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. [38 FR 15602, June 14, 1973, as amended at 38 FR 28675, Oct. 16, 1973; 39 FR 21132, June 19, 1974] § 7-7.5501-9 Negotiated rates-postdetermined. overhead NEGOTIATED OVERHEAD RATES-POST- (a) Notwithstanding the provisions of the clause of this contract entitled "Allowable Cost 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 6 months 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 AID Auditor General, and the AID Overhead and Special Cost Branch, a proposed final overhead rate or rates for the 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 cost and acceptability of cost allocation methods shall be determined in accordance with subpart 1-15.3 (Principles for Determining Costs Applicable to Research and Development Under Grants and Contracts With Educational Institutions) 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 underpayment, 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 15602, June 14, 1973, as amended at 38 FR 28675, Oct. 16, 1973] § 7-7.5501-10 Limitation of funds. LIMITATION OF FUNDS (JUNE 1973) (a) It is estimated that the cost to the Government 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. (b) The amount presently available for payment and allotted to this contract, the items covered thereby, and the period of performance which it is estimated the allotted amount will cover, are specified in the schedule. It is contemplated that from time to time additional funds will be allotted to this contract up to the full estimated cost set forth in the schedule. The contractor agrees to perform or have performed work on this contract up to the point at which the total amount paid and payable by the Government pursuant to the terms of this contract approximates but does not exceed the total amount actually allotted to the contract. (c) If at any time the contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding 60 days, when added to all costs previously incurred, will exceed 75 percent of the total amount then allotted to the contract, the contractor shall notify the Contracting Officer in writing to that effect. The notice shall state the estimated amount of additional funds required to continue performance for the period set forth in the schedule. Sixty days prior to the end of the period specified in the schedule the contractor will advise the Contracting Officer in writing as to the estimated amount of additional funds, if any, that will be required for the timely performance of the work under the contract or for such further period as may be specified in the schedule or otherwise agreed to by the parties. If, after such notification, additional funds are not alloted by the end of the period set forth in the schedule or an agreed date substituted therefor, the Contracting Officer will, upon written request by the contractor, terminate this contract pursuant to the provisions of the "Termination for Convenience of the Government" clause on such date. If the contractor, in the exercise of his reasonable judgment, estimates that the funds available will allow him to continue to discharge its obligations hereunder for a period extending beyond such date, it shall specify the later date in its request and the Contracting Officer, in his discretion, may terminate this contract on that later date. (d) Except as required by other provisions of this contract specifically citing and stated to be an exception from this clause, the Government shall not be obligated to reimburse the contractor for costs incurred in excess of the total amount from time to time allotted to the contract, and the contractor shall not be obligated to continue performance under the contract (including actions under the "Termination for Convenience of the Government" clause) or otherwise to incur costs in excess of the amount allotted to the contract, unless and until the Contracting Officer has notified the contractor in writing that such allotted amount has been increased and has specified in such notice an increased amount constituting the total amount then allotted to the contract. To the extent the amount allotted exceeds the estimated cost set forth in the schedule, such estimated cost shall be correspondingly increased. No notice, communication, or representation in any other form or from any person other than the Contracting Officer shall affect the amount allotted to this contract. In the absence of the specified notice, the Government shall not be obligated to reimburse the contractor for any costs in excess of the total amount then allotted to the contract. whether those excess costs were incurred during the course of the contract or as a result of termination. When and to the extent that the amount allotted to the contract has been increased, any costs incurred by the contractor in excess of the amount previously allotted shall be allowable to the same extent as if such costs had been incurred after such increase in the amount allotted; unless the Contracting Officer issues a termination or other notice and directs that the increase is solely for the purpose of covering termination or other specified expenses. (e) Change orders issued pursuant to the "changes" clause, if any, of this contract shall not be considered an authorization to the contractor to exceed the amount allotted in the schedule in the absence of a statement in the change order, or other contract modification, increasing the amount allotted. (f) Nothing in this clause shall affect the right of the Government to terminate this contract. In the event this contract is terminated, the Government and the contractor shall negotiate an equitable distribution of all property produced or purchased under the contract based upon the share of cost incurred by each. § 7-7.5501-11 Examination of records by Comptroller General. Insert the clause set forth in FPR 1-7.103-3. [38 FR 15602, June 14, 1973, as amended at 38 FR 28675, Oct. 16, 