PROCUREMENT FORMS This instrument has been negotiated pursuant to 10 U.S.C. 2304(a)( ) (b) Format Letter of Transmittal for Letter Contracts (NASA Form 551-1, April 1962). NATIONAL AERONAUTICS AND SPACE ADMINISTRATION Date:.. Letter Contract To: Gentlemen: 1. This letter, when accepted by you, will constitute a Letter Contract bearing the contract number above indicated, whereby you, as Contractor, agree to furnish to the Government the supplies or services set forth in the attached Contract Schedule in accordance with the terms, conditions, and administrative provisions set forth in the Schedule and in the current edition of the NASA Forms identified in the Enclosures listed below, and such NASA Forms, if any, as are referenced therein, all of which are attached hereto and made a part hereof. This letter, Schedule, and the Forms are submitted to you in quadruplicate. 2. If you agree to the terms set forth in the attached Schedule and in the NASA Forms listed in the Enclosures, please indicate your acceptance by signing the original and two copies of this Letter in the place provided in the lower left corner and return the executed copies to the Contracting Officer who signed this letter on behalf of the United States. 3. It is understood by your acceptance hereof that you will undertake, without delay, to enter into negotiations with the National Aeronautics and Space Administration looking to the execution of a definitive contract and to furnish all cost and price information requested by the Contracting Officer. The form and provisions of the definitive contract which the National Aeronautics and Space Administration intends to use as the basis for negotiation are set forth in the Schedule. 3 Enclosures THE UNITED STATES OF AMERICA By. 1. Schedule-NASA Form 551-2 2. NASA Form 551-3 3. NASA Form (Contracting Officer) (Local reproduction is authorized) (c) Schedule Format for Letter Contracts (NASA Form 551-2, September 1962). SCHEDULE FORMAT ARTICLE I STATEMENT OF WORK a. [Include a complete description of the supplies to be furnished or work to be done in the same detail as in a definitive contract.] b. [Include all pertinent specifications or references thereto in the same detail as in a definitive contract.] ARTICLE II DELIVERY OR PERFORMANCE SCHEDULE 16.859.4 CFR TITLE 41 CHAPTER 18 MISCELLANEOUS FORMS [Self-explanatory, but state, by item, whether delivery will be f.o.b. origin or transportation prepaid to destination. If f.o.b. origin, include statement "for shipment ." on G.B.L.] ARTICLE III CONSIDERATION AND PAYMENT a. The maximum amount for which the Government will be liable if this Letter Contract is terminated is $........... b. Contractor's invoices or vendor's shipping documents used as invoices shall be made out to the Office designated to make payment marked, "Attention: Fiscal Officer," and delivered to the Contracting Officer. Payment will be made as provided in the Payment clause of NASA Form 551-3, except as otherwise stated below: c. [Set forth any prices or rates of payment which the Government and Contractor may have agreed to or which the Government is offering to pay for supplies to be delivered or services to be performed under this Letter Contract or for identified portions of such work or services.] ARTICLE IV INSPECTION AND ACCEPTANCE [Name the place where inspection is to be made and specify details concerning inspection and acceptance in the same detail as in a definitive contract.] ARTICLE V CLAUSES INCORPORATED a. There are incorporated by reference in this Letter Contract all the clauses contained in NASA Form ..... .....) except for the following clauses, which are to be deleted for the purpose of this Letter Contract: (i) [Where a fixed-price R & D contract is contemplated, insert NASA Form 247 and date of the current form in the blank above, and list as the clauses to be deleted "Payments" and "Termination for Convenience of the Government." (ii) [Where a fixed-price supply contract is contemplated, the reference in the blank above should be to Standard Form 32 and NASA Form 250 and dates of the current forms, and list as the clauses to be deleted "Payments" and "Termination for Convenience of the Government"; or (iii) [Where a cost-reimbursement type contract is contemplated, insert NASA Form 417 or 418 and the date of the current form, as appropriate, in the blank above, and list as the clauses to be deleted "Limitation of Cost," "Allowable Cost, Fixed-Fee, and Payment," "Termination," and "Limitation on Withholding of Payments."] b. [Identify and reference any other clause appropriate to the contract and attach such clause to the Schedule.] ARTICLE VI DEFINITIVE CONTRACT a. The definitive contract will be negotiated and executed on or before date is extended in writing by the Contracting Officer. unless such b. It is contemplated that the definitive contract will be negotiated on the basis of NASA Form... (...) and such additional clauses as are appropriate to the subject matter of this contract. However, the parties are not hereby committed to the negotiation of this type of contract. (Local reproduction is authorized) (d) General Provisions for Letter Contracts (NASA Form 551-3, 1962). PROCUREMENT FORMS Except as otherwise expressly provided to the contrary in this Letter Contract, the Contractor is directed, upon his acceptance of this Letter Contract, to proceed immediately to procure the necessary materials, and to commence the manufacture of the supplies or performance of the services called for herein, and to pursue such work with all diligence to the end that the supplies or services called for under Article I of the Schedule will be delivered or performed in accordance with Article II of the Schedule and all other terms of this Letter Contract. 