GOVERNMENT PROPERTY

(2) In the event of any decrease in or substitution of property pursuant to subparagraph (1) above, or any withdrawal of authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the Contractor (or if the substitution of property causes a decrease in the cost of performance, on his own initiative), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution or withdrawal, in accordance with the procedures provided for in the "Changes" clause of this contract.

(c) Title.

(1) Title to all property furnished by the Government shall remain in the Government.

(2) Notwithstanding subparagraph (1) above, title to equipment purchased by the Contractor with funds available for research having an acquisition cost of less than $1,000 shall vest in the Contractor upon acquisition provided that the Contractor shall have obtained approval of the Contracting Officer prior to acquisition of such property.

(3) Title to equipment having an acquisition cost of $1,000 or more, purchased by the Contractor with funds available for the conduct of research, shall vest as set forth in the contract.

(4) If title to equipment is vested pursuant to (2) or (3) above, the Contractor agrees that no charge will be made to the Government for any depreciation, amortization, or use charge with respect to such equipment under any existing or future Government contract or subcontract thereunder.

(5) The Contractor shall furnish the Contracting Officer a list of all equipment acquired under subparagraph (2) above within ten (10) days following the end of the calendar quarter during which such equipment was received.

(6) All Government furnished property, together with all property acquired by the Contractor, title to which vests in the Government under this clause, is hereinafter collectively referred to as "Government Property."

(7) Title to the Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty.

(8) Title to all property purchased by the Contractor, for the cost of which the Contractor is to be reimbursed as a direct item of cost under this contract and which under the provisions of this contract is to vest in the Government, 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 to be reimbursed to the Contractor under this contract and which under the provisions of this contract is to vest in the Government, 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 or processing or use of such property in the performance of this contract, or (ii) reimbursement of the cost thereof by the Government, whichever first occurs.

(d) Property Administration. The Contractor shall comply with the provisions of the "Control of Property in Possession of Non-profit Research and Development Contractors" (Appendix C, NASA Procurement Regulation) as in effect on the date of the contract, which is hereby incorporated by reference and made a part of this contract.

(e) Use of Government Property. The Government property shall, unless otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract.

(f) Utilization. Maintenance and Repair of Government Property. The Contractor shall maintain and administer, in accordance with sound business practice, and in accordance with applicable provisions of Appendix C, a program for the utilization, maintenance, repair, protection and preservation of Government property so as to assure its full availability and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to comply with all appropriate directions or instructions which the Contracting Officer may prescribe as reasonably necessary for the protection of the Government property.

(g) Risk of Loss.

(1) The Contractor shall not be liable for any loss of or damage to the Government property, 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):

(1) which results from 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 his managers, superintendents, or other equivalent representatives, who has supervision or direction of all or substantially all of the Contractor's business, or all or substantially all of the Contractor's operations at any one plant, laboratory, or separate location in which this contract is being performed;

(i) which results from a failure on the part of the Contractor, due to the willful misconduct or lack of good faith on the part of any of his directors, officers, or other representatives mentioned in (i) above, (A) to maintain and administer, in accordance with sound business practice, the program for utilization, maintenance, repair, protection and preservation of Government property as required by (f) above, or to take all reasonable steps to comply with any appropriate written directions of the Contracting Officer under (f) above, or (B) to establish, maintain and administer, in accordance with (d) above, a system for control of Government property;

(iii) for which the Contractor is otherwise responsible under the express terms of the clause or clauses designated in the schedule;

(iv) which results from a risk expressly required to be insured under some other provision of this contract, 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; or

(v) which results from a risk which is in fact covered by insurance of for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement.

