CHANGES (DECEMBER 1970)

(a) The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make changes, within the general scope of this contract, in any one or more of the following: (1) Statement of work or services, (2) drawings, designs, or specifications, (3) method of shipment or packing, (4) place of inspection, delivery, or acceptance, and (5) the amount of logistic support and property of the United States or Cooperating Government to be furnished or made available to the Contractor for performance of this contract. If any such change causes an increase or decrease in the estimated cost of, or the time required for performance of this contract, or otherwise affects any other provision of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (1) in the estimated cost of delivery schedule, or both, (2) in the amount of any fee to be paid to the Contractor, and (3) in such other provisions of the contract as may be so affected, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within sixty (60) 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 clause of this contract entitled "Disputes". However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(b) If this contract is executed by an A.I.D./Washington Contracting Officer, valid change orders may be issued only by an A.I.D./Washington Contracting Officer, or such other person as he may in writing designate for such purpose.

(a) United States travel. The Contractor shall be reimbursed for actual transportation costs and travel allowances of travelers in accordance with the established practice of the Contractor for travel within the United States directly referable to the contract and not continuous with travel to and from the Cooperating Country. Such transportation costs shall not be reimbursed in an amount greater than the cost of, and time required for economy class commercial scheduled air travel by the most expeditious route unless economy air travel or economy air travel space are not available and the Contractor certifies to the facts in the voucher or other documents retained as part of his contract records to support his claim for post-audit. Such travel allowances shall be in accordance with the established practice of the Contractor for travel within the United States provided that it shall not exceed the rates and basis for computation of such rates as provided in the Standardized Government Travel Regulations, as from time to time amended.

(b) Actual expense basis. Travel on an actual expense basis may be authorized or approved by the Contractor's Chief Executive Officer, or equivalent official, when it is determined that unusual circumstances of the assignment will require expenditures greatly in excess of the maximum per diem allowance provided herein. Payment on an actual expense basis is limited to specific travel assignments and should be used only in exceptional cases and not merely to cover a small amount of costs in excess of per diem. Normally the authorization will be limited to cases where the cost of lodging

(exclusive of meals) at available hotels absorbs practically all of the per diem allowance. In no event, however, shall the amount authorized exceed the applicable maximum amount allowable under section 7.2 of the Standardized Government Travel Regulations, as from time to time amended. Receipts covering all expenses claimed hereunder shall be filed by the traveler with his voucher and shall be retained as a part of the Contractor's records to support the Contractor's claim for reimbursement, or for post audit.

[37 FR 3804, Feb. 23, 1972, as amended at 38 FR 28672, Oct. 16, 1973]

STANDARDS OF WORK (DECEMBER 1970) The Contractor agrees that the performance of work and services, pursuant to the requirements of this contract, shall conform to high professional standards.

§ 7-7.5001-7 Inspection.

INSPECTION (DECEMBER 1970)

The Government, through any authorized representatives, has the right at all reasonable times, to inspect, or otherwise evaluate the work performed or being performed hereunder and the premises in which it is being performed. If any inspection or evaluation is made by the Government on the premises of the Contractor or a subcontractor, the Contractor shall provide and shall require his subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the Government representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work.

§ 7-7.5001-8 Limitation of cost.

LIMITATION OF COST (DECEMBER 1970)

(a) It is estimated that the total cost to the Government, exclusive of fixed fee, for the performance of this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule, and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to believe that the cost which he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the estimated cost then set forth in the Schedule or if at any time, the Contractor has reason to believe that the total cost to the Government, exclusive of any fixed fee, for the performance of this contract will be substantially greater or less than the then estimated cost thereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of this contract.

(b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Contracting Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be allowable to the same extent as if such costs had been incurred after such increase in estimated cost.

§ 7-7.5001-9 Allowable cost, fixed fee and payment.

ALLOWABLE COST, FIXED FEE AND PAYMENT (SEPTEMBER 1974)

(a) For the performance of this contract, the Government shall pay to the Contractor:

(1) The cost thereof (hereinafter referred to as "allowable cost") determined by the Contracting Officer to be allowable in accordance with:

(1) Subpart 1-15.2 (Principles and Procedures for Use in Cost Reimbursement Type Supply and Research Contracts with Commercial Organizations) of the Federal Procurement Regulations as in effect on the date of this contract; and

(11) The terms of this contract; and

(2) Such fixed fee, if any, as may be provided for the Schedule.

(b) Once each month (or at more frequent intervals, if approved by the paying office indicated on the Cover Page), the Contractor may submit to such office Voucher Form SF-1034 (original) and SF-1034(a) three copies, each voucher identified by the appropriate A.I.D. contract number properly executed, in the amount of dollar expenditures made during the period covered, which voucher forms shall be supported by:

(1) Original and two copies of a certified fiscal report rendered by the Contractor in the form and manner satisfactory to A.I.D. substantially as follows:

(2) The fiscal report shall include a certification signed by an authorized representative of the Contractor as follows:

The undersigned hereby certifies: (1) That payment of the sum claimed under the cited contract is proper and due and that appropriate refund to A.I.D. will be made promptly upon request of A.I.D. in the event of nonperformance, in whole or in part, under the contract or for any breach of the terms of the contract, (2) that information on the fiscal report is correct and such detailed supporting information as A.I.D. may require will be furnished at the Contractor's home office or base office as appropriate promptly to A.I.D. on request and (3) that all requirements called for by the contract to the date of this certification have been met.

