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Federal Register / Vol. 48, No. 80 / Monday, March 28, 1983 / Rules and Rep"u'.ions 12935 d Ter*nlaation arcing out of,or relating!c.this Comptrolier general of the United Sta:ce.the (a)This subattreeanent may be terminated subegreee.ent or the breach of it will be United States Department of Labor.the in whole or in part In writing by either party decided by arbivation if the parties mutually recipient,and(the State)or any of their in the event of substantial failure by ti:e other agm•or in a court of competent jurisdiction authorized representatives shall have access patty to fulfill its obligations under this within the State in which the recipient is to al,such books,records.documents and subagreement through on fault of the located. other evidence for the purpose of inspection. terminating party,pr,+vided that no g.price Reduction for Defective Cast or audit and copying during normal business .. termination may be effected toilers the ether prig Data hours.The contractor will provide proper party is given(1)not less than ten(10) facilities for such access and inspection. calendar days'written notice(delivered by lNote.—The following clouse epp'ies to(11 (b)if this is a formally advertised, certified mail,return receipt requested)of any subagrteement.negotiated between the competitively awarded.fixed price intent to terminate,and(2)an opportunity for recipient and its contractor in excess of suba&7eement,the contractor agrees to make consultation with the terminating party prior 5100.000.•(2)negotiated subagreement paragraphs(a)through(g)of this clause to termination. amendments or change orders in excess of applicable to all negotiated change orders (b)This subagreement may be terminated S100•000 affecting the price of formally and subagreement amendments affecting the in whole or in part in writirq by the recipient advertised,competitively awarded fixed subagreement price.In the case of all other for Its convenience,provided that the price subogreement or(.;1 any lower tier types of prime subagreements,the contractor contractor is given(1)not less then tent(10) subog^Femenr or purchase order:'n excess of amps to maze prracnaphs(a)through(g) ealer4ar days'written notice(delivered by S100.ttCO under a subagreement other than a applicable to all eubegreeme:is he awards in certified-mail return ret;eipl requested)of formally advertised,competitively awarded, excess of 110.000.at any tier.and to make intent to terminate.and(2)an opportunity for fixed price subogreement This clause does paragraphs(a)through(g)of this clause consultation with the terminating party prior not apply-to subagreements awarded on the applicable to all change orders directly to termination. bas;s oreffecdve price competition.] related to project performance. (e)11 termination for default is e?ected by (a)The contractor and subcontractor, (c)Audis conducted under this provision the recipient.an equitable adjustment in the where appropriate.assure that the cost and shall be in accordance-..ith generally price pra%ided for in this suhag vement shall pricing data submitted for evaluation with accepted auditing standards and with be made,but(1)no amount shall be allowed respect to negotiation of prices for negotiated establi9bed procedures and guidelines of the for anticipated profit on unperformed subagreements.lower tier subegreements and reviewing or audit agency(iee). services or other work.and(2)any payment change orders is based on current,accurate (d)The contractor agrees to disclose all due to the contractor at the time of and complete data supported by their books information and reports resulting from access termination may be adjusted to cover any and records.If the recipient or EPA to records under paragraphs(a)and(b)of additional costs to the recipient because of determines that any price(including profit) this clause to any of the agencies mfcrmd to the contractor's default.If termination for negotiated in connection with this in paragraph(n) default is effected by the contractor.or if subagreement.lower tier subegreement or (e)Records under paragraphs(a)and(bt termination for convenience is effected by the amendment thereunder was increased by any above shall be maintained by the contractor recipient.the eottitable adjustment&hall sWcant sums because the data provided during performance on EPA assisted work include a reasonable profit for services or was incomplete,inaccurate or not current at under this eubagreement and for the time other work performed.The equitable the time of submission.then such price or periods specified in 40 CrR t'+rt 30.In adjustment for any termination sball provide coat or profit shall be reduced accordi tg)y addition thnsc records wdi-n relate to any for payment to the contractor for services and the recipient shall modify the contoversy arising under an EPA assistance rendered and expenses incurred prior to the subagreement in writing to reflect such agreement litigation.the settlement of claims termination.in addition to termination ' action. arising out of such performance or to costs or settlement costa reasonably incurred by the (b)Failure to agree on a reduction shall be items to*hich an audit exception hap been contractor relating to commitments which subject to the remedies clause of this taken ehaU be maintained by the contractor had become firm prior to the termination. subagreement for the time periods specified in 40 CFR Part (d)Upon receipt of a termination action (Nate.—Since the subagwmeni is subject under paragraph(a)or fb)above.the to reduction under this clouse by reason of 30. Access to retards is not Limited to the Contactor shall(i)promptly discontinue all defective cost or pricing da:o sub,-i::ed in affected work(unless the notice directs connection with lower tier subcgreements, required retention periods.The authorized otberwine),and(2)deliver or otherwise make the contractor racy wish to include a clause representatives designated in paragraph(a) availablc to the recipient all data,drawings, in each lower tier subogreement requiring the of this clause shall have access to records at specifications.reports.est:mztes.summaries lower tie:subcontractor to cppropriotely any reasonable time for as lcrg as the and such other information and materials as irdemn6-the controctor.It is also expected records are maintained.ay have been.accumulated by the Liat any lower tier subcon:ractor subject to (g)This right of access clause applies to contractor in performing this subagreement, such indemnifi'cotion will generally require financial records pertaining to all whether completed or in process. su5sum ally similar indea:nificet;on for subagreeme.^.0(except formally advertised, (e)Upon termination under parag:apps(a) defective cost or pr;cirg dace sub:tined by competitively awarded.fixed pr.r:e or(b)above,the recipient may take over the lower tier aor.Lroctors.) subagreements)and all suhagmement chanp work sad may award another party a orders regardless of the type of subagreement to complete the work under 9.Audit:Access to Records subagreement,and all subagreement this eubagreemert. (a)The ccntractor shall maintain books, amendments regardless cf the type of In 1L after termination for failure of the record&documents and other evidence subagreement.In addition this right of access contractor to fulfill contractual obligations.it directly pertinent to performance on EPA appiies to all records perta:=.&:o all is determined that the contractor bad net funded work under this subagreement in subag.cements,subagreement change orders failed to fulfill contactual obligetions.the acct dance generally accepted and subagree=ent amcr dents: termination shall be deemed:c,have been for ar.cour ing princEF:cs and pract:_es (1)To the extent the records pertain the convenience of the recipient.In such consistently epplied.and 40 CrR:^art 30 in &rectly to subagreement performance: event.adjustment of the subagreement price effect one the date of execution of this '2)if there is any iadication that fraud. shall be made as prodded in paragraph(c)of subaarsement.The contractor shall also gross abuse ar corrupt practices may be this clati4e. main=iD the financial information and data involved:or 7.Remedies used in the preparation or support of the cost (3)if the subagreement is terminated for submission required under 45 CFR 33.290 for default or for convenience. • Unless otherwise provided in this any negotiate,:subagreement or change order subagreement.all clairns,counter-eaiats, and a copy of the cost sue-..Tray subrnined to 10.Covenant Agai:.st Contingent Fees j disputes and other mattes in question the recipient.The United States The contractor assures that no person or between the recipient and the contractor Environmental Protection Agency,the selling agency has been employed or retained