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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

(c) The Contractor shall notify the Contracting Officer of any increases claimed under this clause within thirty (30) days after the effective date of the wage change, unless this period is extended by the Contracting Officer in writing. In the case of any decrease under this clause, the Contractor shall promptly notify the Contracting Officer of such decrease but nothing herein shall preclude the Government from asserting a claim within the period permitted by law. The notice shall contain a statement of the amount claimed and any other relevant data in support thereof, which may reasonably be required by the Contracting Officer. Upon agreement of the parties, the contract price or contract unit price labor rates shall be modified in writing. Pending agreement on or determination of, any such adjustment and its effective date, the Contractor shall continue performance.

(d) The Contracting Officer or his authorized representative shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor.

(End of clause)

7-1906 Incentive Price Revision Clauses. When it is determined in accordance with Section III, Part 4, to provide for incentive price revision, the applicable clause in 7-108 may be included.

7-1907 Price Redetermination Clauses. When it is determined in accordance with 3-404.5 or 3-404.6 to use a fixed price contract providing for redetermination of price, the applicable clause in 7-109 may be included.

7-1908 Clauses for Contracts Involving Furnishing of Supplies. In service contracts which involve the furnishing of supplies, the following clauses shall be included in addition to those prescribed in 7-1902. In addition, applicable clauses in 7-104, 7-105 and 7-106 shall be included. Any clause applicable only to services or only to supplies shall be so labeled.

Changes clause in 7-103.2;

Variation of Quantity clause in 7-103.4;

Inspection clause in 7-103.5;

Title and Risk of Loss clause in 7-103.6;

Discounts clause in 7-103.14;

Walsh-Healey Public Contracts Act clause in 7-103.17.

7-1909 Required Clauses for Cost Reimbursement Type Service Contracts. The following clauses shall be included in all cost reimbursement type service contracts unless otherwise provided elsewhere in this section for specific types of services.

7-1909.1 Definitions. In accordance with 7-103.1, insert the clause therein. 7-1909.2 Changes.

CHANGES (1971 NOV)

(a) The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make changes, within the general scope of this contract, in the definition of services and tasks to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place of performance thereof.

(b) If any such changes cause an increase or decrease in the estimated cost of, or the time required for, the performance of any part of the work under this contract, whether changed or not changed by any such order, or otherwise affects any other provision of this contract, an equitable adjustment shall be made:

(i) 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.

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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

Any claim by the Contractor for adjustment under this clause must be asserted within thirty (30) 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, except as provided in paragraph (c) below, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the estimated cost of this contract and, if this contract is incrementally funded, the funds allotted for the performance thereof, shall not be increased or deemed to be increased except by specific written modification of the contract indicating the new contract estimated cost and, if this contract is incrementally funded, the new amount allotted to the contract. Until such modification is made, the Contractor shall not be obligated to continue performance or incur costs beyond the point established in the clause of this contract entitled "Limitation of Cost" or "Limitation of Funds."

(End of clause)

In the foregoing clause, the period of “thirty (30) days" within which any claim for adjustment must be asserted may be varied in accordance with Departmental procedures. In accordance with 10 U.S.C. 2306(f), prior to the pricing of any change order that is expected to exceed $100,000, except when the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the contracting officer shall require the contractor to furnish a Certificate of Current Cost or Pricing Data (see 3-807.6) and shall assure that the contract includes or is modified to include a defective pricing data clause (see 7-104.29).

7-1909.3 Limitation of Cost or Funds. In accordance with 7-203.3, insert the appropriate clause therein.

7-1909.4 Allowable Cost, Fee and Payment.

(a) Except as provided in (b) below, insert the clause in 7-203.4(a). See additional instructions in 7-203.4(c).

(b) When, pursuant to 3-405.4, incentive revision of the fee in a cost reimbursement service contract is to be provided, insert the clause in 7-203.4(b). See additional instructions in 7-203.4(c).

7-1909.5 Inspection of Services (Cost Reimbursement).

INSPECTION OF SERVICES-COST REIMBURSEMENT (1971 NOV)

(a) All services (which term throughout this clause includes services performed, material furnished or utilized in the performance of services, and workmanship in the performance of services) shall be subject to inspection and test by the Government, to the extent practicable at all times and places during the term of the contract. All inspections by the Government shall be made in such a manner as not to unduly delay the work.