2. CONTRACT CLAUSES INCORPORATED The contract clauses set forth in the NASA contract form identified in the Schedule, subject to the alterations in such form shown in the Schedule, and including any other clauses referenced in the Schedule as applicable to this Letter Contract and attached to the Schedule, are hereby incorporated into this Letter Contract and made a part hereof. 3. AUTHORITY TO OBLIGATE FUNDS The maximum amount for which the Government shall be liable if this contract is terminated is specified in the Schedule, and any expenditure or obligation by the Contractor in excess of that amount, in furtherance of performance hereunder, shall be at the Contractor's own risk. 4. PAYMENTS (a) If this Letter Contract is on a fixed-price basis, and is governed generally by the provisions of a fixed-price contract form (SF-32 and NASA Form 250, or NASA Form 247), the Government will pay to the Contractor, not to exceed the maximum amount specified in Article IIIa of the Schedule, upon the submission of proper invoices or vouchers, the prices, if any, specified in Article III of the Schedule for supplies delivered and accepted or services rendered and accepted, less deductions, if any, provided for in this Letter Contract. Unless otherwise specified, payment will be made on partial deliveries accepted by the Government. (b) If this Letter Contract is on a cost-reimbursement basis and is governed generally by the provisions of a cost-reimbursement type contract form (NASA Form 417 or 418) referenced in the Schedule, the Government will pay to the Contractor, not to exceed the maximum amount specified in Article IIIa of the Schedule, upon the submission of proper invoices or vouchers, his costs for the performance of this contract determined by the Contracting Officer to be allowable in accordance with (i) Part 15, Subpart 2 of the NASA Procurement Regulation as in effect on the date of this Letter Contract, and (ii) any special provisions concerning allowable costs or payment set forth in the Schedule. (c) Nothing shall be paid under this Letter Contract to the Contractor for profit or fee, except as provided in the Termination clause of this Letter Contract. 5. TERMINATION (a) In case a definitive contract is not executed by the date specified in Article VI of the Schedule, because of the inability of the parties to agree upon a definitive contract, this Letter Contract may be terminated in its entirety by either party by delivering to the other party a notice in writing specifying the effective date of termination, which date shall not be earlier than thirty (30) days after receipt of such notice. (b) The performance of work under this Letter Contract also may be terminated by the Government in accordance with this clause in whole, or from time to time in part: (i) whenever the Contractor shall default in performance of this Letter Contract in aecordance with its terms (including in the term "default" any such failure by the Contractor to make progress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period of ten days (or such longer period as the Contracting Officer may allow) after receipt from the Contracting Officer of a notice specifying the default; or (ii) whenever for any reason the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contractor or for the convenience of the Government, the extent to which performance of work under this Letter Contract is terminated, and the date upon which such termination becomes effective. If, after notice of termination of this Letter Contract for default under (i) above, it is determined for any reason that the Contractor was not in default pursuant to (i) above, or that 16.859.4 CFR TITLE 41 CHAPTER 18 MISCELLANEOUS FORMS the Contractor's failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this Letter Contract relating to excusable delays, the Notice of Termination shall be considered to have been issued under (ii) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly. (c) After receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer, the Contractor shall: (i) stop work under this Letter Contract on the date and to the extent specified in the Notice of Termination; (ii) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under this Letter Contract as is not terminated; (iii) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (iv) assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (v) with the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final and conclusive for all purposes of this clause, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable in whole or in part, in accordance with the provisions of this Letter Contract; (vi) transfer title (to the extent that title has not already been transferred) and, in the manner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (A) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect of the performance of, the work