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 Offcer 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.

§ 7-7.5201-19 Covenant against contingent fees.

Insert the clause set forth in FPR 1-1.503.

§ 7-7.5201-20 Equal opportunity.

EQUAL OPPORTUNITY

(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

To Institution:

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).

§ 7-7.5301-1 Definitions.

DEFINITIONS

(a) "Administrator" shall mean the Administrator or the Deputy Administrator of the Agency for International Development.

(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 includes "bulletin," "ancharged. This nouncements," 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.

§ 7-7.5301-7

Method of payment.
METHOD OF PAYMENT

Claims for reimbursement covering training, services and/or facilities provided by the Institution under this contract will be paid upon submission by the Institution to the Controller, AID of Voucher Form SF1034 (original) and SF-1034(a) three copies, properly executed and supported by documentation which shall include the following: (a) For training as provided under this contract: name of participant(s) and PIO number, title of training program, exact dates of training or enrollment period and amount claimed therefor.

(b) For services as provided under this contract: 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 photostat copies thereof.

(c) For transportation provided under contract: All carrier claims shall be accompanied by receipts or other evidence of payment.

(d) For books and training aids as specifiled under this contract: number and date of applicable contract and Contractor's receipt appropriately detailed as to quantity, description and price.

(e) For all other services or items which may be specified under this contract: 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 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

Subpart 7-8.2-General Principles Applicable to the Termination for Convenient and Settlement of Fixed-Price Type and Cost Reimbursement Type Contracts

§ 7-8.201 General.

The Foreign Aid and Related Agencies Appropriation Act, 1963, and subsequent appropriation Acts, have imposed the following requirement:

None of the funds appropriated or made available pursuant to this Act for carrying out the Foreign Assistance Act of 1961, as amended, may be used for making payments on any contract for procurement to which the United States is a party entered into after the date of enactment of this Act which does not contain a provision authorizing the termination of such contract for the convenience of the United States.

See, for example, section 110 of the Foreign Assistance and Related Agencies Appropriation Act, 1965.

(b) The Assistant Administrator for Administration or his delegate shall be designated as Chairman of the Board. Delegate members of the Board shall have broad business and contracting experience and shall be senior AID officials. Each member or his delegate must be in attendance in order to conduct business and the Board shall act by majority vote. No individual shall serve as a member of a Board for the review of a proposed settlement if he has theretofore reviewed, approved or disapproved or recommended approval, disapproval or other action with respect to any substantive element of such settlement proposal.

(c) The Chairman of the Board shall appoint a nonvoting recorder who shall