Any failure of the Contractor to act as provided in subparagraph (ii) above, shall be conclusively presumed to be a failure resulting from willful misconduct, or lack of good faith on the part of such directors, officers, or other representatives mentioned in subparagraph (i) above, if the Contractor is notified by the Contracting Officer by registered or certified mail, addressed to one of such directors, officers, or other representatives, of the Government's disapproval, withdrawal of approval, or nonacceptance of the Contractor's program or system. In such event, it shall be presumed that any loss of or damage to Government property resulted from such failure. The Contractor shall be liable for such loss or damage

13.707

CFR TITLE 41 CHAPTER 18

CONTRACT CLAUSES

unless he can establish by clear and convincing evidence that such loss or damage did not result from his failure to maintain an approved program or system or occurred during such time as an approved program or system for control of Government property was maintained.

If more than one of the above exceptions shall be applicable in any case, the Contractor's liability under any one exception shall not be limited by any other exception.

(2) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insuranace, or any provision for a reserve, covering the risk of loss of or damage to the Government property, except to the extent that the Government may have required the Contractor to carry such insurance under any other provision of this contract. (3) Upon the happening of loss or destruction of or damage to the Government property, the Contractor shall notify the Contracting Officer thereof, and shall communicate with the Loss and Salvage Organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage Organization so designated (unless the Contracting Officer has designated that no such organization be employed), shall take all reasonable steps to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the Government property in the best possible order, and furnish to the Contracting Officer a statement of:

(i) the lost, destroyed, and damaged Government property;

(ii) the time and origin of the loss, destruction, or damage;

(iii) all known interests in commingled property of which the Government property is a part; and

(iv) the insurance, if any, covering any part of or interest in such commingled property.

The Contractor shall make repairs and renovations of the damaged Government property or take such other action as the Contracting Officer directs.

(4) In the event the Contractor is indemnified, reimbursed, or otherwise compensated for any loss or destruction of or damage to the Government property, he shall use the proceeds to repair, renovate or replace the Government property involved, or shall credit such proceeds against the cost of the work covered by the contract, or shall otherwise reimburse the Government, as directed by the Contracting Officer. The Contractor shall do nothing to prejudice the Government's right to recover against third parties for any such loss, destruction or damage, and upon the request of the Contracting Officer, shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including assistance in the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

*(5) If this contract is for the development, production, modification, maintenance or overhaul of aircraft, or otherwise involves the furnishing of aircraft by the Government, the clause of this contract entitled "Flight Risks" shall control, to the extent it is applicable, in the case of loss or destruction of, or damage to, aircraft. (*This subparagraph may be omitted where it is clearly inapplicable).

(h) Access. The Government, and any persons designated by it, shall at all reasonable times have access to the premises wherein any of the Government property is located, for the purpose of inspecting the Government property.

(i) Disposition of Government Property. Upon completion or expiration of this contract, or at such earlier dates as may be fixed by the Contracting Officer, any Government property which has not been consumed in the performance of this contract, or which has not been disposed of as provided for elsewhere in this clause, or for which the Contractor has not otherwise been relieved of responsibility, shall be disposed of in the same manner, and subject to the same procedures, as is provided in paragraph (g) of the clause of this contract entitled "Termination for the Convenience of the Government" with respect to termination inventory. The proceeds of any such disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract, or shall otherwise be credited to the cost of the work covered by this contract, or shall be paid in such other manner as the Contracting Officer may direct. Pending final disposition of such property, the Contractor agrees to take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation thereof.

(j) Removal of Government Property and Abandonment. If the Contractor determines any Government property to be in excess of his needs under this contract, such Government property shall be disposed of in the same manner as provided by paragraph (i) above, except that the Government may abandon any Government property in place and thereupon all obligations of the Government regarding such abandoned property shall cease. Unless otherwise provided herein, the Government has no obligation to the Contractor with regard to restoration or rehabilitation of the Contractor's premises, neither in case of abandonment, disposition pursuant to paragraph (i) above, nor otherwise, except for restoration or rehabilitation costs caused by removal of Government property pursuant to paragraph (b) above.

(k) Communications. All communications issued pursuant to this clause shall be in writing.