(b) If any services performed hereunder are not in conformity with the requirements of this contract, the Government shall have the right to require the Contractor to perform the services again, in conformity with the requirements of the contract, without payment of additional fee. When the services to be performed are of such a nature that the defect cannot be corrected by reperformance of the services, the Government shall have the right to (i) require the Contractor to immediately take all necessary steps to ensure future performance of the services in conformity with the requirements of the contract, and (ii) reduce any fee payable under the contract to reflect the reduced value of the services performed. In the event the Contractor fails promptly to perform the services again or to take the necessary steps to ensure future performance of the services in conformity with the requirements of the contract, the Government shall have the right

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either to (i) by contract or otherwise have the services reperformed in a manner in conformity with the contract requirements and reduce any fee payable under the contract by an amount which is equitable under the circumstances or (ii) terminate this contract for default as provided in the clause of this contract entitled "Termination."

(c) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services to be performed hereunder. Records of all inspection work by the Contractor shall be kept complete and available to the Government during the performance of this contract and for such longer period as may be specified elsewhere in this contract.

(End of clause)

7-1909.6 Assignment of Claims. In accordance with 7-103.8, insert the clause therein.

7-1909.7 Subcontracts. In accordance with 7-203.8, insert the clause therein. 7-1909.8 Utilization of Small Business Concerns. In accordance with 1-707.3(a) and (b) and 7-104.14, insert one or both of the clauses in 7-104.14. 7-1909.9 Termination. Insert the clause in 7-203.10.

7-1909.10 Excusable Delays. Insert the clause in 7-203.11. 7-1909.11 Disputes. Insert the clause in 7-103.12.

7-1909.12 Renegotiation. In accordance with 7-103.13, insert the appropriate clause therein.

7-1909.13 Contract Work Hours and Safety Standards Act-Overtime Compensation. In accordance with 12-301, 12-302, and 12-306, insert the clauses in 7-103.16.

7-1909.14 Equal Opportunity. In accordance with 12-807.1, insert the appropriate clause in 7-103.18.

7-1909.15 Officials Not To Benefit. Insert the clause in 7-103.19. 7-1909.16 Covenant Against Contingent Fees. Insert the clause in 7-103.20. 7-1909.17 Government Property (Cost Reimbursement). In accordance with 7-203.21, insert the clause therein.

7-1909.18 Insurance-Liability to Third Persons. Insert the clause in

7-203.22.

7-1909.19 Authorization and Consent. In accordance with 9-102.1, insert the clause in 7-103.22.

7-1909.20 Notice and Assistance Regarding Patent Infringement. In accordance with 9-104, insert the clause in 7-103.23.

7-1909.21 Utilization of Labor Surplus Area Concerns. In accordance with 1-805.3, insert one or both of the clauses in 7-104.20.

7-1909.22 Payment for Overtime Premiums. In accordance with 12-102.6, insert the clause in 7-203.27.

7-1909.23 Competition in Subcontracting. In accordance with 7-104.40, insert the clause therein.

7-1909.24 Audit by Department of Defense. In accordance with 7-104.41, insert the clause therein.

7-1909.25 Minority Business Enterprises. In accordance with 1-332, insert the appropriate clause or clauses in 7-104.36.

7-1909.26 Equal Opportunity Pre-Award Clearance of Subcontracts. In accordance with 23-201.4, insert the clause in 7-104.22.

7-1909.27 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era. Insert the clause in 7-103.27.

7-1909.28 Affirmative Action for Handicapped Workers. Insert the clause in

7-103.28.

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CONTRACT CLAUSES AND SOLICITATION PROVISIONS

7-1909.29 Clean Air and Water. In accordance with 1-2302.2, insert the clause in 7-103.29.

7-1909.30 Notice of Intent to Disallow or Not Recognize Costs. Insert the clause in 7-203.35.

7-1910 Clauses To Be Used When Applicable in Cost Reimbursement Service Contracts.

7-1910.1 Clauses for Cost Reimbursement Service Contracts Involving Construction Work.

(a) In accordance with 12-106 and 18-703, insert the clauses in 7-602.23. (b) In accordance with 7-602.20 and 7-602.24, insert the clauses therein in addition to the clause in 7-104.3.

7-1910.2 Workmen's Compensation and War Hazard Insurance Overseas. In accordance with 10-403, insert the clauses in 7-104.2(a) and/or 7-104.2(b) depending on whether all contract employees are subject to the Defense Base Act or whether the Act has been waived as to all or part of the contract employees. Also insert the clause Reimbursement for War Hazard Losses in 7-104.2(c) and the language at 10-502(b) and (c) according to the instructions stated in those paragraphs.

7-1910.3 Continuity of Services. When difficulties are anticipated on either the part of the Government or contractors during the transition period from one service contractor to its successor, a clause substantially as follows may be included.