By
Title

Date___

(3) In certain cases, the Contracting Officer may require the Contractor to submit, in lieu of the certified fiscal report required in subparagraph (b) (1) above, detailed documentation in support of Contractor requests for reimbursement. However, such detalled documentation shall be submitted in support of Contractor requests for reimbursement under all contracts in which the total contract amount is $50,000 or less, and may be required by the Contracting Officer under contracts in which the total contract amount is in excess of $50,000; provided, however, that if the Contractor has a contract in excess of $50,000 for which a fiscal report is required, then all contracts which he may have shall be supported in the same manner. The detailed documentation shall include the following:

(1) Copy of Contractor's payroll indicating names, pay rates and pay periods with regard to salaries, fees and any related allowances paid Contractor's employees and consultants.

(11) Statement of itinerary and originals or copies of carriers' receipts for employee's and dependents' transportation costs. Travel allowances must be stated separately.

(111) Receipted supplier's invoices for cost of commodities, equipment and supplies, insurance and other items. Invoices must show quantity, description and price (less applicable discounts and purchasing agents commission). Individual transactions under $100.00 may be supported by an itemized listing containing the numbers of the Contractor's checks used to make payment. Delivery of supplies and equipment to appropriate destination must be supported by copy or photostat of bill of lading, airways bill or parcel post receipt. Voucher SF-1034 or SF1036, as appropriate, must state whether or not items procured by Contractor were procured through advertising.

(iv) Receipted invoice of transporter showing name of vessel, flag and transportation charge for transportation of supplies

or equipment, plus copy or photostat of ocean or charter party bill of lading or airway bill if applicable. No invoice is required if the bill of lading contains all the required information.

(4) The Contractor shall submit a vendor's invoice or photostat covering each transaction for procurement of commodities, supplies or equipment totaling in excess of $2,500 appropriately detailed as to quantity, description and price for each individual item of equipment purchased.

(5) The Contractor shall submit a Supplier's Certificate, A.I.D. Form 282, in triplicate, executed by the vendor for each transaction in excess of $2,500.

(c) Promptly after receipt of each voucher and statement of dollar cost, the Government shall, except as otherwise provided in this contract, subject to the provisions of (d) below, make payment thereon as approved by the paying office indicated on the Cover Page. Payment of the fixed fee, if any, shall be made to the Contractor as specified in the Schedule; provided, however, that after payment of eighty-five percent (85%) of the fixed fee set forth in the Schedule, further payment on account of the fixed fee shall be withheld until a reserve of either fifteen percent (15%) of the total fixed fee, or one hundred thousand dollars ($100,000), whichever is less, shall have been set aside.

(d) At any time or times prior to final payment under this contract, the Contracting Officer may have the vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction for amounts included in the related voucher which are found by the Contracting Officer on the basis of such audit, not to constitute allowable cost. Any payment may be reduced for overpayments, or increased for underpayments, on preceding vouchers.

(e) On receipt and approval of the voucher designated by the Contractor as the “final voucher" (which is to be submitted on Form SF-1034 (original) and SF-1034(a) in three copies and supported by:

(1) Original and two copies of a certified fiscal report rendered by the Contractor as in (b) (1) and (2) above;

(2) Vendor's invoices as in (b)(3) or (b) (4) above;

(3) Supplier's Certificate as in (b) (5) above; and

(4) Refund check for the balance of funds if any remaining on hand and not obligated by the Contractor), and upon compliance by the Contractor with all provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f), (g) and (h) below), the Government shall promptly pay to the Contractor any balance of allowable dollar cost, and any part of the fixed fee, which has been withheld pursuant to (d) above or otherwise not paid to the Contractor. The completion voucher shall be submitted by the Contractor promptly following completion of the work under this contract but

in no event later than one hundred and twenty (120) days (or such longer period as the Contracting Officer may in his discretion approve in writing) from the date of such completion.

(f) Documentation for mission. When submitting Voucher Form SF-1034 to the Paying Office listed on the Cover Page of this contract, the Contractor shall at the same time airmail to the Mission Controller one copy of vendor's invoices for all items of commodities, equipment and supplies (except magazines, pamphlets and newspapers) procured and shipped overseas and for which the cost is reimbursable under this contract. (For items shipped from Contractor's stocks where vendor's invoices are not available, a copy of the documents used for posting to Contractor's account shall be furnished.)

