Report on the Implementation of the Russian Officer Resettlement Certificate Program
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COMPLIANCE WITH LAW Subcontractor warrants its compliance with all applicable laws and regulations governing performance of this Subcontract, including the cooperating country (where applicable). ARTICLE 3: GENERAL PROVISIONS 3.1 TECHNICAL DIRECTION A. Performance of the work hereunder shall be subject to the overall technical direction of the Abt Project Director or her designee and approved by USAID. As used herein, technical direction is a written direction to the Subcontractor which fills in details, the objectives of the activity, the specific scope of work for the activity, provides a period of performance and milestone schedule for the activity, and identify the estimated funds budgeted for the activity. Technical direction must be within the terms of this Subcontract, and any modifications issued hereunder, shall not change or modify them in any way, and shall not constitute changes which may only be issued by the AID Contracting Officer through the Prime Contract. Abt also is responsible for: February 8, 1996 212 1. Prescribing the details of the Statement of Work in accordance with Article I. 2. Monitoring technical progress and performing technical evaluation of performance. 3. Performing technical inspection and acceptance, in accordance with FAR clause 52.246-02 (Inspection of Supplies - Fixed Price) and 52.246-04 (Inspection of Services -Fixed Price). 4. Interpreting the Statement of Work and assisting the Subcontractor in the resolution of technical problems encountered during performance. B. Abt shall be responsible for inspecting and determining the acceptability of all products to be delivered under this Subcontract. Abt shall have the right to inspect all materials and workmanship at any time. All work under the Subcontract and payment therefor is subject to final acceptance by Abt. Final acceptance shall be determined in a reasonable manner. The Subcontractor shall not receive final payment until all required work has been completed in accordance with specifications therefor and accepted by Abt. C. The Abt Project Director or her designee does not have authority to and may not provide Technical Direction which: changes the Subcontract; in any manner causes an increase or decrease in the amount of the Subcontract and/or the total funds obligated to the Subcontract, or the time required for Subcontract performance; or change any of the terms, conditions, or specifications of the Subcontract. 3.2 CHANGES The Abt Contracting Officer has authority to issue direction to the Subcontractor which changes the Subcontract, causes an increase in the Subcontract price, or the time required for Subcontract performance, or changes any of the terms, conditions, or specifications of the Subcontract. All such orders shall be in writing and signed by said Contracting Officer or said representative. No change order shall be binding unless issued in this manner, and in accordance with FAR Clause 52.243-01 (Changes-Fixed Price) which is incorporated herein by reference subject to the modifications set forth in Article 3, and the following: the term "30 days" in paragraph (C) is changed to "15 days." Subcontractor shall comply with FAR Clause 52.243-07 (Notification of Changes). Failure to do so shall waive the Subcontractor's right to any claims for equitable adjustments as described in FAR Clause 52.243-01 (Changes - Fixed Price). Abt may direct Subcontractor to stop work in accordance with FAR Clause 52.212-13 and Alternate I (Stop Work Order) which is incorporated herein by reference subject to the modifications set forth in Article 3, and the following: the term "30 days" in paragraph (b)(2) is changed to "15 days". The Subcontractor will be reimbursed only for those costs actually incurred prior to the stop work order, contingent upon full reimbursement to Abt by the Government for those costs. If the Subcontractor at any time believes that any technical direction constitutes a change in the scope of work that would affect the terms of this Subcontract, it shall immediately seek clarification, in writing, from the Abt Contracting Officer. Abt shall not be liable for any costs incurred for such changed work unless the change is issued in writing according to the procedures set forth in this clause. 