Report on the Implementation of the Russian Officer Resettlement Certificate Program

COMPLIANCE WITH LAW
Subcontractor warrants its compliance with all applicable laws and regulations governing performance of this
Subcontract, including the cooperating country (where applicable). 
ARTICLE 3:  GENERAL PROVISIONS
3.1
TECHNICAL DIRECTION
A.
Performance of the work hereunder shall be subject to the overall technical direction of the Abt Project
Director or her designee and approved by USAID.  As used herein, technical direction is a written direction
to the Subcontractor which fills in details, the objectives of the activity, the specific scope of work for the
activity, provides a period of performance and milestone schedule for the activity, and identify the
estimated funds budgeted for the activity.  Technical direction must be within the terms of this Subcontract,
and any modifications issued hereunder, shall not change or modify them in any way, and shall not
constitute changes which may only be issued by the AID Contracting Officer through the Prime Contract. 
Abt also is responsible for:

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1.
Prescribing the details of the Statement of Work in accordance with Article I.
2.
Monitoring technical progress and performing technical evaluation of performance.
3.
Performing technical inspection and acceptance, in accordance with FAR clause 52.246-02
(Inspection of Supplies - Fixed Price) and 52.246-04 (Inspection of Services -Fixed Price).
4.
Interpreting the Statement of Work and assisting the Subcontractor in the resolution of technical
problems encountered during performance.
B.
Abt shall be responsible for inspecting and determining the acceptability of all products to be delivered
under this Subcontract.  Abt shall have the right to inspect all materials and workmanship at any time.  All
work under the Subcontract and payment therefor is subject to final acceptance by Abt.  Final acceptance
shall be determined in a reasonable manner.  The Subcontractor shall not receive final payment until all
required work has been completed in accordance with specifications therefor and accepted by Abt.
C.
The Abt Project Director or her designee does not have authority to and may not provide Technical
Direction which: changes the Subcontract; in any manner causes an increase or decrease in the amount of
the Subcontract and/or the total funds obligated to the Subcontract, or the time required for Subcontract
performance; or change any of the terms, conditions, or specifications of the Subcontract.
3.2
CHANGES
The Abt Contracting Officer has authority to issue direction to the Subcontractor which changes the Subcontract,
causes an increase in the Subcontract price, or the time required for Subcontract performance, or changes any of the
terms, conditions, or specifications of the Subcontract.  All such orders shall be in writing and signed by said
Contracting Officer or said representative.  No change order shall be binding unless issued in this manner, and in
accordance with FAR Clause 52.243-01 (Changes-Fixed Price) which is incorporated herein by reference subject to
the modifications set forth in Article 3, and the following: the term "30 days" in paragraph (C) is changed to "15
days."  Subcontractor shall comply with FAR Clause 52.243-07 (Notification of Changes).  Failure to do so shall
waive the Subcontractor's right to any claims for equitable adjustments as described in FAR Clause 52.243-01
(Changes - Fixed Price).
Abt may direct Subcontractor to stop work in accordance with FAR Clause 52.212-13 and Alternate I (Stop Work
Order) which is incorporated herein by reference subject to the modifications set forth in Article 3, and the following: 
the term "30 days" in paragraph (b)(2) is changed to "15 days".  The Subcontractor will be reimbursed only for those
costs actually incurred prior to the stop work order, contingent upon full reimbursement to Abt by the Government
for those costs.
If the Subcontractor at any time believes that any technical direction constitutes a change in the scope of work that
would affect the terms of this Subcontract, it shall immediately seek clarification, in writing, from the Abt Contracting
Officer.  Abt shall not be liable for any costs incurred for such changed work unless the change is issued in writing
according to the procedures set forth in this clause.
3.3
NOTICE OF DELAYS
Whenever Subcontractor knows or has reason to know that any actual or potential situation is delaying or threatens
to delay the timely performance of the work required hereunder, Subcontractor shall immediately provide written
notice thereof to Abt including all relevant information with respect thereto.
Any such notice shall be informational only and receipt thereof by Abt shall not constitute a waiver by Abt of the
delivery schedule, or any of Abt's rights or remedies hereunder.

