CONTRACT CLAUSES

PRICE RED ETERMINATION (TYPE B)

(AUGUST 1979)

(a) General__The unit prices and the total price set forth in this contract shall be redetermined in a ccordance with the provisions of this clause: provided that in no event shall the total amount paid under this contract exceed ..... dollars ($ ............. ). (b) Price Redetermination. Within .. ( ............. ) days after delivery of all supplies to be delivered and completion of all services to be performed under this contract, the Contractor shall subait (i) proposed prices, (ii) a statement of all costs incurred in the performance of this contract, allowable in accordance with Part 15 of the NASA Procurement Regulation as in effect on the date of this contract, on DD Fora 633 ог any other form on which the parties may agree, and (iii) any other relevant data which may reasonably be required by the Contracting Officer. Upon receipt of the required data, the Contractor and the Contracting Officer shall promptly negotiate to redetermine fair and reasonable contract prices for supplies delivered and services performed by the Contractor under this contract. Where the Contractor fails to submit the required data within the time specified, payment of all invoices may be suspended by the Contracting Officer until the da ta are furnished and if it is later determined that the Government has overpaid the Contractor, the excess shall be repaid to the Government immediately. Unless repaid within thirty (30) days after the end of the data submittal period, the amount of such excess shall bear interest at the rate established in accordance with the Interest clause in NASA Procurement Regulation 7. 103-53. Interest shall be computed for the period from the date the data was due to the date of repayment.

(c) Subcontracts. No subcontract under this contract shall provide for payment on a cost-plus-a-percentageof-cost basis.

(d) Contract Modification. The negotiated redetermination of price shall be evidenced by a ■odification to this contract, signed by the Contractor and the Contracting Officer, setting forth the redetermined prices which shall apply to supplies delivered and to services performed by the Contractor hereunder.

(e) Adjustment of Payments Pending execution of the contract modification referred to in paragraph (d)

CFR TITLE 41 CHAPTER 18

CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS

above, the Contractor shall submit invoices or vouchers in accordance with billing prices as provided in this paragraph. The billing prices shall be the prices set forth in this contract; provided that, if at any time it appears that the then current billing prices will be substantially greater than the estimated final price in light of information provided by the Contractor in accordance with the provisions of subparagraph (f) (3) below, a reduction in the billing prices shall be negotiated. Similarly, the parties may negotiate an t increase in billing prices upon submission of factual data from the Contractor showing that the rede termined price will be substantially greater than the current billing price. Any adjustment of billing prices shall I be reflected in a modification to this contract, and shall not affect the redetermination of prices under this clause. After execution of the contract modification referred to in paragraph (d) above, the total amount paid or to be paid on all invoices or vouchers shall be adjusted to reflect the agreed f prices, and any additional payments, refunds, or credits, resulting therefrom shall be promptly made.

(f) Quarterly Linitation on Payments Statement. |

(1) This This paragraph (£) shall apply until final price redetermination to the full extent permitted by this contract.

(2) Within 45 days after the end of each quarter of the Contractor's fiscal year, beginning for the quarter in which a delivery is first made (or services are ir first performed) and accepted by the Government under this contract, and as of the end of each quarter, the Contractor shall submit to the contract administration office, with a COPY thereof to the NASA purchasing activity and the cognizant contract auditor, a statement cumulative from the inception of the contract, setting forth:

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(i) the total contract price of all supplies delivered (or services performed) and accepted by the Government for which final prices have been established;

(ii) the total costs (estimated to the extent necessary) reasonably incurred for a nd properly allocable solely to the supplies delivered (or services performed) and accepted by the Government for which

final prices have not been established;

(iii) that portion of the total interim profit (used in establishing the initial contract price ΟΙ #agreed to for the purpose of this paragraph (f),|

NASA PROCUREMENT REGULATION

CONTRACT CLAUSES

Quarterly Limitation on Payments Statement), which is in direct proportion to the supplies delivered (or services performed) and accepted by the Government for which final prices have not been established; and

(iv) the total amount of all invoices or vouchers for supplies delivered (or services performed) and accepted by the Government (including amounts applied or to be applied to liquidate progress payments).

