ticipant(s) and PIO number, title of training program, exact dates of training or enrollment period and amount claimed therefor.

(b) For services of a Technical Leader, if authorized: name, salary rate, period of service, statement of travel itinerary, travel and transportation costs and allowances and the amount (by item) claimed therefor. All transportation claims shall be accompanied by carrier's receipts or other required evidence of payment.

(c) For transportation required and authorized in carrying out designated group training programs, all carrier claims shall be accompanied by receipts or other evidence of payment.

(d) For books, and training aids as specifiled in the applicable Task Order: Number and date of applicable task order and the Contractor's receipt appropriately detailed as to quantity, description and price.

(e) For all other services or items which may be specified under the applicable task order: A list of such services or items, amount of such service or item and basis for reimbursement claimed therefor.

(f) A certificate signed by an authorized representative of the Institution as follows: "The undersigned hereby certifies: (1) That payment of the sum claimed under the cited task order is proper and due and that appropriate refund to AID will be made promptly upon request of AID in the event of nonperformance, in whole or in part, under the task order or for any breach of the terms of the task order, (2) that information on the fiscal report is correct and such detailed supporting information as AID may require will be furnished on request, and (3) that all services called for by the task order to the date of this certification have been met.

(g) Where State law requires that the Institution retain all receipts or invoices the Institution may include a reference to such law and furnish, in lieu thereof, a detailed itemization of such receipts or invoices with payment indicated by the Institution's applicable check number.

§ 7-7.5201-8 Examination of records.

EXAMINATION OF RECORDS

(a) (1) The Contractor agrees to maintain books, records, documents, and other evidence pertaining to the costs and expenses of this contract (hereinafter collectively called the "records") to the extent and in such detail as will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this contract.

(2) The Contractor agrees to make available at the office of the Contractor at all

66-091-72-8

reasonable times during the period set forth in subparagraph (4) below any books, documents, papers, or records of the Contractor, that directly pertain to and involve transactions relating to this contract or subcontracts hereunder for inspection, audit or reproduction by any authorized representative of the Comptroller General.

(3) In the event the Comptroller General or any of his duly authorized representatives determines that his audit of the amounts reimbursed under this contract as transportation charges will be made at a place other than the office of the Contractor, the Contractor agrees to deliver, with the reimbursement voucher covering such charges or as may be otherwise specified within 2 years after reimbursement of charges covered by any such voucher, to such representative as may be designated for that purpose through the Office of the Controller of AID, Washington, D.C., such documentary evidence in support of transportation costs as may be required by the Comptroller General or any of his duly authorized representatives.

(4) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above, the Contractor shall preserve and make available his records (1) until expiration of 3 years after final payment under this contract or of the time periods specified in Part 1-20 of the Federal Procurement Regulations (40 CFR Part 1-20), whichever expires earlier; and (ii) for such longer period, if any, as is required by applicable statute, by any other clause of this contract, or by (I) or (II) below.

(I) If this contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of 3 years from the date of any resulting final settlement or of the time periods specified in Part 1-20 of the Federal Procurement Regulations (41 CFR Part 1-20), whichever expires earlier; and (II) Records which relate to (A) appeals under the Disputes clause of this contract, (B) litigation or the settlement of claims arising out of the performance of this contract, or (C) cost and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall be retained by the Contractor until such appeals, litigation, claims, or exceptions have been disposed of.

(5) Except for documentary evidence delivered pursuant to subparagraph (3) above, and the records described in subparagraph (4) (II) above, the Contractor may in fulfillment of his obligation to retain his records as required by this clause substitute photographs, microphotographs, or other authentic reproduction of such records, after the expiration of 2 years following the last day of the month of reimbursement to the Contractor of the invoice or voucher to which such records relate, unless a shorter period is authorized by the Contracting Officer with the concurrence of the Comptroller

General or his duly authorized representative.

(6) The provisions of this parag.aph (a), including this subparagraph (6), shall be applicable to and included in each subcontract hereunder which is on a cost, costplus-a-fixed-fee, time-and-material or laborhour basis.

(b) The Contractor further agrees to include in each of his subcontracts hereunder, other than those set forth in subparagraph (a) (6) above, a provision to the effect that the subcontractor agrees that the Comptroller General or any of his duly authorized representatives, shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods specified in Part 1-20 of the Federal Procurement Regulations (41 CFR Part 1-20) whichever expires earlier, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor that directly pertain to and involve transactions relating to the subcontract. The term "subcontract," as used in this paragraph (b) only, excludes (1) purchase orders not exceeding $2,500 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

§ 7-7.5201-9 Audit and records.