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3.4
LIMITATION OF LIABILITY - SERVICES (FAR 52.246-25)
This clause is applicable only to Subcontracts with total funding obligated over 25,000 U.S. dollars.
(a)
Except as provided in paragraphs (b) and (c) below, and except to the extent that the Subcontractor is
expressly responsible under this Subcontract for deficiencies in the services required to be performed under
it (including any materials furnished in conjunction with those services), the Subcontractor shall not be
liable for loss of or damage to property of the Government that (1) occurs after Government acceptance of
services performed under this Subcontract and (2) results from any defects or defects or deficiencies in the
services performed or materials furnished.
(b)
The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the
Government's acceptance of, services performed or materials furnished results from willful misconduct or
lack of good faith on the part of any of the Subcontractor's managerial personnel.  The term
"Subcontractor's managerial personnel," as used in this clause, means the Subcontractor's directors,
officers, and any of the Subcontractor's managers, superintendents, or equivalent representatives who have
supervision or direction of--
(1)
All or substantially all of the Subcontractor's business;
(2)
All or substantially all of the Subcontractor's operations at any one plant, laboratory, or separate
location at which the contract is being performed; or
(3)
A separate and complete major industrial operation connected with the performance of this
Subcontract.
(c)
If  the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for
loss or damage suffered by the Government through the Subcontractor's performance of services or
furnishing of materials under this Subcontract, the Subcontract shall be liable to the Government, to the
extent of such insurance or reserve, for loss of or damage to property of the Government occurring after
Government acceptance of, and resulting from any defects and deficiencies in, services performed or
materials furnished under this Subcontract.
3.5
NON-ASSIGNMENT AND LOWER-TIER SUBCONTRACTING
Subcontractor shall not assign this Subcontract or sublet or subcontract the work or assign the right to receive any
payments coming due hereunder without prior written consent of Abt, and Abt's consent to such assignment or
subcontract shall not relieve the Subcontractor of any liability for the full and complete performance of this
Subcontract.
3.6
TERMINATION
This Subcontract may be terminated in whole or in part by Abt at any time during the period of its performance in
accordance with FAR Clause 52.249-02 (Termination for Convenience of the Government-Fixed Price) which is
incorporated herein by reference subject to the modifications set forth in Article 3, and the following:  the term "1
year" in paragraph (d) is changed to "6 months."
In the event the Subcontractor should become bankrupt, insolvent, or make an assignment or arrangement for the
benefit of creditors, refuses or neglect to perform the work properly and diligently, or fail to perform any of the provi-
sions of this Subcontract, Abt, after seventy-two (72) hours written notice to the Subcontractor, may at its option
declare Subcontractor in default, terminate Subcontractor's right to proceed with all or part of the work and take
possession thereof and of materials, equipment and supplies and finish such terminated work by such means as it
sees fit.

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The rights and remedies of Abt in this clause are in addition to any other rights and remedies provided by law or
under this Subcontract.
3.7
INDEMNIFICATION
Subcontractor shall defend, indemnify and hold Abt and its officers, agents, and employees harmless against any
liability, claim, damage, suit, or expense (including reasonable attorney fees) caused by Subcontractor's acts or
omissions, including without limitation, claims based on:  (a) Subcontractor's infringement of a patent, copyright,
trademark, or other intellectual property right; (b) bodily injury, death, or damage to property caused by
Subcontractor; (c) Subcontractor's conflicts of interest, fraud, or criminal conduct; (d) Subcontractor's
noncompliance with applicable laws or regulations; (e) Subcontractor's defective cost or pricing data, or
noncompliance with applicable cost accounting standards; (f) Subcontractor's failure to compensate, or comply with
any applicable labor standards with respect to, Subcontractor's employees, agents, or subcontractors; and (g)
Subcontractor's breach of this Subcontract, or any representation or warranty contained in this Subcontract.  The
provisions of this section shall survive expiration or termination of this Subcontract.
3.8
CONFIDENTIALITY, USE OF INFORMATION AND DATA, AND RIGHTS IN DATA
A.
All information and data provided by Abt to the Subcontractor shall be deemed to be confidential, and
Subcontractor agrees that this information and data:  (1) will be used by Subcontractor only for purposes of
performing this Subcontract; (2) will not be disclosed to any person except Subcontractor's employees or
agents who need such information and data in order to perform this subcontract; and (3) will be protected
by Subcontractor through implementation of procedures sufficient to prevent disclosure.  The foregoing
sentence shall not prevent use or disclosure of information and data which are:  (1) in the public domain or
publicly known through no fault of Subcontractor; or (2) approved for use or disclosure by the Abt
Contracting Officer in writing; or (3) required to be disclosed by a court of competent jurisdiction.
B.
The Subcontractor shall not publish or otherwise disclose, except to Abt or the Government, any reports,
data, or information generated or obtained in the course of performing this Subcontract (including without
limitation, information or data obtained hereunder from private individuals, organizations or public agencies
or any other source under promise of confidentiality) without the prior written consent of the Abt
Contracting Officer.
C.
The Government and/or Abt shall have an unrestricted right to publish all reports, non confidential
information and data resulting from performance of this Subcontract.  In any such publications, authorship
credit shall be given to the Subcontractor in a manner consistent with the degree of authorship or
contribution.
D.
Rights in data produced or delivered in the performance of this Subcontract shall be determined by FAR
Clauses 52.227-14 (Rights in Data-General), 52.227-17 (Rights in Data-Special Works) and 52.227-18 (Rights
in Data-Existing Works) which are incorporated by reference in this Subcontract, subject to the
modifications set forth in Article 3.  FAR Clause 52.227-14 is further subject to the following modifications: 
in paragraphs (e)(1)(i) and (e)(1)(ii), the 30 day period is changed to 25 days if the Contracting Officer's
notice is given to Abt for delivery to Subcontractor; paragraph (e)(4) is deleted; in paragraph (f)(1)(iv), the
phrase "Government has" is changed to "Government and Abt have"; and in paragraphs (g)(1) and (i), the
term "Government" is changed to "Government or Abt." 
E.
The provisions of this section shall survive expiration or termination of this Subcontract.  Subcontractor
shall include the substance of this section in any lower-tier Subcontract.
3.9
WITHHOLDING OF CONTRACT PAYMENTS