3.3 NOTICE OF DELAYS Whenever Subcontractor knows or has reason to know that any actual or potential situation is delaying or threatens to delay the timely performance of the work required hereunder, Subcontractor shall immediately provide written notice thereof to Abt including all relevant information with respect thereto. Any such notice shall be informational only and receipt thereof by Abt shall not constitute a waiver by Abt of the delivery schedule, or any of Abt's rights or remedies hereunder. February 8, 1996 213 3.4 LIMITATION OF LIABILITY - SERVICES (FAR 52.246-25) This clause is applicable only to Subcontracts with total funding obligated over 25,000 U.S. dollars. (a) Except as provided in paragraphs (b) and (c) below, and except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the Subcontractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Government acceptance of services performed under this Subcontract and (2) results from any defects or defects or deficiencies in the services performed or materials furnished. (b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the Government's acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the Subcontractor's managerial personnel. The term "Subcontractor's managerial personnel," as used in this clause, means the Subcontractor's directors, officers, and any of the Subcontractor's managers, superintendents, or equivalent representatives who have supervision or direction of-- (1) All or substantially all of the Subcontractor's business; (2) All or substantially all of the Subcontractor's operations at any one plant, laboratory, or separate location at which the contract is being performed; or (3) A separate and complete major industrial operation connected with the performance of this Subcontract. (c) If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government through the Subcontractor's performance of services or furnishing of materials under this Subcontract, the Subcontract shall be liable to the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Government acceptance of, and resulting from any defects and deficiencies in, services performed or materials furnished under this Subcontract. 3.5 NON-ASSIGNMENT AND LOWER-TIER SUBCONTRACTING Subcontractor shall not assign this Subcontract or sublet or subcontract the work or assign the right to receive any payments coming due hereunder without prior written consent of Abt, and Abt's consent to such assignment or subcontract shall not relieve the Subcontractor of any liability for the full and complete performance of this Subcontract. 3.6 TERMINATION This Subcontract may be terminated in whole or in part by Abt at any time during the period of its performance in accordance with FAR Clause 52.249-02 (Termination for Convenience of the Government-Fixed Price) which is incorporated herein by reference subject to the modifications set forth in Article 3, and the following: the term "1 year" in paragraph (d) is changed to "6 months." In the event the Subcontractor should become bankrupt, insolvent, or make an assignment or arrangement for the benefit of creditors, refuses or neglect to perform the work properly and diligently, or fail to perform any of the provi- sions of this Subcontract, Abt, after seventy-two (72) hours written notice to the Subcontractor, may at its option declare Subcontractor in default, terminate Subcontractor's right to proceed with all or part of the work and take possession thereof and of materials, equipment and supplies and finish such terminated work by such means as it sees fit. February 8, 1996 214 The rights and remedies of Abt in this clause are in addition to any other rights and remedies provided by law or under this Subcontract. 3.7 INDEMNIFICATION Subcontractor shall defend, indemnify and hold Abt and its officers, agents, and employees harmless against any liability, claim, damage, suit, or expense (including reasonable attorney fees) caused by Subcontractor's acts or omissions, including without limitation, claims based on: (a) Subcontractor's infringement of a patent, copyright, trademark, or other intellectual property right; (b) bodily injury, death, or damage to property caused by Subcontractor; (c) Subcontractor's conflicts of interest, fraud, or criminal conduct; (d) Subcontractor's noncompliance with applicable laws or regulations; (e) Subcontractor's defective cost or pricing data, or noncompliance with applicable cost accounting standards; (f) Subcontractor's failure to compensate, or comply with any applicable labor standards with respect to, Subcontractor's employees, agents, or subcontractors; and (g) Subcontractor's breach of this Subcontract, or any representation or warranty contained in this Subcontract. The provisions of this section shall survive expiration or termination of this Subcontract. 3.8 CONFIDENTIALITY, USE OF INFORMATION AND DATA, AND RIGHTS IN DATA A. All information and data provided by Abt to the Subcontractor shall be deemed to be confidential, and Subcontractor agrees that this information and data: (1) will be used by Subcontractor only for purposes of performing this Subcontract; (2) will not be disclosed to any person except Subcontractor's employees or agents who need such information and data in order to perform this subcontract; and (3) will be protected by Subcontractor through implementation of procedures sufficient to prevent disclosure. The foregoing sentence shall not prevent use or disclosure of information and data which are: (1) in the public domain or publicly known through no fault of Subcontractor; or (2) approved for use or disclosure by the Abt Contracting Officer in writing; or (3) required to be disclosed by a court of competent jurisdiction. B. The Subcontractor shall not publish or otherwise disclose, except to Abt or the Government, any reports, data, or information generated