13.708 Government Property Clause for Contracts With Fixed-Price and Cost-Reimbursement Provisions. The clause set forth in 13.702(a) shall be inserted in all contracts which set forth a fixed-price for a portion of the contract but also provide for reimbursement of the cost of certain materials, except that paragraph (c) thereof shall be deleted and replaced by the following:

(c) Title. Title to all property furnished by the Government shall remain in the Government. In order to define the obligations of the parties under this clause. title to each item of facilities, special test equipment, and special tooling (other than that subject to a "Special Tooling" clause) acquired by the Contractor for the Government pursuant to this contract shall pass to and vest in the Government when its use in the performance of this contract commences, or upon payment therefor by the Government, whichever is earlier, whether or not title previously vested. Title to all material 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 material by the vendor. Title to other material, 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 material in the performance of this contract, or (ii) commencement of processing or use of such

NASA PROCUREMENT REGULATION

13.708

GOVERNMENT PROPERTY

material in the performance of this contract, or (iii) reimbursement of the cost thereof by the Government, whichever occurs first. All Government-furnished property, together with all property acquired by the Contractor title to which vests in the Government under this paragraph, is subject to the provisions of this clause and is hereinafter collectively referred to as "Government property." Title to Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be or become a fixture or lose its identity as personalty by reason of affixation to any realty.

13.709 Clause for Government Property Furnished "As Is". The following clause shall be inserted in all contracts in which Government production and research property is furnished "as is" in accordance with 13.206.

GOVERNMENT PROPERTY FURNISHED “AS IS” (OCTOBER 1967)

(a) The Government makes no warranty whatsoever with respect to Government property furnished "as is" except that the property is in the same condition when placed at the f.o.b. point specified in the solicitation as when inspected by the Contractor pursuant to the solicitation, or, if not inspected by the Contractor, as when last available for inspection under the solicitation.

(b) The Contractor may repair any property made available to him "as is". Such repair will be at the Contractor's expense except as otherwise provided in this clause. Such property may be modified at the Contractor's expense, but only with the written permission of the Contracting Officer. Any repair or modification of property furnished "as is" shall not affect the title of the Government.

(c) If there is any change in the condition of Government property furnished "as is" from the time inspected or last available for inspection under the solicitation to the time placed on board at the location specified in the solicitation, and such change will adversely affect the Contractor, the Contractor shall, upon receipt of the property, notify the Contracting Officer of such fact, and, as directed by the Contracting Officer, either (i) return such property at the Government's expense or otherwise dispose of the property, or (ii) effect repairs to return the property to its condition when inspected under the solicitation, or if not inspected, when last available for inspection under the solicitation. Upon completion of (i) or (ii) above, the Contracting Officer upon written request of the Contractor shall equitably adjust any contractual provisions affected by the return, disposition or repair, in accordance with the procedures provided for in the "Changes" clause of this contract. The foregoing provisions for adjustment are exclusive and the Government shall not oe liable for any delivery of Government property furnished "as is" in a condition other than that in which it was originally offered.

(d) Except as otherwise provided in this clause, Government property furnished "as is" shall be governed by the "Government Property" clause of this contract.

13.710 Government-Furnished Property Clause (Short Form).

(a) The following short form clause and/or the clause in 13.311 may be used in contracts under which the Government is to furnish to the contractor Government property having an acquisition cost of $50,000 or less.

GOVERNMENT-FURNISHED PROPERTY (SHORT FORM) (OCTOBER 1967)

(a) The Government shall deliver to the Contractor, for use only in connection with this contract, the property described in the Schedule or specifications (hereinafter referred to as “Government-furnished property"), at the times and locations stated therein. If the Government-furnished property, suitable for its intended use, is not so delivered to the Contractor, the Contracting Officer shall, upon timely written request made by the Contractor, and if the facts warrant such action, equitably adjust any affected provision of this contract pursuant to the procedures of the "Changes" clause hereof.

(b) Title to Government-furnished property shall remain in the Government. The Contractor shall maintain adequate property control records of Government-furnished property in accordance with sound industrial practice.

