18 October 2023 Page 4 of 26 NONAPPROPRIATED FUND

18 October 2023 Page 4 of 26

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.

18 October 2023 Page 5 of 26

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.

18 October 2023 Page 6 of 26

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,

18 October 2023 Page 7 of 26

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.

18 October 2023 Page 8 of 26

(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-

18 October 2023 Page 9 of 26

(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.

18 October 2023 Page 10 of 26

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

18 October 2023 Page 11 of 26

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

18 October 2023 Page 12 of 26

(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.

18 October 2023 Page 13 of 26

(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.

18 October 2023 Page 14 of 26

(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.

18 October 2023 Page 15 of 26

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;

18 October 2023 Page 16 of 26

(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).

18 October 2023 Page 17 of 26

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

18 October 2023 Page 18 of 26

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

18 October 2023 Page 19 of 26

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

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)