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97-67

Procurement Notice

October 23, 2001

 

UNDEFINITIZED CONTRACT ACTIONS (UCAs)

 

BACKGROUND:  This PN implements various changes to NASA's management controls for issuance and definitization of Undefinitized Contract Actions (UCAs) and the issuance of letter contracts.  These changes have been initiated as a result of an agency effort to reduce both the dollar value and number of UCAs, and to speed the definitization process.  The new management controls include: addressing UCA management in acquisition plans and in contractor award fee evaluations when appropriate; lowering the threshold for Center Director approval of UCAs; requiring “not to exceeds” (NTEs) for all UCAs exceeding $100,000; and adding the requirement that UCAs not requiring Center Director approval be approved by the Procurement Officer.  Finally, for both UCAs and letter contracts, contracting officers are required to ensure that undefinitized actions are limited to the minimum severable effort required to satisfy urgent program requirements, and that remaining requirements are acquired through separate fully priced and definitized contract actions.  

 

ACQUISITIONS AFFECTED BY CHANGE:  This PN applies to undefinitized contract actions (i.e. a unilateral or bilateral contract modification or delivery/task order in which the final price or estimated cost and fee have not been negotiated and mutually agreed to by NASA and the contractor) and letter contracts.

 

ACTION REQUIRED BY CONTRACTING OFFICERS:

(a)  Ensure that acquisition plans address change management if contract changes are anticipated.

(b) Include contractor responsiveness to requests for change proposals in award fee contract evaluation when contract changes are anticipated.

(c)  Before issuance of any undefinitized contract action obtain Center Director (>$100K) or Procurement Officer (<$100K) approval.

(d) Establish NTEs for all UCAs exceeding $100,000.

 

CLAUSE CHANGES:  There are no clause changes as a result of this PN.

 

PARTS AFFECTED:  Changes are made in Parts 1807, 1816, and 1843.

 

REPLACEMENT PAGES:  You may use the enclosed pages to replace 7:3, 7:4, 16:1, 16:2, 16:9, 16:10, 16:11, 16:12, 16:13, and Part 1843.

 

TYPE OF RULE AND PUBLICATION DATE:  This PN was published as a final rule in the Federal Register (66 FR 53545-53549, October 23, 2001).

 

PIC CANCELLATION:  PIC 01-16, Class Deviation to the NASA FAR Supplement Lowering the Threshold for Center Director Approval for Undefinitized Contract Actions, is cancelled.

 

HEADQUARTERS CONTACT:   Tom O’Toole, Code HK, (202) 358-0478, e-mail: totoole@hq.nasa.gov.

 

 

 

R. Scott Thompson

Director, Contract Management Division

 

Enclosures

 

  (a) The acquisition planning team shall obtain input from the center offices responsible for matters of safety and mission assurance, occupational health, environmental protection, information technology, export control, and security.  Their presence on the team shall help to ensure that all NASA acquisitions are structured in accordance with NASA safety, occupational health, environmental, export control, and security policy.  As part of this process, the team shall recommend any appropriate solicitation or contract requirements for implementation of safety, occupational health, environmental, information technology, export control, and security concerns.  (See NPG 8715.3, NASA Safety Manual; NPG 7120.5, NASA Program and Project Management Processes and Requirements; NPG 2810.1, Security of Information Technology, and NPG 1620.1, Security Procedures and Guidelines, all available at www.nodis.hq.nasa.gov).

 

1807.105 Contents of written acquisition plans.

  Acquisition plans shall address each applicable topic listed in FAR 7.105, as supplemented by this section.  Plans shall be structured by subject heading using each italicized topic heading in the same sequence as presented in the FAR.  Subheadings should be used when appropriate (e.g., the separate items under contracting considerations at 7.105(b)(4)).  Topics not applicable to a given acquisition (e.g., design-to-cost and should-cost are not compatible with service acquisitions), should be marked N/A.  The requirements in FAR 7.105 regarding performance-based contracting methods shall not be limited to acquisition plans for service contracts.

  (a)(1) Describe in nontechnical terms the supplies or services to be acquired.  Include quantities.

  (a)(2) NPG 7120.5 shall be an integral part of acquisition planning for programs and projects subject to its requirements.  If the NPG does not apply, the acquisition plan shall clearly state that fact.  If the NPG does apply, specify whether all required NPG 7120.5 documentation is current and approved (see 1804.7301(b)(2)(i)).  If not, describe the approach for obtaining approval or the authority to proceed without approval before release of draft or final solicitations. For programs and projects under the NPG, all draft or final solicitations subject to, or directly or substantially in support of, those programs or projects shall clearly identify the program or project of which they are part.

  (a)(3) Identify the estimated cost and describe the estimating methodology.

  (a)(5) Specify the delivery or performance period requirements separately by the basic contract, each option, and the total.

