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to make avallable for the performance of tain all Government property. This system this contract, the Contracting Officer, upon shall, upon request by the Contracting the written request of the Contractor (or, Officer, be submitted for review and, if satisIf the substitution of property causes factory, approved in writing by the Contractdecrease in the cost of performance, on his ing Officer. The Contractor shall maintain own initiative), shall equitably adjust such and make avallable such records as are recontractual provisions as may be affected by quired by the approved system and must the decrease, substitution or withdrawal, account for all property until relieved of rein accordance with the procedures provided sponsibility therefor in accordance with in the "Changes" clause of this contract. written instructions of the Contracting

(c)(1) Title to all property furnished Officer. by the Government shall remain in the (e) The Government property shall, unloss Government.

otherwise provided herein or approved by the (2) Notwithstanding subparagraph (c) (1) Contracting Officer, be used only for the above, title to equipment purchased with performance of this contract. funds avalable for research, having an ac (1) The Contractor shall maintain and adquisition cost of less than $1,000, shall vest minister, in accordance with sound business in the Contractor upon acquisition or as practice, a program for the utilization, mainsoon thereafter as feasible, provided that tenance, repair, protection, and preservation the Contractor shall have obtained ap of Government property, until disposed of proval of the Contracting Officer prior to by the Contractor in accordance with this acquisition of such property.

clause. In the event that any damage occurs (3) 'Title to equipment having an acquist to Government property the risk of which has tion cost of $1,000 or more, purchased with been assumed by the Government under this funds available for the conduct of research, contract, the Government shall replace such shall vest as set forth in the contract.

Items or the Contractor shall make such re(4) If title to equipment is vested pursu pair of the property as the Government diant to (c) (2) or (C) (3) above, the Contractor rects: Provided, however, That if the Conagrees that no charge will be made to the tractor cannot effect such repair within the Government for any depreciation, amortiza time required, the Contractor may reject such tion, or use charge with respect to such property. The contract price includes no comequipment under any existing cr future pensation to the Contractor for the perforGovernment contract or subcontract there mance of any repair or replacement for which under.

the Government is responsible, and an equi(5) The Contractor shall furnish the Con table adjustment will be made in any contracting Officer a list of all equipment ac tractual provision affected by the repair or quired under subparagraph (c)(2) above replacement of Government property made within ten (10) days following the end of at the direction of the Government. Any rethe calendar quarter during which such pair or replacement for which the Contractor equipment was received.

is responsible under the provision of this (6) All Government furnished property, contract shall be accomplished by the Contogether with all property acquired by the

tractor at his own expense. Contractor, title to which vests in the Gov (B) (1) The Contractor shall not be liable ernment under this clause, is hereinafter col for any loss of or damage to the Government lectively referred to as "Government property, or for expenses incidental to such property."

loss or damage except that the Contractor (7) Title to Government property shall not shall be liable to any loss or damage to be affected by the incorporation et attach Government property provided under this ment thereof to any property not owned by contract upon its delivery to him or passage the Government, nor shall such Government of title to the Government as provided in property, or any part thereof, be or become paragraph (c), above (including expenses in

fixture or lose its identity as personalty cidental thereto): by reason of affixation to any realty.

(1) Which results from willful mimordset (8) In order to define the obligations of or lack of good faith on the part of any of the the parties under this clause, where title to Contractor's directors or otheers, or on the each item of facilities, special est equip part of his managers, superintendenta, ut ment, and special tooling ictter tcan that other equivalent representatives who rave subject to a "Specia: Tociiego ciause) ac supervision or direction of all a kistaart:2119 quired by the Contractor "$ to rest in the all of the Contractor's bustnen, or al * este Government, title ska.. pass to and vest in the Government when it we in the per.

stant'ally all of the Contractors opera* Lormance of this contract cannenses, o

at any one piatt, labureury, of an itr upon payment therefor by the Germent, whichever is sariter, whether out the previousiy tested

(d) The Cerco shan be responsible for and soare! Greres: 16p erty proridet ser is attract the con of 207 ots direzint, ton, # STURT

repraestaney mention to sebou

$ 1-7.303-7

Title 41—Public Contracts, Property Management

(A) To maintain and administer, in ac municate with the loss and salvage organicordance with sound industrial practice, the zation, if any, now or hereafter designated program for maintenance, repair, protection, by the Contracting Officer, and with the and preservation of Government property as assistance of the loss and salvage organizarequired by paragraph (f), hereof, or to take tion so designated (unless the contracting all reasonable steps to comply with any ap Officer has directed that no such organizapropriate written direction of the Contract tion be employed) shall take all reasonable ing Officer under paragraph (f), hereof; or steps to protect the Government property

