CONTRACT CLAUSES AND SOLICITATION PROVISIONS (2) After each negotiation the agreement reached will be evidenced by a supplemental agreement stating the revised price to be effective with respect to services rendered on and after the effective date of the price revision (or such other later date as the parties may fix in such supplemental agreement). (e) Disagreements. If, within thirty (30) days after the date on which the statements and data are required pursuant to paragraph (b) of this clause to be filed (or such further period as may be fixed by written agreement), the Contracting Officer and the Contractor fail to agree to revised prices, the failure to agree shall be deemed to be a disagreement as to a question of fact which shall be disposed of in accordance with the “Disputes" clause of this contract, and the prices so fixed shall remain in effect for the balance of the contract notwithstanding any other provision of this clause. (f) Payments. Until new prices shall become effective in accordance with this clause, the prices in force at the effective date of the price revision shall be paid upon all services performed, subject to appropriate later revisions made pursuant to (d) or (e) of this clause. (g) Retroactive Changes in Wages or Working Conditions. In the event of a retroactive wage adjustment the Contractor or the Contracting Officer may request an adjustment in the prices fixed in this contract, and such adjustment will be made to the extent equitable; provided, however, that the prices applicable to services performed subsequent to the date of the request for price adjustment shall not be adjusted under this paragraph, it being the intent that any price adjustment under this paragraph shall cover the period prior to such request. Such request by the Contractor shall be made within thirty (30) days of such retroactive wage adjustment and shall be supported by: (i) an estimate of the changes in cost occasioned by the retroactive wage adjustment; (ii) complete information upon which such estimate is based; and (iii) a certified copy of the collective bargaining agreement, arbitration award, or other document evidencing the retroactive wage adjustment. Subject to the foregoing limitation as to the time of making a request hereunder, completion or termination of this contract shall not affect or impair the Contractor's right under this paragraph. Such adjustment shall be by mutual agreement between the Contracting Officer and the Contractor. The adjusted prices, and the manner of making adjustments with respect to services theretofore paid for, shall be incorporated in an amendment to this contract to be executed by the Contractor and the Contracting Officer. In case of disagreement concerning any question of fact, including whether any adjustment should be made, or the amount of such adjustment, such disagreement will be resolved in accordance with the "Disputes" clause of this contract. The contractor shall give written notice to the Contracting Officer of any request by or on behalf of the employees of the Contractor which may result in a retroactive wage adjustment. Such notice shall be given within twenty (20) days after such request, or if request has occurred prior to execution of this contract, at the time of execution of this contract. (End of clause) 7-1002.2 Changes. Insert the following clause in formally advertised stevedoring contracts in lieu of the clause in 7-1902.2. CHANGES (1964 AUG) The Contracting Officer may, at any time by a written order, and without notice to the sureties, make changes within the general scope of this contract. If any such change causes an increase or decrease in the cost of the performance of any part of the work under this contract, an equitable adjustment shall be made in the contract price or in the applicable schedule or rates and the contract shall be modified in writing accordingly. Any claims by the Contractor for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by the Contractor of the notification of change; provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed. (End of clause) 7-1002.2 ARMED SERVICES PROCUREMENT REGULATION CONTRACT CLAUSES AND SOLICITATION PROVISIONS 7-1002.3 Termination. TERMINATION (1965 OCT) (a) This contract may be terminated at any time by either party hereto upon sixty (60) days' notice in writing to the other. Termination under this clause shall not affect, or relieve any party of, any obligation or liability that may have accrued prior to such termination. (b) Upon termination of the contract under (a) above, or as provided in the "Default" clause of this contract, the Contractor shall be paid any sum due the Contractor for services performed under this contract to the date of such termination, and in the event of partial termination shall be paid in accordance with the terms of this contract for any services furnished under the portion of the contract that is not terminated; provided, however, any such payments shall be without prejudice to any claim which the Government may have against the Contractor under the "Default" clause of this contract or otherwise, and the Government shall have the right to offset any such claims against such payment. 7-1002.4 Indefinite Quantities. (End of clause) · (a) When the contract will provide for the payment of “Fixed Charges," insert the following clause. INDEFINITE QUANTITIES—FIXED CHARGES (1964 AUG) The amount of work and services which the Contractor may be ordered to furnish and the Government to accept hereunder, shall be the amount which shall from time to time be ordered hereunder by the Contracting Officer. In any event, however, the Government is obligated to compensate the Contractor the monthly lump sum specified in Schedule entitled "Fixed Charges," for each month or portion thereof the contract remains in effect. (End of clause) (b) When the contract will not provide for the payment of "Fixed Charges," insert the following clause. INDEFINITE QUANTITIES—NO FIXED CHARGES (1964 AUG) The amount of work and services which the Contractor may be ordered to furnish and the Government to accept hereunder, shall be the amount which shall from time to time be ordered hereunder by the Contracting Officer. In any event, however, the Government shall order, during the term of this contract, work or services having an aggregate value at the prices listed in the schedules made a part hereof of not less than one hundred dollars ($100.00). (End of clause) 7-1002.5 Employees of Contractor. EMPLOYEES OF CONTRACTOR (1964 AUG) All employees of the Contractor employed in performance of work under this contract shall be employees of the Contractor at all times and not of the Government. The Contractor shall comply with the Social Security Act, the Longshoremen's and Harbor Workers' Compensation Act, and such Workmen's Compensation Laws and Unemployment Insurance Laws of the state where the work is performed as shall be applicable to work performed hereunder and the Contractor shall comply with all other relevant legislation, state, and Federal. (End of clause) 7-1002.5 ARMED SERVICES PROCUREMENT REGULATION CONTRACT CLAUSES AND SOLICITATION PROVISIONS 7-1002.6 Removal of Contractor's Employees. REMOVAL OF CONTRACTOR'S EMPLOYEES (1965 OCT) The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. The Contracting Officer may require that the Contractor remove from the Government job employees who endanger persons or property, or whose continued employment under this contract is inconsistent with the interests of military security. (End of clause) 7-1002.7 Liability and Insurance. LIABILITY AND INSURANCE (1967 OCT) (a) The Contractor shall be: (i) liable to the Government for loss of or damage to property, real and personal, owned by the Government or for which the Government is liable; (ii) responsible for, and hold the Government harmless from, loss of or damage to property not included in (i) above; and (iii) responsible for, and hold the Government harmless from, bodily injury and death of persons, occasioned either in whole or in part by the negligence or fault of the Contractor, his officers, agents, or employees in the performance of work under this contract. For the purpose of this clause, all cargo loaded or unloaded under this contract is agreed to be property owned by the Government or property for which the Government is liable. The amount of the loss or damage as determined by the Contracting Officer will be withheld from payments otherwise due the Contractor. Determination of liability and responsibility by the Contracting Officer will constitute questions of fact within the meaning of the "Disputes" clause of this contract. The general liability and responsibility of the Contractor under this clause are subject only to the following specific limitations. (b) The Contractor shall not be responsible to the Government for and does not agree to hold the Government harmless from loss or damage to property or bodily injury to or death of persons if: (i) the unseaworthiness of the vessel or failure or defect of the gear or equipment furnished by the Government contributed jointly with the fault or negligence of the Contractor in causing such damage, injury or death, and the Contractor, his officers, agents, and employees, by the exercise of due dilligence, could not have discovered such unseaworthiness or defect of gear or equipment, or through the exercise of due dilligence could not otherwise have avoided such damage, injury, or death; or (ii) the damage, injury or death resulted solely from an act or omission of the Government or its employees or resulted solely from proper compliance by officers, agents, or employees of the Contractor with specific directions of the Contracting Officer. (c) The Contractor shall at his own expense procure and maintain insurance during the term of this contract, as follows: (i) Standard Workmen's Compensation and Employer's Liability Insurance and Longshoremen's and Harbor Workers' Compensation Insurance, or such of these as may be proper under applicable state or Federal statutes. The Contractor may however, be self-insurer against the risk in this subparagraph (i), if he has obtained the prior approval of the