  (a)(7) Discuss project/program risks (see NPG 7120.5, NASA Program and Project Management Processes and Requirements).  In addition to technical, schedule, and cost risks, the discussion shall include such considerations as: safety and security  (including personnel, information technology, and facilities/property); the need to involve foreign sources (contractor and/or governmental), and risks of unauthorized technology transfer (see NPD 2110.1D and Export Control Program (http://www.hq.nasa.gov/office/codei/nasaecp/ecpolicy.html)); and resource risk, including the necessary level and expertise of NASA personnel resources available to manage the project/program.  For each area of risk identified, the discussion shall include a quantification of the relative magnitude (e.g., high, medium, low) together with the specific actions taken to structure the acquisition approach to manage the risks throughout the acquisition process.   For example, this discussion would identify those areas that have safety risk, discuss how safety is addressed in contract requirements and evaluated in the source selection, and how it will be managed and incentivized during contract performance.  Decisions to accept, mitigate, track, and/or research risk factors shall be identified and documented as part of acquisition planning.

  (a)(8) Streamlining applies to all NASA acquisitions.  Describe all planned streamlining procedures.

  (b)(3) Address how cost realism will be evaluated.

  (b)(4)(A) If an incentive contract is planned, describe the planned incentive(s) and the anticipated effects.

           (B) Describe subcontracting issues, including all applicable subcontracting goals.  (See FAR part 19 and part 1819).

  (b)(5)(A) Identify the estimated cost separately by the basic contract, each option and total amount.

           (B) Identify the funding by fiscal year and unique project number (UPN).

           (C) Discuss planned approaches to eliminate funding shortfalls (vs. the estimated cost).

  (b)(6) Identify the type of work statement/specification planned.  Specifically address the applicability of performance-based requirement descriptions and the availability of commercial sources for the supplies/services.

(b) (10)  Address contract management issues, including --

            (A) Planned delegations of administrative functions; and

            (B) When contract changes are anticipated, the plan to manage such changes and the specific measures that will be taken to minimize the issuance of undefinitized contract actions.

  (b)(20) If the period between release of solicitation to contract award is more than 120 calendar days (180 days for formal SEB competitions), explain why that goal cannot be met.

 

1807.107 Additional requirements for acquisitions involving bundling.

  (c) Requests for approval of proposed bundlings that do not meet the thresholds in FAR 7.107(b) must be sent to the Headquarters Office of Procurement (Code HS).  

  (e) The substantial bundling documentation requirement applies to each proposed NASA bundling expected to exceed $5 million or more.  The contracting officer must forward the documentation along with the measurable benefits analysis required by FAR 7.107(b) to the Headquarters Office of Procurement (Code HS) in sufficient time to allow a minimum of 10 days for review.

 

1807.107-70 Orders against Federal Supply Schedule contracts, Governmentwide acquisition contracts (GWACs), or other existing indefinite-delivery contracts.

  The FAR and NFS requirements for justification, review, and approval of bundling of contract requirements also apply to an order from a Federal Supply Schedule contract, Governmentwide acquisition contract, or other indefinite-delivery contract if the requirements consolidated under the order meet the definition of “bundling” at FAR 2.101.

 

1807.170 Acquisition Strategy Meeting (ASM).

  (a) The ASM is an acquisition plan conducted through a meeting attended by all interested NASA offices.  At the meeting, the acquisition plan topics and structure specified in 1807.105 are presented in briefing format, and formal written minutes prepared to summarize the decisions, actions, and conclusions of the ASM members.  The approved minutes, along with the briefing


 PART 1816

  TYPES OF CONTRACTS

 

TABLE OF CONTENTS

 

SUBPART               1816.1             SELECTING CONTRACT TYPES

1816.104                                           Factors in selecting contract types.

1816.104-70                                     Contract type of performance-based contracting (PBC).

 

SUBPART               1816.2             FIXED-PRICE CONTRACTS

1816.202                                           Firm-fixed-price contracts.

1816.202-70                                     NASA contract clause.

1816.203                                           Fixed-price contracts with economic price adjustment.

1816.203-4                                       Contract clauses.

 

SUBPART               1816.3             COST-REIMBURSEMENT CONTRACTS

1816.303-70                                     Cost-sharing contracts.

1816.306                                           Cost-plus-fixed-fee contracts.

1816.307                                           Contract clauses.

1816.307-70                                     NASA contract clauses.

 

SUBPART               1816.4             INCENTIVE CONTRACTS

1816.402                                           Application of pre-determined, formula-type incentives.

1816.402-2                                       Performance incentives.

1816.402-270                                   NASA technical performance incentives.

1816.404                                           Fixed-price contracts with award fees.

1816.405                                           Cost-reimbursement incentive contracts.

1816.405-2                                       Cost-plus-award-fee (CPAF) contracts.

1816.405-270                                   CPAF contracts.

1816.405-271                                   Base fee.

1816.405-272                                   Award fee evaluation periods.

1816.405-273                                   Award fee evaluations.

1816.405-274                                   Award fee evaluation factors.

1816.405-275                                   Award fee evaluation scoring.

1816.405-276                                   Award fee payments and limitations.

1816.406                                           Contract clauses.

1816.406-70                                     NASA contract clauses.