AUDIT AND RECORDS

(a) The Contractor 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 constitute "records" for the purposes of this clause.

(b) The Contractor's facilities, or such part thereof as may be engaged in the performance of this contract, and his records shall be subject at all reasonable times to inspection and audit by the Contracting Officer or his authorized representative.

(c) The Contractor shall preserve and

make available his records (1) until the expiration of 3 years from the date of final payment under this contract, and (2) for such longer period, if any, as it required by applicable statute, or by other clauses of this contract, or by (1) or (ii) below.

(1) If this contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of 3 years from the date of any resulting final settlement.

(ii) Records which relate to (A) appeals under the "Disputes" clause of this contract or (B) litigation or the settlement of claims arising out of the performance of this contract, shall be retained until such appeals, litigation, or claims have been disposed of.

(d) (1) The Contractor shall insert the substance this clause, including the whole of this paragraph (d), in each subcontract

hereunder that is not on a firm fixed-price basis.

(2) The Contractor shall insert the substance of the following clause in each firm fixed-price subcontract hereunder in excess of $100,000, except those subcontracts covered by subparagraph (3) below.

AUDIT

(a) For purposes of verifying that cost or pricing data submitted in conjunction with the negotiation of this contract or any contract change or other modification involving an amount in excess of $100,000 are accurate, complete, and current, the Contracting Officer or his authorized representative shall, until the expiration of 3 years from the date of final payment under this contract, have the right to examine those books, records, documents, and other supporting data which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein, which were available to the Contractor as of the date of execution of his Contractor's Certificate of Current Cost or Pricing Data.

(b) The Contractor agrees to insert the substance of this clause including this paragraph (b) in all subcontracts hereunder in excess of $100,000, where the price is not based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation.

(3) The Contractor shall insert the substance of the following clause in each firm fixed-price subcontract hereunder in excess of $100,000, where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation.

AUDIT-PRICE ADJUSTMENTS

(a) This clause shall become operative only with respect to any change or other modification made pursuant to one or more provisions of this contract which involves a price adjustment in excess of $100,000, that is not based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation and further provided that such changes or other modification to this contract must result from a change or other modification to the Government prime contract.

(b) For purposes of verifying that any cost or pricing data submitted in conjunction with a contract change or other modification involving an amount in excess of $100,000 are accurate, complete, and current, the Contracting Officer, or his authorized representatives, shall, until the expiration of 3 years from the date of final payment under this contract, have the right to examine those books, records, documents and other supporting data which will permit

adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein, which were available to the Contractor as of the date of execution of his Contractor's Certificate of Current Cost or Pricing Data.

(c) The Contractor agrees to insert the substance of this clause including this paragraph (c) in all subcontracts hereunder in excess of $100,000, so as to apply until 3 years after final payment of the subcontract.

§ 7-7.5201-10 Inspection.

INSPECTION

The Contractor agrees to permit authorized representatives of AID at all reasonable times, to inspect the facilities, activities and work pertinent to this contract and to permit AID to interview personnel engaged in the performance of the contract to the extent deemed necessary to AID.

§ 7-7.5201-11 Subcontracts.

SUBCONTRACTS

Except as provided in the task order or as consented to, in writing, by the Contracting Officer, the Contractor shall not subcontract any part of the work under a contract. In no event shall any such subcontract be on a cost-plus-percentage-ofcost basis.

§ 7-7.5201-12 Modification or amend

ment.

MODIFICATION OR AMENDMENT

No changes, modifications or amendments shall be made to this contract except as may be mutually agreed upon in writing by authorized representatives of the parties hereto. § 7-7.5201-13 Material change in conditions.

MATERIAL CHANGE IN CONDITIONS

If the Contractor advises the Contracting Officer of a material change in the conditions which substantially interferes with or impedes the performance of this contract in accordance with its terms or with sound professional standards, the parties will mu'tually consider appropriate action to be 'taken, which might include, but is not limited to, modification of the contract or its termination in whole or in part pursuant to the clause of this contract entitled "Termination". Failure of the parties to agree on the existence of such circumstances and consequent refusal of the Government to terminate after receipt of a written request to do so will be a dispute concerning a question of fact within the meaning of the clause of the general provisions entitled "Disputes".

§ 7-7.5201-14 Termination.