1973] § 7-7.5501-12 Audit and Records. Insert the clause set forth in FPR-13.814-2(a) under the conditions prescribed therein. [39 FR 21132, June 19, 1974] § 7-7.5501-13 Reports. REPORTS (JUNE 1973) (a) Unless otherwise provided in the schedule of this contract, the contractor shall prepare and submit to the Contracting Officer three copies, and the Mission four copies, of a semiannual report, within 45 days following the end of the period being covered, which shall include the following: (1) A substantive report covering the status of the work under the contract, indicating 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, foreign country national trainees, and personnel employed under the contract. (b) Contractor shall prepare and submit to the Contracting Officer such other reports 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 copies, and to the Mission four copies, of a final report which summarizes the accomplishments of the assignment, methods of work used and recommendations regarding unfinished work and/or program continuation. The final report shall be submitted within 60 days after completion of the work hereunder unless required date of submission is extended by the Contracting Officer. (d) Contractor shall submit two copies of each report required by paragraphs (a) (1), (b), and (c) of this section or any other report of a technical nature required by the schedule to the AID Reference Center, Agency for International Development, Washington, D.C. 20523. The title page of all reports forwarded to the A.I.D. Reference Center, pursuant to this paragraph (d) shall include the contract number, project number and project title as set forth in the schedule of this contract. (e) In preparing reports the Contractor shall refrain from using elaborate art work, multicolor printing and expensive paper and binding, unless it is specifically authorized in the Schedule. Wherever possible, pages should be printed on both sides using single spaced type. [38 FR 15602, June 14, 1973, as amended at 38 FR 28675, Oct. 16, 1973] ities pertinent to the program shall be reimbursed hereunder. Graduate students may be retained by the contractor to assist in such research. § 7-7.5501-15 Training of foreign country nationals. TRAINING OF FOREIGN COUNTRY NATIONALS (JUNE 1973) (a) To the extent foreign country national training is authorized in the operational plan (app. A), the contractor shall be reimbursed for the following reasonable and allocable costs incurred in providing training and observation to participants in the United States or other approved location: (1) Customary tuition and fees of the institution in which the training takes place, as published in catalogs and announcements. (2) Typing of papers and allowances for required textbooks, the titles of which will be approved by the contractor. (3) Travel within the United States or other countries (other than the country of the participant) as approved by the contractor, including the cost of travel from port of entry into the United States to contractor's campus and from the contractor's campus to port of embarkation from the United States. (4) Subsistence while in the United States or in third countries not to exceed maximum AID rates established in the applicable AID manual orders, furnished to the contractor, as from time to time amended. (5) Other direct costs authorized in the operational plan or otherwise determined by the Contracting Officer to be allowable in accordance with the general provisions clause of this contract entitled "Allowable Cost and Payment". (b) (1) No charge for international transportation or for health and accident insurance for participants while in the United States will be made against this contract unless otherwise specified in the schedule or approved in writing by the Contracting Officer. (2) The Contractor shall prepare and submit to the A.I.D. Office of International Training (SER/IT), three (3) copies of form A.I.D. 1380-9, "Monthly Report of Participants under Contract", on the last day of each month. On the basis of report, SER/IT will provide coverage and pay premiums under the A.I.D. Health and Accident Insurance Program. (c) For participants assigned to the contractor for whom specifically designed courses not otherwise covered in paragraph (a)(1) of this section are authorized, the contractor shall be paid the following in lieu of that authorized in paragraph (a)(1) of this section: (1) For not exceeding 20 instructional days (days on which such courses are scheduled to meet) : (i) One participant: $65 for first day and $25 for each additional day. (ii) More than one participant: For first day, $65 for first participant and $15 for each additional participant. For each additional day, $15 for each participant. (2) For more than 20 instructional days: The contractor shall submit a proposal including supporting cost and pricing data to the Contracting Officer for approval. (d) The contractor shall prepare and submit to the Office of International Training a nonobligating Project Implementation Order/Participant, AID form 1380-1, and Participant Biographical Data, AID form 1380-2, on all participants trained under this contract, either in the United States or third country. [38 FR 15602, June 14, 1973, as amended at 38 FR 28675, Oct. 16, 1973] § 7-7.5501-16 Source requirements of procurement of equipment, vehicles, materials, supplies, and services. Insert the clause set forth in AIDPR 7-7.5001-17. § 7-7.5501-17 Subcontracts and purchase orders. Insert the clause set forth in AIDPR 7-7.5001-18. § 7-7.5501-18 Title to and care of property. Insert the clause set forth in AIDPR 7-13.705. ate action to be taken, which might include, but not limited to, modification of the contract or its termination in whole or part pursuant to the general provisions clause of the contract entitled "Termination for Convenience of the Government." Failure of the parties to agree on the