(c) Unless otherwise provided in this contract, the Contractor, upon delivery to him of any Government-furnished property, assumes the risk of, and shall be responsible for, any loss thereof or damage thereto except for reasonable wear and tear, and except to the extent that such property is consumed in the performance of this contract.

(d) The Contractor shall, upon completion of this contract, prepare for shipment, deliver f.o.b. origin, or dispose of all Government-furnished property not consumed in the performance of this contract or not theretofore delivered to the Government, as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the contract price or paid in such other manner as the Contracting Officer may direct.

13.709

CFR TITLE 41 CHAPTER 18

14.305

Acceptance of Supplies or Services Not Conforming With Contract Require-
ments...

14-3:2

14.403

Guidelines for Use in Arranging for Quality Assurance Functions at NASA
Suppliers' Plants.

14-4:1

PART 14

PROGRAM ASSURANCE

Subpart 1-Quality Requirements in NASA Procurements

14.000 Scope of Part. This Part prescribes program assurance policies and procedures concerning quality assurance of supplies and services procured by NASA, including delegated contract administration activities and acceptance functions. It also prescribes policies and procedures relating to reliability and safety requirements in NASA procurements.

14.100 Scope of Subpart. This Subpart sets forth procurement procedures for implementing the quality assurance policies of NASA Policy Directive 5300.7, "Basic Policy for Reliability and Quality Assurance," and detailing the application of the following NASA reliability and quality assurance publications:

(a) "Quality Program Provisions for Aeronautical and Space System Contractors" (NHB 5300.4(1B)).

(b) "Inspection System Provisions for Suppliers of Space Materials, Parts, Components, and Services" (NHB 5300.4(1C)).

(c) Standards in Volume 3 of the NHB 5300.4 series.

14.101 Policy.

(a) Quality is a factor which must be considered in each step of program development, project planning, and the procurement process. The appropriate technical application of NASA reliability and quality assurance publications and the inclusion of realistic quality requirements in procurements are essential in most cases to accomplish NASA mission objectives. Those ultimately responsible for the content and quality of requests for proposals shall ensure that quality requirements are treated prudently in the proposal preparation and negotiation process.

(b) Quality assurance requirements shall be established as early as possible in the procurement cycle and shall be made a part of the procurement request. Quality assurance requirements for flight and flight-related hardware shall include basic quality system requirements and detailed quality requirements peculiar to the program, project, hardware, the stage of development, and procurement situation. Requirements of the NASA reliability and quality assurance publications shall be invoked to the extent needed and consistent with program and project objectives. For flight-hardware systems, the quality assurance requirements usually shall be detailed either in an appendix to the Statement of Work or as a specification. When structuring such documents, care should be taken to ensure that there is no duplication of requirements and a minimum of overlap between the areas of quality assurance, reliability assurance and system safety.

(c) Quality assurance documentation shall be phased into the proposal preparation and negotiation process in such a manner that the degree of detail required in the proposal is commensurate with the intended use of the quality program as a factor or criterion in evaluating the overall proposal. In general, the greater the emphasis on the use of the contractor's programs and procedures, the greater will be the degree of detail appropriate in the proposal. However, regardless of the degree of detail required for the initial quality program plan, it is also necessary for evaluation purposes in major negotiated procurements, including those conducted on a noncompetitive basis, that initial cost proposals include an estimate of man-hours and other costs associated with each major quality task area defined in the RFP. Such estimates should be sufficiently detailed and time-phased so as to commit the offeror to a level of performance for all tasks. In those competitive procurements where the proposal is not required to contain a complete detailed quality program plan, offerors should be required to provide a summary of their ultimate plan and to indicate in their original proposal that they understand that a detailed plan will be required if they are selected for negotiation and that it will be subject to evaluation, negotiation, and incorporation in the contract at the time of award.

(d) Evaluation of quality aspects of proposals should include consideration of current preaward survey findings and historical information concerning quality experience with the proposed contractor(s).

(e) In procurements involving a continuation of effort on established projects, approved Quality Program or Inspection Plans under previous contracts may be used. In such cases, NASA PROCUREMENT REGULATION

14.101