TERMINATION

(a) Either party may terminate this contract by giving thirty (30) days advance

written notice of the effective date of termination. In the event of termination, the Government shall have the right, at its option, to continue to receive educational services for those students already enrolled in the Contractor's institution under this contract until such time that the students complete their courses or curricula or the Government withdraws them from the Contractor's institution. The terms and conditions of this contract in effect on the effective date of termination shall continue to apply to such students remaining in the Contractor's institution.

(b) Withdrawal of students pursuant to the clause of this contract entitled "Withdrawal of Students" shall not be considered a termination within the meaning of this provision.

(c) Termination by either party shall not be the basis for any special charge or claim by the Contractor other than as provided by the Contractor's standard procedures.

(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 decided by the Contracting Officer, who shall reduce his 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 thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal adressed to the Administrator, Agency for International Development, Washington, D.C. 20523. The decision of the Administrator or his duly authorized representative for the determination of such appeals 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.

§ 7-7.5201-16 Assignment of claims.

ASSIGNMENT OF CLAIMS

(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 or 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.

§ 7-7.5201-17 Convict labor.

Insert the clause set forth in FPR 1-12.203.

§ 7-7.5201-18 Officials not to benefit. Insert the clause set forth in FPR 1-7.101-19.

(The following clause is applicable unless this contract is exempt under the rules, regulations, and relevant orders of the Secretary of Labor: See Code of Federal Regulations, Chapter 60, as implemented in Federal Procurement Regulation section 1-12.804). During the performance of this contract, the Contractor agrees as follows:

(a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited

to the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Equal Opportunity clause.

(b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

(c) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the Agency Contracting Officer, advising the labor union or workers' representative of the Contractor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(d) The Contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(f) In the event of the Contractor's noncompliance with the Equal Opportunity clause of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(g) The Contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions in

At Institution's address shown in the cover page of this basic ordering agreement. or to such other address as either of such parties shall designate by notice given as herein provided. Notices hereunder shall be effective when delivered in accordance with this clause or on the effective date of the notice, whichever is later.

Subpart 7-7.53-Contracts for
Participant Training

SOURCE: The provisions of this Subpart 7-7.53 appear at 35 F.R. 11393, July 16, 1970, unless otherwise noted.

§ 7-7.5300 Scope of subpart.

This subpart sets forth the contract clauses for use in contracts for participant training.

§ 7-7.5301 Required clauses.

The clauses set forth in this subpart shall be used in contracts for participant training (other than small purchases as defined in FPR Subpart 1-3.6).

(b) "AID" shall mean the Agency for International Development.

(c) "Catalog" shall mean any medium by which the Institution publicly announces terms and conditions for enrollment in the Institution, including tuition and fees to be charged. This includes "bulletin," "announcements," or any other similar word the Institution may use.

(d) "Contracting Officer" shall mean the person executing this contract on behalf of the U.S. Government and any other government employee who is a properly designated Contracting Officer; and the terms includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority.

(e) "Cooperating Country or Countries" shall mean the foreign country or countries from which participants are selected.

(f) "Cooperating Government" shall mean the Government of the Cooperating Country. (g) "Director" shall mean the individual who fills the AID position of Director, Office of International Training, or Director, Office of Public Safety or their authorized representatives acting within the limits of their authority.

(h) "Economy class" air travel (also known as jet-economy, air coach, tourist-class, etc.) shall mean a class of air travel which is less than first class.

(1) "Employee" shall mean an employee of the Contractor assigned to work under this contract.

(1) "Federal Procurement Regulations" (FPR), when referred to herein shall include Agency for International Development Procurement Regulations (AIDPR).

(k) "Fees" shall mean those applicable charges directly related to enrollment in the Institution. This shall not include any permit charge (e.g., parking, vehicle registration), or charges for services of a personal nature (e.g., food, housing, laundry) unless specifically called for in this contract.

(1) "Government" shall mean the United States Government.

(m) "Institution" shall mean the educational institution providing services hereunder. The terms "Institution" and "Contractor" are synonymous.

(n) "Participants" shall mean nationals of the Cooperating Country brought to the United States or to Third Countries for training.

(o) "Traveler" shall mean the Institution's employees or other person designated by the Contracting Officer or Director, as appropriate, engaged in official travel in execution of his duties hereunder.

(p) "Tuition" shall mean the amount of money charged by an institution for instruction, not including fees as described above. § 7-7.5301-2 Travel and transportation. Insert the clause set forth in AIDPR 7-7.5201-2.