CONTRACT CLAUSES

DEFINITIONS (SEPTEMBER 1962)

As used throughout this contract, the following terms shall have the meanings set forth below:

(a) The term “Administrator" means the Administrator or Deputy Administrator of the National Aeronautics and Space Administration; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the Administrator.

(b) The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority.

(c) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under this

contract.

(d) The term "NASA" means the National Aeronautics and Space Administration.

Additional definitions may be included, provided they are not inconsistent with the foregoing clause or the provisions of this Regulation.

7.103-2 Changes.

CHANGES (SEPTEMBER 1962)

The Contracting Officer may at any time, by a written order, and without notice to the sureties, make changes, within the general scope of this contract, in any one or more of the following: (i) Drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the Government in accordance therewith; (ii) method of shipment or packing; and (iii) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this contract, whether changed or not changed by any such order, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change, provided, however, that the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

In the foregoing clause the period of "30 days" within which any claim for adjustment must be asserted may be varied not to exceed “60 days." In accordance with 10 U.S.C. 2306(f), prior to the pricing of any contract change or modification that is expected to exceed $500,000, except | where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public or prices set by law or regulation, the contracting officer shall require the contractor to furnish a Certificate of Current Cost or Pricing Data (see 3.807-6) and shall assure that the contract includes or is modified to include a defective pricing data clause (see 7.104.28) and the audit clause required by 7.104-42. 7.103-3 Extras.

EXTRAS (SEPTEMBER 1962)

Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the price therefor have been authorized in writing by the Contracting Officer.

7.103-4 Variation in Quantity.

VARIATION IN QUANTITY (SEPTEMBER 1962)

No variation in the quantity of any item called for by this contract will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this contract.

7.103-5 Inspection.

7.103-2

CFR TITLE 41 CHAPTER 18

CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS

INSPECTION (SEPTEMBER 1962)

(a) All supplies (which term throughout this clause includes without limitation raw materials, components, intermediate Assemblies, and end products) shall be subject to inspection and test by the Government, to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance.

(b) In case any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this contract, the Government shall have the right either to reject them (with or without instructions as to their disposition, or to require their correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed or, if permitted or required by the Contracting Officer, corrected in place by and at the expense of the Contractor promptly after notice, and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Contractor fails promptly to remove such supplies or lots of supplies which are required to be removed, or promptly to replace or correct such supplies or lots of supplies, the Government either (i) may by contract or otherwise replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby, or (ii) may terminate this contract for default as provided in the clause of this contract entitled "Default." Unless the Contractor corrects or replaces such supplies within the delivery schedule, the Contracting Officer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances. Failure to agree to such reduction of price shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."

(c) If any inspection or test is made by the Government on the premises of the Contractor or a subcontractor, the Contractor without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. If Government inspection or test is made at a point other than the premises of the Contractor or a subcontractor, it shall be at the expense of the Government except as otherwise provided in this contract, provided, that in case of rejection the Government shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by the Government shall be performed in such a manner as not to unduly delay the work. The Government reserves the right to charge to the Contractor any additional cost of Government inspection and test when supplies are not ready at the time such inspection and test is requested by the Contractor or when reinspection or retest is necessitated by prior rejection. Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for suc! supplies as are not in accordance with the contract requirements nor impose liability on the Government therefor.

(d) The inspection and test by the Government of any supplies or lots thereof does not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

(e) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the supplies hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Government during the performance of this contract and for such longer period as may be specified elsewhere in this

contract.

7.103-6 Responsibility for Supplies.

RESPONSIBILITY FOR SUPPLIES (SEPTEMBER 1962)

Except as otherwise provided in this contract, (i) the Contractor shall be responsible for the supplies covered by this contract until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) after delivery to the Government at the designated point and prior to acceptance by the Government or rejection and giving notice thereof by the Government, the Government shall be responsible for the loss or destruction of, or damage to the supplies only if such loss, destruction, or damage results from the negligence of officers, agents, or employees of the Government acting within the scope of their employment; and (iii) the Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Government shall be responsible for the loss, or destruction of, or damage to the supplies only if such loss, destruction, or damage results from the gross negligence of officers, agents, or employees of the Government acting within the scope of their employment.

7.103-7 Payments. Insert the following clause except that in letter contracts insert clause 4 of NASA Form 551-3 set forth in 16.859-4(d).

