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| Modifications to the General Provisions and FAR, DFARS and NASA Provisions for Government Time and Material and Labor Hour Contracts |
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| Modifications to the General Provisions and FAR, DFARS and NASA Provisions for Government Time and Material and Labor Hour Contracts |
32. QUALIFICATIONS OF PERSONNEL
42. PERSONAL INJURY OR PROPERTY
DAMAGE
Section II, General Provisions and FAR, DFARS,
and NASA Provisions for Government Fixed Price Contractsare applicable to this procurement with the following
modifications. These modifications are additions to the General Provisions in
Section II.
32. QUALIFICATIONS OF
PERSONNEL (Additional provision):
Seller shall employ only qualified and
competent persons in the performance of this Contract, shall assign personnel
satisfactory to MDHS, shall perform the work in accordance with the highest
standards, and shall effect completion of each assigned task on or before the
date specified, if any. At any time and for any reason, MDHS may require Seller
to withdraw the services of any person and, in addition, require that Seller
promptly provide replacements for such persons satisfactory to MDHS. In
addition to the other indemnification provisions within this Contract, Seller
specifically agrees to indemnify and hold harmless MDHS, from and against any
liabilities, claims charges, or suits for alleged losses, costs, damages or
expenses arising from MDHS's exercise of its rights under this Article 32.
33. MATERIAL (Additional
provision):
Material supplied under this Contract will be
paid at Seller's cost without overhead or profit in accordance with FAR 52.232-7
(Payments Under Time-and-Materials and Labor-Hour Contracts) in effect as of the
date of this Contract.
34. ETHICAL PRACTICES
(Additional provision):
(A) Seller agrees to instruct all of its
employees as to the confidential nature of their conditions of employment,
including but not limited to compensation and benefits, and that statements
regarding these conditions are not be to made at any time to employees of MDHS.
(B) Seller understands that the personnel it
provides pursuant to this Contract may be assigned work which affords access to
the trade secrets or other proprietary information of MDHS. Seller, therefore,
agrees that it will not require its personnel provided to reveal to or discuss
with Seller the detail of their assignment with MDHS except when such disclosure
is required for Seller's performance of this Contract.
(C) Seller agrees that it will not, during the
existence of this Contract, induce or attempt to induce any employees of MDHS,
or any employees of companies under contract with MDHS, to leave their present
employment and become employees of Seller or any related entity.
35. TIMEKEEPING (Additional
provision):
(A) Throughout the period of performance of
this Contract, Seller shall maintain a timekeeping system, satisfactory to MDHS,
sufficient to reflect properly the hours worked by each of Seller's employees
and the nature of the work performed.
(B) OVERTIME HOURS. Overtime hours shall mean
those hours worked in excess of forty (40) hours during the Seller's standard
workweek. All such overtime must have the prior approval of MDHS's Purchasing
Representative.
36. HOLIDAYS AND VACATIONS
(Additional provision):
MDHS shall not be obligated to make any
payments to Seller for days designated by MDHS as holidays or shutdown periods,
except for authorized work performed thereon. Seller's personnel working at
MDHS facilities shall arrange any earned vacation time periods with their MDHS
Supervisor.
37. PAYMENT (Additional
provision):
(A) Seller shall submit all invoices in
duplicate to MDHS's Purchasing Representative. All shipping costs and federal
manufacturers and retailers' excise and state or local sales or use taxes, when
applicable, must be billed as separate items on Seller's invoices. Any and all
tax exemption certificates shall be accepted by Seller. Upon receipt of an
accurate and properly executed invoice, MDHS will pay Seller for the labor
performed at the rates specified in this Contract. Such rates include all
wages, overhead, general and administrative expenses and all other direct or
indirect costs and profit to be recovered or charged by Seller under this
Contract. Average straight time wages paid by Seller to its employees utilized
in performance hereof shall not be less than the minimum wage of each
appropriate labor classification set forth in this Contract. Seller shall pay
promptly, when due, all claims by Seller's personnel for services relating to
the work.
(B) Invoices for reimbursement of the cost of
transportation furnished by Seller shall be paid only if authorized herein and
supported by documentary evidence satisfactory to MDHS.
(C) MDHS shall be liable for payment of
overtime if specifically authorized in writing in advance by MDHS and for
premium rates on such overtime if premium rates are set forth herein.
