753.370-5 Form AID 1420-44 (11-72), Assignee's Release and/or Assignment of Refunds, Rebates, Credits, and Other Amounts CORPORATION NCORPORATED IN Claims for reimbursement of costs other than expense of the Contractor by reason of his indemnification of the Government against Patent ability), including reasonable expenses inc dental thereto, incurred by the Contractor under the provisions of the said Com re ating 10 patents The Assignee agrees, in connection with claims which as set forth in Section V. that final payment under the said contract does not modify the requirements and limitations imposed on the Contractor or Assignee by the contract Of The assignment, including ❤ithout limitation those provisions relating to notific tion to the Contracting Officer and relating to the defcase or prosecution of istigation. HI ASSIGNEE'S ASSIGNMENT OF REFUNDS, REBATES. CREDITS, AND OTHER AMOUNTS Pursuant to the terms of the Contract and in consideration of the reimbwsement of costs and payment of fees, as provided in the said contract and assignment thereunder The Assignee does hereby assign, transfer, set over, and release to the UNITED STATES OF AMERICA, all right, title, and interest to all refunds, rebates, credits, and other amounts including any interest thereon) arising out of the performance of the said contract, together with all the rights of action accrued or which may hereafter accrue thereunder. IV CERTIFICATIONS TIN WITNESS THEREOF this release and/or assignment has chave been executed this day. THESSES CONTRACTOR „❤ho signed sad release and/or assignment on behalf of the Assignee was the - (official title) of the said corporation, that said release and or assignment was duly signed for and in behalf of said corporation by authority of its goveming body and is within the scope of its corporate powers (CORPORATE SEAL) AID 1420-44 (11-77) 93-179 0-87 ——4 V. Specified claims applicable to Section II, 1 of the Assignees Release are to be set forth the space provided below INSTRUCTIONS TO ASSIGNEE 1. This form may be used for three purposes ■. As an Assignees Release b. As an Assignment of Refunds, Rebates, Credits, and Orber Amoumis, c. As both an Assiger's Release and an Assignment of Refunds Rebates, Credits, and orber Amounts 2. In completing Section 1., the Assignee is to indicate the purpose (see 1, above) for which he is submittal piered form as follows Appendices to Chapter 7 APPENDIX A-RESPECTIVE ROLES OF CONTRACTING AND OTHER PERSONNEL IN THE AID Procurement Process 1. Basic Policy Only a contracting officer, designated to enter into contracts and make the determinations and findings related thereto (or an authorized representative of the contracting officer acting within the limits of his/her authority), may bind the United States Government to a contract, or direct or authorize a contractor to proceed with work. 2. Planning, Competition, Negotiation, and Award (a) Preaward technical discussions with potential contractors should be conducted in such a manner as to preclude the assumption by any potential contractor that a commitment has been made. AID employees are responsible for insuring that no unfair competitive advantage is afforded one contractor over any other contractor in competing for Agency contracts. In this connection, discussions with prospective contractors prior to the final selection of the contractor and commencement of negotiations by the contracting officer must be conducted with the greatest discretion. Under no circumstances should the specific amount of funds which the Agency has available to support a contract be made known to a prospective contractor. No AID employee is authorized to dilute the Agency's negotiation position prior to or during an "arm's length" negotiation conducted between AID and the contractors with whom it does business. The requirement for preservation of the Agency's negotiation position must be scrupulously observed whether the procurement is to be negotiated with a single, non-competitive source or whether it is to be negotiated on the basis of multiple competitive proposals. It is advisable to involve the contracting officer in the project planning cycle as early as possible, and to insure that he/she or his/her representative is either present at any meeting with prospective contractors, or is consulted prior to such a meeting. (b) Contracting personnel act upon requirements which are formulated by the planning, technical, and research offices of the Agency. Contracting officers obtain the information they need on technical requirements by questions and discussions with the planning, technical, and research offices of the Agency. If a contract is to be tenable, the end result which is desired must be described with completeness and exactitude. The scope of the work must be explicitly stated; otherwise the contracting officer cannot assure terms in a contract by which the desired action can be enforced. If the requiring office cannot provide a point of departure in these terms and deliver to the contracting officer a clear-cut description of the purpose and outline the limits of the scope, results may be disappointing and the possibility of deferring the project until these elements can be given more concrete dimensions should be considered. Finally, the requiring office should insure that the scope of work and funding information are delivered to the contracting officer with sufficient lead time to allow for proper preparation and planning of the procurement. (c) One of the paramount duties of the contracting officer is to ensure full and open competition for any planned procurement. The procedures for procurement by sealed bid, or for procurement by negotiation, or for procurement by other than full and open competition differ; the contracting officer must determine the proper method of procurement and contract type, keeping the requirements for full and open competition in mind. The technical office has a continuing responsibility to assist the contracting officer in this effort to ensure full and open competition. This responsibility should be exercised through proper planning to allow sufficient lead time, and preparation of scopes of work designed to encourage full and open competition by avoiding specifications, descriptions, or work statements which could unnecessarily restrict competition. 3. Contract Administration Meetings to discuss contract matters with contractors should be preceded by sufficient advance notification to all parties, including the contracting officer, to permit advance arrangements for the attendance at such meetings. Technical personnel shall not hold discussions of contract problems with contractors or technical problems with contractual implications without arranging for attendance by contracting personnel. Once a meeting with a contractor has been agreed upon and the issues have been made known to all involved parties, an internal AID meeting should take place between technical and contracting personnel, with the Country Desk representative and such other personnel in attendance as may be neces sary, to establish an AID position or line of inquiry to be followed in the meeting with the contractor. If differences of opinion arise among AID personnel in the meeting with the contractor, such differences should never be discussed in the meeting with the contractor. AID personnel shall adjourn to resolve privately any such differences of |