, administering, and terminating contracts.
c. Contractor. Any legal entity that is awarded a contract. The Contractor is the party
responsible for and agrees to furnish supplies and/or services at specified prices/rates and/or
to pay the NAFI mutually agreed to commissions and/or fees in conjunction with providing
services to NAFI customers under this contract. Contractor may include, but is not limited to
the following terms "vendor," "seller," "supplier," “manufacturer,” “distributor,”
“concessionaire” and/or "licensee."
d. Contracting Officer’s Representative (COR). An individual authorized in writing by a
Contracting Officer to monitor Contractor performance and/or help administer a contract, but
does not have authority to legally bind the NAFI into any contractual or legal obligations.
Definition applies to Contracting Officer’s Technical Representative (COTR) and Alternate
COR (ACOR).
e. Day. A day means, unless otherwise provided, a 24 hour period of time denoted as midnight
to midnight of a calendar day, unless the last day of a specified number of days within which
the contractor must file a claim or notice with the Contracting Officer falls on Saturday,
Sunday or a federal holiday, in which case the last day shall be the next business day denoted
as Monday through Friday.
f. Nonappropriated Fund Instrumentality (NAFI). A DoD organizational and fiscal entity
supported in whole or in part by Nonappropriated Funds. A NAFI, as an instrumentality of
the U.S. Government, enjoys the same immunities and privileges as the U.S. Government in
the absence of specific Federal statute. It is not incorporated under the law of any State, but
has the legal status of an instrumentality of the United States. References to United States,
the Government, and other related references will generally be implied to mean the NAFI
throughout this contract.
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2. LEGAL STATUS
The Nonappropriated Fund Instrumentality (NAFI), which is party to this contract, is an integral
part of the Department of Defense and is an instrumentality of the United States Government.
No appropriated funds of the United States shall become due or be paid the Contractor by
reason of this contract.
3. CLAIMS, PROTESTS & APPEALS
a. This contract is not subject to the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109), and
therefore, not subject to the jurisdiction of the Government Accountability Office (GAO).
All disputes arising under or relating to this contract shall be resolved under this clause IAW
DoDI 4105.67 and DAFMAN 64-119.
b. Protests and/or protest appeals shall be filed with the Contracting Officer that issued the
contract, or other designated authority, in strict accordance with the procedures and timelines
in DAFMAN 64-119.
c. "Claims," as used in this clause, means the inability of a Contractor and the Contracting
Officer to reach a mutual agreement related to contractual issues in controversy resulting in
the filing of a written demand or assertion seeking payment of money, adjustment or
interpretation of contract, or other relief, and issuance of a Contracting Officer’s final
decision. A voucher, invoice, or other routine request for payment that is not in dispute when
submitted is not a claim under this clause. The submission may be converted to a claim
under this clause, by complying with the submission requirements of this clause. If it is
disputed either as to liability or amount or is not acted upon in a reasonable time.
(1) A claim by the Contractor shall be made in writing and submitted to the Contracting
Officer for a written decision. A claim by the NAFI against the Contractor shall be
subject to a written decision by the Contracting Officer.
(2) For Contractor claims exceeding $100,000, the Contractor shall submit with the claim a
certification that contains the following statement: “Subject to the False Claims Act, 31
USC 3729, I certify the claim is made in good faith; that the supporting data is accurate
and complete to the best of my knowledge and belief; that the amount requested
accurately reflects the contract adjustment for which the Contractor believes the NAFI is
liable; and that I am duly authorized to certify on behalf of the Contractor.”
(3) For contract claims of less than $100,000, the Contracting Officer must, if requested in
writing by the Contractor, render a decision within 60 days of the request. For
Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days,
decide the claim or notify the Contractor of the date by which the decision will be made.
d. The Contracting Officer’s decision shall be final unless the contractor appeals as provided in
paragraph (d) of this clause.
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e. The Contracting Officer’s final decision on claims may be appealed by submitting a written
appeal to Armed Services Board of Contract Appeals with a copy to the Contracting Officer,
within 90 days of receipt of the Contracting Officer’s final decision. Decisions of the Armed
Services Board of Contract Appeals are final and are not subject to further appeal.
f. The Contractor shall proceed diligently with performance of this contract, pending final
resolution of any request for relief, claim, appeal, or action arising under the contract, and
comply with any decision of the Contracting Officer.
4. REPRESENTATIONS
a. This written contract, including identified attachments, enclosures and documents
incorporated by reference, is the entire agreement between the parties. The NAFI will not be
bound by any oral or written representation not included or incorporated in the written
contract or a written modification thereto. The NAFI will not be bound by any terms on
Contractor forms or letters unless such terms are specifically agreed to and incorporated in
the contract and signed by the Contracting Officer. Except as otherwise specifically provided
in this contract, all additions, changes or deletions to this contract must be prepared in
writing as a modification and signed either unilaterally by the Contracting Officer or
bilaterally by both parties in accordance with applicable regulations.
b. The Contractor shall not represent itself to be an agent or representative of the NAFI or any
other agency or instrumentality of the United States.
5. ADVERTISEMENTS
The Contractor shall 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, including the NAFI. All Contractor advertisements that refer to the NAFI or
a NAFI activity will contain a statement that the advertisement was neither paid for nor
sponsored, in whole or in part, by the U.S. Government or the NAFI.
