ASSIGNMENT OF CLAIMS
WITH LOCAL LAVS
REDUCTION FOR DEFECTIVE COST CR FKICING
OF LABOR DISPUTES
KCN-USE OF7ESSELS SCAGED IK CUBAN TRADE
OXhiXt EXCHANGE, BLAC KMA3KETI NO AND OTHER ILLEGAL ACTIVITIES IN THE REPUBLIC OF VIETNAM
Airaa may at any tiae, by written order, aake change*,within the general aoope of thla contract. In any one or aore of thetateaujit of work or) place of delivery, or acceptance, and (ill) the amount of
logistic support and property of. or Airaa to ba furnlahed or aade available to CAL for performance cf this contract. If any aucb change cauaaa an increase or decreaee In the coat of, or the tiae required for performance of this contract, or othenrlie affects any other provision of thla contract, whether changed or not changed by any each order, an equitable adjaetment ahall ben the amount of the fixed dollar price to be paid to CAL, or the tiae fcr completion, or both) in euch other prorlalons of the contract as nay be so affected, and the contract ahall be aodlfled in writing accordingly. Any claim by CAL for adjustment under this clause anat be asserted within) days from the date of receipt by CAL of the notification of change: Provided, however, that Airaa, if it decides that there are special facta jnatifyiig euch action, aay receive and act upon any snch claim asserted at any tlae prior to final payment under this contract.
^IOKMENT OF CLAIMS
The contract price, including the prices in any subcontracts hereunder, does net induce any tax or duty which the Government of tho United States and any other goverrjnent havehall not be applicable to expenditures made by the United States, or any tax or duty from which CAL, or any subcontractor hereunder, la axecpt unoer any Law. If any such tax or duty has been included in the contract price, through error or otherwise, the contract price Shall be correspondingly reduced.
If for any reason after the contract data, CAL is relieved in whole or in part from the payment or the burden of any tax or duty included in the contract price, the contract price shall oe correspor.cmgly reduced.
All services or materia! hereby ordered io subject to inspection by Airaa and/or the Government at the site of work or delivery destination, even though payment may have been made for same prior to arrival of such destination. CAL shall at its own expense afford full and free access towork sites, or places of business to inspect workmanship and/or materiale. If upon inspection such materials or services is found to be unsatisfactory because of defective material, inferior quality of workmanship, or for failure to meet any other requirements of this contract either at the time of inspection or auring any applicable guarantee period, CAL immediately upon being notified in writing by Airam to do so, shall, art its own expense, remove, dispose of and repLace, or otherwise correct all defective materials and workmanship of inferior quality. If CAL shall fail to replace or correct defective material, or inferiorpromptly and ccetpletely, Airam at its option and in addition to any other rocedies it may have, nay correct the Naa with its own forces or by employing others, and CAL shall be liable for and shall pay promptly to Airam upon demand all costs, expenses, and consequential damages of Airaa lntherewith.
COVPLIAKCEOCAL LAWS AMP ORDINANCES
CAL shall not acquire for use in the perfomance of this contract any supplies or services originating from sources within Communist controlled areas as listed in the Last paragrarh hereof, cr transported frea or through Hong *ong or Macao, without the written aptroval ofContracting Officer, Contract
CAL agrees to insert the provisions of this clause, including this paragraph, and the cornunist controlled areas listed in tho paragraph herc-f, on all invoices.
Ccffirnasist controlled are Albania Bulgaria; Mainland China, (excluding Taiwan -Formosa) but including Manchuria, Inner Mongolia, the Provinces of Singhai and Sikang, Sinkiang, Tibet, the former Kwantun* Leased Territory, the present Port Arthur KavalSase Area, and Liaoning Frovince; Cornunist-cor.trolled area of Vietnam and Comunist-controlled area of Laos; Cuba, Czechoslovakia; East Oerrany (Soviet Zone of Germany and the Soviet Sector of Derlin); Estonia; Hungary; Latvia; Lithuania; rth Korea; Outer Fbnrolia; Foland and Canzig; Surania; Union of Soviet Socialist Republics.
jam, acting as agent for the United States Government uncer Contractmay terminate this contract in whole or in part upon written noticehe convenience of Airam and the Government of the United States, andshall be in accordance with1 of the Armed Services Procurement sguL&tions of the united States Governnent.
ay, subject to the provisions below, by written noticefault to CAL, terminate the whole or any part of thisthout obligation to Airam under any one of the following circumstances: (i) If CAL fails to cake delivery of the supplies or to perform the services within the tLne specified or any extension thereof; or (ii) If CAL fails to perform any of the other provisions of this contract in accordancew1th the terms; and in either of these two circumstances does not correct such failureeriod of five (j) days (or such longer period as Airam may authorite in writing) after receipt of notice from Airam specifying such failure.
