§ 18-7.403-57 Key personnel and facilities. In accordance with the requirements of § 18-1.352, insert the clause set forth therein. [31 F.R. 612, Jan. 18, 1966] § 18-7.403-58 Safety and health. In accordance with the requirements of Subpart 18-10-.50, insert the clause set forth in § 18-10.5004. [31 F.R. 612, Jan. 18, 1966] § 18-7.403-59 Non-use of foreign-flag vessels engaged in Cuban trade. In accordance with the requirements of § 18-1.1410, insert the clause set forth therein. [31 F.R. 612, Jan. 18, 1966] § 18-7.403-60 contracts. Report on NASA sub § 18-7.404 Additional clauses. The following clauses shall be inserted in cost-reimbursement type research and development contracts providing for a fee, when it is desired to cover the subject matter. [31 F.R. 612, Jan. 18, 1966] § 18-7.404-1 Changes. CHANGES (SEPTEMBER 1962) The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make changes, within the general scope of this contract, in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery, or acceptance; and (iv) the amount of Government-furnished property. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of this contract, or otherwise affects any other provision of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (1) in the estimated cost or delivery schedule, or both, (ii) in the amount of any fee to be paid to the Contractor, and (iii) in such other provisions of the contract as may be so affected, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within sixty (60) 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. 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. § 18-7.404-2 Alterations in contract. The clause set forth in § 18-7.105-1 may be inserted. § 18-7.404-4 Bill of materials. The clause set forth in § 18-7.105-6 may be inserted pursuant to the provisions thereof. § 18-7.404-50 Notice of delay. In accordance with the instructions in § 18-7.205-50, the clause set forth therein is authorized for use. [31 F.R. 612, Jan. 18, 1966] § 18-7.451-2 Limitation of cost. Insert the following clause: LIMITATION OF COST (SEPTEMBER 1962) (a) It is estimated that the total cost to the Government for the performance of this contract will not exceed the estimated cost set forth in the Scheduie, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the estimated cost then set forth in the Schedule, or if at any time the Contractor has reason to believe that the total cost to the Government for the performance of this contract will be substantially greater or less than the then estimated cost thereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of this contract. (b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Contracting Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be allowable to the same extent as if such costs had been incurred after such increase in estimated cost. § 18-7.451-3 ment. Allowable cost and pay Insert the following clause: ALLOWABLE COST AND PAYMENT (a) For the performance of this contract, the Government shall pay to the Contractor the cost thereof (hereinafter referred to as "allowable cost") determined by the Contracting Officer to be allowable in accordance with: (i) Part 15, Subpart 3, of the NASA Procurement Regulation as in effect on the date of this contract, except that if the Contractor is not an educational institution the allowable costs shall be determined in accordance with Part 15, Subpart 2, of said Regulation; and (ii) the terms of this contract. (b) Once each month (or at more frequent intervals, if approved by the Contracting Officer) the Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor in the performance of this contract and claimed to constitute allowable cost. (c) (1) Promptly after receipt of each invoice or voucher, the Government shall, subject to the provisions of paragraph (d) below, make payment thereon as approved by the Contracting Officer. (2) After payment of an amount equal to eighty percent (80%) of the total estimated cost of performance of this contract set forth in the Schedule, further payment on account of allowable cost shall be withheld until a reserve of either one percent (1%) of such total estimated cost, or ten thousand dollars ($10,000), whichever is less, shall have been set aside. (d) At any time or times prior to final payment under this contract, the Contracting Officer may have the invoices or vouchers and statements of cost audited. Each payment therefore made shall be subject to reduction for amounts included in the related invoice or voucher which are found by the Contracting Officer, on the basis of such audit, not to constitute allowable cost. Any payment may be reduced for overpayments, or increased for underpayments, on preceding invoices or vouchers. (e) On receipt and approval of the invoice or voucher designated by the Contractor as the "completion invoice" or "completion voucher" and upon compliance by the Contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f) below), the Government shall promptly pay to the Contractor any balance of allowable cost which has been withheld pursuant to (c) above or otherwise not paid to the Contractor. The completion invoice or voucher shall be submitted by the Contractor promptly 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 agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor or any assignee under this contract shall be paid by the Contractor to the Government, to the extent that they are properly allocable to costs for (1) an assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (ii) a release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions (A) specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor; (B) claims, together with reasonable expenses incidental thereto, based upon liabilities of the Contractor to third parties arising out of the performance of this contract: Provided, That such claims are not known to the Contractor on the date of the execution of the release, and Provided further, That the Contractor gives notice of such claims 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; (C) claims for reimbursement of costs, including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents; and (D) when there is included in this contract a clause entitled "Data Requirements," claims pursuant to such clause when a written request by the Contracting Officer to furnish data is made within the one (1) year period after final payment. (g) Any cost incurred by the Contractor under the terms of this contract which would constitute allowable cost under the provisions of this clause shall be included in determining the amount payable under this contract, notwithstanding any provisions contained in the specifications or other documents incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at