6. EXAMINATION OF RECORDS
a. The Contractor agrees that the Contracting Officer or a duly authorized representative(s)
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 expiration of three (3)
years after the final payment under the contract.
b. The Contractor shall include this clause in all subcontracts.
7. HOLD AND SAVE HARMLESS
The Contractor agrees to indemnify and hold harmless the NAFI and any other agency or
instrumentality of the United States, and their officers, agents, and employees, from any loss,
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expense, damage, injury, claim, suit or judgment (including administrative actions taken against
the NAFI by other federal, state or local agencies) arising from the Contractor’s (employees,
agents or subcontractors) acts or omissions or the items/services provided pursuant to the
contract (including any patent, copyright, or trademark infringement claimed by a third party in
connection with the items/services provided by the contractor). Nothing contained herein,
however, shall relieve or be construed as relieving the NAFI or any other agency or
instrumentality of the United States from any liability resulting from its negligence.
8. INSURANCE
a. The Contractor shall, at its own expense, provide and maintain during the entire performance
period of this contract at least the insurance coverage as stated in this contract. In no event
shall the coverage be less than the minimum requirements established by applicable state and
local regulations and laws for the risk associated with the services to be provided by the
contract. The Contractor shall be fully responsible to the NAFI for errors and omissions of
its associates and subcontractors under this contract.
b. The Contractor shall furnish to the Contracting Officer a current certificate of insurance prior
to the commencement of performance under the contract. The “INSURED” block of the
Certificate of Insurance must list both the Contractor’s name (or Contractor’s d.b.a. name) /
and the contract number. The Certificates of Insurance shall evidence that all lines of
insurance coverage required by the contract are in effect, and that not less than thirty (30)
days prior written notice shall be provided to the Contracting Officer in the event of
modification, cancellation, or non-renewal of any portion of the insurance coverage(s). All
certificates of insurance must list the NAFI as the certificate holder, name the NAFI and the
United States as additional insureds, and carry an endorsement waiving the Contractor’s
rights to subrogation against the NAFI and the United States.
9. PROCUREMENT INTEGRITY
By submission of an offer or performance of this contract, the offeror or Contractor certifies
with respect to this NAFI contract action:
a. That no discussion, offer, or promise of future employment or business opportunity has nor
will be made to NAFI civilian or military personnel who personally and substantially
participated in the contract action.
(1) That no offer, promise, or gift of any gratuity, entertainment, money, or other thing of
value has nor will be made to any NAFI civilian or military personnel or any other
employee of the NAFI or member of their family or household.
(2) That no information proprietary to other offerors or other contracting information
(offeror list, prices offered, technical evaluations, rankings, etc.) is sought or obtained
until it is available to the public under NAFI procedures.
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(3) That no person or selling agency has been employed or retained to secure this contract
for a commission, percentage, brokerage, or contingent fee except bona fide employees
or bona fide established commercial selling agencies retained by the Contractor for the
purpose of securing business.
b. The Contractor certifies that no gratuities (entertainment, gifts, money, kickbacks, or other
things of value) were nor will be solicited or accepted by the Contractor or Contractor
representative, nor from any Subcontractor or Subcontractor representative, for the purpose
of obtaining or rewarding favorable treatment in connection with this contract or any
subcontract under it.
c. The Contractor will report in writing to the Contracting Officer any possible violation of this
clause when there are reasonable grounds to believe a violation may have occurred. The
Contractor will cooperate fully with any federal agency investigation of a possible violation
of this clause.
d. For breach of any of these certifications, the NAFI may terminate this contract for default,
and/or deduct from amounts due under this or other contracts, or charge the Contractor for
the total value of any contingent fee, gratuity, kickback or other loss to the NAFI arising out
of the breach.
10. ASSIGNMENT OF CLAIMS
The Contractor cannot assign any right or delegate any obligations under this contract without
the prior written permission of the Contracting Officer.
11. TERMINATION FOR CONVENIENCE
The Contracting Officer, by written notice, may terminate this contract, in whole or in part,
when it is in the best interest of the NAFI. If this contract is for supplies and is so terminated,
the Contractor shall be compensated in accordance with FAR, Sub Parts 49.1 and 49.2 in effect
on this contract's date. To the extent that this contract is for services and is so terminated, the
NAFI shall be liable only for payment in accordance with the payment clauses of this contract
for services rendered prior to the effective date of termination, providing there are no
Contractor claims covering nonrecurring costs for capital investment. If there are any such
Contractor claims, they shall be settled in accordance with FAR, Sub Parts 49.1 and 49.2.
12. CANCELLATION BY MUTUAL AGREEMENT
Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this
contract without further recourse to the other and mutual release of any further obligations.
13. TERMINATION FOR CAUSE
a. The NAFI may, subject to paragraphs c. and d. below, by written notice of cause to the
Contractor, terminate this contract in whole or in part if the Contractor fails to-
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(1) Deliver the supplies or perform the service within the time specified within this contract
or any extension;
(2) Make progress, so as to endanger performance of this contract (however, see paragraph
b. below); or
(3) Perform any of the other clauses of this contract (however see paragraph b. below).
b. The NAFI's right to terminate this contract under paragraph a.2., and a.3. above, may be
exercised if the Contractor does not cure such failure within 10 days (or more if authorized
in writing by the Contracting Officer) after receipt of notice from the Contracting Officer
specifying the failure.
c. If the NAFI terminates this contract in whole or in part, it may acquire, under the terms and
in the manner the Contracting Officer considers appropriate, supplies or services similar to
those terminated, and the Contractor will remain liable to the NAFI for any excess costs for
those supplies or services. However the Contractor must continue the work not terminated.