(B) To establish, maintain, and adminis from further damage, separate the damaged ter, in accordance with paragraph (d), above, and undamaged Government property, put a system for control of Government property. all the Government property in the best

(111) For which the Contractor is other possible order, and furnish to the Contractwise responsible under the express terms of ing Officer a statement of: the clause or clauses designated in the (1) The lost, destroyed, and damaged GovSchedule;

ernment property; (lv) Which results from a risk expressly (11) The time and origin of the loss, derequired to be insured under some other pro struction, or damage; vision of this contract, or of the Schedules (111) All known interests in commingled or task orders thereunder, but only to the property of which the Government property extent of the insurance so required to be pro is a part; and cured and maintained or to the extent of in (iv) The insurance, if any, covering any surance actually procured and maintained, part of or interest in such commingled whichever is greater; or

property. (v) Which results from a risk which is in The Contractor shall be entitled to an fact covered by Insurance or for which the equitable adjustment in the contract price Contractor is otherwise reimbursed, but only for the expenditures made by him in perto the extent of such insurance or reimburse forming his obligations under this subparament.

graph (3) (including charges made to the Any fallure of the Contractor to act, as pro Contractor by the loss and salvage organizavided in subparagraph (11), above, shall be tion, except any of such charges the payconclusively presumed to be a failure result ment of which the Government has, at its ing from willful misconduct, or lack of good option, assumed directly). faith on the part of such directors, officers, (4) With the approval of the Contracting or other representatives mentioned in sub Officer after loss or destruction of or damage paragraph (1), above, if the Contractor is to Government property, and subject to notified by the Contracting Officer by regis

such conditions and limitations as may be tered or certified mail, addressed to one of imposed by the Contracting Officer, the Consuch directors, officers, or other representa tractor may, in order to minimize the loss tives of the Government's disapproval, with to the Government or in order to permit drawal of approval, or nonacceptance of the resumption of business or the like, sell for Contractor's program or system. In such the account of the Government any item of event, it shall be presumed that any loss Government property which has been damor damage to Government property resulted aged beyond practicable repair, or which is from such failure. The Contractor shall be so commingled or combined with property of llable for such loss or damage unless he can others, including the Contractor, that sepaestablish by clear and convincing evidence ration is impracticable. that such loss or damage did not result from (5) Except to the extent of any loss or his failure to maintain an approved program destruction of or damage to Government or system, or occurred during such time as property for which the Contractor is relieved an approved program or system for control of liability under the foregoing provisions of Government property was maintained. of this clause, and except for reasonable

If more than one of the above exceptions wear and tear or depreciation, or the utilizashall be applicable in any case, the con tion of the Government property in accordtractor's liability under any one exception ance with the provisions of this contract, the shall not be limited by any other exception. Contractor assumes the risk of, and shall be

(2) The Contractor represents that he is responsible for, any loss or destruction of or not including in the price hereunder, and damage to the Government property, and agrees that he will not hereafter include in such property (other than that which is any price to the Government, any charge or permitted to be sold) shall be returned to reserve for insurance (including self-Insur the Government in as good condition as ance funds or reserves) covering loss or de when received by the Contractor in connecstruction of or damage to the Government tion with this contract, or as repaired under property, except to the extent that the risk of paragraph (f), above. loss is imposed on the Contractor under (1) (6) In the event the Contractor is reim(111), above, or insurance has been required bursed or compensated for any loss or deunder (1) (lv), above.

struction of or damage to the Government (3) Upon the happening of loss or de property, he shall equitably reimburse the struction of or damage to any Government Government. The Contractor shall do nothproperty, the Contractor shall notify the Ing to prejudice the Government's rights to Contracting Officer thereof and shall com recover against third parties for any such

364

loss, destruction, or damage and, upon the & 1–7.303–12 Subcontracts.
request of the Contracting Officer, shall at
the Government's expense, furnish to the

The following clause may be inserted Government all reasonable assistance and

in fixed-price research and development cooperation (including assistance in the contracts whenever it is likely that subprosecution of suit and the execution of sequent to award major modifications instruments of assignment in favor of the will be initiated pursuant to the Changes Government) in obtaining recovery.