his expense or without cost to the Government. § 18-7.451-4 Standards of work. Insert the clause set forth in § 187.302-3. In the Insert the clause set forth in § 187.203-7. Pursuant to procedures approved by the Comptroller General, original documentary evidence in support of costs of the transportation of things shall not be required pursuant to paragraph (a)(3) of said Records clause. case of contracts which establish separate periods of performance, the alternate paragraph (a) (4) clause set forth in § 18-7.203-7(b) may be submitted for the corresponding paragraph of the clause prescribed in § 18-7.203-7(a). § 18-7.451-8 Subcontracts. SUBCONTRACTS (JANUARY 1963) (a) The Contractor shall give advance notification to the Contracting Officer of any proposed subcontract hereunder which (i) is on a cost, cost-plus-a-fee, time and material or labor-hour basis, or (ii) is on a fixed-price basis exceeding in dollar amount either $25,000 or five percent (5%) of the total estimated cost of this contract. (b) In the case of a proposed subcontract which (i) is on a cost, cost-plus-a-fee, time and material, or labor-hour basis and which would involve an estimated amount in excess of $10,000, including any fee; or (ii) is proposed to exceed $100,000; or (iii) is one of a number of subcontracts under this contract with a single subcontractor for the same or related supplies or services which, in the aggregate, are expected to exceed $100,000; the advance notification required by (a) above shall include: (1) a description of the supplies or services to be called for by the subcontract; (ii) identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected, including the degree of competition obtained; (iii) the proposed subcontract price, together with the Contractor's cost or price analysis thereof and a statement as to whether the price is based on catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation; and (iv) identification of the type of contract proposed to be used. (c) (1) Except as provided in subparagraph (2) below, the Contractor shall not, without the prior written consent of the Contracting Officer, place any subcontract which: (i) is on a fixed-price basis exceeding in dollar amount either $25,000 or five percent (5%) of the total estimated cost of this - contract; (ii) is on a cost or cost-plus-a-fixed-fee basis; (iii) is on a time and material or laborhour basis; (iv) has experimental, developmental, or research work as one of its purposes; or (v) provides for the fabrication, purchase, rental, installation, or other acquisition of any item of industrial facilities, or of special tooling having a value in excess of $1,000. The Contracting Officer may, in his discretion, ratify in writing any such subcontract; such action shall constitute the consent of the Contracting Officer as required by this paragraph (c). (2) If this contract is with an educational institution, then provision (v) above is not applicable, but provisions (vi) and (vii) set forth below are added to the list of provisions included in subparagraph (1) and considered a part thereof. (vi) provides for the construction, purchase, rental, installation, or other acquisition of nonseverable industrial facilities, or (vii) provides for the fabrication, purchase, rental, installation, or other acquisition of any item of either (A) severable industrial facilities having a value in excess of $1,000 or the amount, if any, specified in the Schedule or Task Order, whichever is the lesser, or (B) special tooling having a value in excess of $1,000. (d) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-apercentage-of-cost basis. (e) The Contracting Officer may, in his discretion, specifically approve in writing any of the provisions of a subcontract. However, such approval or the consent of the Contracting Officer obtained as required by this clause shall not be construed to constitute a determination of allowability of any cost under this contract, unless such approval specifically provides that it constitutes a determination of the allowability of such cost. (f) The Contractor shall give the Contracting Officer immediate notice in writing of any action or suit filed, and prompt notice of any claim made against the Contractor by any subcontractor or vendor which, in the opinion of the Contractor, may result in litigation, related in any way to this contract with respect to which the Contractor may be entitled to reimbursement from the Government. (g) Notwithstanding (c) above, the Contractor may enter into subcontracts within (ii), or, if the subcontract is for special tooling, within (iii), of (c) above, without the prior written consent of the Contracting Officer if the Contracting Officer has, in writing, approved the Contractor's purchasing system and the subcontract is within the limitations of such approval. (h) The Contractor shall (1) insert in each price redetermination or incentive price revision subcontract hereunder the substance of the "Limitation on Payments" provision set forth in paragraph (1) of the clause prescribed by paragraph 7.108 of the NASA Procurement Regulation, including subparagraph (4) thereof, modified to omit mention of the Government and reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that portion of subparagraph (3) thereof relating to tax credits, and (ii) include in each cost-reimbursement type subcontract hereunder a requirement that each price redetermination and incentive price revision subcontract thereunder will contain the substance of the "Limitation on Payments" provision, including subparagraph (4) thereof, modified as outlined in (i) above. (i) To facilitate small business participation in subcontracting under this contract, the Contractor agrees to provide progress payments on the fixed-price types of subcontracts of those subcontractors that are small business concerns, in conformity with the standards for customary progress payments stated in paragraphs 503 and 514 of Appendix E of the Armed Services Procurement Regulation, as in effect on the date of this contract. The Contractor further agrees that the need for such progress payments will not be considered as a handicap or adverse factor in the award of subcontracts. The percentage and amount set forth in subparagraph (i) of paragraph (c) (1) of the clause set forth in this § 18-7.451-8 may be varied, and in subparagraphs (ii), (iii) and (iv) of paragraph (c) (1), dollar amounts not in excess of $10,000 may be established below which the prior written consent of the contracting officer need not be obtained. In addition to the foregoing authorized variations, in contracts with nonprofit institutions (other than educational institutions), the dollar amount set forth in subparagraph (v) may be increased. |