CONTRACT CLAUSES

(n) place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated

(m) terminate all orders and subcontracts to the exten: that they relate to the performance of work terminated by the Notice of Termination

(v) assign to the Government in the manner and to the extent directed by the Contracting Officer all night, title, and interest of the Contractor under the orders or subcontracts sc terminated in which case the Governmen: shall have the right in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts (V) with the approval or ratification of the Contracting Officer to the exten: he may require, which approva o. ratification shall be final and conclusive for all purposes of this clause settle all outstanding liabilities and al, claims are 1x out of such termination of orders and subcontracts, the cost of which would be payable by the Government in whole in part, in accordance with the provisions of this contract

(vi) transfer title (to the exten: tha: utte has not already been transferred) and in the manner, to the extent, and at the times directed by the Contracting Officer, delive: to the Governmen. (A) the fabricated or unfabricated parts, work in process, completed work, suppites, and other materia produced as a part of, or acquired in respect of the performance of, the work terminated by the Notice of Termination (B the completed or partially completed plans drawings, information. and other property which if the contract had been completed would be required to be furnished to the Government, and (C) the jigs. dies. fixtures, and other special tools and tooling acquired or manufactured for the performance of this contract for the cost of which the Contractor has been or wil be reimbursed under this contract.

(vii) use his best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to a (vi) above, provided however, that the Contractor (A) shall not be required to extend credit to any purchaser and (B) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct

(vi) complete performance of such part of the work as shall not have been terminated by the Notice of Termination, and

(1x) take such action as may be necessary, or as the Contracting Officer may direct for the protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which the Government has or may acquire an interest

The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining or adjusting any amount due or owing under this clause. At any time after expiration of the plant clearance period, as defined in Pari 8, NASA Procurement Regulation, as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of exclusive of items the disposition of which has been directed or authorized by the Contracting Officer and may request the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Governmen: will accept such items and remove them or enter into a storage agreement covering the same provided that the list submitted shall be subject to verification dy the Contracting Officer upon removal of the items, or if the items are stored, within forty-ɓve (45) days from the date of submission of the list Any necessary adjustment to correct the list as submitted shall be made prior to final settlement.

(c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his termination claim in the form and with the certification prescribed by the Contracting Officer Such claim shall be submitted promptly but in no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer, upon request of the Contractor made in writing within such one year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such one year period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any Settlement Review Board approvals required by Part 8 of the NASA Procurement Regulation in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Subject to the provisions of paragraph (c), and subject to any Settlement Review Board approvals required by Part 8 of the NASA Procurement Regulation in effect as of the date of execution of this contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor dy reason of the total or partial termination of work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount.

(e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in paragraph (d) above, as to the amounts to be paid to the Contractor in connection with the termination of work pursuant to this clause, the Contracting Officer shall, subject to any Settlement Review Board approvals required by Part 8 of the NASA Procurement Regulation in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination, and shall pay to the Contractor the amount determined as follows

(i) if the termination of the contract is determined to be for the convenience of the Government, there shall be included

(A) an amount for direct labor hours (as defined in the Schedule of the contract) which shall be determined by multiplying the number of direct labor hours expended prior to the effective date of the Notice of Termination by the hourly rate or rates set forth in the Schedule, less any hourly rate payments theretofore made to the Contractor,

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TIME AND MATERIAL AND LABOR HOUR CONTRACTS

(B) an amount (computed pursuant to the provisions of the contract providing for payment for materials) for material expenses incurred prior to the effective date of the Notice of Termination, not previously paid to the Contractor for the performance of this contract;

(C) an amount for labor and material expenses computed as if the expenses were incurred prior to the effective date of the termination reasonably incurred after the effective date of the Notice of Termination with the approval of or as directed by the Contracting Officer, provided, that the Contractor shall discontinue such expenses as rapidly as practicable; (D) to the extent not included in (A), (B), and (C) above, the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b)(v) above, which are properly chargeable to the terminated portion of this contract; and

(E) the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory; or

(ii) if the termination of the contract is for the default of the Contractor, there shall be included the amounts computed in accordance with (i) above except there shall not be included

(A) any amount for the preparation of the Contractor's settlement proposal; or

(B) the portion of the hourly rate allocable to profit for any direct labor hours expended in furnishing materials and services not delivered to and accepted by the Government.