terminated by the Notice of Termination, (B) the completed or partially completed plans, drawings, information, and other property which, if this Letter Contract had been completed, would be required to be furnished to the Government, and (C) the jigs, dies, and fixtures, and other special tools, and tooling acquired or manufactured for the performance of this Letter Contract, for the cost of which the Contractor has been or will be reimbursed under this Letter Contract; (vii) use his best efforts to sell in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (vi) above, provided, however, that the Contractor (A) shall not be required to extend credit to any purchaser, and (B) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this Letter Contract or shall otherwise be credited to the price or cost of the work covered by this Letter Contract or paid in such other manner as the Contracting Officer may direct; (viii) complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (ix) take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this Letter Contract which is in the possession of the Contractor in which the Government has or may acquire an interest. The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any delay in determining the amount of any items of reimbursable cost, under this clause. At any time after expiration of the plant clearance period, as defined in Part 8 of the NASA Procurement Regulation as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of exclusive of items the disposition of which has been directed or authorized by the Contracting Officer, and may request the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept such items and remove them or enter into a storage agreement covering the same, provided that NASA PROCUREMENT REGULATION 80-138 0-81-61 16.859-4 PROCUREMENT FORMS the list submitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. (d) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his termination claim in the form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly, but in no event later than one (1) year from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such one (1) year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such one (1) year period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any Settlement Review Board approvals required by NASA regulations in effect on the date of the execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination, and shall thereupon pay to the Contractor the amount so determined. (e) Subject to the provisions of paragraph (d) hereof, and subject to any Settlement Review Board approvals required by NASA regulations in effect as of the date of execution of this Letter Contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause. In the event of any termination pursuant to paragraph (a) or (b)(i) hereof, such amount or amounts shall not include any allowance for fee. In the event of any termination pursuant to paragraph (b)(ii) hereof, such amount or amounts may include a reasonable allowance for fee, but only on work actually done in connection with the terminated portion of this Letter Contract. Any such amount shall not exceed the maximum amount specified in Article IIIa of the Schedule. Any such agreement shall be embodied in an amendment to this Letter Contract and the Contractor shall be paid the agreed amount. (f) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as provided in paragraph (e) above, as to the amount or amounts to be paid to the Contractor in connection with the termination of work pursuant to this clause, the Contracting Officer shall, subject to any Settlement Review Board approvals required by NASA regulations in effect as of the date of execution of this Letter Contract, determine, on the basis of information available to him, and in accordance with the applicable cost principles of the NASA Procurement Regulation as in effect on the date of this Letter Contract, the amount, if any, due to the Contractor by reason of the termination and shall pay such amount to the Contractor. In the event of the termination of this Letter Contract pursuant to paragraph (a) or (b)(i) hereof, no allowance for fee shall be included in the amount to be paid the Contractor. (g) The Contractor shall have the right of appeal, under the clause of this Letter Contract entitled "Disputes," from any determination made by the Contracting Officer under paragraph (d) or (f) above (including any disputes as to whether termination has in fact taken place pursuant to paragraph (a) or (b)(i) hereof), except that if the Contractor has failed to submit a claim within the time provided in paragraph (d) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under paragraph (d) or (f) above, the Government shall pay to the Contractor the following: (i) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Contracting Officer; or (ii) if an appeal has been taken, the amount finally determined on such appeal. (h) In arriving at the amount due the Contractor under this clause there shall be deducted: (i) all unliquidated advance or other payments theretofore made to the Contractor, applicable to the terminated portion of this Letter Contract; (ii) any claim which the Government may have against the Contractor in connection with this Letter Contract; and 16.859-4 CFR TITLE 41 CHAPTER 18 |