(a) The Contractor shall establish, maintain and use in the performance of this contract Cost/Schedule Control Systems meeting the criteria (DODI 7000.2 Performance Measurement for Selected Acquisitions). Prior to acceptance by the Contracting Officer and within one hundred twenty (120) calendar days after contract award, the Contractor shall be prepared to demonstrate the operation of his systems to the Government to verify that the proposed systems meet the established criteria set forth above. As a part of the demonstration, review and acceptance procedure, the Contractor shall furnish the Government a description of the Cost/Schedule Control Systems applicable to this contract in such form and detail as indicated the the AFSCP/AFLCP 173-5, DARCOM-P 715-5, NAVMAT P-5240 Cost Schedule Control Systems Criteria Joint Implementation Guide hereinafter referred to as the guide, or required by the Contracting Officer. The Contractor agrees to provide access to all pertinent records, data and plans as requested by representatives of the Government for the conduct of the review. (b) The description of the management systems accepted by the Contracting Officer, identified by title and date, shall be referenced in the contract. Such systems shall be maintained and used by the Contractor in the performance of this contract. (c) Contractor changes to the accepted systems shall be submitted to the Contracting Officer for review and approval. The Contracting Officer shall advise the Contractor of the acceptability of such changes within sixty (60) days after receipt from the Contractor. When systems existing at time of contract award do not comply with the criteria, adjustments necessary to assure compliance will be effected at no change in contract price or fee. (d) The Contractor agrees to provide access to all pertinent records and data requested by the Contracting Officer or his duly authorized representative for the purpose of permitting Government surveillance to insure continuing application of the accepted systems to this contract. Deviations from accepted systems discovered during contract performance shall be corrected as directed by the Contracting Officer. (e) The Contractor shall require that each selected subcontractor, as mutually agreed to between the Government and the Contractor and as set forth in the schedule of this contract, shall meet the Cost/Schedule Control Systems criteria as set forth in the guide and shall incorporate in all such subcontracts adequate provisions for demonstration, review, acceptance and surveillance of subcontractors' systems, to be carried out by the Government when requested by either the prime or subcontractor. (f) If the Contractor or subcontractor is utilizing Cost/Schedule Control Systems which have been previously accepted, or is operating such systems under a current Memorandum of Understanding, the Contracting Officer may waive all or part of the provisions hereof concerning demonstration and review. DAR 7-104.87 and DAC 76-18 **L.73 ENGINEERING CHANGE PROPOSALS (a) The Contracting Officer may at any time, in writing, request the Contractor to prepare and submit an Engineering Change Proposal (ECP) as that term is defined in DOD-STD480, within the scope of this contract, as hereafter set forth in paragraphs b, c and d - below. Upon receipt of such request, the Contractor shall submit to the Contracting Officer the information specified by, and in the format required by paragraph 4 of, DOD-STD-480. (b) Any Government requested or Contractor initiated ECP shall set forth a final price and delivery adjustment, for purposes of negotiating an acceptable ECP from a cost and technical viewpoint. (c) Emergency ECP's shall set forth a "not-to-exceed" price and delivery adjustment, subject to downward negotiation, acceptable to the Contractor if the Government subsequently orders such ECP. An emergency ECP, would effect a change in operational characteristics, which, if not accomplished without delay, may seriously compromise the national security or correct a hazardous condition which may result in fatal or serious injury to personnel or cause extensive damage to or destruction of equipment. (d) Change orders issued pursuant to the Changes clause of this contract shall not be considered an authorization to the Contractor to exceed the estimated cost set forth in the Schedule in the absence of a statement in the change order, or other contract modification, increasing the estimated cost. This paragraph does not preclude any revision(s) or correction(s) of an ECP in accordance with paragraph 4.10 and 4.11 of MIL-STD-480. Concurrently with the submission of any ECP under this contract in which the proposed aggregate cost is $100,000 or greater, the Contractor shall submit to the Contracting Officer a completed DD Form 633-5. At the time of agreement upon the price of