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CONTINUITY OF SERVICES

The Contractor recognizes that the services provided by this contract are vital to the Government's overall effort, that continuity thereof must be maintained at a consistently high level without interruption, that upon expiration of this contract a successor-either the Government or another Contractor-may continue these services, that the successor, be it the Government or another Contractor, will need phase-in training, and that the Contractor must give his best efforts and cooperation in order to effect an orderly and efficient transition to a successor.

In view of the above, the Contractor agrees, upon written notification by the Contracting Officer, to provide phase-in, phase-out (PIPO) services for up to sixty (60)* days after this contract expires. After notification, the Contractor agrees to negotiate in good faith with a successor in determining the nature and extent of the PIPO services, including a mutually acceptable detailed plan for PIPO operations. The plan shall design a training program and specify a date for shifting the responsibility to the successor for each division of work set forth in the plan, and shall be subject to the approval of the Contracting Officer. The Contractor shall provide sufficient experienced personnel during the PIPO period to insure that the services called for by this contract are maintained at a high level of proficiency.

The Contractor shall be reimbursed for all reasonable PIPO costs-those costs accruing within the agreed period after contract expiration which result from PIPO operations—and will receive a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

The Contractor agrees to cooperate with the successor, whether it be the Government or another Contractor, in allowing as many personnel as practicable to remain on the job in order to enhance the continuity and consistency of the services called for by this contract. Toward that end the Contractor agrees to disclose necessary personnel records and to allow its successor to conduct on-site interviews with its employees. If said employees are agreeable to the change and are accepted by the successor, then the Contractor shall release them at a mutually acceptable date and shall negotiate the transfer of their earned fringe benefits to the successor.

(End of clause)

*This limitation may be varied from 30 to 90 days.

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7-1910.4 Notice to the Government of Labor Disputes. In accordance with 7-104.4, insert the clause therein.

7-1910.5 Reserved.

7-1910.6 Filing of Patent Applications. In accordance with 9-106, insert the clause in 7-104.6.

7-1910.7 Patent Rights. When experimental, developmental or research work may be performed under the contract, insert the appropriate clause in 7-302.23.

7-1910.8 Communist Areas. In accordance with 6-403, insert the clause in

7-103.15.

7-1910.9 Reporting of Royalties. In accordance with 9-110, insert the clause in 7-104.8(a).

7-1910.10 Rights in Data. In accordance with 7-104.9, insert the appropriate clause, or clauses, therein.

7-1910.11 Quality Program. In accordance with 14-304, insert the clause in

7-104.28.

7-1910.12 Military Security Requirements. In accordance with 7-104.12(a), insert the clause therein with the modification specified in 7-204.12.

7-1910.13 Gratuities. Insert the clause in 7-104.16, except in contracts and purchase orders with foreign governments obligating solely funds other than those contained in Department of Defense Appropriation Acts.

7-1910.14 Reserved.

7-1910.15 Ocean Transport of Government Owned Supplies. In accordance with 1-1404(a), insert the clause in 7-104.19(a).

7-1910.16 Limitation on Withholding of Payments. In accordance with 7-104.21, insert the clause therein.

7-1910.17 Flight Risks. In accordance with 10-504, insert the clause in

7-204.21.

7-1910.18 Taxes. In accordance with 11-403.2, insert the appropriate clause in 7-204.24.

7-1910.19 Advance Payments. When advance payments are to be made in accordance with Appendix E, Part 4, insert the appropriate clauses in 7-104.34. 7-1910.20 Frequency Authorization. In accordance with 7-104.61, insert the clause therein.

7-1910.21 Interest. In accordance with E-620, insert the clause in 7-104.39. 7-1910.22 Value Engineering. In accordance with 1-1702, insert the appropriate clauses in 7-104.44, substituting the clause paragraph (e)(1)(ii) in 7-204.32(b) or (c) for paragraph (e)(1)(ii) of the clause in 7-104.44 and as modified by clause paragraph (k) in 7–1903.51.

7-1910.23 Price Reduction for Defective Cost or Pricing Data. In accordance with 7-104.29, insert the appropriate clause therein.

7-1910.24 Subcontractor Cost and Pricing Data. In accordance with 7-104.42, insert the appropriate clause therein.

7-1910.25 Examination of Records by Comptroller General. In accordance with 7-104.15, insert the clause therein.

7-1910.26 Special Test Equipment. Insert the clause in 7-104.26 in negotiated contracts which provide that the contractor will acquire special test equipment for the Government but do not specify the items to be acquired (see 13-306.3).

7-1910.26

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