Contracting Officer. This approval will be given upon receipt of satisfactory evidence that the Contractor has qualified as such self-insurer under applicable provision of law. (ii) Bodily Injury Liability Insurance in an amount of not less than $50,000 any one person and $250,000 any one accident or occurrence. (iii) Property Damage Liability Insurance (which shall include any and all property, whether or not in the care, custody, or control of the Contractor) in an amount of not less than $250,000 on account of any one accident. (d) All policies of insurance required under the terms of this contract shall, by appropriate endorsement or otherwise, provide that no cancellation thereof shall be effected unless thirty (30) days' prior written notice thereof has been given to the Contracting Officer. 7-1002.7 ARMED SERVICES PROCUREMENT REGULATION CONTRACT CLAUSES AND SOLICITATION PROVISIONS (e) Satisfactory evidence of the required insurance endorsed as required in (d) above, shall be filed with the Contracting Officer prior to the performance of any work under this contract. (f) The Contractor shall, at his own cost and expense, defend any suits, demands, claims, or actions, in which the United States might be named as a codefendant of the Contractor, arising out of or as a result of the Contractor's performance of work under this contract, whether or not such suit, demand, claim, or action arose out of or was the result of the Contractor's negligence. This shall not prejudice the right of the Government to appear in such suit, participate in defense, and take such actions as may be necessary to protect the interests of the United States. (g) It is expressly agreed that the provisions contained in (c) through (f) of this clause shall not in any manner limit the liability or extent of liability of the Contractor as provided in (a) and (b) of this clause. (h) In the event that the Contractor is indemnified, reimbursed, or relieved for any loss or damage to Government property, he shall equitably reimburse the Government. The Contractor shall do nothing to prevent the Government's right to recover against third parties for any such loss, or damage and, upon the request of the Contracting Officer, shall at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instrument's of assignment in favor of the Government) in obtaining recovery. (End of clause) 7-1002.8 Clean Air and Water. In accordance with 1-2302.2, insert the 1 clause in 7-103.29. 7-1002.8 ARMED SERVICES PROCUREMENT REGULATION CONTRACT CLAUSES AND SOLICITATION PROVISIONS Part 11-Indefinite Delivery Type Contracts 7-1100 Scope of Part. This Part sets forth special uniform contract clauses for indefinite delivery type contracts as defined in 3-409. These clauses are to be used in addition to other required or applicable clauses. 7-1101 Required Clause-Ordering. The following clause shall be inserted in indefinite delivery type contracts. ORDERING (1968 JUN) (a) Supplies or services to be furnished under this contract shall be ordered by the issuance of delivery orders by the ..(activity). Orders may be issued under this contract from ..(date). ..(date) through (b) All delivery orders issued hereunder are subject to the terms and conditions of this contract. This contract shall control in the event of conflict with any delivery order. (c) When mailed, a delivery order shall be “issued" for purposes of this contract at the time the Government deposits the order in the mail. (End of clause) If desired and appropriate, a provision for the placing of oral orders may be added to the contract, provided that procedures have been established for obligating funds. 7-1102 Clauses To Be Used When Applicable. 7-1102.1 Definite Quantity Contracts. Insert substantially the following clauses. (a) Delivery Order Limitations. DELIVERY ORDER LIMITATIONS (1965 AUG) (a) Minimum Order: When the Government requires supplies or services covered by this contract in an amount of less than the Government shall not be obligated to purchase, nor the contractor obligated to furnish, any supplies or services under this contract. (iii) a series of orders from the same ordering office in the course of days which in the aggregate call for quantities of items to the extent that the aggregate is in excess of the limitations provided in (i) and (ii) above. (c) Notwithstanding the foregoing, the Contractor shall honor any order received which exceeds the maximum order limitations set forth above unless the order or orders which exceed the maximum limitations are returned to the issuing office within days from the date of issue thereof, together with written notice of intent not to make shipment of the items called for and the reasons thereof. Upon receipt of this notice, the Government may secure the supplies from another source. *Insert dollars or quantities. (b) Definite Quantity. DEFINITE QUANTITY (1965 AUG) (End of clause) (a) This is a definite quantity, indefinite delivery contract for the supplies or services specified in the Schedule, and for the period set forth therein. 7-1102.1 ARMED SERVICES PROCUREMENT REGULATION |