clause, or other contract provisions, and (h) The Government, and any persons that such modifications will result in the designated by it, shall at all reasonable

placement of additional subcontracts. times have access to the premises wherein

The pricing arrangements of such subany Government property is located, for the purpose of inspecting the Government

contracts have an impact upon the final property.

price of the modification; therefore, it is (1) Upon completion or expiration of this

essential that they be made available by contract, any Government property which the contractor for review by the conhas not been consumed in the performance of tracting officer (see $$ 1-3.807-10(b) and this contract, or which has not been disposed 1-3.903). of as provided for elsewhere in this clause,

SUBCONTRACTS or for which the Contractor has not other

(The provisions of this clause do not apply wise been relieved of responsibility, shall be

to firm fixed-price and fixed price with disposed of in the same manner, and subject

escalation (economic price adjustment) conto the same procedures, as is provided in the

tracts. The clause does apply to new subconclause of this contract entitled “Termina

tracts or modifications of existing subcontion for the Convenience of the Government"

tracts which are necessitated because of unwith respect to termination Inventory. The proceeds of any such disposition shall be ap

priced contract changes pursuant to the

Changes clause or other provisions of this plied in reduction of any payments to be

contract.) made by the Government to the Contractor

(a) As used in this clause, the term "subunder this contract, or shall otherwise be

contract" Includes purchase orders. credited to the price or costs of the work

(b) The Contractor shall notify the Concovered by this contract, or shall be paid in

tracting Officer reasonably in advance of such other manner as the Contracting Of

entering into any subcontract if the Conficer may direct. Pending final disposition of

tractor's procurement system has not been such property, the Contractor agrees to take

approved by the Contracting Officer and if the such action as may be necessary, or as the

subcontract: Contracting Officer may direct, for the pro

(1) Is to be a cost-reimbursement, time tection and preservation thereof.

and materials, or labor-hour contract which (1) If the Contractor determines any It is estimated will involve an amount in exGovernment property to be in excess of his

cess of ten thousand dollars ($10,000) inneeds under this contract, such Govern cluding any fee; ment property shall be disposed of in the

(11) Is proposed to exceed one hundred same manner as provided by paragraph (1),

thousand dollars ($100,000); or above, except that the Government may

(111) Is one of a number of subcontracts, abandon any Government property in place

under this contract, with a single subconand thereupon all obligations of the Govern

tractor for the same or related supplies or ment regarding such abandoned property

services which, in the aggregate, are exshall cease. The Government has no obliga

pected to exceed one hundred thousand doltion to the Contractor with regard to restora

lars ($100,000). tion or rehabilitation of the Contractor's

(c) The advance notification required by premises, neither In case of abandonment,

paragraph (b) above shall include: disposition pursuant to paragraph (1), above, (1) A description of the supplies or services nor otherwise, except for restoration or to be called for by the subcontract; rehabilitation costs which are properly In (11) Identification of the proposed subcluded in an equitable adjustment under contractor and an explanation of why and paragraph (b), above.

how the proposed subcontractor was select(k) All communications issued pursuant

ed, including the competition obtained; to this clause shall be in writing.

(111) The proposed subcontract price, to

gether with the Contractor's cost or price 8 1-7.303–8 (Reserved]

analysis thereof; $ 1-7.303-9 Notice to the Government

(iv) The subcontractor's current, com

plete, and accurate cost or pricing data and of labor disputes.

Certificate of Current Cost or Pricing Data, Insert the clause set forth in § 1-7.203

when such data and certificates are required 3 under the conditions prescribed there

by other provisions of this contract to be ob

tained from the subcontractor; in.

(v) Identification of the type of subcon§ 1-7.303-10 [Reserved)

tract to be used;

(v1) A memorandum of negotiation which 8 1-7.303-11 [Reserved)

sets forth the principal elements of the sub

[graphic]

made: (1) In the estimated cost or delly8 1-7.104–1 Liquidated damages provk te this clause must be asserted within 30

Insert the provision set forth in thed, however, That the Contracting Officer, § 1-1.315-3 under the conditions and in the decides that the facts Justify such ac

lon, may receive and act upon any such
Calm asserted at any time prior to final pay-

Bent under this contract. Failure to agree to 8 1-7.104–2 Changes to "make-or-buy"

any adjustment shall be a dispute concern-
13 A question of fact within the meaning

tae clause of this contract entitled DisInsert the clause set forth in 31

putes." However, except as provided in para-
graph (c), below, nothing in this clause shall
excuse the Contractor from proceeding with

(c) Notwithstanding the provisions of obligated to rel
paragraphs (a) and (b). above, the estimated

trest of this contract and, in this contract 18 SOURCE: 39 FR 1756, Jan. 14, 1974, unless blic Contracts, Property Management

under any subcontract or to relieve the Con.

(1.200 Scope of subpart
.

incrementally funded, the fu tractor of any responsibility for performing tik sudpart sets forth contract clauses creased or deemed to be inc

the performance thereof, s! this contract, unless such approval or con ir use in cost-reimbursement type sup- specific written modification sent specifically provides otherwise.

de sentracts. () The Contractor agrees that no sub

Indicating the new contrac

and, 17 this contract is incre contract placed under this contract shall (1-1901 Applicability.

the new amount allotted provide for payment on a cost-plus-8-per

The causes set forth in this subpart

Until such modification is centage-of-cost basis.

del be used in cost-reimbursement type

tractor shall not be obligate (40 FR 11580, Mar. 12, 1975; 40 FR 20818,

formance or incur costs 1

supply contracts. May 13, 1975)

established in the clause of el $ 1–7.103-29 Privacy Act.

(41202 Required clauses.

titled "Limitation of Cost"

Funds." Insert the clause prescribed by 31

Le clauses set forth in this $ 1-7.202 1.327–5 under the conditions set forth

till be inserted in all cost-reimburse § 1-7.202-3 Limitatio therein. od dan type supply contracts.

(a) Insert the follow 140 FR 44504, Sept. 26, 1975)

11.7.202-1 Definitions.

fully funded cost-rein

supply contracts: § 1-7.103–30 Clauses for solicitations sert the clause set forth in $ 1-7.and contracts for automatic data 24. Additional definitions may be in

LIMITATION processing (ADP) equipment, softwid provided they are not inconsistent

(a) It is estimated t ware, maintenance services, and sup

ra the clause or the provisions of these

to the Government for plies.

this contract, exclusive

exceed the estimated cu Insert the standard clauses set forth

Schedule, and the Cont in § 1-4.1108 in solicitations and con

his best efforts to perfor tracts for ADP under the conditions

CHANGES

In the Schedule and all specified in § 1-4.1108. The clauses are:

contract within suche

e) The Contracting Officer may at any (a) Warranty Exclusion and Limita

24
, b7 a written order, and without notice

any time, the Contract tion of Damages.

ble suretles, if any, make changes, within

lieve that the costs whi (b) Contractor Representation, 2 general scope of this contract, in any

in the performance of (c) Fixed Price Options: Option to et more of the following: (1) Drawings,

next succeeding 60 da Extend the Term of the Contract, Op-s, or specifications, where supplies to

costs previously incurr

cent of the estimated tion for Increased Quantity.

- furnished are to be specially manufac

the Schedule, or if, &

ed for the Government in accordance (41 FR 43546, Oct. 1, 1976)

tractor has reason to devolta ; (2) method of shipment or pack

cost to the Governme § 1-7.103–31 Use of U.S. flag commer

of this contract, exclu

6) If any such change causes an increase cial vessels.

i decrease in the estimated cost of, or the Insert the clause prescribed by Se required for, the performance of any

estimated cost hereo $ 1–19.108-2 under the conditions set to the work under this contract, whether

notify the Contractir

that effect, giving the

sanged or not changed by any such order, forth therein.

4 otherwise affects any other provision of

total cost for the pe (41 FR 52457, Nov. 30, 1976) 19. Al contract, an equitable adjustment shall

tract.

(b) Except as requ § 1-7.104 Additional clauses.

of this contract sped schedule

, or both; (2) in the amount of The clauses set forth in this $1–7.104

uy szed-fee to be paid to the contractor;

to be an exception f shall be inserted in fixed-price supply

(3) In such other provisions of the con

the Contractor for contracts if it is desired to cover the sub

test as may be affected, and the contract

of the estimated ca

Ball be modified in writing accordingly. Any ject matter thereof.

by for un

contract (includin

aj from the date of receipt by the consions.

testor of the notification of change: Pro

mination clause) in excess of the the Schedule, unl

Ing Officer shall the manner prescribed in § 1-1.315.

in writing that si Increased and she

tice & revised program.

thereupon const performance of t

munication, or 3.902-3 in all contracts containing &

form or from "make-or-buy" program.

Contracting Off

cost of this co Subpart 1-7.2--Cost-Reimbursement

specified notice Type Supply Contracts

excess

in the schedu otherwise noted.

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paragraphs (a) and (b), above, the estimated 7974, cost of this contract and, 1 this contract 18

1-7.200 Scope of subpart.

Incrementally funded, the funds allotted for This subpart sets forth contract clauses

the performance thereof, shall not be in* for use in cost-reimbursement type sup

creased or deemed to be increased except by

specific written modification of the contract 2 ply contracts.

Indicating the new contract estimated cost a $ 1-7.201 Applicability,

and, if this contract is incrementally funded,

the new amount allotted to the contract. The clauses set forth in this subpart

Untl such modification is made, the conshall be used in cost-reimbursement type

tractor shall not be obligated to continue persupply contracts.

formance or incur costs beyond the point

established in the clause of this contract en§ 1-7.202 Required clauses.

titled “Limitation of Cost" or "Limitation or

Funds." The clauses set forth in this § 1-7.202 shall be inserted in all cost-reimburse & 1–7.202-3 Limitation of cost or funds. ment type supply contracts.

(a) Insert the following clause in all § 1-7.202-) Definitions.

fully funded cost-reimbursement type

supply contracts: wh Insert the clause set forth in 81-7.

LIMITATION OF COST monds 102–1. Additional definitions may be indimmers cluded provided they are not inconsistent

(a) It is estimated that the total cost di B with the clause or the provisions of these

to the Government for the performance of regulations.

this contract, exclusive of any fee, will not

exceed the estimated cost set forth in the $ 1-7.202–2 Changes.

Schedule, and the Contractor agrees to use

his best efforts to perform the work specified CHANGES

in the Schedule and all obligations under this (a) The Contracting Officer may at any

contract within such estimated cost. If, at and Ltime, by a written order, and without notice

any time, the Contractor has reason to beto the suretles, if any, make changes, within

lieve that the costs which he expects to incur atice the general scope of this contract, in any

in the performance of this contract in the

next succeeding 60 days, when added to all costs one or more of the following: (1) Drawings, designs, or specifications, where supplies to

costs previously incurred, will exceed 75 per

cent of the estimated cost then set forth in be furnished are to be specially manufactured for the Government in accordance

the Schedule, or if, at any time, the con

tractor has reason to believe that the total therewith; (2) method of shipment or packing; and (3) place of delivery.

cost to the Government for the performance

of this contract, exclusive of any fee, will be (b) If any such change causes an increase or decrease in the estimated cost of, or the

greater or substantially less than the then

estimated cost hereof, the Contractor shall time required for, the performance of any part of the work under this contract, whether

notify the Contracting Officer in writing to changed or not changed by any such order,

that effect, giving the revised estimate of such

total cost for the performance of this conor otherwise affects any other provision of tract. this contract, an equitable adjustment shall

(b) Except as required by other provisions be made: (1) In the estimated cost or dellv of this contract specifically citing and stated ery schedule, or both; (2) in the amount of

to be an exception from this clause, the Govals any fixed-fee to be paid to the contractor;

ernment shall not be obligated to reimburse and (3) In such other provisions of the con

the Contractor for costs incurred in excess tract as may be affected, and the contract of the estimated cost set forth in the Schedshall be modified in writing accordingly. Any

ule, and the Contractor shall not be obliclaim by the Contractor for adjustment un

gated to continue performance under the der this clause must be asserted within 30

contract (including actions under the Terbaful days from the date of receipt by the Con

mination clause) or otherwise to incur costs tractor of the notification of change: Pro

in excess of the estimated cost set forth in vided, however, that the Contracting Officer,

the Schedule, unless and until the Contract11 he decides that the facts justify such ac

Ing Officer shall have notified the Contractor tion, may receive and act upon any such

in writing that such estimated cost has been claim asserted at any time prior to final pay

Increased and shall have specified in such noment under this contract. Failure to agree to

tice & revised estimated cost which shall any adjustment shall be a dispute concern thereupon constitute the estimated cost of ing a question of fact within the meaning performance of this contract. No notice, comof the Clause of this contract entitled “Dis munication, or representation in any other putes." However, except as provided in para.

form or from any person other than the graph (c), below, nothing in this clause shall

Contracting Officer shall affect the estimated excuse the Contractor from proceeding with

cost of this contract. In the absence of the the contract as changed.

specified notice, the Government shall not be (c) Notwithstanding the provisions of

obligated to reimburse the Contractor for any costs in excess of the estimated cost set forth in the Schedule, whether those excess costs

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