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CONTRACT CLAUSES

funds shall be repaid by the Contractor to the Government upon demand.

(g) Lien on Property Under Contract. Any and all advance payments made under this contract shall be secured by a lien in favor of the Government, paramount to all other liens, upon the supplies or other things covered by this contract and on all material and other property acquired for or allocated to the performance of this contract, except to the extent that the Government by virtue of any other provision of this contract, or otherwise, shall have valid title to such supplies, materials, or other property as against other creditors of the Contractor. The Contractor shall identify by marking or segregating all property which is subject to a lien in favor of the Government by virtue of any provision of this contract in such a way as to indicate that it is subject to such lien and that it has been acquired for or allocated to the performance of this contract. If for any reason such supplies, materials, or other property are not identified by marking or segregation, the Government shall be deemed to have a lien to the extent of the Government's interest under this contract on any mass of property with which such supplies, materials, or other property are commingled. The Contractor shall maintain adequate accounting control over such property on his books and records.

If, at any time during the progress of the work on the contract, it becomes necessary to deliver any item or items and materials upon which the Government has a lien as aforesaid to a third person, the Contractor shall notify such third person of the lien herein provided and shall obtain from such third person a receipt in existence of such lien. A delivered by the Contractor to this contract is terminated

duplicate, acknowledging the copy of each receipt shall be the Contracting Officer. If in whole or in part and the Contractor is authorized to sell or retain termination inventory acquired for or allocated to this contract, such sale or retention shall be made only if approved by the Contracting Officer, which approval shall constitute a release of the Government's lien hereunder to the extent that such termination inventory is sold or retained, and to the extent that the proceeds of the sale, or the credit allowed for such retention on the Contractor's termination claim, is applied in reduction of advance payments then outstanding hereunder.

(h) Default Provisions._Upon the occurrence of any of the following events of default,

(1) termination of this contract by reason of fault of the Contractor;

(ii) a finding by the Contracting Contractor

Officer that the

to

(A) has failed to observe any of the covenants, conditions or warranties of these provisions or has failed comply with any material provision of this contract, or

7.452-4

CFR TITLE 41 CHAPTER 18

CLAUSES FOR COST-TYPE R&D CONTRACTS

(B) has SO failed to make progress, or is in such unsatisfactory financial condition, as to endanger performance of this contract, or

[blocks in formation]

(D) is delinquent in payment of taxes or of the costs of performance of this contract in the ordinary course of business;

or

or

the

(iii) appointment of a trustee, receiver or liquidator for all or a substantial part of the Contractor's property, institution of bankruptcy, reorganization, arrangement liquidation proceedings by or against the Contractor; or (iv) the commission of an act of bankruptcy; Government, without limiting any rights which it may otherwise have, may, in its discretion and upon written notice to the Contractor, withhold further withdrawals and payments on this contract.

Upon the continuance of any such events of default for a period of thirty (30) days after such written notice to the Contractor, the Government may, in its discretion, and without limiting any other rights which the Government may have, take the following additional actions as it may deem appropriate in the circumstances;

(A) charge interest on advance payments outstanding during the period of any such default at the rate established by the Secretary of the Treasury pursuant to Public Law 92-41, 85 Stat. 97 for the Renegotiation Board;

(B) demand immediate repayment of the balance of advance payments hereunder; or

unliquidated

(c) take possession of and, with or without advertisement, sell at public sale at which the Government may be the purchaser, or at private sale, all or any part of the property on which the Government has a lien under this contract and, after deducting any expenses incident to such sale, apply the net proceeds of such sale in reduction of the unliquidated balance of advance payments hereunder and in reduction of any other claims of the Government against the Contractor.

any

(i) Prohibition Against Assignment. Notwithstanding other provisions of this contract, the Contractor shall not transfer, pledge, or otherwise assign this contract or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company, or other financing

institution.

(3) Information-Access to Records. The Contractor shall furnish to the cognizant NASA installation Financial Management Office quarterly Federal Cash Transactions Reports (Standard Form 272) as prescribed in instructions provided to the Contractor and such other information concerning the financial operation of the Contractor's business as may be requested. The Contractor shall afford to the Contracting

NASA PROCUREMENT REGULATION

7.452-4

CONTRACT CLAUSES

Officer or his representative proper facilities for inspection of the Contractor's books, records and accounts, at all reasonable times until the expiration of 3 years from the date of final payment under this contract.

(x) Other Security. The terms of this contract shall be considered adequate security for advance payments hereunder, except that if at any time the Contracting Officer deems the security furnished by the Contractor to be inadequate, the Contractor shall furnish such additional security as may be satisfactory to the Contracting Officer, to the extent that such additional security is available.