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215
Notwithstanding any other payment provisions of this Subcontract, failure of Subcontractor to submit required
reports when due, or failure to perform or deliver required work or services, will result in the withholding of payments
under this Subcontract unless such failure arises out of causes beyond the control, and without the fault or
negligence of Subcontractor as defined by FAR Clause 52.249 - 14 (Excusable Delays).  Abt shall promptly notify the
Subcontractor of its intention of any such withholding of payment of any invoice/voucher submitted.
3.10
DISPUTES
A.
Except as otherwise provided in this Subcontract, any item of disagreement arising under or relating to this
Subcontract not disposed of by mutual consent of the parties shall be decided by the Abt Contracting
Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the
Subcontractor.  The decision of the Abt Contracting Officer 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.
B.
This Disputes clause does not preclude consideration of questions of law in connection with decisions
provided for in the above paragraphs; provided that nothing in this Subcontract shall be construed as
making final the decisions of any administrative official, representative, or board on a question of law.
C.
Pending final resolution of a dispute hereunder, the Subcontractor shall proceed diligently with the
performance of the work under this Subcontract.
The performance of work under this Subcontract is intended to facilitate the completion of the Prime Contract,
including the schedule of milestone and Prime Contract deliverable activity. Since the Prime Contract forms the basis
for the Subcontract activity, it is understood and agreed that performance of the work shall continue according to
scheduled dates, at the direction of Abt, including performance of any activities determined to be in dispute, until
mutual agreement or arbitration has provided resolution to the item in dispute.
3.11
GOVERNING LAW
This agreement shall be deemed to be a Subcontract made under, governed by, and construed in accordance with
the laws of the Commonwealth of Massachusetts.  
3.12
CONTRACT DOCUMENTS
All descriptions of work, specifications, addenda, conditions or other documents forming or by reference made a part
of the Prime Contract are hereby made a part of this Subcontract and are herein called the Contract Documents. 
Subcontractor represents that it has examined the Contract Documents and certifies that it is fully qualified to
perform the work specified therein.
3.13
INDEPENDENT CONTRACTORS
Nothing contained in the Subcontract shall be construed to create a joint venture or partnership between the parties.
3.14
SEVERABILITY
If any provision of this Subcontract shall be determined by any court of competent jurisdiction to be invalid or
unenforceable, the remainder of the Subcontract other than the portions determined to be invalid or unenforceable
shall not be affected thereby, and each valid provision hereof shall be enforced to the fullest extent permitted by law. 
3.15
CAPTIONS