(D) Invoices for reimbursement of the cost of
material purchased or supplied by Seller will be paid at the actual cost
expended.
38. LIMITATION ON PAYMENTS
(Additional provision):
(A) Seller will include in each price
redetermination or incentive price revision subcontract the substance of the
following clauses, whichever is applicable, in effect on the date of this
Contract. In each of the following clauses, "Contractor" means
Seller.
(1) FAR 52.216-5 Price Redetermination -
Prospective, paragraphs (h) and (i), modified as required by subparagraph (i)
(1);
(2) FAR 52.216-6 Price Redetermination -
Retroactive, paragraphs (g) and (h), modified as required by subparagraph (h)
(1);
(B) Seller will include the substance of this Article in each time and material subcontract, modified to reflect the subcontractor's position as seller.
39. RECORDS AND AUDIT
(Additional provision):
(A) Seller shall maintain detailed, complete
and accurate records of labor furnished in connection with performance, and MDHS
shall be permitted to inspect and audit such records at all reasonable times.
(B) At any time before final payment under
this Contract, except as otherwise provided in FAR 52.215-2 (Audit -
Negotiation), MDHS may request audit of the invoices and substantiating material
or documents. Each payment previously made shall be subject to MDHS not being
properly paid and shall also be subject to reduction for overpayments or to
increase for underpayments. Upon receipt and approval of the voucher or invoice
designated by Seller as the "completion invoice" and substantiating
material, and upon compliance by Seller with all terms of this Contract
(including, without limitation, terms relating to patents), MDHS shall promptly
pay any balance due Seller. The completion invoice and substantiating material,
shall be submitted by Seller as promptly as practicable following completion of
the work under this Contract.
40. INSURANCE (Additional
provision):
Seller shall maintain worker's compensation
and comprehensive general liability insurance coverage including products
liability and completed operations in the form, amounts, and with carriers
satisfactory to MDHS. Seller shall submit Certificates of Insurance indicating
MDHS as an additional insured on request or submit for inspection any such
policies to MDHS.
41. INDEPENDENT CONTRACTOR
(Additional provision):
Seller is an independent contractor for all purposes. In no event shall Seller, its agents, representatives, or personnel that it supplies to MDHS under this Contract be deemed to be employees of MDHS. Seller's employees shall be paid exclusively by Seller for all services performed and Seller shall be responsible for and shall actually comply with all requirements and obligations relating to such employees under local, state or federal law, (or foreign law as applicable) including but not limited to minimum wage, social security, unemployment insurance, state and federal income tax, and worker's compensation. MDHS has no responsibility for withholding any portion of salary or wages due employees of Seller to comply with any of the aforementioned taxes or obligations.
42. PERSONAL INJURY OR
PROPERTY DAMAGE (Additional provision):
Seller will indemnify and hold harmless MDHS,
its Officers, Agents, Subcontractors and employees from and against any and all
loss, damage, cost and expense to MDHS because of death or injury to any persons
including employees, agents or representatives and to third persons, or because
of damage to property of MDHS or Seller which arose directly or indirectly by
virtue of this Purchase Order and resulting from Seller's sole or joint
negligence.
43. ACCESS TO PLANT PROPERTY
(Additional provision):
Seller shall comply with all the rules and regulations established by MDHS for access to and activities in and around MDHS's plants and properties.
44. CONTROLS (Additional
provision):
(A) Seller shall maintain careful records in
such a manner as to be able to determine at all times the exact current balance
of the not-to-exceed funds in this Contract. If at any time Seller has reason
to believe that the applicable payments which will accrue in the performance of
this Contract in the next succeeding thirty (30) calendar days, when added to
all other payments and costs previously accrued, will exceed seventy-five
percent (75%) of the not-to-exceed price then set forth, Seller shall give
written notice to MDHS to that effect.
(B) MDHS shall not be obligated to pay Seller any amount in excess of the not-to-exceed price set forth in this Contract, and Seller shall not be obligated to continue performance if to do so would exceed the price, unless and until MDHS shall have notified Seller in writing that such not-to-exceed price has been increased and shall have specified in such notice a revised not-to-exceed amount which shall thereupon constitute the maximum not-to-exceed price for performance of this Contract. When and to the extend that the not-to-exceed price set forth has been increased, any time expended and authorized costs incurred by Seller in excess of the not-to-exceed price prior to the increase shall be allowable to the same extent as if such time expended and costs incurred had been after such increase.