PAYMENTS (SEPTEMBER 1962)

The Contractor shall be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Unless otherwise specified, payment will be made on partial deliveries accepted by the Government when the amount due on such deliveries so warrants; or, when requested by the Contractor, payment for accepted partial deliveries shall be made whenever such payment would equal or exceed either $1,000 or 50 percent of the total amount of this contract.

NASA PROCUREMENT REGULATION

7.103-7

CONTRACT CLAUSES

In contracts for the furnishing of transportation and accessorial services, the words "properly certified" shall be substituted for the word "proper" above.

7.103-8 Assignment of Claims.

ASSIGNMENT OF CLAIMS (MAY 1981)

(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 moneys 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 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. Unless otherwise provided in this contract, payments to an assignee of any moneys due or to become due under this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or setoff. (The preceding sentence applies only if this contract is made in time of war or national emergency as defined in said Act and is with the Department of Defense, the General Services Administration, the Energy Research and Development Administration, the National Aeronautics and Space Administration, the Federal Aviation Administration, or any other department or agency of the United States designated by the President pursuant to Clause 4 of the proviso of section 1 of the Assignment of Claims Act of 1940, as amended by the Act of May 15, 1951, 65 Stat. 41.) *Although the functions of ERDA have been reassigned to the Department of Energy, the Assignment of Claims Act of 1940 has not yet been amended to reflect this transfer.

(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 of 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.

In negotiated procurement, where a contractor is indebted to the Government as a result of dealings with NASA or other Government agencies, the last sentence before the sentence in parentheses of paragraph (a) of the "Assignment of Claims" clause, which is commonly referred to as the "no-set-off" provision, shall be omitted if such action is requested by other Government agencies or if it otherwise appears to be appropriate to protect the interests of the Government. In any event, the "no-set-off" provision shall be omitted from contracts for transportation services provided by common carriers who are subject to the Interstate Commerce Act, as amended, or the Civil Aeronautics Act of 1938. The assignee is required by the Assignment of Claims Act, as amended, to "File written notice of the assignment together with a true copy of the instrument of assignment with (i) the contracting officer or the head of his department or agency; (ii) the surety or sureties upon the bond or bonds, if any, in connection with such contract; and (iii) the disbursing officer, if any, designated in such contract to make payment."

When Standard Form 32 is used, the form need not be changed to delete the parenthetical sentence at the end of paragraph (a) of the clause.

7.103-9 Additional Bond Security.

ADDITIONAL BOND SECURITY (SEPTEMBER 1962)

If any surety upon any bond furnished in connection with this contract becomes unacceptable to the Government, or if any such surety fails to furnish reports as to his financial condition from time to time as requested by the Government, the Contractor shall promptly furnish such additional security as may be required from time to time to protect the interests of the Government and of persons supplying labor or materials in the prosecution of the work contemplated by this

contract.

7.103-10 Federal, State, and Local Taxes. Insert the appropriate clause set forth in 11.401-1 or

11.401-2.

7.103-11 Default. In accordance with the requirements of 8.707, insert the clause set forth therein.

7.103-12 Disputes.

DISPUTES (JUNE 1980)

(a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613).

7.103-8

CFR TITLE 41 CHAPTER 18

CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS

(b) Except as specified in 1.314–3(b) of the NASA Procurement Regulation, all disputes arising under or relating to this contract shall be resolved in accordance with this clause.

(c)(i) "Claim" as used herein, means a written demand by one of the contracting parties seeking, as a matter of right, the payment of money, adjustment or interpretation of contract terms, or other relief, arising under or relating to this contract. However, a written demand by the Contractor seeking the payment of money in excess of $50,000 is not a claim until certified as required by paragraph (d) of this clause.

(ii) A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim for the purposes of the Act. However, where such submission is subsequently disputed either as to liability or amount or not acted upon within a reasonable time, it may be converted to a claim under the Act by complying with the submission and certification requirements of this clause.

(iii) Contractor claims shall be made in writingand submitted to the Contracting Officer for a decision. Government claims against the Contractor shall be decided by the Contracting Officer.

(d) For Contractor claims of more than $50,000, the Contractor shall submit with the claim a certification stating that the claim is made in good faith; the supporting data are accurate and complete to the best of the Contractor's knowledge and belief; and the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable. The certificate shall be executed by the Contractor if an individual. When the Contractor is not an individual, the certification shall be executed by a senior company official in charge at the Contractor's plant or location involved, or by an officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor's affairs.

(e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the contractor, render a decision within 60 days after receipt of the request. For Contractor certified claims in excess of $50,000, the Contracting Officer must decide the claim within 60 days or notify the Contractor of the date when the decision will be made.