In the event that this contract is terminated for the above reasons, Airam may reprocure those supplies or services remaining to be procured under this contract, and any extra or increased costs resulting therefrom shall be borne by CAL.
CAL shall not be liable for any excess if any failure to perform the contract arises out of causes beyond the control and without the fault or negligence of CAL. Such causes include but are not restricted to acts of Cod or of the public enemy, acts of the Government, fires, floods, epidemics,uarantine restrictions, freight embargoes, unusually severe weather, and default of subcontractors due to any of such causes unless Airam shallthat the supplies or services to be furnished by CAL were obtainable from other sources in sufficient time to permit CAL to meet the delivery schedule.
CAL agrees that the Comptroller General of the United States or any of hie duly authorized representatives shall, until the expiration of three years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of CAL involving transactions related to the subcontract. The terms used in this paragraph excludes (i) purchase orders
If any price, including profit or fee negotiated ir. connection with thla contract or any cost reimbursable under this contract was increased by any significant suae because CAL, or any subcontractor pursuant to the clause of this contract entitled "Subcontractor Cost or Pricing Uata" or "Subcontractor Cost or Pricing Data-Price Adjustments" or any subcontract clause therein required, furnished incomplete or inaccurate cost or pricing data, then such price or cost shall be reduceo by the amount of reduction, if any, by which the Government reduces the price or cost of the prime contract and the contract shall be modified in writing as nay be necessary to reflect such reduction.
purposes of verifying that, certified cost or pricing data submitted,
in conjunction with the negotiation of this contract or any contract change or other riodiflcation involving an amount in excessere accurate, complete, and current, the Contracting Officer of the crimeor its authorized representatives,ntil the expiration of three years from the date of final payment under thisave the right to examine those books, records, documents, papers, anc otherdata which involve transactions related to this contract or which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein, provided that, in the case of any contract ehanre orsuch change or codification resultshange or other modification to the Government prime contract.
agrees to insert this clause including thisn allhereunder which when enteredC,CCC, unlessis based on adequate price cceipetition, established catalog orof commercial items sold in substantial quantities to theor prices set by law or regulation. In each such exceptedhereunder, which when entered intoALthe following clause.
This clause shall become operative only with respect to any change or other modification of this contract whichrice adjustment in excess0 unless the price adjustment is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, provided, that such change or otherto this contract resultshange or other codification to the Government prime contract.
For purposes of verifying that certified cost or pricing data submitted in conjunction withontract change or modification were accurate, cooplete and current, the Contracting Cfficer of the Government prime contract or his authorized representativentil th* expiration of three years from the final date of payment under this contract -have the right to examine the books, records, documents, papers and ether supporting data which involve transactions related to this contract or which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein.
The Subcontractor agrees to Insert this clause, including this paragraphn all subcontracts hereunder which when entered into"
CAL shall require subcontractors hereunder to submit cost or pricing data under the fcllowing circumstances: (i) prior to award of any cost-reiitursement type, incentive, or priceubcontract; (ii) prior to the award of any subcontract the price of vhich is expected toiii) prior to the pricing; cf any subcontract change or other modification for which the price adjustment is expected to exceed SIOO.OOO; except in the case of (ii) and (iii) where the price is based on adequate price competition, established catalog or rar/.et prices efitems sold in substantial quantities to the general public, or prices set by law or regulation.
CAL shall require subcontractors to certify, in substantially the same form as that used in the certificate by' Airam to the I. S. Government, that to the best of their knowledge and belief, the cost and pricing data submitted underbove is accurate, complete, anc current ai of the agreement on the negotiated price of the subcontract.
CAL shall insert the substance of this clause including this pexegraphn each of his cost-reimbursement type, price redeteraLnable, or incentive subcontracts hereunder, and in any other subcontract hereunder which exceedsexcept where the price thereof is based on adequate price competition, established catalog or market prices of commercial itenis sold in substantial quantities to the peneral public, or prices set by law or reguLition. In
each such excepted subcontract hereunder in excessAL shall insert the substance of the following clause;
Paragraphsndf this clause shall become operative only with respect to any change or other modification xace pursuant to one or aore provisions of this ccntr-ct whichrice adjustment ir. excess The requixeoients of this clause shall be limited to such price acjusteento.
CAL shall require subcontractors hereunder to submit cost or pricing data under the following circumstances: (i) prior to award of any cost-re mburseaent type, incentive or price redetcrnlnable subcontract; (ll) prior to award of any subcontract, the price of which is expected toiii) prior to the pricing of any subcontract change or other modification for which the price adjustment is expected toxcept in the case of (ii) andhore tho price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by low or regulation.
CAL shall require subcontractors to certify, in substantially the sane form as that used in the certificate by Airam to the. Government, that to the best of their knowledge and belief thr cost and pricing data submitted underbove is accurate, complete, an: current as of the date of execution, which date shall te as close as possible to the date of agreement on the negotiated price of th- contract modification.
- IA -
Whenever CAL has knowledge that any actual cr potential labor dispute is delaying or threatenslay the timely performanceis contract, CAL shall immediately give notice thereof, including all relevant information with respect thereto, to Airara.
CAL agrees to insert the substance of this clause, including this paragraphn any subcontract hereunder as toabor dispute may CeLay the timely performance of this contract; except thatsuch subcontract shall provide that in the event its timely perfcrmancelayec or threatened by delay by any actual or potential labor dispute, theshall ijraneCiately notify his next hifher tier subcontractor, or CAL, as the case ray be, of all relevant information with respect to such dispute.
NCM-USE QFAGi CUBAN TRAT&
If, after the date of award, any supplies to be furnished or any material to be incorporated in such sup; lies oronstruction project will require ocean transportation froa the United States in the performance of this contract, CAL shall not use any foreirn-flag vessel which the Maritime Cccndssion of the United States haa listed in Federal Register as having calleduban port or, or3 ur.leaa an exception has been maae by the Secretary of Coirr.eree.
For purpoaea of this clause, the tero "United States- includes the fifty States, Fuarto Rico, possessions of the United States, and the District of Columbia.
CAL shall include the substance of this clause, including this paragraphn each subcontract or purchase order hereunder which may involve ocean transportation from the United States.
causcy EXCKAKCE, 3LA03'ARHTlKG AH)LLEGALTHE, EEU3LIC OF VILTVAK
u) CAL shall comply, and shall require all of his employees to comply, with all applicable Republic of Vietnam laws and regulations to include black market snd other currency laws, li. S. Government directives and regulations; and snail not knowingly employ in the performance of this contract any person who has violated any of these laws or regulations.
CAL shall pruchase all piastres required in the performance of thla contract or for the personal or official use of its officers or employees from authorised U. S. military disbursing ofricer or military banking facilities. CAL shall submit to the Contracting Officer of Contractiaonthly piaatre report indicating piastre expenditures and purchases for the preceding month, such report to be submitted cn or before tha ljth of the nonth, the exact date to be determined by the Contracting Officer. All employment agreRments with li. S. and third country national employees ahalllause whereby theees to purchase all piastres for personal use frea CAL or. sources. Breach of suchshall be sufficient cause for termination of employment of the employee.
OAL agrees to terminate the employment of any individual who has beanby the Commander, MACV, or his deaignee, to be unacceptable for employment under U. S. Government contracts. This determination will be made in accordance with policies and administrative procedures promulgated by the U. S. EmbassyACV to deny employment to those employees who have engaged in currency violations, black market tranaactions, or other activities contrary to the best interests of the U. S. Government. The Contracting Officer of Contractn being advised of this determination will inform CAL who hereby agrees to terminate the employment of such individual. Tha Contractor willlause in all employment agreements with non-Vletnamese employees indicating an understanding of, and agreement to abide by, this provision.
Only non-Vietnanese employees who have agreed to abide by this provision will be acceptable for employment under tris contract.
Failure of CAL to comply with the requirements of this clause shall be sufficient cause for termination of this contract under the clause entitled "Default".
CAL further agrees to incorporate the terms anc provisions of subclausesc) and (d) above in all subcontracts with non-Vietnanese subcontractors
..under the terms of the prime contract.Original document.