CLAUSES FOR COST-TYPE R&D CONTRACTS

furnished 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, (ii) in the amount of any 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.

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."

7.404-2 Alterations in Contract. The clause set forth in 7.105-1 may be inserted.

7.404-3 [Reserved]

7.404-4 Bill of Materials. The clause set forth in 7.105-6 may be inserted pursuant to the provisions thereof.

7.404-5 Stop Work Orders. The clause set forth in 7.105-8, if modified as prescribed in 7.205-6, is authorized for use under the criteria, and in accordance with the instructions set forth in 7.105-8.

7.404-50 Notice of Delay. In accordance with the instructions in 7.20550, the clause set forth therein is authorized for use.

7.404-51 [Reserved]

7.404-52 Date of Incurrence of Costs. The clause set forth in 7.205-52 may be inserted when authorized in accordance with 15.205-30.

7.404-53 Inventions Made Under Contractor's Independent Research and Development Programs. When the New Technology clause is included in the contract (see 9.107-4) and it is determined that the contractor maintains an independent research program, the clause set forth in may be included in the Schedule at the contractor's request.

7.404-54 through 7.404-56 [Reserved]

9.107-8

7.404-57 Federal, State, and Local Taxes. At the discretion of the contracting officer and when requested by the contractor, the clause set forth in 11.402(e) may be inserted in cost-reimbursement type contracts.

7.450 Clauses for Cost-Reimbursement Research and Development Contracts With Nonprofit Institutions (Including Educational Institutions).

7.450-1 Applicability. Paragraphs 7.451, 7.452, and 7.453, including their subparagraphs, are applicable to cost-reimbursement type research and development contracts with nonprofit organizations (including educational institutions), as defined in 1.236, which involve no fee or profit.

7.451 Required Clauses. Except as otherwise provided in 7.460, the following clauses shall be inserted in all contracts specified in 7.450-1.

7.451-1 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.

7.451-2 Limitation of Cost. Insert the clause set forth below.

NASA PROCUREMENT REGULATION

7.451-2

CONTRACT CLAUSES

LIMITATION OF COST (MARCH 1969)

(a) It is estimated that the total cost to the Government for the performance of this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost. If at any time the Contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the estimated cost then set forth in the Schedule, or if at any time the Contractor has reason to believe that the total cost to the Government for the performance of this contract will be greater or substantially less than the then estimated cost thereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of this contract.

(b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under the contract or to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Contracting Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased, any costs incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall be allowable to the same extent as if such costs had been incurred after such increase in estimated cost.

7.451-3 Allowable Cost and Payment. Insert the clause set forth below.

ALLOWABLE COST AND PAYMENT (SEPTEMBER 1973)

(a) For the performance of this contract, the Government shall pay to the Contractor the cost thereof (hereinafter referred to as “allowable cost") determined by the Contracting Officer to be allowable in accordance with:

(i) Part 15, Subpart 3, of the NASA Procurement Regulation as in effect on the date of this contract, except that if the Contractor is not an educational institution the allowable costs shall be determined in accordance with Part 15, Subpart 2, of said Regulation; and (ii) the terms of this contract.

(b)(1) Once each month (or at more frequent intervals, if approved by the Contracting Officer) the Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such representative may require, an invoice or public voucher supported by a statement of cost incurred by the Contractor (except as provided herein with respect to pension contribution) in the performance of this contract and claimed to constitute allowable cost.

(2) When pension contributions are paid by the Contractor to the retirement fund less frequently than quarterly, accrued costs therefor shall be excluded from indirect costs for payment purposes until such costs are paid. If pension contributions are paid on a quarterly or more frequent basis, accruals therefor may be included in indirect costs for payment purposes provided that they are paid to the fund within 30 days after the close of the period covered. If payments are not made to the fund within such 30-day period, pension contribution costs shall be excluded from indirect cost for payment purposes until payment has been made.

(eX(1) Promptly after receipt of each invoice or voucher, the Government shall, subject to the provisions of paragraph (d) below, make payment thereon as approved by the Contracting Officer.

(2) After payment of an amount equal to eighty percent (80%) of the total estimated cost of performance of this contract set forth in the Schedule, further payment on account of allowable cost shall be withheld until a reserve of either one percent (1%) of such total estimated cost, or ten thousand dollars ($10,000), whichever is less, shall have been set aside.

(d) At any time or times prior to final payment under this contract, the Contracting Officer may have the invoices or vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction for amounts included in the related invoice or

7.451-3

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CLAUSES FOR COST-TYPE R&D CONTRACTS

voucher which are found by the Contracting officer, on the basis of such audit, not to constitute allowable cost. Any Fayment may be reduced for overpayments, or increased for underpayments, on preceding invoices or vouchers.

