Emall Agreement No

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EMALL AGREEMENT NO.

4 October 2007

BASIC AGREEMENT

This Agreement is entered into as of 2007, by the U.S. Army Family, Morale, Welfare and Recreation Command, Nonappropriated Fund Contracting Directorate (IMWR-NC), and by (Insert your complete Company Name and address here and fax to Debbie L. Ewald at 703-681-5363) , hereafter referred to as the Vendor.

The IMWR-NC in partnership with the Defense Logistics Agency (DLA) has established a Nonappropriated Fund (NAF) electronic shopping mall (EMALL) as part of their Department of Defense (DOD) EMALL, for use by DOD Nonappropriated Fund Instrumentalities (NAFIs). The NAF EMALL is intended to provide NAFIs with one-stop online purchasing using the Government purchase card. This agreement constitutes a statement of mutual understanding regarding the parties’ roles and responsibilities for the Vendor’s participation in the NAF EMALL.

This Agreement will continue until terminated by either party at no cost, by providing thirty (30) days advance notice in writing to the other party, however the vendor shall fulfill all orders placed prior to the effective termination date. Both the IMWR-NC and the Vendor may review the program periodically to ensure it is meeting the intent of this agreement.

IMWR-NC makes no guarantees as to the use of this Agreement by any DOD NAFI or to the amount of use by any NAFI activities. This Basic Agreement is nonexclusive in that IMWR-NC may enter into agreements with other firms to participate in the NAF EMALL, which provide the same or similar products or services. No NAFI is obligated to purchase any products or services from the vendor via the NAF EMALL.

This is a no-cost Agreement. Neither nonappropriated funds nor funds appropriated by Congress are in any way obligated or can be obligated by virtue of any provision of this Agreement.

I. OBJECTIVE

The objective of this Agreement is to:

A. Provide the Vendor the opportunity for NAFI personnel to order products/services using the Vendor’s electronic catalog via the NAF EMALL.

B. Establish applicable consideration for NAFIs in return for marking purchases via the NAF EMALL.

II. IMPLEMENTATION

Upon execution of this agreement, the vendor shall contact their respective DOD EMALL Supplier Account Manager (SAM). The vendor shall work with the SAM to establish their electronic catalog on the NAF EMALL for users to make purchases. Should the vendor be unable to establish its catalog on the EMALL within forty-five days from the date this agreement is signed, the Contracting Officer may terminate this agreement at no cost to either party.

III. RESPONSIBILITES

A. The Vendor shall:

(1)  Keep their online catalog and catalog prices current;

(2) Accept the Government Purchase Card as a means of payment for purchases made through the NAF EMALL;

(3) Complete and return with this agreement the DOD EMALL supplier worksheet at Attachment 2 and provide future changes in company information to the Contracting Officer;

(4) Comply with all pertinent DOD EMALL Business rules and Agreement to sell on DOD EMALL at Attachment 3 and as may be imposed in the future. Sign and return Attachment 3 with this agreement;

(5) Provide a discount off of all merchandise purchased through the EMALL. Discounts shall be taken off the vendors catalog price at the time a purchase is completed (prices shown on DOD EMALL shall show the discounted price, a discount cannot be taken after the customer has ordered on DOD EMALL). The discount(s) to be given to the NAFI for purchases made through the NAF EMALL are ______; and

(6) Ship the complete order of items to the ordering NAFI within the time frame specified at the time the order is placed.

B. The IMWR-NC will:

(1) Provide the DOD EMALL SAM and IMWR-NC point of contact information;

(2) Notify and provide guidance on the NAF EMALL to participating NAFIs;

(3) Provide through its agreement with DLA for the operation and maintenance of the NAF EMALL; and

(4) Provide program information on the NAF EMALL as necessary.

IV. ADVERTISING

The Vendor shall not represent, in any manner, expressly or by implication, that the products or services provided under this Agreement are endorsed by any element of the United States Government or the Army or any DOD NAFI. Any advertisement, which refers to a military resale activity, shall contain a statement that the advertisement was neither paid for nor sponsored, in whole or in part, by the particular activity. All such advertisements prepared by the Vendor specifically for the military market must be approved by the Contracting Officer prior to their release.

V. LOGO

A.  The “Morale, Welfare and Recreation (MWR) logo is a Federally Registered Trademark.

B.  Any use of the logo under this agreement can only be used on merchandise ordered through the DOD EMALL.

C.  The Contractor is not authorized to any further use of or rights to, the “Morale, Welfare and Recreation (MWR)” logo.

