Contract USRA-C-50086 ARTICLE V - Conflicts H & H represent that (1) its interests do not materially conflict with those of USRA, (2) it does not represent any client with respect to any matter materially in conflict with USRA, and (3) it shall not, during the period of this contract, engage in representation which so conflicts. This is a contract for professional services providing for payment of labor hours and expenses. H & H shall be paid at the rate of $15.00 per hour for paralegal staff members, $60.00 per hour for associates and $90.00 per hour for partners. H & H shall provide 30 days advance notice of any change in billing rates resulting from the elevation to partnership of any associate substantially involved in providing services under this contract. The rates include the charge for necessary administrative and regular secretarial time and normal office overhead expenses and supplies, for which no direct charges will be made. The rates provided herein, which are based on the rate structures for lawyers' services approved by the various reorganization courts, shall remain firm through December 31, 1975. On, or after January 1, 1976, and at reasonable intervals thereafter, if there has been a general increase in the relevant rates approved by reorganization courts, the Contracting Officer shall, if so requested in writing by H & H, reconsider the hourly rates under this contract. The Contracting Officer shall equitably adjust the rates, but only to the extent that an increase to those approved by the courts will result in charges not in excess of charges that would obtain if H & H were to bill USRA on the basis of their then current, actual rates customarily charged to their commercial clients. Direct expense items such as local transportation, messenger service, postage, telephone and telegraph, printing, photocopying and duplicating, overtime (for personnel other than lawyers) and travel shall be listed on invoices as separate charges at actual direct cost. It is understood and agreed that in connection with the foregoing all photocopy shall be billed at $.10 per copy to reflect direct cost and related overhead. H & H shall use, where scheduling permits, the xerox facilities of USRA for..duplicating work under this contract when substantial quantities are required. Contract USRA-C-50086 ARTICLE VII - Incremental Funding; Limitation of Costs This contract will be incrementally funded. In no event shall the ARTICLE VIII - Travel All reasonable and necessary transportation costs expended in connection with this contract shall be reimbursed. Contractor shall only be reimbursed economy class air rates, unless economy class accommodations were not available, and applicable vouchers shall be certified to that effect. Car rental is allowable under this contract if necessary for the performance of the work called for herein and reasonably convenient less expensive transportation is not available. Use of taxicabs is allowable for local travel. No foreign travel, except Canada, is authorized without the prior written approval of the Contracting Officer. H & H shall be paid promptly upon submission of proper invoices and acceptance by USRA, for the professional services furnished under this contract. The charges shall be computed on the basis of hourly rates for services actually performed, at the rates set forth in Article V, plus the expenses allowable thereunder. Invoices shall be submitted in triplicate no more than once a month to the address shown in Block #11 of the first page of this contract. Each invoice shall include a general description of the services for which payment is requested, all in accordance with paragraph (d) of Article II hereof. Each invoice shall include a certification that the services were rendered and that the amounts charged accord with the provisions of this contract. Contract USRA-C-50086 ARTICLE X - Privileged Information It is not anticipated that the performance of this contract will require the disclosure of privileged information to H & H other than information on facts which may be pertinent to particular issues in litigation, and information on litigation objectives, strategy and tactics which is customarily exchanged between a lawyer and his client. Any privileged information which comes to the attention of H & H in the course of representation under this contract shall not be disclosed in any manner without the written consent of USRA unless required in connection with H & H's representing USRA in any litigation. If any questions should arise as to what is, or is not, privileged information within the meaning of this Article, such questions shall be resolved between H & H and the USRA Office of General Counsel prior to any disclosure. ARTICLE XI Examination of Records by USRA and Comptroller General H & H agree that USRA and the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of three years after final payment under this contract, unless the parties shall agree to a shorter period, or unless a longer period is required by statute, have access to and the right to examine any directly pertinent books, documents, papers, and records of H & H involving services rendered and payments made under this contract. Any such period of access and examination of records which relate to (1) litigation or the settlement of claims arising out of the performance of this contract, or (2) costs and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until disposal of such litigation, claims, or exceptions. (a) H & H shall maintain books, records, documents, and other evidence and accounting procedures and practices, sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of this contract. The foregoing constitutes "records" for the purpose of this clause. Contract USRA-C-50086 (b) H&H's records pertinent to the performance of this contract, shall (c) Records which relate to (1) appeals under the "Disputes" clause ARTICLE XIII - Disputes (a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless within 30 days from the date of receipt of such copy, the Contractor mails or otherwise furnished to the Contracting Officer a written appeal addressed to the Chairman of the Board (USRA). Upon the submission of any appeal the Chairman of the Board shall refer the matter to an independent contract appeals board ("Appeals Board"). The decision of the Appeals Board 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. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision. (b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above: Provided, That nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law. is extended, is not extended. The above numbered solicitation is amended as set forth in block 12. The hour and date specified for receipt of Offers Offerors must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation, or as amended, by one of the following methods: (a) By signing and returning. -copies of this amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted, or (c) By separate letter or telegram which includes a reference to the solicitation ond omendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE ISSUING OFFICE PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If, by virtue of this amendment you desire to change on offer already submitted, such change may be made by telegrom or letter, provided such telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. 10. ACCOUNTING AND APPROPRIATION DATA (If required) 11. THIS BLOCK APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS (o)This Change Order is issued pursuant to (b) (c) Article VII Incremental Funding: Limitation of Costs The Changes set forth in block 12 are mode to the above numbered contract/order. The above numbered contract/order is modified to reflect the administrative changes (such as 'changes in paying office, appropriation data, etc.) set forth in block 12 I modifies the above numbered contract as set forth in block 12. 12. DESCRIPTION OF AMENDMENT/MODIFICATION In accordance with Article VII - Incremental Funding; Limitation of Except as pronded herein, all terms and conditions of the document referenced in black 8, os heretofore changed, remain unchanged and in full force and effect. |