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The descriptive section headings in this Subcontract have been inserted for convenience only and shall not be
deemed to limit or otherwise affect the construction of any provisions thereof.
3.16
NO WAIVER
Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed
a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power
hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other
time or times.  
3.17
ENTIRE AGREEMENT
This Subcontract, together with all attachments and incorporated provisions, shall constitute the entire agreement of
the parties, and supersedes all previous and contemporaneous agreements or representations, whether written or
oral, with respect to the deliverables and services specified herein.
3.18
ORDER OF PRECEDENCE
Any inconsistency in this Subcontract shall be resolved by giving precedence in the following order:  (1) FAR
clauses and other Prime Contract provisions which, by their terms or by operation of law, are required to be
incorporated in the Subcontract; (2) narrative Subcontract provisions; (3) FAR clauses incorporated in the
Subcontract by reference except those encompassed by (1) above; (4) Prime Contract provisions incorporated in the
Subcontract by reference except those encompassed by (1) above; and (5) exhibits and attachments to the
Subcontract.
3.19
NOTICES
All notices required or permitted to be given hereunder shall be sufficient if in writing and personally delivered or
sent by certified mail, return receipt requested and postage prepaid, addressed, as applicable, to the Abt Contracting
Officer or to the Subcontractor's Responsible Officer at the addresses specified on the Cover Page of this
Subcontract.
3.20
PROVISIONS INCORPORATED BY REFERENCE
Some of the clauses incorporated by reference elsewhere in this Subcontract are normally applicable to cost-
reimbursement subcontracts.  To the maximum extent that they may apply to this Subcontract, the Subcontractor
shall comply with all the  applicable Prime Contract provisions (Attachment C), FAR and AIDAR clauses, except
those clauses specifically  not applicable to the Subcontract (Attachment D).  The full text of any applicable clause
will be made available to the Subcontractor upon request. Clauses incorporated by reference have the same force
and effect as if they were given in full text.
IN WITNESS WHEREOF, the parties have caused this subcontract to be duly signed and executed with the
intention of becoming legally bound thereby.
FOR ABT ASSOCIATES INC.
BY:
John S. Tilney, Jr. 
(Typed Name)
TITLE:  Managing Vice President 
DATE: 

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217
FOR NIZNIY NOVGOROD BRANCH OF
INKOMBANK 
BY:
(Typed Name)
TITLE:
DATE:

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218
Sample Bank-Subcontract Modification :
SUBCONTRACT MODIFICATION NO. 1
ISSUED BY:
Abt Associates Inc.
55 Wheeler Street
Cambridge, MA 02138
U.S.A.
Fax: [phone]
SUBCONTRACTOR:
Nizhniy Novgorod Branch of Inkombank
Varvarskaya 32
603002 Nizhniy Novgorod, Russia
Fax: [phone]
PRIME CONTRACT:
USAID CCN-0008-C-00-4093-00
The above-referenced subcontract signed by Abt Associate Inc. on February 10, 1995 is amended as follows in order
to: (1) expand the scope of work; (2) add a new firm fixed unit price; and (3) extend the period of performance.
1.
Article 1.1. (PURPOSE AND STATEMENT OF WORK) is amended by the following task: 
"Subcontractor shall visit each unit purchased under the program to determine whether the officer has moved into the
unit and when the officer occupied that unit. Additionally, the Subcontractor shall verify the officer's name and whether
the officer is currently employed.
Subcontractor shall accurately record the data provided by the respondents; however, the Subcontractor shall not bear
responsibility for the accuracy of the statements made by the respondents.
Inspections shall commence within one week of the effective date of this amendment or one month after any individual
officer has closed on the unit provided by the Program, whichever is later. The subcontractor shall continue to visit
unoccupied units no less than once every 15 days. 
Subcontractor shall report to Abt the results of the work described herein on a weekly basis."
2.
Article 1.2. UNIT FIRM FIXED PRICE) is amended by adding the following:
"In consideration for the complete and satisfactory provision of Subcontractor's services described in this amendment,
Abt and the Subcontractor agree on the fixed price of $10,000."
3.
Article 1.3 (INVOICES) is amended by adding the following:
"Abt shall pay the Subcontractor in four equal installments of the total fixed price of this task, regardless of whether
some units remain unoccupied as of December 31, 1995.  The Subcontractor may submit the first invoice when move-ins
for the first 25 percent of the officers have been verified and reported to Abt.  The second and third invoices may be
submitted when move-ins for the second and third 25 percent, respectively, are verified. The final payment shall be made

February 8, 1996
219
either when the remaining move-ins have been verified or on December 31, 1995, whichever is earlier provided that the
Subcontractor continues to visit currently unoccupied units on a bi-weekly basis through December 31, 1995." 
4.
Article 1.6 (PERIOD AND PLACE OF PERFORMANCE/SUBCONTRACT TERM) is amended by deleting the
end date and inserting in place thereof the following:
"December 31, 1995"
All other provisions of the Subcontract remain unchanged and in full force.
IN WITNESS WHEREOF, the parties have caused this Subcontract Modification to be duly signed and executed
with the intent of becoming legally bound thereby.
FOR Abt Associates Inc.
FOR Nizhniy Novgorod Branch of Inkombank
BY____________________
BY____________________
(Authorized  Signature)
(Authorized Signature)
John S. Tilney, Jr                  
                                               
(Typed Name)
(Typed Name)
DATE:_________________
DATE: