GOVERNMENT PROPERTY upon timely written request made by the Contractor, rake a determination of the delay, if any, occasioned the Contractor thereby, and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by any such delay, in accordance with the procedures Frovided for in the clause of this contract entitled "Changes." Except for Government-furnished property furnished "as is", in the event the Governmentfurnished property is received by the Contractor in a condition not suitable for the intended use the Contractor shall, upon receipt thereof, notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (i) return such Froperty at the Government's expense or otherwise dispose of the property, or (ii) effect repairs or modifications. Upon the completion of (i) or (ii) above, the Contracting Officer upon written request of the Contractor shall equitably adjust the delivery or [erformance dates or the contract price, or both, and any other contractual provision affected by the rejection or disposition, or the repair or modification, in accordance with the procedures provided for in the clause of this contract entitled "Changes." The foregoing provisions for adjustment are exclusive and the Government shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished property or delivery cf such property in a condition not suitable for its intended use. (b) Changes in Government-furnished Property. (1) By notice in writing, the Contracting Officer may (i) decrease the property provided or to be provided by the Government under this contract, or (ii) substitute other Government-owned property for property to be [rovided by the Government, or to te acquired by the Contractor for the Government, under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of property covered by such notice. (2) In the event of any decrease in or substitution cf 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 CFR TITLE 41 CHAPTER 18 CONTRACT CLAUSES (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. 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. 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. (d) Property Administration. The Contractor shall comply with the provisions of the "Control of Government Property in Possession of Contractors" (Appendix B, NASA Procurement Regulation) as in effect cn 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. the (f) Utilization, Maintenance and Repair of Government Froperty. The Contractor shall maintain and administer, in accordance with sound industrial practice, and in accordance with applicable provisions of Appendix B of NASA Procurement Regulation, a Frogram for the utilization, maintenance, protection and preservation cf Government property, until disposed of by the Contractor in accordance with this clause. In the event that any damage occurs to Government property the risk NASA PROCUREMENT REGULATION GOVERNMENT PROPERTY cf which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs; provided, however, that if the Contractor cannot effect such repair within the time required, the Contractor shall dispose of such property in the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for the performance of any repair or replacement for which the Government is responsible, and an equitable adjustment will be made in any contractual provisions affected by such repair or replacement of Government property made at the direction of the Government, in accordance with the procedures provided for in the "Changes" clause of this contract. Any repair or replacement for which the Contractor is responsible under the provisions of this contract shall be accomplished by the Contractor at his cwn expense. (g) Risk of Loss. Unless otherwise provided in this contract, the Contractor assumes the risk of, and shall be responsible for, any loss cf or damage to Government property provided under this contract upon its delivery to him or upon passage of title there to to the Government as provided in paragraph (c) hereof, except for reasonable wear and tear and except to the extent that such property is consumed in the performance of this contract. (h) Access. The Government, and any persons ċesignated by it, shall at all reasonable times have access to the premises where in any Government property is located, for the purpose of inspecting the Government Property. (i) Final Accounting and Disposition of Government Froperty. Upon the completion of this ccrtract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property not consumed in the performance of this contract (including any resulting scrap) or not theretofore delivered to the Government, and shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property, may be directed or authorized by the Contracting cfficer. The net proceeds of any such disposal shall be credited to the contract price or shall be paid in such cther manner as the Contracting Officer may direct. as CFR TITLE 41 CHAPTER 18 CONTRACT CLAUSES (j) Restoration of Contractor's provided herein the Government: Premises. Unless otherwise in place. and regarding such property Government (i) may abandon any Government thereupon all obligations of the abandoned property shall cease; and (ii) has no obligation to the Contractor with regard to restoration or rehabilitation of the Contractor's premises. neither in case of abandonment (paragraph (j)(i) above). disposition on completion of need or of the contract (paragraph (i) above), nor otherwise, except for restoration or rehabilitation costs which are properly included in an equitable adjustment under paragraph (b) above. issued pursuant to (k) Communications. A11 communications this clause shall be in writing. (b) Contracts Requiring the Furnishing of Cost or Pricing Data. In negotiated fixed-price contracts for which the price is not based on (i) adequate price competition, (ii) established catalog or market prices of commercial items sold in substantial quantities to the general public (see 3.807-7(b)), or (iii) prices set by law or regulation, substitute the following for paragraph (g) of the clause in (a) above: (g) Risk of Loss. (1) The Contractor shall not be liable for loss or destruction of or damage to the Government property provided under this contract except as provided in (2) below. If the Contractor transfers Government property to the possession and control of a subcontractor. the transfer shall not affect the liability of the Contractor for loss or destruction of or damage to the property as set for th above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of or damage to the property while in the latter's possession or control, except to extent that the subcontract, with the prior approval of the Contracting Officer. provides for the relief of subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and or for the utilization of the property in accordance with the provisions of the prime contract. the the tear (2) The Contractor shall be responsible for any loss or damage (i) to the extent specifically provided in the clause or clauses of this contract designated in the schedule, or (ii) which results from: (A) willful misconduct or lack of good faith of any of the Contractor's managerial personnel; or (B) a failure on the part of the Contractor, due to willful misconduct or lack of good faith of the Contractor's managerial personnel, (i) to maintain and administer the program for NASA PROCUREMENT REGULATION GOVERNMENT PROPERTY the maintenance, repair, protection, and preservation of Government property as required by paragraph (f) hereof, or (ii) to establish, maintain and administer a system for control of Government property as required by paragraph (d) of this clause. Any failure of the Contractor to act, as provided in this (B), shall be conclusively presumed to be a failure resulting from willful misconduct, or lack of good faith on the part of one of the Contractor's managerial personnel if the Contractor is notified by the Contracting Officer by registered or certified mail addressed to one of the Contractor's managerial personnel, 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 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. The term "Contractor's managerial personnel" as used herein means the Contractor's directors. officers and any of his managers, superintendents, or other equivalent representatives who have supervision or direction of: (i) all or substantially all of the Contractor's business; (ii) all or substantially all of the Contractor's operation at any one plant or separate location at which the contract is being performed; or (iii) a separate and complete major industrial operation in connection with the performance of this contract. (3) The Contractor represents that he is not including in the price hereunder, and agrees that he will not hereafter include in any price to the Government, any charge or reserve for insurance (including any self-insurance funds or reserve) covering loss or destruction of or damage to the Government property. (4) Upon the happening of loss or destruction of or damage to any 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 directed 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 CFR TITLE 41 CHAPTER 18 |