or obtained in the course of performing this Subcontract (including without limitation, information or data obtained hereunder from private individuals, organizations or public agencies or any other source under promise of confidentiality) without the prior written consent of the Abt Contracting Officer. C. The Government and/or Abt shall have an unrestricted right to publish all reports, non confidential information and data resulting from performance of this Subcontract. In any such publications, authorship credit shall be given to the Subcontractor in a manner consistent with the degree of authorship or contribution. D. Rights in data produced or delivered in the performance of this Subcontract shall be determined by FAR Clauses 52.227-14 (Rights in Data-General), 52.227-17 (Rights in Data-Special Works) and 52.227-18 (Rights in Data-Existing Works) which are incorporated by reference in this Subcontract, subject to the modifications set forth in Article 3. FAR Clause 52.227-14 is further subject to the following modifications: in paragraphs (e)(1)(i) and (e)(1)(ii), the 30 day period is changed to 25 days if the Contracting Officer's notice is given to Abt for delivery to Subcontractor; paragraph (e)(4) is deleted; in paragraph (f)(1)(iv), the phrase "Government has" is changed to "Government and Abt have"; and in paragraphs (g)(1) and (i), the term "Government" is changed to "Government or Abt." E. The provisions of this section shall survive expiration or termination of this Subcontract. Subcontractor shall include the substance of this section in any lower-tier Subcontract. 3.9 WITHHOLDING OF CONTRACT PAYMENTS February 8, 1996 215 Notwithstanding any other payment provisions of this Subcontract, failure of Subcontractor to submit required reports when due, or failure to perform or deliver required work or services, will result in the withholding of payments under this Subcontract unless such failure arises out of causes beyond the control, and without the fault or negligence of Subcontractor as defined by FAR Clause 52.249 - 14 (Excusable Delays). Abt shall promptly notify the Subcontractor of its intention of any such withholding of payment of any invoice/voucher submitted. 3.10 DISPUTES A. Except as otherwise provided in this Subcontract, any item of disagreement arising under or relating to this Subcontract not disposed of by mutual consent of the parties shall be decided by the Abt Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Subcontractor. The decision of the Abt Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. B. This Disputes clause does not preclude consideration of questions of law in connection with decisions provided for in the above paragraphs; provided that nothing in this Subcontract shall be construed as making final the decisions of any administrative official, representative, or board on a question of law. C. Pending final resolution of a dispute hereunder, the Subcontractor shall proceed diligently with the performance of the work under this Subcontract. The performance of work under this Subcontract is intended to facilitate the completion of the Prime Contract, including the schedule of milestone and Prime Contract deliverable activity. Since the Prime Contract forms the basis for the Subcontract activity, it is understood and agreed that performance of the work shall continue according to scheduled dates, at the direction of Abt, including performance of any activities determined to be in dispute, until mutual agreement or arbitration has provided resolution to the item in dispute. 3.11 GOVERNING LAW This agreement shall be deemed to be a Subcontract made under, governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts. 3.12 CONTRACT DOCUMENTS All descriptions of work, specifications, addenda, conditions or other documents forming or by reference made a part of the Prime Contract are hereby made a part of this Subcontract and are herein called the Contract Documents. Subcontractor represents that it has examined the Contract Documents and certifies that it is fully qualified to perform the work specified therein. 3.13 INDEPENDENT CONTRACTORS Nothing contained in the Subcontract shall be construed to create a joint venture or partnership between the parties. 3.14 SEVERABILITY If any provision of this Subcontract shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the remainder of the Subcontract other than the portions determined to be invalid or unenforceable shall not be affected thereby, and each valid provision hereof shall be enforced to the fullest extent permitted by law. 3.15 CAPTIONS February 8, 1996 216 The descriptive section headings in this Subcontract have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions thereof. 3.16 NO WAIVER Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 3.17 ENTIRE AGREEMENT This Subcontract, together with all attachments and incorporated provisions, shall constitute the entire agreement of the parties, and supersedes all previous and contemporaneous agreements or representations, whether written or oral, with respect to the deliverables and services specified herein. 