(3) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly statement the amount of (2) (iv) above exceeds the sun of (2) (i), (ii), and (iii) above, the Contractor shall inmediately refund or credit to the Government against existing unpaid invoices or vouchers covered by such statement the amount of such excess less (i) the cumulative total of any previous refunds or credits under this clause (exclusive of any applicable tax credits under Section 1481 of the Internal Revenue Code of 1954) and (ii) any applicable tax credits under Section 1481 of the Internal Revenue Code of 1954. If

any portion of such excess has been applied to the liquidation of progress payments, such amount (less all tax credits under the Internal Revenue Code) may be added or restored to the unliquidated progress payment a ccount, to the extent consistent with the progress payments clause of this contract, instead of direct refund there of.

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(ས) When the Contractor fails to sub ai t quarterly statement within forty-five (45) days after the end of each quarter, and it is later determined that the Government has overpaid the Contractor, the excess shall be repaid to the Government inmediately. Unless repaid within thirty (30) days after the end of the statement submittal period, the amount of such excess shall bear interest at the rate established in accordance with the Interest clause in NASA Procurement Regulation 7.103-53. Interest shall be computed for the period from the date the quarterly statement was due to the date of repayment.

(5) The Contractor shall (i) insert in each price redetermination or incentive price revision subcontract hereunder the substance of this "Quarterly Limitation on Payments Statement" provisions, including this subparagra ph (5), modified to onit menti on 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) relating to tax credits, and (ii) include in each cost-reimbursement

CFR TITLE 41 CHAPTER 18

tia

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CLAUSES FOR FIXED-PRICE SUPPLY CONTRACTS

type subcontract hereunder a requirement that each price redetermination and incentive price revision subcontract thereunder will contain the substance of this "Quarterly Limitation on Payments Statement" provision, including this subparagraph (5), modified as outlined in (i) above.

(9) Disagreements. If the Contractor and the Contracting Officer fail to agree upon redetermined prices within sixty (60) days after the date on which the data required by (b) above is to be filed, or within such further time as may be agreed upon by the parties, the failure to agree upon redetermined prices shall be deemed to be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes," and the Contracting Officer shall promptly issue a decision thereunder. For the purpose of paragraphs (d), (e), and (f) above, and pending final settlement of the disagreement on appeal, or by failure to appeal, or by agreement, such a decision shall be treated as an executed contract modification. (*This period Bay be varied_by_the parties at the time_of_negotiating the contract.)

(h) Termination. If this contract is terminated prior to price redetermination, prices shall be established pursuant to this clause for completed supplies and services which are not terminated. All other elements of the termination shall be resolved pursuant to other applicable provisions of this contract.

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NASA PROCUREMENT REGULATION

Subpart 2 Clauses for Cost-Type Supply Contracts

7.200 Scope of Subpart. This Subpart sets forth uniform contract clauses for use in cost-reimbursement type supply contracts as defined in 7.202.

7.201 [Reserved]

7.202 Applicability. As used throughout this Subpart, the term "cost-reimbursement type supply contract" means any contract, including letter contracts (except notices of award, contracts placed under Small Purchases Procedures, and amendments or supplemental agreements which do not effect new procurement), entered into on a cost or cost-plus-fixed-fee basis (see 3.400) for supplies other than (1) the construction, alteration, or repair of buildings, bridges, roads, or other kinds of real property; (11) experimental, developmental, or research work; or (111) facilities to be provided by the Government under a facilities contract as defined in 13.111.

7.203 Required Clauses. The following clauses shall be inserted in all cost-reimbursement type supply contracts.

7.203-1 Definitions. Insert the clause set forth in 7.103-1. Additional definitions may be included, provided_they are not inconsistent with such clause or the provisions of this Regulation.

7.203-2 Changes.

CHANGES (SEPTEMBER 1962)

The Contracting Officer may at any time, by 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, where the supplies to be furnished are to be specially manufactured for the Government in accordance therewith; (ii) method of shipment or packing: (iii) place of delivery 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 any part of the work under this contract. whether changed or not changed by any such order, or other wise affects any other provision of this contract, an equitable adjustment shall be made (1) in the estimated cost or delivery schedule, or both, (ii) in the amount of any fixed 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.

(End of clause)

NASA PROCUREMENT REGULATION