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13 <br />Contract No. TJCOG-CBS-004 <br />ARTICLE 32. CHANGES <br />TJCOG may at any time, by written notice, and without notice to sureties or assignees, make changes within the <br />general scope of this Contract as necessary due to modifications required by the USDOE, adjustments required <br />by Change Orders accepted by TJCOG from the Contractor or other team members. However, nothing <br />contained in this paragraph shall excuse Contractor from proceeding without delay in the performance of this <br />Contract as changed. <br />Only the Finance Director or Executive Director of TJCOG has authority to make changes in, to amend, or to <br />modify this Contract. Such changes, amendments or modifications must be in writing. <br />TJCOG personnel and other Primary Investigators in the Carolina Blue Skies Initiative may render assistance, <br />give technical advice, discuss, or exchange information with Contractor's personnel concerning the Project <br />hereunder. <br />Contractor shall, at the request of TJCOG, accept amendments to this Contract to incorporate additional <br />provisions herein ~or to change provisions hereof, as TJCOG may reasonably deem necessary in order to comply <br />with the provisions of the applicable Prime Contract, or with the provisions of amendments to such Prime <br />Contract. <br />SPECIAL TERMS AND CONDITIONS <br />ARTICLE 33. C_ OMPETITIVE PROCUREMENT PRACTICES <br />Contractor agrees to utilize Contractor's competitive procurement practices for products and services purchased <br />as a result of this award. <br />ARTICLE 34. REASONABLE COSTS <br />Contractor further agrees to attempt to control unit costs for products and services procured as a result of this <br />Agreement, to the state average experience. <br />ARTICLE 35. AUDITS <br />Contractor agrees to perform an "Agreed upon Procedures Audit" on request. This audit shall consist of <br />procedures and questions agreed upon by TJCOG and the Auditor and shall expand beyond the scope of that <br />provided for under the North Carolina State Single Audit Guideline requirements and applicable audit standards <br />for Federal Awards. <br />ARTICLE 36. EQUIPMENT ACCOUNTABILITY <br />Title to equipment purchased with funds provided under this Agreement shall vest in the contractor's name. <br />Disposition of any equipment shall be in accordance with applicable property disposal procedures. Real <br />properly and equipment acquired by the Contractor shall be subject to the rules set forth in 10 CFR 600.130-137, <br />10 CFR 600.320-324, or 10 CFR 600.231-233 as applicable. <br />ARTICLE 37. PATENT INFRINGEMENT <br />The Contractor selling the articles described herein guarantees the articles were manufactured or produced in <br />accordance with applicable federal labor laws. Further that the sale or use of the articles described herein shall <br />not infringe any United States' patent. The Contractor covenants that it shall, at its own expense, defend every <br />suit which shall be brought against TJCOG (provided that such Contractor is promptly notified of such suit, and <br />all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of <br />such articles and agrees that it shall pay all costs, damages, and profits recoverable in any such suit. <br />Page 9 of 34 <br />