existence of such circumstances and consequent refusal of the Government to terminate after receipt of a specific written request to do so will be a dispute concerning a question of fact within the meaning of the general provision clause of the contract entitled "Disputes." Termination for conven ience of the government. Insert the clause set forth in FPR 18.704-1 and the following paragraph (i): (i) With regard to paragraph (e) above, in the event that this contract is terminated by A.I.D. or in the event that an employee's services are terminated by the Contractor at the request of A.I.D. for reasons other than misconduct, Contractor will be reimbursed for salary payments (excluding overseas incentive, differential and allowances, if any) to employees to the extent such payments are reasonable and to the extent Contractor is liable to make such payments under its agreements with such employees, subject to the following: (1) The employee is not otherwise gainfully employed or, if gainfully employed, but at a lesser compensation, payments will be made to equalize the difference between such lesser compensation and the employee's salary (excluding overseas incentive, differential and allowances, if any); and (2) Such payments shall not extend beyond the date the employee's contract would have expired, or 1 year from the date of the employee's termination, or the date on which this contract would have expired but for termination, whichever is earlier. (3) Contractor agrees to exert its best efforts to minimize costs under this provision, including the expeditious return of its employees to their points of origin in order to facilitate the employee in locating gainful employment. [38 FR 28675, Oct. 16, 1973] § 7-7.5501-22 Rights in data and publication. RIGHTS IN Data and PUBLICATION (a) Rights in data.-(1) The term "data" as used herein includes writings, software, electronic or punchcard stored data, models, sound recordings, pictorial reproductions, drawings, or other graphic representations, and works of any similar nature (whether or not copyrighted) which are developed or created in the course of the performance of this contract, or from materials or information acquired as a result of this contractor's activities hereunder. The term "data" does not include financial reports, cost analyses, and other information incidental to contract administration. The term "software" means any computer programs with supporting documentation and specifications necessary to produce desired outputs. The term excludes programs supplied by the hardware manufacturer. The term "model" in this context means formal, analytic structures which describe certain interrelated aspects of economic, social, or political behavior. The complete model shall include supporting information and equations which describe and explain basic structure and assumptions. "Subject data" is data whcih is specified to be delivered under this contract. (2) For copyright purposes, all subject data shall be the property of the Government. The contractor agrees not to assert any rights at common law or equity in subject data, nor to establish any claim to statutory copyright therein. (3) The contractor shall be responsible for assuring that no copyrighted matter is included in data furnished hereunder without the written permission of the copyright owner for the Government to use such copyrighted matter in the manner described in paragraph (a) (4) of this section. (4) The contractor agrees to grant and does hereby grant to the Government and its officers, agents, and employees acting within the scope of their official duties, a royalty-free, nonexclusive, and irrevocable license throughout the world to publish, translate, reproduce, deliver, perform, use, and dispose of, and to authorize others to do so, all data, whether or not now or hereafter covered by copyright. (5) Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. (6) Paragraphs (a) (3) and (4) of this section are not applicable to material furnished to the contractor by the Government and incorporated into data produced under the contract, provided such incorporated material is identified by the contractor at the time the data is furnished to the Government. (b) Publication of data.-(1) AID's policy with respect to publication, or release to parties other than those specifically authorized, of material gathered or developed under contracts with educational institutions is set forth in the statement of policy published in the FEDERAL REGISTER of May 14, 1973 (38 FR 12621), as revised. That policy is applicable to this contract. (2) Unless otherwise provided in the schedule, and subject to AID's prepublication review as hereinafter set forth, no permission or authorization from AID will be required prior to publication, release, or reproduction of any data. (3) No one employed under this contract will have access to classified material for performance of work under this contract; however, if, in its prepublication review, AID should discover that any classified material has inadvertently been included in a contract manuscript, it will notify the contractor, who agrees. that the identified material will not be published unless he can demonstrate that the material is available from unclassified sources. (c) Prepublication review.-The contractor agrees to allow AID the opportunity to review any data intended for publication and provide comments thereon, and agrees to give serious consideration to such comments prior to publication. The contractor shall deliver to AID a notice of intent to publish together with a copy of the proposed publication not later than the date of its submission to the publisher. AID reserves the right to disclaim endorsement of the opinions expressed in the proposed publication of subject data, and to dissociate itself from sponsorship or publication of any other data. In the event AID exercises its right to disclaim or dissociate |