(f) The Contractor shall have the right of appeal, under the "Disputes" clause of this contract, from any determination made by the Contracting Officer under paragraphs (c) or (e), above, except that if the Contractor has failed within the time provided in paragraph (c), above, to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under paragraph (c) or (e), above, the Government shall pay to the Contractor the following: (i) if there is no right of appeal hereunder, or if no timely appeal has been taken, the amount so determined by the Contracting Officer; or (ii) if an appeal has been taken, the amount finally determined on such appeal.

(g) In arriving at the amount due to the Contractor under this clause, there shall be deducted (i) all unliquidated advance or other payments theretofore made to the Contractor, applicable to the terminated portion of this contract; (ii) any claim which the Government may have against the Contractor in connection with this contract; and (iii) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government.

(h) In the event of a partial termination, the hourly rates for direct labor hours with respect to the work under the continued portion of the contract shall be equitably adjusted by agreement between the Contractor and the Contracting Officer, and such adjustment shall be evidenced by an amendment to this contract.

(i) The Government under such terms and conditions as it prescribes may make partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of the contract, whenever in the opinion of the Contracting Officer the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally determined to be due under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury pursuant to Public Law 92-41, 85 STAT 97, for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Government; provided, however, that no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten (10) days after the date of such retention or disposition, or such later date as determined by the Contracting Officer by reason of the circumstances.

7.901-5 Government Property. In accordance with 13.703, insert the clause(s) required therein except that:

(i) the phrase "estimated cost, fixed-fee or delivery or performance dates, or all of them," appearing in paragraph (a) shall be deleted and the phrase "ceiling price, hourly rate, the delivery or performance date, or all of them," substituted therefor;

(ii) paragraph (i) shall be deleted, and paragraph (i) of the clause set forth in 13.702(a) substituted therefor; and

(iii) add to the end of (g)(3), the following: "For any such repairs or renovations so directed, the Contracting Officer shall, upon written request of the Contractor, equitably adjust the ceiling price, hourly rate, delivery or performance date, or all of them in accordance with the procedures provided for in the clause of this contract entitled "Changes". In any such equitable adjustment due regard shall be given to the liability of the Contractor as determined under (1) above."

7.901-6 Payments.

PAYMENTS (JUNE 1972)

The Contractor shall be paid as follows upon the submission of invoices or vouchers approved by the Contracting Officer. (a) Hourly Rate.

NASA PROCUREMENT REGULATION

7.901-6

estimated the the 10th cas & the Governmen to: the nerformance e`this contre wi wa over. Peppling price set forth a to: Scheduts and the Contracte apree or as his hes, efforts to veriorm the was swole in th Schedule anc al obligation under the contrac with such ceiling price 1. a an time the ControlA, MAS TARE TË believe that the hours fat: paviment and materia cost which wil accru: # the performance a day contre, in the new succeeding thirr 30 day. wher adde tal othe navments an cost previoush scoring wi ནག་ནོ། རྣམ་ percen 125%%% of the ceing price then se fert: I the Schedule the Contracta; shai noth the Chitretin Oke K that effec: giving me revised estimate of the tota pries to the Governmen: for the performance a` thas contra, Kasseka with supporing reason and documentation. I saw the dering the nerformance of this contro, the Chanora. Max TOBSOT. I believe that the tota price to the Governmen to the performance of this countrue; wil be substantial), grasta or less that the statec ceiling price the Contractor shal, so not the Contracting Offer, giving his revise estimat; A the total price for the performance of this contract together with supporting reasons and documentation. I a way time during the performance of the contract the Governmen: has reason to believe tha the work të ARM in the performance of the contract wil be substantialy greater or less that the state ceiling phot, the Contracting Offer wal st advise the Contracto: giving the ther revised estimate of the tots amoun; o effor; to be requirac unde, the contac id: The Government shall not be obligated to max the Contracto" any amoum, in excess of the ceiling mhac ex Roth, in the Schedule and the Contractor shall not be obligated to continare performance 1o to do so woude excase, the costing price set forth in the Schedute untess and until the Contracting Office: shal have notitiae, the Contracta, in writing tha such ceiling price has been increased and shal have specified in such notice a reviste ceiling, which, chal: thesoubor constitute the ceiling price for performance under this contrac. When and to the exten; that the ceiling and se. Quid in the Schedule has beer increased any hours expended and materia costs mourred by the Contracta, in exos, a the celling price prior to the mcrease shal be allowable to the same exten: as f such hours expended and materia, casa. Naci been incurred after such mcrease in the ceiling price.