VI. GENERAL PROVISIONS

The general provisions set forth at ATTACHMENT 1 are hereby incorporated into this Agreement and apply to this agreement and all purchases made through the NAF EMALL.

______

______

FOR THE: FOR:

UNITED STATES ARMY FAMILY (NAME OF VENDOR)

MAROL, WELFAR AND RECREATION

COMMAND,

NAF CONTRACTING DIRECTORATE

(SIGNATURE) (SIGNATURE)

Date: Date:

Jennifer Sherman.

Contracting Officer

Title Title

4700 King Street

Street Address Street Address

Alexandria, VA 22302-4415

City/State/Zip Code City/State/Zip Code

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EMALL AGREEMENT NO.

4 October 2007

ATTACHMENT 1

CLAUSES APPLICABLE TO BASIC AGREEMENTS

(U.S. Army Community and Family Support Center, NAF EMALL)

DEFINITIONS (NOV 2004) (BI-001)

NONAPPROPRIATED FUND INSTRUMENTALITY (NOV 2004) (BI-002)

The Nonappropriated Fund Instrumentality (NAFI), which is party to this contract, is a nonappropriated fund instrumentality of the Department of the Army. NO APPROPRIATED FUNDS OF THE UNITED STATES SHALL BECOME DUE OR BE PAID THE CO NTRACTOR BY REASON OF THIS CONTRACT. This contract is NOT subject to The Contract Disputes Act of 1978.

COVENANT AGAINST CONTINGENT FEES (NOV 2004) (BI-003)

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business. For breach or violation of this warranty the NAFI shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

CONTRACT TERMS AND CONDITIONS―COMMERCIAL ITEMS (NOV 2004) (BI-008)

(d) Excusable delays. The Contractor shall be liable for default in cases of delayed performance unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the NAFI in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(f) Patent indemnity. The Contractor shall indemnify the NAFI and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(h) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the

supplies provided under this contract shall remain with the Contractor until, and shall pass to the NAFI upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the NAFI at the destination specified in the contract, if transportation is f.o.b. destination.

(l) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the NAFI upon acceptance, regardless of when or where the NAFI takes physical possession.

(o) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(p) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, and Other Compliances.

(3) The clause entitled Terms and Conditions Required to Implement Statutes or Executive Orders―Commercial Items.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Form #_____.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(End of clause)

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (NOV 2004) (BI-009)

(a) The Contractor agrees to comply with the clauses in this paragraph (a), which the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items by NAFIs (Contracting Officer shall check as appropriate):

[X] (1) [ ], Prohibition of Segregated Facilities.

[X] (2) [ ], Equal Opportunity (E.O.11246).

[X] (3) [ ], Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era

(38 U.S.C.4212).

[X] (4) [ ], Affirmative Action for Workers with Disabilities (29 U.S.C.793).

[X] (5) [ ], Buy American Act-Balance of Payments Program-Supplies (41 U.S.C.10ad).

[X] (6) [ ], Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program.

[X] (7) [ ], Trade Agreements Act.

[X] (8) [ ], Restriction on Certain Foreign Purchases.

[] (9) [ ], Mandatory Information on Electronic Funds Transfer.

(b) The Contractor agrees to comply with the clauses in this paragraph (b), applicable to commercial services, which the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items by NAFIs, or components (Contracting Officer shall check as appropriate):

[] (1) [ ], Service Contract Act of 1965, As Amended (41 U.S.C.351, et seq.).

[X] (2) [ ], Fair Labor Standards Act and Service Contract Act-Price Adjustment (Multiple Year and Option Contracts) (29 U.S.C.206 and 41 U.S.C.351, et seq.).

[X] (3) [ ], Fair Labor Standards Act and Service Contract Act-Price Adjustment (29 U.S.C.206 and 41 U.S.C.351, et seq.).

INVOICES (NOV 2004) (BI-010)

OPTION TO EXTEND THE TERM OF THE CONTRACT (NOV 2004) (BI-022)

(a) The NAFI may extend the term of this contract by written notice to the Contractor within [insert in the clause the period of time in which the Contracting Officer has to exercise the option]; provided, that the NAFI shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the NAFI to an extension.

(b) If the NAFI exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed (months)(years).

RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (NOV 2004) (BI-055)

TAXES (NOV 2004) (BI-067)

(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 governmental 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.

(d) With respect to foreign taxes, NAFI's located in foreign countries will not pay to 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.

(End of clause)

PAYMENTS (NOV 2004) (BI-068)

DISCOUNTS FOR PROMPT PAYMENT (NOV 2004) (BI-070)

(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 Government offices are closed and NAFI financial management activities are not expected to be conducted, payment may be made on the following business day.