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. Promptly after receipt of each invoice or voucher, the Government shall, subject to the provisions of paragraph (e) below, make payment thereon as approved by the Contracting Officer.

(e) 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 theretofore 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.

(f) 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 below-listed provisions), the Government shall promptly pay to the Contractor any balance of allowable costs otherwise not paid to the Contractor.

(g) Prior to final payment under this contract, the Contractor shall deliver:

(i) 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 this provisions of contract relating to

patents; and

(D) when there is included in the Schedule of 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.

§ 18-7.460-3

Government property.

Insert the appropriate clause set forth in § 18-13.506.

§ 18-7.460-4 Subcontracts.

Insert the clause set forth in § 187.451-8. See instructions following the clause for authorized changes.

§ 18-7.460-5 Insurance-liability to third persons.

In accordance with the requirements of § 18-7.402-26, insert either the clause set forth in § 18-7.203-22 or the appropriate clause indicated in § 18-7.402-26. When the clause in § 18-7.203-22 is used, the title "Allowable Cost, Fixed Fee, and Payment" in paragraph (c) of the clause shall be changed to read "Limitation of Cost-Allowable Cost and Payment." § 18-7.460-6 Records.

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 will not be required pursuant to paragraph (a)(3) of said "Records" clause. In the case of contracts which establish separate periods of performance, alternate paragraph (a) (4) clause, set forth in § 18-7.203-7(b), may be substituted for the corresponding paragraph of the clause prescribed in § 18-7.203–7(a).

§ 18-7.460-7 Release of information.

Insert the clause set forth in § 187.350-5.

DEFINITIONS (MARCH 1963)

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.

(e) "Related Procurement Contract" means a Government contract or subcontract for furnishing supplies or services of any description for the performance of which the use of the facilities is or may be authorized.

(f) "Material" means property which may be incorporated into or attached to an end item to be delivered under a contract or which may be consumed or expended in the performance of a contract. It includes but is not limited to raw and processed material, parts, components, assemblies, small tools, and supplies which may be consumed in normal use in the performance of the contract.

(g) "Special tooling" means all jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment, other special equipment and manufacturing aids, and replacements therefor, acquired or manufactured by the contractor for use in the performance of a contract or subcontract, which are of such a specialized nature that, without substantial modification or alteration, their use is limited to the production of such supplies or parts thereof, or the performance of such services, as are peculiar to the needs of the Government. The term does not include:

(1) items of tooling or equipment acquired by the contractor prior to the contract, or replacements thereof, where minor alteration is required for use in the performance of the contract, or

(ii) consumable small tools, or

(iii) general or special machine tools, or similar capital items.

(h) "Facilities" means property, other than material and special tooling, to be used for the performance of a contract or subcontract, including but not limited to real property and rights therein, buildings, structures, improvements, and plant equip

ment.

§ 18-7.702-2 Representations and warranties. REPRESENTATIONS

AND WARRANTIES (MARCH 1963)

(a) The Government makes no warranty, express or implied, regarding the condition of fitness for use of any item of the Facilities. To the extent practicable, the Contractor shall be afforded an opportunity to inspect all items of Facilities that are to be furnished by the Government prior to the shipment of such Facilities to the Contractor. In the event that any item of such Facilities is received by the Contractor in a condition not suitable for the intended use the Contractor shall, within thirty (30) days after receipt and installation thereof, notify the Contracting Officer of such fact and, as directed by the Contracting Officer and at Government expense, either (i) return such item or otherwise dispose of it, or (ii) effect repairs or modifications.

(b) Appropriate equitable adjustment may be made in any related procurement contract of the Contractor which so provides and which is affected by the return or disposition, or the repair or modification, of

any item of Facilities under paragraph (a) above.

§ 18-7.702-3 Inspection.

INSPECTION (MARCH 1963)

(a) The Facilities and work called for by this contract shall be subject to inspection and test by the Government, to the extent practicable at all times and places including the period of manufacture. The Contractor shall provide and maintain an inspection system acceptable to the Government covering the Facilities and work called for by this contract. The Government, through any authorized representative, may inspect such Facilities and work at the plant or plants of the Contractor or any of his subcontractors engaged in the performance of this contract. If any inspection or test is made by the Government on the premises of the Contractor or a subcontractor, the Contractor shall provide and shall require subcontractors to provide all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. All inspections and tests by the Government shall be performed in such a manner as will not unduly delay the work to be performed by the Contractor under this contract or any related procurement contract.

(b) The Contracting Officer may at any time require the Contractor to remedy by correction or replacement any Facilities or work which are defective or otherwise not in conformity with the requirements of this contract. Except as otherwise provided in paragraph (c) below, such corrections and replacements shall be carried out at Government expense if under the terms of this contract the Facilities or work thus corrected or replaced were initially provided or required to be performed at Government expense.