(b) The contracting officer, in consultation with General Counsel, may require special security provisions if appropriate in particular cases. For example, the following clause may be included if considered appropriate:

SECURITY FOR ADVANCE PAYMENTS (OCTOBER 1978)

During the period of time that advance payments may be made hereunder and so long as any such advance payments remain unliquidated, the Contractor shall not mortgage, pledge, or otherwise encumber, or suffer to be encumbered, any of the assets of the Contractor 'now owned or hereafter acquired by him, or permit any preexisting mortgages, liens, or other encumbrances to remain on or attach to any assets of the Contractor which are allocated to the performance of this contract and with respect to which the Government has a lier hereunder, without the prior written consent of the Contracting Officer.

7.452-5 and 7.452-6 Reserved.

Priorities,

Allocations,

and

Allotments. In

7.452-7 accordance with the requirements of 1.307-2, insert the clause set forth therein.

7.452-8 Communist Areas. In accordance with the requirements of 6.403, insert the clause set forth therein.

7.452-9 Negotiated Overhead Rates. Where negotiaťed overhead rates are to be used pursuant to Part 3, Subpart 7, the appropriate clause set forth in 3.704 shall be included in the contract.

7.452-10 Notice to the Government of Labor Disputes. Whenever work is to be performed and a work stoppage Would result in delay in an urgent NASA program, insert the clause set forth in 7.104-4.

7.452-11 Subcontractor Cost or Pricing Data. In accordance with the requirements of 3.807-4, insert the appropriate clause set forth in 7.104-43. 7.452-12 Limitation

оп Withholding of Payments.

accordance with the requirements of 7.104-21, clause set forth therein.

In

insert

the

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CLAUSES FOR COST-TYPE R&D CONTRACTS

7.452-13 Price Reduction for Defective Cost or Pricing Data. Insert the clause set forth in 7.104-28. 7.452-14 Changes to Make-or-Buy Program.

In accordance with

the requirements of 3.901-4 (b), insert the clause set forth therein.

7.452-15 Frequency Authorization. In accordance with 7.10426, insert the clause set forth therein.

7.452-16 Required Source for Jewel Bearings and Related Items. In accordance with the requirements of 1.315, insert the clause set forth therein.

7.452-17 Waiver of Facilities Capital Cost of Money. In accordance with 3.808-7 insert the clause set forth therein, the contract is with a nonprofit organization which is subject to the cost principles in Part 15, Subpart 2. 7.452-18 through 7.452-22 Reserved7

if

7.452-23 General Services Administration Supply Sources. accordance with the requirements of 5.907, the clause forth therein shall be included in the contract.

7.452-24 Labor Surplus Area Subcontracting Program. accordance with the requirements of 1.805-3(b), insert clause set forth therein.

In

set

In the

NASA PROCUREMENT REGULATION

Next page is 7-4:137

7.452-24

CLAUSES FOR COST-TYPE R&D CONTRACTS

7.452-50 Optional Data Requirements. In accordance with the requirements of 9.203-2, insert the clause set forth therein.

7.452-51 Approval of Contract. The clause set forth in 7.104-51 shall be included when approval of the contract by the Assistant Administrator for Procurement is required. 7.452-52 Preference for United States-Flag Vessels. Under the circumstances described in Part 1, Subpart 14, insert the clause set forth in 1.1402-3.

7.452-53 Limitation of Government's Obligations. Where funding to complete the entire contract is not available at the time it is entered into, the clause set forth in 7.204-53 shall be included in the contract, with an implementing Schedule provision.

7.452-54 Financial Reporting of Government-Owned/Contractor-Held Property. In accordance with the instructions in 7.104-54, insert the clause set forth therein.

7.452-55 Cost Accounting Standards. In accordance with 3.1204, insert the clause set forth in 7.104-55.

7.452-56 NASA Financial Management Reporting. Insert the appropriate clause set forth in 7.104-53 in accordance with the instructions set forth therein.

7.452-57 Key Personnel and Facilities. In accordance with the requirements of 1.352, insert the clause set forth therein.

7.452–58 Safety and Health. In accordance with the requirements of Part 1, Subpart 52, insert the clause set forth in 1.5204.

7.452-59 [Reserved]

7.452-60 Report on NASA Subcontracts. In accordance with the requirements of 21.500, insert the clause set forth therein.

7.452–61 Rights in Data for Potentially Hazardous Items. In accordance with the requirements of 9.203-6, insert the clause specified therein.

7.452-62 Potentially Hazardous Items. In accordance with the requirements of 1.351, insert the clause set forth therein.

86.

7.452-63 Order of Precedence. In accordance with 7.104-56, insert the clause set forth therein. 7.452-64 [Reserved]

7.452-65 through 7.452–85 [Reserved]

7.452-86 Notification of Changes. In accordance with 26.802, insert the clause set forth in 7.104

7.453 Additional Clauses. Except as otherwise provided in 7.460, the following clauses shall be inserted in all contracts prescribed in 7.450-1 if it is desired to cover the subject matter. 7.453-1 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 Governmentfurnished 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 (i) in the estimated cost or delivery schedule, or both, and (ii) 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.

In the foregoing clause, the period of “sixty (60) days" within which any claim for adjustment must be asserted may be reduced to a period of not less than "thirty (30) 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 NASA PROCUREMENT REGULATION

7.453-1

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