(f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in the Act. (g) Interest on the amount found due on a Contractor claim shall be paid from the date the Contracting Officer receives the claim, or from the date payment otherwise would be due, if such date is later, until the date of payment. (h) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal or action arising under the contract, and comply with any decision of the Contracting Officer.

The following paragraph shall be substituted for paragraph (h) of the clause above as required under the circumstances described in 1.314-3(a)(ii).

(h) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal or action arising under or related to the contract, and comply with any decision of the Contracting Officer.

7.103-13 [Reserved.]

7.103-14 Clean Air and Water. Insert the clause set forth in 1.2302-2.

7.103-15 [Reserved]

7.103-16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1. Note the prefatory language required by 12.303-2 for use in contracts with a State or political subdivision thereof.

7.103-17 Walsh-Healy Public Contracts Act. Insert the Clause set forth in 12.605.

7.103-18 Equal Opportunity. In accordance with the provisions of 12.804, insert the appropriate clause set forth therein.

7.103-19 Officials Not To Benefit.

OFFICIALS NOT TO BENEFIT (SEPTEMBER 1962)

No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a Corporation for its general benefit.

7.103-20 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

7.103-21 Termination for Convenience of the Government. Insert the appropriate clause set forth in 8.701.

7.103-22 Authorization and Consent. Insert the clause set forth in 9.102(a).

7.103-23 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.103-50 thru 7.103-52 [Reserved]

7.103-53 Interest.

NASA PROCUREMENT REGULATION

7.103-53

CONTRACT CLAUSES

INTEREST (NOVEMBER 1974)

Notwithstanding any other provision of this contract, unless paid within thirty (30) days all amounts that become payable by the Contractor to the Government under this contract (net of any applicable tax credit under the Internal Revenue Code) shall bear interest from the date due until paid. The interest rate per annum shall be the interest rate in effect which has been established by the Secretary of the Treasury pursuant to Public Law 92-41, 85 Stat. 97, as of the date the amount becomes due as herein provided. Amounts shall be due upon the earliest one of (i) the date fixed pursuant to this contract; (ii) the date of the first written demand for payment, consistent with this contract, including demand consequent upon default termination; (iii) the date of transmittal by the Government' to the Contractor of a proposed supplemental agreement to confirm completed negotiations fixing the amount, or (iv) if this contract provides for revision of prices, the date of written notice to the Contractor stating the amount of refund payable in connection with a pricing proposal or in connection with a negotiated pricing agreement not confirmed by contract supplement. 7.103-54 Pricing of Adjustments. Insert the following clause in all contracts which contain the "Changes" clause or provisions for adjustment of the contract price:

PRICING OF ADJUSTMENTS (AUGUST 1970)

When costs are a factor in any determination of a contract price adjustment pursuant to the "Changes" clause or any other provision of this contract, such costs shall be in accordance with Part 15 of the NASA Procurement Regulation as in effect on the date of this contract.

7.104 Clauses Required To Be Used When Applicable.

7.104-1 Clauses for Contracts Involving Construction Work.

(a) In accordance with the requirements of Part 12, Subpart 4, insert in fixed-price supply contracts which involve construction work the clauses listed below, which are set forth in 12.403-1:

Davis-Bacon Act

Contract Work Hours and Safety Standards Act-Overtime Compensation

Apprentices and Trainees

Payrolls and Basic Records

Compliance With Copeland Regulations

Withholding of Funds

Subcontracts

Contract Termination-Debarment

(b) In accordance with the requirements of 6.207, insert in all contracts for construction, except those executed on Standard Form 19 and NASA Form 1379, the clause entitled "Buy American," as set forth in 6.207(c).

7.104-2 Communist Areas. In accordance with the requirements of 6.403, insert the clause set forth therein.

7.104-3 Buy American Actand Trade Agreements Act. In accordance with the requirements of Part 6, Subpart 1, insert the clause set forth in 6.104-5.

7.104-4 Notice to the Government of Labor Disputes. Wherever work is to be performed and a work stoppage would result in delay in an urgent NASA program, insert the following clause:

NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (SEPTEMBER 1962)

(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or the prime Contractor, as the case may be, of all relevant information with respect to such dispute.

7.104-5 Patent Indemnity. Under the circumstances specified in 9.103, the clause set forth therein may be included in the contract.

7.104-6 Filing of Patent Applications. In accordance with the requirements of 9.106, insert the clause set forth therein.

7.103-54

CFR TITLE 41 CHAPTER 18