(c) The Contracting Officer may at any time require the Contractor, without cost to the Government hereunder or under any of his related procurement contracts or subcontracts, to correct or replace any Facilities or work which are defective or otherwise not in conformity with the requirements of this contract, if such defects or failures are due to lack of good faith or willful misconduct on the part of any of the Contractor's directors or officers, or on the part of any of his managers, superintendents, or other equivalent representatives who has supervision or direction of:

(i) all or substantially all of the Contractor's business; or

(ii) all or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed; or

(iii) a separate and complete major industrial operation in connection with the performance of this contract.

(d) Corrected or replaced Facilities or work shall be subject to the provisions of this clause in the same manner and to the same extent as Facilities or work originally completed under this contract.

(e) The Contractor shall make his records of all inspection work available to the Government during the performance of this contract and for such longer periods as may be specified in this contract. § 18-7.702-4

Government bills of lad

ing. GOVERNMENT BILLS OF LADING (MARCH 1963)

All shipments of the Facilities shall be made on Government bills of lading, unless otherwise authorized by the Contracting Officer. The required number of such Government bills of lading will be furnished to the Contractor by, and the Contractor shall be accountable therefor to, the transportation activity designated by the Contracting Officer.

§ 18-7.702-5 Limitation of cost.

LIMITATION of Cost (MARCH 1963)

(a) It is estimated that the total cost to the Government for the performance of work under the Schedule of this contract which is provided herein to be at Government expense will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform such work 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 such work in the next succeeding thirty (30) days, when added to all costs previously incurred, will exceed eighty-five percent (85%) 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 such work 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 his revised estimate of such total cost for the performance of such work.

(b) The Government shall not be obligated to reimburse the Contractor under this contract for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue the performance of work under this contract which is provided herein to be at Government expense, or to incur costs therefor, 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 performing such work. 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.

§ 18-7.702-6 Records.

Insert the clause set forth in § 18-7.203-7. § 18-7.702-7 Title.

TITLE (MARCH 1963)

(a) Title to all Facilities and components furnished by the Government shall remain in the Government. Title to all Facilities and components purchased by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this contract, shall pass to and vest in the Government upon delivery of such property by the vendor. Title to other property, the cost of which is reimbursable to the Contractor under this contract, shall pass to and vest in the Government upon (i) issuance for use of such property in the performance of this contract or (ii) commencement of processing or use of such property in the performance of this contract, or (iii) reimbursement of the cost thereof by the Government, whichever first occurs.

(b) Title to the Facilities shall not be affected by their incorporation in or attachment to any property not owned by the Government, nor shall any item of the Facilities be or become a fixture or lose its identity as personalty by reason of affixation to any realty. Except as otherwise authorized by this contract or by the Contracting Officer, the Contractor (i) shall keep the Facilities free and clear of all liens and encumbrances, and (ii) shall not remove or otherwise part with possession of, or permit the use by others of any of the Facilities.

(c) The Contractor may, with the written approval of the Contracting Officer, install, arrange, or rearrange on premises furnished by the Government hereunder, readily movable machinery, equipment, and other items belonging to the Contractor. Title to any such item shall remain in the Contractor even though it is affixed to realty owned by the Government, unless it is so permanently attached to such realty as to be nonremovable without substantial injury, as determined by the Contracting Officer, to the property of the Government. § 18-7.702-8

Access.

ACCESS (MARCH 1963)

The Government and any persons designated by it shall at all reasonable times have access to the premises where any of the Facilities are located.

§ 18-7.702-9 Liability for the facilities. LIABILITY FOR THE FACILITIES (MARCH 1963)

(a) The Contractor shall not be liable for any loss or damage to the Facilities, or for expenses incidental to such loss or damage, except that the Contractor shall be responsible for any such loss or damage (including expenses incidental thereto) which results from:

(i) a risk expressly required to be insured pursuant to paragraph (c) of this clause, but only to the extent of the insurance so required to be procured and maintained, or to the extent of insurance actually procured and maintained, whichever is greater;

(ii) a risk which is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of said insurance or reimbursement;

(iii) willful misconduct or lack of good faith on the part of any of the Contractor's directors or officers or on the part of any of its managers, superintendents, or other equivalent representatives, who have supervision or direction of (A) all or substantially all of the Contractor's business, (B) all or substantially all of the Contractor's operations at any one plant or separate location in which the Facilities are installed or 10cated, or (C) any separate and complete major industrial operation in connection with which the Facilities are used;

(iv) a failure, due to willful misconduct or lack of good faith on the part of any of the Contractor's directors, officers, or other representatives mentioned in (iii) above, (A) to maintain a program for the protection and preservation of the Facilities, or (B) to take all reasonable steps to comply with any appropriate written directions or instructions which the Contracting Officer may prescribe as reasonably necessary for the protection of the Facilities;

(v) a risk for which the Contractor is otherwise responsible under the express terms of the clause or clauses designated in the Schedule;

Provided That, if more than one of the exceptions numbered (i) through (v) above shall be applicable in any case, the Contractor's liability under any one exception shall not be limited by any other exception.

(b) This clause shall not be construed as relieving a subcontractor hereunder from liability for loss or destruction of or damage to Facilities in his possession or control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, may provide for the relief of the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provision requiring the return of all Facilities in as good condition as when received except for reasonable wear and tear or for the utilization of the property