(e) On receipt and approval of the invoice or voucher designated by the Contractor as the "completion invoice" or "completion voucher" and upon compliance by the Contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f) below), the Government shall promptly pay to the Contractor any balance of allowable cost which has been withheld pursuant to (c) above or otherwise not paid to the Contractor. The completion invoice or voucher shall be submitted by the contractor promptly following completion of the work under this contract but in no event later than one (1) year (or such longer period as the Contracting officer may in his discretion approve in writing) from the date of such completion.

(f) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Contractor or any assignee under this contract shall be paid by the Contractor to the Government, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract. Reasonable expenses incurred by the Contractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

(i) an assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest thereon) fproperly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) a release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions

(A) specified claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by, the Contractor;

NASA PROCUREMENT REGULATION

CONTRACT CLAUSES

(B) claims, together with reasonable expenses incidental there to, based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided that such claims are not known to the Contractor on the date of the execution of the release, and provided further that the Contractor gives notice of such claims in writing to the Contracting officer not more than six (6) years after the date of the release or the date of any notice to the Contractor that the Government is prepared to sake final payment, whichever is earlier;

(C) claims for reimbursement of costs, including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents; and

(D) when there is included in this contract a clause entitled "Data Requirements," claims pursuant to such clause when a written request by the Contracting officer to furnish data is made within the one (1) year period after final Fayment.

(9) Any cost incurred by the Contractor under the terms of this contract which would constitute allowable cost under the provisions of this clause shall be included in determining the amount payable under this contract, notwithstanding any provisions contained in the specifications or other documents incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at his expense or without cost to the Government.

The provisions of subparagraph (c) (2) of the above clause, which pertains to the withholding of payment of allowable costs, may be omitted.

7.451-4 Standards of work. 7.302-3.

Insert the clause set forth in

7.451-5 Inspection. Insert the first clause set forth in 7.302-4. However, where a more detailed provision covering inspection is desired, as where the primary contract cbjective is the delivery of end items, rather than designs, drawings, or reports, the Inspection and Correction of Defects clause set forth in 7.402-5 shall be used.

7.451-6 Assignment of claims. In accordance with the requirements of 7.103-8, insert the clause set forth therein.

7.451-7 Examination of Records by Comptroller General. In accordance with 7.104-15, insert the clause set forth

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CLAUSES FOR COST-TYPE R&D CONTRACTS

therein. In the case of research and development contracts with nonprofit institutions and subcontracts thereunder, and pursuant to procedures approved by the Comptroller General, original documentary evidence in support of costs of the transportation of things will not be required pursuant to said clause.

7.451-8 Subcontracts. In accordance with the requirements of 7.402-8, insert the clause set forth therein.

7.451-9 Utilization of Small Business Concerns. In accordance with the requirements of 1.707-3 (a), clause set forth therein.

insert the

for the Convenience

of the

7.451-10 Termination Government. In accordance with the requirements of 8.704-1, insert the clause set forth therein. 7.451-11 Disputes. Insert the clause set forth in 7.103

12.

7.451-12 Renegotiation. Insert the clause set forth in 7.103-13.

7.451-13 Buy American Act. requirements of Part 6, Subpart 1, forth in 6.104-5.

In accordance with the insert the clause set

accordance with the

7.451-14 Convict Labor. In requirements of Part 12, Subpart 2, insert the clause set forth in 7.104-17.

7.451-15 Walsh-Bealey Public Contracts Act. Insert the clause set forth in 12.605.

7.451-16 Contract Work Hours Standards Act-Overtime Compensation. Insert the clause set forth in 12.303-1. Note the introductory language required by 12.303-2 for inclusion in contracts with a State or political subdivision thereof. 7.451-17 Equal Opportunity. In accordance with the provisions of 12.804, insert the appropriate clause set

forth therein.

7.451-18 officials Not To Benefit. Insert the clause set forth in 7.103-19.

7.451-19 Covenant Against Contingent Fees. Insert the clause set forth in 1.503.

7.451-20 Authorization and Consent. Insert the clause set forth in 9.102 (b).

7.451-21 Notice and Assistance Regarding Patent and Copyright Infringement. Insert the clause set forth in 9.104.

7.451-22 New Technology.

In accordance with the requirements of 9.107-4, insert the New Technology clause of 9.107-5 or 9.107-6, as appropriate.

NASA PROCUREMENT REGULATION