3.18 ORDER OF PRECEDENCE Any inconsistency in this Subcontract shall be resolved by giving precedence in the following order: (1) FAR clauses and other Prime Contract provisions which, by their terms or by operation of law, are required to be incorporated in the Subcontract; (2) narrative Subcontract provisions; (3) FAR clauses incorporated in the Subcontract by reference except those encompassed by (1) above; (4) Prime Contract provisions incorporated in the Subcontract by reference except those encompassed by (1) above; and (5) exhibits and attachments to the Subcontract. 3.19 NOTICES All notices required or permitted to be given hereunder shall be sufficient if in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, addressed, as applicable, to the Abt Contracting Officer or to the Subcontractor's Responsible Officer at the addresses specified on the Cover Page of this Subcontract. 3.20 PROVISIONS INCORPORATED BY REFERENCE Some of the clauses incorporated by reference elsewhere in this Subcontract are normally applicable to cost- reimbursement subcontracts. To the maximum extent that they may apply to this Subcontract, the Subcontractor shall comply with all the applicable Prime Contract provisions (Attachment C), FAR and AIDAR clauses, except those clauses specifically not applicable to the Subcontract (Attachment D). The full text of any applicable clause will be made available to the Subcontractor upon request. Clauses incorporated by reference have the same force and effect as if they were given in full text. IN WITNESS WHEREOF, the parties have caused this subcontract to be duly signed and executed with the intention of becoming legally bound thereby. FOR ABT ASSOCIATES INC. BY: John S. Tilney, Jr. (Typed Name) TITLE: Managing Vice President DATE: February 8, 1996 217 FOR NIZNIY NOVGOROD BRANCH OF INKOMBANK BY: (Typed Name) TITLE: DATE: February 8, 1996 218 Sample Bank-Subcontract Modification : SUBCONTRACT MODIFICATION NO. 1 ISSUED BY: Abt Associates Inc. 55 Wheeler Street Cambridge, MA 02138 U.S.A. Fax: 617/495-5427 SUBCONTRACTOR: Nizhniy Novgorod Branch of Inkombank Varvarskaya 32 603002 Nizhniy Novgorod, Russia Fax: 831-342-64-79 PRIME CONTRACT: USAID CCN-0008-C-00-4093-00 The above-referenced subcontract signed by Abt Associate Inc. on February 10, 1995 is amended as follows in order to: (1) expand the scope of work; (2) add a new firm fixed unit price; and (3) extend the period of performance. 1. Article 1.1. (PURPOSE AND STATEMENT OF WORK) is amended by the following task: "Subcontractor shall visit each unit purchased under the program to determine whether the officer has moved into the unit and when the officer occupied that unit. Additionally, the Subcontractor shall verify the officer's name and whether the officer is currently employed. Subcontractor shall accurately record the data provided by the respondents; however, the Subcontractor shall not bear responsibility for the accuracy of the statements made by the respondents. Inspections shall commence within one week of the effective date of this amendment or one month after any individual officer has closed on the unit provided by the Program, whichever is later. The subcontractor shall continue to visit unoccupied units no less than once every 15 days. Subcontractor shall report to Abt the results of the work described herein on a weekly basis." 2. Article 1.2. UNIT FIRM FIXED PRICE) is amended by adding the following: "In consideration for the complete and satisfactory provision of Subcontractor's services described in this amendment, Abt and the Subcontractor agree on the fixed price of $10,000." 3. Article 1.3 (INVOICES) is amended by adding the following: "Abt shall pay the Subcontractor in four equal installments of the total fixed price of this task, regardless of whether some units remain unoccupied as of December 31, 1995. The Subcontractor may submit the first invoice when move-ins for the first 25 percent of the officers have been verified and reported to Abt. The second and third invoices may be submitted when move-ins for the second and third 25 percent, respectively, are verified. The final payment shall be made February 8, 1996 219 either when the remaining move-ins have been verified or on December 31, 1995, whichever is earlier provided that the Subcontractor continues to visit currently unoccupied units on a bi-weekly basis through December 31, 1995." 4. Article 1.6 (PERIOD AND PLACE OF PERFORMANCE/SUBCONTRACT TERM) is amended by deleting the end date and inserting in place thereof the following: "December 31, 1995" All other provisions of the Subcontract remain unchanged and in full force. IN WITNESS WHEREOF, the parties have caused this Subcontract Modification to be duly signed and executed with the intent of becoming legally bound thereby. FOR Abt Associates Inc. FOR Nizhniy Novgorod Branch of Inkombank BY____________________ BY____________________ (Authorized Signature) (Authorized Signature) John S. Tilney, Jr (Typed Name) (Typed Name) DATE:_________________ DATE: Download 4.9 Kb. Do'stlaringiz bilan baham: |
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