(e) At any time or times prior to final paymen: under this contract the Contracting Office: may osate të de made such audir of the invoices or vouchers and substantiating material as shall be deemed necessary fach, payment thesotalare made shall be subject to reduction to the extent of amounts which are found by the Contracting Office, noi to love doen properly payable, and shall also be subject to reduction for overpayments, or to increase for underpayments, an pracoding

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invoices or vouchers. Upon receipt and approval of the voucher or invoice designated by the Contractor as the "completion voucher" or "completion invoice" and substantiating material, and upon compliance by the Contractor with all provisions of this contract (including, without limitation, provisions relating to patents and the provisions of (f) and (g) below), the Government shall as promptly as may be practicable pay any balance due and owing the Contractor. The completion invoice or voucher, and substantiating material, shall be submitted by the Contractor as promptly as may be practicable following completion of the work under this contract, but in no event later than one (1) year (or such longer period as the Contracting Officer may, in his discretion, approve in writing) from the date of such completion. (f) The Contractor and each assignee, under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(i) specified claims in stated amounts, or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor;

(ii) claims, together with reasonable expenses incidental thereto, based upon the liabilities of the Contractor to third parties arising out of the performance of this contract, which are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier; and

(iii) claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents.

(g) The Contractor agrees that any refunds, rebates, or credits (including any interest thereon) accruing to or received by the Contractor or any assignee, which arise under the materials portion of this contract and for which the Contractor has received reimbursement, shall be paid by the Contractor to the Government. The Contractor and each assignee, under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, an assignment to the Government of such refunds, rebates, or credits (including any interest thereon) in form and substance satisfactory to the Contracting Officer.

The following may be inserted as paragraph (b)(4) in the foregoing "Payments" clause where the nature of the work to be performed requires the contractor to furnish material which is regularly sold to the general public in the normal course of business by the contractor, and in accordance with the limitations contained in 3.406-1(d)(i) and (ii):

(4) When the nature of the work to be performed requires the Contractor to furnish material which is regularly sold to the general public in the normal course of business by the Contractor, the price to be paid for such material, notwithstanding (b)(1), above, shall be on the basis of an established catalog or list price, in effect when the material is furnished, less all applicable discounts to the Government; provided that in no event shall such price be in excess of the Contractor's sales price to his most favored customer for the same item in like quantity, or the current market price, whichever is lower.

7.901-7 Assignment of Claims. In accordance with 7.103-8, insert the clause set forth therein. 7.901-8 Disputes. Insert the clause set forth in 7.103-12.

7.901-9 Convict Labor. In accordance with Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.901-10 Subcontracts.

SUBCONTRACTS (JUNE 1966)

(a) No contract shall be made by the Contractor for the furnishing of any of the work herein contracted for without the written approval of the Contracting Officer. For the purpose of this clause, purchase of raw material or commercial stock items shall not be considered work.

(b) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-pluspercentage-of-cost basis.

7.901-11 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1.

7.901-12 Walsh-Healey Public Contracts Act. Insert the clause set forth in 12.605.

7.901-13 Equal Opportunity. In accordance with the provisions in 12.804, insert the appropriate clause set forth therein.

7.901-14 Officials Not To Benefit. Insert the clause set forth in 7.103-19. 7.901-15 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

NASA PROCUREMENT REGULATION

7.901-15