d. Defaults by subcontractors at any tier for any reason do not constitute causes beyond the
control and without the fault or negligence of the Contractor. The Contractor shall not be
liable for any excess costs if the failure to perform the contract arises from causes beyond
the control and without the fault or negligence of the Contractor. Examples of such causes
include:
(1) Acts of God or of the public enemy
(2) Act of the NAFI in either its sovereign or contractual capacity
(3) Fires
(4) Floods
(5) Epidemics
(6) Quarantine restrictions
(7) Strikes
(8) Freight embargoes
(9) Unusually severe weather
e. If this contract is terminated for cause, the NAFI may require the Contractor to transfer title
and deliver to the NAFI as directed by the Contracting Officer, any
(1) completed supplies, and
(2) partially completed supplies and materials, parts, tool dies, jigs, fixtures, plans,
drawings, information, and contract rights (collectively referred to as manufacturing
materials in the clause) that the Contractor has specifically produced or acquired for the
terminated portion of this contract. Upon direction of the Contracting Officer, the
Contractor shall also protect and preserve property in its possession in which the NAFI
has an interest.
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f. The NAFI shall pay the contract price for completed supplies delivered and accepted. The
Contractor and Contracting Officer shall agree on the amount of payment for manufacturing
materials delivered and accepted and for the protection and preservation of the property.
Failure to agree will be a dispute under the Claims Clause. The NAFI may withhold from
these amounts any sum the Contracting Officer determines to be necessary to protect the
NAFI against loss because of outstanding liens or claims of former lien holders.
g. If, after termination, it is determined that the cause by the Contractor was excusable, the
rights and obligations of the parties shall be the same as if the termination had been issued
for convenience of the NAFI.
h. The rights and remedies of the NAFI in this clause are in addition to any other rights and
remedies provided by law or under this contract.
i. This contract is automatically terminated for the convenience of the NAFI in the event the
NAFI is dissolved.
14. CHANGES
a. The Contracting Officer may at any time, by written order, and without notice to the
sureties, if any, make changes within the general scope of this contract in any one or more
of the following:
(1) If the requirement is for supplies and/or services: Drawings, designs, or specifications;
method of shipment or packing; description of services to be performed; time of
performance (i.e., hours of the day, days of the week, etc.); place of delivery or place of
performance of services.
(2) If the requirement is for concession services (including public private ventures):
Specifications (including drawings and designs); method or manner of performance of
work; NAFI-furnished facilities, equipment, materials, services, or site; and/or directing
acceleration in the performance of work.
(3) If the requirement is for transportation services: Specifications; work or services; place
of origin; place of delivery; tonnage to be shipped; and/or amount of NAFI-furnished
property.
b. If any such change causes an increase or decrease in the cost of, or the time required for,
performance of any part of the work under this contract, whether or not changed by the
order, the Contracting Officer will make an equitable adjustment in the contract price, the
delivery schedule, or both, and modify the contract.
c. The Contractor must assert its right to an adjustment under this clause within 30 days from
the date of receipt of the written order; however, if the Contracting Officer decides that the
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facts justify it, the Contracting Officer may receive and act upon a proposal submitted
before final payment of the contract.
d. If the Contractor’s proposal includes the cost of property made obsolete or excess by the
change, the Contracting Officer shall have the right to prescribe the manner of the
disposition of the property.
e. If the requirement is for architect-engineer or other professional services, 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.
f. If the requirement is for concession services (including public private ventures), the
Contractor shall notify the Contracting Officer in writing within seven (7) days of the
occurrence of any event that the Contractor considers a change to the contract that has not
been authorized in writing signed by the Contracting Officer. The Contractor will be
deemed to have waived any right to an adjustment if timely notice is not provided to the
Contracting Officer as required herein. For purposes of this clause, "event" shall include, but
not be limited to, an order or direction by a NAFI or other NAFI official, a contested
contract interpretation, interference with or interruption of the contract work, or any other
event that increases the cost or time to perform the contract as compared to the cost or time
that would be required if the Contractor performed the contract in accordance with its terms.
g. Failure to agree to any adjustment shall be a “claim” under the “Claims” clause of this
Contract; however, nothing in this clause shall excuse the Contractor from proceeding with
the Contract as changed.
15. SOCIAL RESPONSIBILITY AND LABOR STANDARDS NONRESALE
By performance of this contract, the Contractor and any subcontractors shall comply with the
Social Responsibility requirements addressed herein:
a. Combating Trafficking in Persons (CTIP). Applicable to all contracts, regardless of location
performed.
(1) Definitions. The meanings of the terms coercion, commercial sex act, debt bondage,
forced labor, involuntary servitude, severe forms of trafficking in persons, and sex
trafficking are as is defined in the Trafficking Victims Protection Act of 2000, Public
Law 106-386, October 28, 2000 <
http://www.state.gov/documents/organization/10492.pdf >.
(2) Policy. DoD NAFIs have adopted the U.S. Government’s zero tolerance policy
regarding trafficking in persons. During the contract period of performance, Contractor
and Contractor employees shall not: (a) Engage in severe forms of trafficking; (b)
Procure commercial sex; or (c) Use forced labor
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(3) Contractor Requirements. Contractor shall: (a) Notify its employees of: Zero tolerance
policy described in this clause; and actions that will be taken against employees for
violations of this policy. (Such actions may include, but are not limited to, removal from
the Contract, reduction in benefits, or termination of employment); and (b) Take
appropriate action against employees or subcontractors that violate policy in paragraph
a.(2) of this clause, up to and including termination.
(4) Notification. Contractor shall inform the Contracting Officer immediately of: (a) Any
information it receives from any source (including host country law enforcement)
alleging a Contractor employee, subcontractor, or subcontractor employee has engaged
in conduct that violates this policy; and (b) Any actions taken against Contractor
employees, subcontractors, or subcontractor employees pursuant to this clause.
(5) Remedies. In addition to other remedies available to the NAFI, Contractor's failure to
comply with the requirements of this clause may result in (a) Requiring the Contractor to
remove a Contractor employee or employees from performance under the contract; (b)
Requiring the Contractor to terminate a subcontract; (c) Suspension of contract or fee
payments; (d) Termination of the contract for default or cause, in accordance with the
termination clause of this contract; and/or (e) Suspension or debarment.
(6) Mitigating Factors. The Contracting Officer may consider whether Contractor had a
Trafficking in Persons awareness program at the time of any violation as a mitigating
factor when determining remedies.
(7) Additional information about Trafficking in Persons and examples of awareness
programs can be found on the U.S. Department of State, Office to Monitor and Combat
Trafficking in Persons (OMCTP) website < http://www.state.gov/j/tip/index.htm >.
b. Labor; Work Hours, Compensation and Benefits; Discipline; Freedom of Association;
Discrimination; and Workspaces. Applicable to all contracts, regardless of location performed.
Contractor Requirements:
(1) Labor. Contractor shall not employ any person under the age of 14 years, unless local
and national laws stipulates a higher age for work or mandatory schooling, in which case
the higher age will apply. Contractor shall not use force or other compulsory labor in
performance of this contract, nor require employees to lodge "deposits" or identity
papers upon commencing employment with the Contractor or subcontractor.
(2) Working Hours, Compensation and Benefits. Contractor shall comply with applicable
local and national laws on maximum daily/weekly working hours. Contractor shall
ensure that wages paid for a standard workweek are consistent with local and national
laws.
(3) Safe and Healthy Workplace. Contractors shall provide employees with a safe and
healthy workplace in compliance with all local and national laws.
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(4) Discipline. Contractor shall not engage in or support the use of corporal punishment,
mental or physical coercion, verbal abuse, or withholding passports or travel documents.
(5) Freedom of Association & Right to Collective Bargaining. Contractor shall respect the
right of all employees to form and join trade unions of their choice, consistent with
prevailing local and national laws and to bargain collectively without any activity that
impedes or suppresses freedom of association. Contractors shall ensure that
representatives of such employees are not subject to discrimination and that such
representatives have access to their members in the workplace.
(6) Discrimination. Contractors shall comply consistently with local and national laws with
regard to discrimination in hiring, compensation, access to training, promotion,
termination, or retirement based on race, caste, national origin, religion, disability,
gender, sexual orientation, maternity status, union membership, or political affiliation.
c. U.S. Labor Statutes.
(1) Applicable to all contracts, performed within the United States. Where a statute
specifies where within the U.S. it applies, the definition in the statute supersedes
definitions in this clause.
(2) Definitions
(a) “United States” in general means the 50 States, the District of Columbia, Outlying
Areas, and Outer Continental Shelf lands as defined in the Outer Continental Shelf
Lands Act (43 U.S.C. 1331, et seq.), but does not include any other place subject to
U.S. jurisdiction or any U.S. base or possession in a foreign country (29 CFR 4.112).
(b) “Outlying Areas” means: (1) Commonwealths of Puerto Rico and the Northern
Mariana Islands; (2) Territories: American Samoa, Guam, and U.S. Virgin Islands;
and (3) Minor outlying islands (Baker Island, Howland Island, Jarvis Island,
Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll and
Wake Atoll).
d. The Contractor shall:
(1) Comply with all applicable statutes to include, but not limited to the Fair Labor
standards Act (FLSA), Service Contract Labor Standards Statute and Construction Wage
Rate Requirements.
(2) Provide subcontractor names and performance addressees within 24 hours, if requested
by the Contracting Officer.
(3) Have an effective program for monitoring compliance with applicable statutes and as
applicable ensure U.S. Department of Labor (DoL) Wage and Hour Division posters in
workers’ language are posted at U.S. work sites.
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(4) Ensure compliance with all applicable hours, wages, labor relations (including collective
bargaining), workmen’s compensation, working conditions and other matters pertaining
to labor standards of the country, or political matters pertaining to labor standards of the
country, or political subdivision thereof, where contract is performed.
e. To ensure full compliance with requirements of this clause, the NAFI (or third party
designated by the NAFI) has the right to conduct announced or unannounced inspections of
any site utilized by the Contractor to perform this Contract.
f. Prohibition on Illicit Substance. The Contractor, its employee(s) or representative(s)
working under this contract agree(s) not to possess, or use any illicit substance(s) while
performing on the site(s) of this contract whether on military installation(s) or Federal
property(s). Any incompliant or finding of violation of this paragraph, render the
Contractor subject to suspension of contract payments, termination of the contract or
default, and suspension or debarment.
g. Subcontracts. Contractor shall include this clause in all subcontracts.
16. INSPECTION AND ACCEPTANCE
Inspection and acceptance will be at destination, unless otherwise provided in this contract.
Notwithstanding the requirements for any NAFI inspection and test contained in specifications
applicable to this contract, except where specialized inspections or tests are specified for
performance solely by the NAFI, the Contractor, shall perform or have performed the
inspections and tests required to substantiate that the supplies provided under the contract
conform to the drawings, specifications, and contract requirements listed herein, including if
applicable the technical requirements for the manufacturer’s part numbers specified herein.
The Contractor shall only tender for acceptance only those items that conform to the
requirements of this contract. The NAFI reserves the right to inspect or test any supplies or
services that have been tendered for acceptance. The NAFI may require repair or replacement
of nonconforming supplies or performance of nonconforming services at no increase in
contract price. Acceptance of the supplies or services or a written notice of rejections must be
accomplished on or before the first working day following delivery of the supplies or services,
unless otherwise specified in this contract.
17. COMMERICAL TERMS AND CONDITONS
a. Commercial terms and conditions are not inherently enforceable under NAF contract(s).
The Contractor shall not unilaterally obligate or bind the NAFI to pay any future services,
subscriptions, fees, penalties, interest, legal costs or require the NAFI indemnify the
Contractor or any person or entity for damages, costs, fees, or any other loss or liability.
Contractor shall not unilaterally revoke, terminate or suspend any rights granted to the
NAFI. The Contractor agrees any updates, changes or addendums to the contract shall be
bilaterally agreed upon by the Contractor and the Contracting Officer, via written
modification.
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b. The Contractor agrees 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. The rights and remedies provided herein are in addition to and do not
limit any rights afforded to the NAFI by any other clause of this contract. Contractor shall
provide printed terms and conditions of such warranty and comply with the Magnuson-
Moss Warranty Act (15 U.S. Code § 2302). Warranty shall commence upon acceptance of
the items and is in addition to other warranties of additional scope given by the Contractor.
18. TAXES
a. Except as may be otherwise provided in this contract, the contract price includes all taxes,
duties, or other public charges in effect and applicable to this contract on the contract date,
except any tax, duty or other public charge which by law, regulation or NAFI agreement is
not applicable to expenditures made by the NAFI or on its behalf, or any tax, duty, or other
public charge from which the Contractor, or any subcontractor hereunder, is exempt by law,
regulation or otherwise. If any such tax, duty, or other public charge has been included in
the contract price, through error or otherwise, the contract price shall be correspondingly
reduced.
b. If for any reason, after the contract date of execution, the Contractor or subcontractor is
relieved in whole or in part from the payment or the burden of any tax, duty or other public
charge included in the contract price, the contract price shall be correspondingly reduced; or
if the Contractor or a subcontractor is required to pay in whole or in part any tax, duty, or
other public charge which was not included in the contract price and which was not
applicable at the contract date of execution, the contract price shall be correspondingly
increased.
c. No adjustment of less than $250 shall be made in the contract price pursuant to this clause
unless otherwise waived at the unilateral discretion of the Contracting Officer.
d. NAFIs located in foreign countries will not pay foreign taxes nor collect for any foreign
country or political subdivision any tax unless the United States has consented to levy
collection by treaty, convention, or executive agreement.
19. INVOICES
a. An invoice is a written request for payment under the 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;
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(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 NAFI 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 a 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 clauses 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 required
payment dates.
(4) The following periods of time will not be included:
(a) After receipt of improper invoice and prior to notice of any defect or impropriety,
but not to exceed three days for meat and meat food products, five days for
perishable agricultural commodities, and 15 days in all other cases, and
(b) Between the date of a notice of any defect or impropriety and the date a proper
invoice is received. When the notice is in writing, it shall be considered made on
the date shown on the notice.
20. LAW GOVERNING CONTRACTS
This contract shall be construed and interpreted in accordance with the Federal laws of the
United States of America. NAF procurement is governed by Department of Defense
Instruction (DODI) 4105.67, NAF Procurement Policy and Procedure, available at
http://www.dtic.mil/whs/directives/ (or any successor website).
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21. SUSTAINABILITY
Go Green. The NAFI encourages contractors/vendors to embrace, establish and promote
environmentally sustainable “Green Initiatives.” We look to the Contractor to accomplish this
by:
a. Where possible utilize environmentally friendly products
b. Where possible promote energy-efficiency and water conservation
c. Where possible eliminate/reduce the production or generation of hazardous waste and the
need for special material processing (including special handling, storage, treatment and
disposal)
22. PROOF OF SHIPMENT
Applicable to shipments outside the United States through the Surface Deployment and
Distribution Command and Parcel Post shipments to overseas destinations.
a. Notwithstanding any clause of this contract to the contrary, payment will be made for items
not yet received, upon receipt of an invoice accompanied by an appropriate proof of
shipment. If shipment is made by insured parcel post, the Contractor must furnish a copy of
the Insured Mail Receipt issued by the US Postal Service. Otherwise, a stamped copy of a
Certificate of Mailing issued by the US Postal Service must be furnished. If shipment is
made by a common carrier (rail, air or motor freight), the Contractor must furnish a signed
copy of the shipping document on which items are receipted for by the common carrier. A
signed receipt by a NAFI representative at the delivery point, Consolidation
Containerization Point or Port of Embarkation is also acceptable evidence of proof of
shipment.
b. Forwarding a proof of shipment and an invoice for payment by the Contractor shall be
construed as a certification by the Contractor that the items shipped conform to the
specifications.
c. Notwithstanding any provisions of this clause or any payment made pursuant to the terms of
this clause prior to receipt of the items contracted for, the NAFI retains the right to inspect
upon receipt and the right to reject nonconforming items. The liability of the Contractor
with respect to items for which payments have been made will, after inspection by the NAFI
or after the expiration of a reasonable time following delivery to the NAFI within which
inspection may be made, whichever occurs first, be limited to exceptions taken at the time
of inspection, and latent defects, fraud, or such gross mistakes as amount to fraud.
23. VARIATION IN QUANTITY
No variation in quantity of any item called for by this contract will be accepted unless
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authorized by the Contracting Officer.
24. PARTIAL DELIVERIES
Partial deliveries are not permitted unless authorized by the terms of the contract or approved
by the Contracting Officer.
25. PAYMENTS
Partial payments will be made when deliveries are authorized or as approved by the
Contracting Officer. Payments and penalties for late payments are subject to the requirements
established by the Prompt Payment Act, as amended, and as implemented for NAFIs. If the
NAFI makes payment but such payment fails to include a prompt payment penalty due to the
Contractor within 10 days from when the contract payment is made, penalty amounts will not
be paid unless the Contractor makes a written request within forty days after the date of
payment.
26. 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 connection with any discount offered for prompt payment, time shall be computed from
the date of the invoice. If the Contractor has not placed a date on the invoice, the due date
shall be calculated from the date the designated billing office receives a proper invoice,
provided the agency annotates such invoice with the date of receipt at the time of receipt.
For the purpose of computing the discount earned, payment shall be considered to have been
made on the date that appears on the payment check or, for an electronic funds transfer, the
specified payment date. When the discount date falls on a Saturday, Sunday, or legal
holiday when Federal NAFI offices are closed and NAFI business is not expected to be
conducted, payment may be made on the following business day.
27. NOTIFICATION OF DEBARMENT/SUSPENSION STATUS
The Contractor shall provide immediate notice to the Contracting Officer in the event of being
suspended, debarred or declared ineligible by any other Federal Department or agency, or upon
receipt of a notice of proposed debarment from another DoD Agency, during the performance
of this contract.
28. NON WAIVER OF DEFAULTS
Any failure by the NAFI at any time to enforce or require strict performance of any terms or
conditions shall not constitute waiver thereof, and shall not affect or impair such terms or
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conditions in any way or the NAFI's right at any time to avail itself of such remedies as it may
have for any breach or breaches of such terms or conditions.
29. TRAVEL CLAUSE
Contractors and/or their duly appointed representative will make their own travel
arrangements, purchase their own tickets, and submit requests for reimbursement to the issuing
office found in Block 12 of the award. Travel costs will be paid by the contracting NAFI, up to
the maximum amount authorized in the federal travel regulations. The Contractor shall submit
original receipts of airline tickets, lodging, car rental and other expenses exceeding $75.00.
Contractor personnel must acquire airline travel by the most economical methods, to include
obtaining coach fares, buy advance purchase tickets (when possible), and plan minimal travel
time necessary to accomplish the task. The Contractor is liable for costs associated with
unused or changed airline tickets, where non-use is not caused by the NAFI. Documents are
required to support payment of travel costs. The Contracting Officer and or their duly
appointed representative will approve, in advance, any changes in the itinerary. Contractors
must obtain approval before submitting other than lowest airfare travel reimbursement requests
from the invoicing office. Local travel for which mileage is claimed; to include travel to and
from the airport when air travel is involved must be indicated on the itinerary on form 1351-2
or other approved form.
30. INCREASING THE MINIMUM WAGE FOR FEDERAL CONTRACTORS
a. This Contract is subject to Executive Order 14026, the regulations issued by the Secretary of
Labor in 29 CFR part 23 pursuant to the Executive Order, and specifically to all the
provisions set forth in Appendix A to 29 CFR part 23. The Contractor shall pay to workers,
while performing in the United States, and performing on, or in connection with, this
contract, the applicable minimum wage per the Executive Order. Accordingly, Appendix A
is hereby incorporated by reference and has the same force and effect as if set forth in full in
this contract. The full text of the final rule, to include the regulations and clause “Increasing
the Minimum Wage for Federal Contractors” at 29 CFR part 23, is available at:
https://www.ecfr.gov/current/title-29/part-23/appendix-Appendix%20A%20to%20Part%2023.
b. The Contractor is responsible for subcontractor compliance with the requirements of this
clause and may be held liable for unpaid wages due subcontractor workers. The Contractor
shall include this clause, including this paragraph, in all subcontracts, regardless of dollar
value, that are subject to Service Contract Labor Standards statute (formerly known as the
Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly
known as the Davis Bacon Act), and are to be performed in whole or in part in the United
States.
31. ESTABLISHING PAID SICK LEAVE FOR FEDERAL CONTRACTORS
a. This contract is subject to Executive Order (EO) 13706 and to the regulations issued by the
Secretary of Labor pursuant thereto at 29 CFR part 13 (Establishing Paid Sick Leave for
Federal Contractors). 29 CFR part 13, Appendix A, is hereby incorporated by reference,
18 October 2023 Page 20 of 26
having the same force and effect as if set forth in full in this contract. Refer to
https://www.gpo.gov/fdsys/pkg/FR-2016-09-30/pdf/2016-22964.pdf
b. The Contractor shall establish a sick leave policy in full compliance with the applicable
provisions of EO 13706 and 29 CFR part 13.
c. This clause applies to all subcontracts where EO 13706 and 29 CFR part 13 apply to the
prime contract. Accordingly, the Contractor is responsible for subcontractor compliance
with EO 13706, 29 CFR part 13, and the requirements of this clause. The Contractor shall
include this clause, including this paragraph, in all subcontracts where applicable.
d. The Contractor may be subject to penalties for noncompliance as described in 29 CFR
§13.44.
32. REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND
VIDEO SURVEILLANCE SERVICES OR EQUIPMENT.
a. Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for
Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after
August 13, 2019, from procuring or obtaining, or extending or renewing a contract to
procure or obtain, any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system. Nothing in the prohibition
shall be construed to-
(a) Prohibit the head of an executive agency from procuring with an entity to provide a
service that connects to the facilities of a third-party, such as backhaul, roaming, or
interconnection arrangements; or
(b) Cover telecommunications equipment that cannot route or redirect user data traffic or
cannot permit visibility into any user data or packets that such equipment transmits
or otherwise handles.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for
Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after
August 13, 2020, from entering into a contract or extending or renewing a contract with
an entity that uses any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system. This prohibition applies to
the use of covered telecommunications equipment or services, regardless of whether that
use is in performance of work under a Federal contract. Nothing in the prohibition shall
be construed to-
18 October 2023 Page 21 of 26
(a) Prohibit the head of an executive agency from procuring with an entity to provide a
service that connects to the facilities of a third-party, such as backhaul, roaming, or
interconnection arrangements; or
(b) Cover telecommunications equipment that cannot route or redirect user data traffic or
cannot permit visibility into any user data or packets that such equipment transmits
or otherwise handles.
b. Procedures. The Offeror shall review the list of excluded parties in the System for Award
Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal
awards for “covered telecommunications equipment or services”.
c. Representation. The Offeror represents that-
(1) It will, will not provide covered telecommunications equipment or services to the
NAFI in the performance of any contract, subcontract or other contractual instrument
resulting from this solicitation. The Offeror shall provide the additional disclosure
information required at paragraph (d)(1) of this section if the Offeror responds “will” in
paragraph (c) (1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror
represents that It does, does not use covered telecommunications equipment or
services, or use any equipment, system, or service that uses covered telecommunications
equipment or services. The Offeror shall provide the additional disclosure information
required at paragraph (d) (2) of this section if the Offeror responds “does” in paragraph
(c) (2) of this section.
d. Disclosures.
(1) Disclosure for the representation in paragraph (c) (1) of this provision. If the Offeror has
responded “will” in the representation in paragraph (c) (1) of this provision, the Offeror
shall provide the following information as part of the offer:
(a) For covered equipment-
(i) The entity that produced the covered telecommunications equipment (include
entity name, unique entity identifier, CAGE code, and whether the entity was the
original equipment manufacturer (OEM) or a distributor, if known);
(ii) A description of all covered telecommunications equipment offered (include
brand; model number, such as OEM number, manufacturer part number, or
wholesaler number; and item description, as applicable); and
18 October 2023 Page 22 of 26
(iii) Explanation of the proposed use of covered telecommunications equipment and
any factors relevant to determining if such use would be permissible under the
prohibition in paragraph (a) (1) of this provision.
(b) For covered services-
(i) If the service is related to item maintenance: A description of all covered
telecommunications services offered (include on the item being maintained:
Brand; model number, such as OEM number, manufacturer part number, or
wholesaler number; and item description, as applicable); or
(ii) If not associated with maintenance, the Product Service Code (PSC) of the service
being provided; and explanation of the proposed use of covered
telecommunications services and any factors relevant to determining if such use
would be permissible under the prohibition in paragraph (a) (1) of this provision.
(2) Disclosure for the representation in paragraph (c) (2) of this provision. If the Offeror has
responded “does” in the representation in paragraph (c) (2) of this provision, the Offeror
shall provide the following information as part of the offer:
(a) For covered equipment-
(i) The entity that produced the covered telecommunications equipment (include
entity name, unique entity identifier, CAGE code, and whether the entity was the
OEM or a distributor, if known);
(ii) A description of all covered telecommunications equipment offered (include
brand; model number, such as OEM number, manufacturer part number, or
wholesaler number; and item description, as applicable); and
(iii) Explanation of the proposed use of covered telecommunications equipment and
any factors relevant to determining if such use would be permissible under the
prohibition in paragraph (a) (2) of this provision.
(b) For covered services-
(i) If the service is related to item maintenance: A description of all covered
telecommunications services offered (include on the item being maintained:
Brand; model number, such as OEM number, manufacturer part number, or
wholesaler number; and item description, as applicable); or
(ii) If not associated with maintenance, the PSC of the service being provided; and
explanation of the proposed use of covered telecommunications services and any
factors relevant to determining if such use would be permissible under the
prohibition in paragraph (a) (2) of this provision.
18 October 2023 Page 23 of 26
33. COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-
REPRESENTATION
a. Definitions. As used in this provision-
Covered telecommunications equipment or services means-
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of NAFI facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera Communications
Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using
such equipment; or
(4) Telecommunications or video surveillance equipment or services produced or provided
by an entity that the Secretary of Defense, in consultation with the Director of National
Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes
to be an entity owned or controlled by, or otherwise connected to, the government of a
covered foreign country
Reasonable inquiry means an inquiry designed to uncover any information in the entity's
possession about the identity of the producer or provider of covered telecommunications
equipment or services used by the entity that excludes the need to include an internal or third-
party audit.
b. Procedures. The Offeror shall review the list of excluded parties in the System for Award
Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal
awards for "covered telecommunications equipment or services".
c. Representation.
(1) The Offeror represents that it does, does not provide covered telecommunications
equipment or services as a part of its offered products or services to the Government in
the performance of any contract, subcontract, or other contractual instrument.
(2) After conducting a reasonable inquiry for purposes of this representation, the offeror
represents that it does, does not use covered telecommunications equipment or
services, or any equipment, system, or service that uses covered telecommunications
equipment or services.
18 October 2023 Page 24 of 26
34. CERTIFICATION REGARDING KNOWLEDGE OF CHILD LABOR FOR LISTED
END PRODUCTS
a. Definition. Forced or indentured child labor means all work or service-
(1) Exacted from any person under the age of 18 under the menace of any penalty for its
nonperformance and for which the worker does not offer himself voluntarily; or
(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of
which can be accomplished by process or penalties.
b. Listed end products. The following end product(s) being acquired under this solicitation is
(are) included in the List of Products Requiring Contractor Certification as to Forced or
Indentured Child Labor, identified by their country of origin. There is a reasonable basis to
believe that listed end products from the listed countries of origin may have been mined,
produced, or manufactured by forced or indentured child labor.
Listed End Product Listed Countries of Origin
c. Certification. The Government will not make award to an offeror unless the offeror, by
checking the appropriate block, certifies to either paragraph (c)(1) or paragraph (c)(2) of this
provision.
(1) The offeror will not supply any end product listed in paragraph (b) of this provision
that was mined, produced, or manufactured in a corresponding country as listed for that
end product.
(2) The offeror may supply an end product listed in paragraph (b) of this provision that
was mined, produced, or manufactured in the corresponding country as listed for that
product. The offeror certifies that it has made a good faith effort to determine whether
forced or indentured child labor was used to mine, produce, or manufacture such end
product. On the basis of those efforts, the offeror certifies that it is not aware of any such
use of child labor.
35. PROHIBITION ON PROCUREMENT OF CERTAIN ITEMS CONTAINING
PERFLUOROOCTANE SULFONATE OR PERFLUOROOCTANOIC ACID (PFOS
OR PFOA)
a. Prohibition - Section 333 of the William M. (Mac) Thornberry National Defense
Authorization Act for Fiscal Year 2021 (Pub. L. 116-283) prohibits DoD from procuring
any covered items containing PFOS or PFOA effective April 1, 2023 and defines “covered
items.”
18 October 2023 Page 25 of 26
b. For the purpose of this deviation covered items means-
(1) Nonstick cookware or cooking utensils for use in galleys or dining facilities.
(2) Upholstered furniture, carpets, and rugs that have been treated with stain-resistant
coatings.
c. Representation - The Offeror represents that it will not provide covered items as part of its
offered products to the NAFI in the performance of any contract, subcontract or other
contractual instrument.
18 October 2023 Page 26 of 26
LIST OF CLAUSES INCORPORATED BY REFERENCE
The provisions of the following clauses are hereby incorporated into this order or contract by
reference with the same force and effect as though herein set forth in full. Clauses made
inapplicable by the reference or by the kind of order, contract (e.g., orders or contract for services
instead of supplies) or dollar amount are self-deleting. The complete text of any clause
incorporated in this order or contract by reference may be obtained from the Contracting Officer.
CLAUSE NO. CLAUSE TITLE
NFC 203-7001 Prohibition on Persons Convicted of Fraud or Other Defense - Contract
Felonies (JAN 2023)
NFC 204-23 Prohibition on Contracting for Hardware, Software, and Services Developed
or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021)
NFC 204-25 Prohibition on Contracting for Certain Telecommunications and Video
Surveillance Services or Equipment (NOV 2021)
NFC-204-27 Prohibition on a ByteDance Covered Application (JUN 2023)
NFC 204-7000 Disclosure of Information (OCT 2016)
NFC 222-19 Child Labor-Cooperation with Authorities and Remedies (DEC 2022)
NFC 222-20 Contracts for Materials, Supplies, Articles and Equipment (JUN 2020)
NFC 222-21 Prohibition of Segregated Facilities (APR 2015)
NFC 222-26 Equal Opportunity (SEPT 2016)
NFC 222-35 Equal Opportunity for Veterans (JUN 2020)
NFC 222-41 Service Contract Labor Standards (AUG 2018)
NFC 223-3 Hazardous Material Identification & Material Safety Data (FEB 2021)
NFC 225-11 Buy American - Construction Materials under Trade Agreements (DEC 2022)
NFC 225-7002 Qualifying Country Sources as Subcontractors (MAR 2022)
NFC 225-7036 Buy American - Free Trade Agreements - Balance of Payments Program –
Basic (JAN 2023).
NFC 227-7013 Rights in Technical Data - Non-commercial Items (MAR 2023)
NFC 227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer
Software Documentation (MAR 2023)
NFC 227-7015 Technical Data - Commercial Items (MAR 2023)
NFC 228-3 Workers’ Compensation Insurance (Defense Base Act) (JUL 2014)
NFC 242-15 Stop Work Order (AUG 1989)
NFC 243-1 Changes - Fixed-Price (AUG 1987)
NFC 246-16 Responsibility for Supplies (APR 1984)