the ECP, the Contractor shall submit a signed Certificate of Current Cost or Pricing Data. DAR 7-104.89 and 26-205 **L.74 CHANGE ORDER ACCOUNTING When the Contracting Officer estimates that the cost of a change or series of related changes will exceed $100,000, he may require change order accounting. The Contractor, for each such change or series or related changes, shall maintain separate accounts, by job order or other suitable accounting procedure, of all incurred segregable, direct costs (less allocable credits), of work, both changed and not changed, allocable to the change. Such accounts shall be maintained until the parties agree to an equitable adjustment for the change order. DAR 7-104.90 and 26-205 **L.77 CERTIFICATION OF REQUESTS FOR ADJUSTMENT OR RELIEF EXCEEDING $100,000 (1979 MARCH) a. Any contract claim, request for equitable adjustment to contract terms, request for relief under Public Law 85-804, or other similar request exceeding $100,000 shall, at the time of submission, bear the following certificate given by a senior company official in charge at the plant or location involved: "I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief; and that the amount requested accurately reflects the contract adjustment for which the contactor believes the Government is liable. (Official's Name) (Title) DRSTS-P Form 050 Replaces DRSAV-P Form 1554, 1 Apr 76, which may be used. 1 Aug 77 6554 CONTINUATION SHEET NAME OF OFFEROR OR CONTRACTOR Lockheed Missiles & Space Co., Inc. SECTION L GENERAL PROVISIONS (Cont'd) L. 77 CERTIFICATION OF REQUESTS FOR ADJUSTMENT OR RELIEF EXCEEDING $100,000 (1979 MARCH) (Cont'd) b. The certification in paragraph (a) requires full disclosure of all relevant facts, including cost and pricing data. c. The certification requirement in paragraph (a) does not apply to: (1) requests for routine contract payments, for example, those for payment for accepted supplies and services, routine vouchers under cost reimbursement type contracts and progress payment invoices; (11) final adjustments under incentive provisions of contracts; (iii) claims submitted and certified under the Disputes Clause of this contract by a senior company official in charge at the plant or location involved. DAR 7-104.102 **L. 78 ALTERATIONS IN CONTRACT (1949 JUL). The following alterations have been made in the provisions of this contract. (DAR 7-105.1(a)). *a. In General Provision 85, entitled "Insurance-Liability to Third Persons (1966 DEC)", insert the words "the Contracting Officer" in the space provided. *b. In General Provision 87, entitled "Flight Risks (1975 Oct)", (1) the words "the cognizant Government Flight Representative" are inserted in paragraphs (a) and b(ii); (11) the term "aircraft" as defined in paragraph (b)(i) is hereby deemed to mean air vehicles (including (1) complete air vehicles, and (ii) air vehicles in the course of being manufactured, disassembled, or reassembled, provided that a mission payload subsystem is attached to such air vehicles) to be furnished to the Government under this contract (whether before or after acceptance by the Government). All other references to the word "aircraft" shall be deemed to mean "Air Vehicle". *c. In General Provision 94, entitled "Inspection and Correction of Defects (1974 OCT)", substitute "Allowable Cost, Incentive Fee and Payment" for "Allowable Cost, Fixed Fee and Payment", "incentive fee" for "fixed fee", where they appear in paragraph (b) of the clause. Also in paragraph (g), change reference to the "Government Property" clause to Government Property (Cost Reimbursement)" clause. *d. The following General Provision 96, entitled, "Subcontracts," shall be added as paragraph (k) to General Provision 95, entitled, "Subcontracts (1979 MAR)": (k) Notwithstanding approval of the Contractor's procurement system, the Contractor shall not enter into certain subcontracts or classes of subcontracts set forth elsewhere in this contract without the prior written consent of the Contracting Officer. With respect to subcontracts so identified, the advance notification requirement of paragraph (a) above DRSTS-P Form Replaces DRSAV-P Form 1554, 1 Apr 76, which may be used. 051 shall be fully applicable even though the Contractor's procurement system has been approved and those subcontracts are within the scope of the approval. *e. In General Provision 98, entitled "Changes (1967 APR)", "thirty (30) days" cited in paragraph b. is changed to "forty-five (45) days." **L. 79 STOP WORK ORDER (1971 APR) (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) days after the order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either; (1) cancel the stop work order, or (ii) terminate the work covered by such order as provided in the "Default" or the "Termination" clause of the contract. (b) If a stop work order issued under this clause is cancelled