(g) The Contractor agrees that all approvals of the Mission Director and the Contracting Officer which are required by the provisions of this contract shall be preserved and made available as part of the Contractor's records which are required to be preserved and made available by the Clauses of this contract entitled "Examination of Records by Comptroller General" and "Audit and Records".

(h) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor or any assignee under this contract shall be paid by the Contractor to the Government to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract. Reasonable expenses incurred by the Contractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver an assignment and a release using A.I.D. Forms 1420-40 or 1420-44, as appropriate, as required in AIDPR 7-16.851.

(1) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(2) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(1) Specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor;

(11) Claims, together with reasonable expenses incidental thereto, based upon

liabilities of the Contractor to third parties arising out of the performance of this contract; provided that such claims are not known to the Contractor on the date of the execution of the release; and provided further that the Contractor gives notice of such claims in writing to the Contracting Officer not more than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier; and

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of his indemnification of the Government against patent liability), including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents.

(1) Any dollar cost incurred by the Contractor under the terms of this contract which would constitute allowable cost under the provisions of this clause shall be included in determining the amount payable under this contract, notwithstanding any provisions contained in the specifications or other documents incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at his expense or without cost to the Government.

[37 FR 3804, Feb. 23, 1972, as amended at 38 FR 28672, Oct. 16, 1973; 39 FR 21129, June 19, 1974]

§ 7-7.5001-10 Negotiated

rates.

overhead

NEGOTIATED OVERHEAD RATES (Nov. 1973)

(a) Notwithstanding the provisions of the clause of this Contract entitled "Allowable Cost, Fixed Fee, and Payment", the allowable indirect costs under this Contract shall be obtained by applying negotiated overhead rates to bases agreed upon by the parties, as specified below.

(b) The Contractor, as soon as possible but not later than ninety (90) days after the close of each of his fiscal years during the term of this Contract, shall submit to the Contracting Officer with copies to the cognizant audit activity, the A.I.D. Auditor General, and the A.I.D. Overhead and Special Cost Branch, a proposed final overhead rate or rates for that period based on the Contractor's actual cost experience during that period, together with supporting cost data. Negotiation of final overhead rates by the Contractor and the Contracting Officer shall be undertaken as promptly as practicable after receipt of the Contractor's proposal.

(c) Allowability of costs and acceptability of cost allocation methods shall be

determined in accordance with Subpart 1-15.2 (Principles and Procedures for Use in Cost-Reimbursement Type Supply and Research Contracts with Commercial Organizations) of the Federal Procurement Regulations as in effect on the date of this Contract.

(d) The Results of each negotiation shall be set forth in a written overhead rate agreement, executed by both parties. Such agreement is automatically incorporated in this Contract upon execution and shall specify (1) the agreed final rates, (2) the bases to which the rates apply, (3) the periods for which the rates apply, and (4) the items treated as direct costs. The overhead rate agreement shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this Contract.

(e) Pending establishment of final overhead rates for any period, the Contractor shall be reimbursed either at negotiated provisional rates as provided in the Contract or at billing rates acceptable to the Contracting Officer, subject to appropriate adjustment when the final rates for that period are established. To prevent substantial over or under payment, and to apply either retroactively or prospectively, (1) provisional rates may, at the request of either party be revised by mutual agreement, and (2) billing rates may be adjusted at any time by the Contracting Officer. Any such revisions of negotiated provisional rates specified in the Contract shall be set forth in a modification to this Contract.

(f) Any failure by the parties to agree on any final rate or rates under this clause shall be considered a dispute within the meaning of the "Disputes" clause of this contract and shall be disposed of in accordance therewith. [38 FR 28672, Oct. 16, 1973]

§ 7-7.5001-11 Assignment of claims.

ASSIGNMENT OF CLAIMS (DECEMBER 1970) (a) Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), if this contract provides for payments aggregating $1,000 or more, claims for monies due or to become due the Contractor from the Government under this contract may be assigned to a bank, trust company, or other financing institution, including any Federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any such assignment or reassignment shall cover all dollar amounts payable under

this contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing.

(b) In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked "Top Secret," "Secret," or "Confidential" be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive the same. However, a copy of any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorization of the Contracting Officer.

Insert the clause set forth in FPR 1-3.814-3 (a).

§ 7-7.5001-16 Reports.

REPORTS (DECEMBER 1971)

(a) Unless otherwise provided in the Schedule of this contract, the Contractor shall prepare and submit to the Contracting Officer three (3) copies of a semi-annual report which shall include the following:

(1) A substantive report covering the status of the work under the Contract, indicat

ing progress made with respect thereto, setting forth plans for the ensuing period, including recommendations covering the current needs in the fields of activity covered under the terms of this contract.

(2) An administrative report covering expenditures and personnel employed under the contract.

(b) Contractor shall prepare and submit to the Contracting Officer such other report as may be specified in the Schedule.

(c) Unless otherwise provided in the schedule of this contract, at the conclusion of the work hereunder, the Contractor shall prepare and submit to the Contracting Officer three (3) copies of a final report which sum