or the period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other provisions of the contract that may be affected, and the contract shall be modified in writing accordingly, if: (1) the stop work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (ii) the Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage; provided that, if the Contracting Officer decides that facts justify such action, he may receive and act upon any such claim asserted at any time prior to final payment under this contract. (c) If a stop work order is not cancelled and the work covered by such order is terminated for the convenience of the Government, the reasonable costs resulting from the stop work order shall be allowed in arriving at the termination settlement. (d) If a stop work order is not cancelled and the work covered by such order is terminated for default, the reasonable costs resulting form the stop work order shall be allowed by equitable adjustment or otherwise. DAR 7-105.3(c) and 7-205.6 **L.80 ALLOWABLE COST, INCENTIVE FEE, AND PAYMENT (1978 SEP) (a) (1) For the performance of this contract, the Government shall pay to the Contractor (1) the cost thereof (herein referred to as "allowable cost") determined by the Contracting Officer to be allowable in accordance with: DRSTS-P Form 1 Aug 77 052 6554 Replaces DRSAV-P Form 1554, 1 Apr 76, which may be used. CONTINUATION SHEET NAME OF OFFERÖR ÖR CONTRACTOR Lockheed Missiles & Space Co., Inc. SECTION L- GENERAL PROVISIONS (Cont'd) L.80 ALLOWABLE COST, INCENTIVE FEE, AND PAYMENT (1978 SEP) (Cont'd) (A) Part 2 of Section XV of the Armed Services Procurement Regulation as in effect on the date of this contract; and (2) The target cost and target fee of this contract are set forth in the Schedule and shall be subject to adjustment in accordance with (n) and (o) below. As used throughout this contract the term (1) "target cost" means the estimated cost of this contract initially negotiated, adjusted in accordance with (n) below; and (11) "target fee" means the fee which was initially negotiated on the assumption that this contract would be performed for a cost equal to the estimated cost of this contract initially negotiated, adjusted in accordance with (n) below. (b) Payments shall be made to the Contractor when requested as work progresses, but not more frequently than bi-weekly, in amounts 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 for the performance of this contract and claimed to constitute allowable cost. For this purpose, except as provided herein with respect to pension, profit sharing, and employee stock ownership plan contributions, the term "costs" shall include only those recorded costs which result, at the time of the request for reimbursement, from payment by cash, check, or other form of actual payment for items or services purchased directly for the contract, together with (when the Contractor is not delinquent in payment of costs of contract performance in the ordinary course of business) costs incurred, but not necessarily paid, for materials which have been issued from the Contractor's stores inventory and placed in the production process for use on the contract, for direct labor, for direct travel, for other direct inhouse costs, and for properly allocable and allowable indirect costs, as is shown by records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts plus the amount of progress payments which have been paid to Contractor's subcontractors under similar cost standards. In addition, when the aforementioned contributions are paid by the Contractor to the pension, profit sharing, or employee stock ownership plan funds less frequently than quarterly, accrued costs therefor shall be excluded from indirect costs for payment purposes until such costs are paid. If such contributions are paid on a quarterly or more frequent basis, accruals therefor may be included in indirect costs for payment purposes provided that they are paid to the fund within thirty (30) days after the close of the period covered. If payments are not made to the fund within such thirty-day period, these contributions shall be excluded from indirect cost for payment purposes until payment has been made. (See 15205.6(f)). The restriction on payment more frequently than bi-weekly and the requirement of prior payment for items or services purchased directly for the contract shall not apply where the Contractor is a small business concern. (c) Promptly after receipt of each invoice or voucher and statement of cost, the Government shall, except as otherwise provided in this contract, subject to the provisions of (1) below, make payment thereon as approved by the Contracting Officer. Normally payment of fee shall be made to the Contractor as specified in the schedule. However, when in the DRSTS-P Form Replaces DRSAV-P Form 1554, 1 Apr 76, which may be used. 053 |