 

SUBPART               1816.5             INDEFINITE-DELIVERY CONTRACTS

1816.504                                           Indefinite quantity contracts.

1816.505                                           Ordering.

1816.505-70                                     Task Ordering.

1816.506-70                                     NASA contract clause.

 

SUBPART               1816.6             TIME-AND-MATERIALS, LABOR-HOUR, AND

                                                            LETTER CONTRACTS

1816.603                                           Letter contracts.

1816.603-2                                       Application.

1816.603-370                                   Approvals.

 

 

PART 1816

TYPES OF CONTRACTS

 

Subpart 1816.1 -- Selecting Contract Types

 

1816.104 Factors in selecting contract types.

 

1816.104-70 Contract type for performance-based contracting (PBC).

  (a) PBC is defined in FAR 2.101 and discussed in FAR 37.6.  Although FAR Part 37 primarily addresses services contracts, PBC is not limited to these contracts. PBC is the preferred way of contracting for all supplies and services at NASA.  Generally, when contract performance risk under a PBC specification can be fairly shifted to the contractor to allow for the operation of objective incentives, a contract type with objectively measurable incentives (e.g., FFP, FPIF, or CPIF) is appropriate.  However, when contractor performance (e.g., cost control, schedule, or quality/technical) is best evaluated subjectively using quantitative measures, a CPAF contract may be used.

  (b) A level-of-effort contract is not PBC.

 

Subpart 1816.2--Fixed-Price Contracts

 

1816.202  Firm-fixed-price contracts.

 

1816.202-70  NASA contract clause.

   The contracting officer shall insert the clause at 1852.216-78, Firm-Fixed-Price, in firm-fixed-price solicitations and contracts.  Insert the appropriate amount in the resulting contract.

 

1816.203 Fixed-price contracts with economic price adjustment.

 

1816.203-4  Contract clauses.

  (a) In addition to the approval requirements in the prescriptions at FAR 52.216-2 through 52.216-4, the contracting officer shall coordinate with the installation's Deputy Chief Financial Officer (Finance) before exceeding the ten-percent limit in paragraph (c)(1) of the clauses at FAR 52.216-2 and 52.216-3 and paragraph (c)(4) of the clause at 52.216-4.

   (d)(2) Contracting officers shall contact the Office of Procurement, Code HK, for specific guidance on preparing clauses using cost indexes.  Such clauses require advance approval by the Associate Administrator for Procurement.  Requests for approval shall be submitted to the Headquarters Office of Procurement (Code HS).

 

Subpart 1816.3--Cost-Reimbursement Contracts

     (1) Normally, the contractor should be given a score of 0 for cost control when there is a significant overrun within its control.  However, the contractor may receive higher scores for cost control if the overrun is insignificant.  Scores should decrease sharply as the size of the overrun increases.  In any evaluation of contractor overrun performance, the Government shall consider the reasons for the overrun and assess the extent and effectiveness of the contractor's efforts to control or mitigate the overrun.

     (2) The contractor should normally be rewarded for an underrun within its control, up to the maximum score allocated for cost control, provided the average numerical rating for all other award fee evaluation factors is 81 or greater (see 1816.405-275).  An underrun shall be rewarded as if the contractor has met the estimated cost of the contract (see 1816.405-274(d)(3)) when the average numerical rating for all other factors is less than 81 but greater than 60.

     (3) The contractor should be rewarded for meeting the estimated cost of the contract, but not to the maximum score allocated for cost control, to the degree that the contractor has prudently managed costs while meeting contract requirements.  No award shall be given in this circumstance unless the average numerical rating for all other award fee evaluation factors is 61 or greater.

  (f)  When an AF arrangement is used in conjunction with another contract type, the award fee’s cost control factor will only apply to a subjective assessment of the contractor’s efforts to control costs and not the actual cost outcome incentivized under the basic contract type (e.g. CPIF, FPIF).

    (g)(1) The contractor's performance against the subcontracting plan incorporated in the contract shall be evaluated.  Emphasis may be placed on the contractor's accomplishment of its goals for subcontracting with small business, HUBZone small business, women-owned small business, veteran-owned small business, and service-disabled veteran-owned small business concerns.

      (2) The contractor's performance against the contract target for participation as subcontractors by small disadvantaged business concerns in the NAICS Major Groups designated by the Department of Commerce (see FAR 19.201(c)) shall also be evaluated if the clause at FAR 52.219-26, Small Disadvantaged Business Participation - Incentive Subcontracting, is not included in the contract (see FAR 19.1204(c)). 

      (3) The contractor's achievements in subcontracting high technology efforts as well as the contractor's performance under the Mentor-Protégé Program, if applicable, may also be evaluated.

       (4) The evaluation weight given to the contractor's performance against the considerations in paragraphs (g)(1) through (g)(3) of this section should be significant (up to 15 percent of available award fee).  The weight should motivate the contractor to focus management attention to subcontracting with small, HUBZone, women-owned, veteran-owned, and service-disabled veteran-owned small business concerns, and with small disadvantaged business concerns in designated NAICS Major Groups to the maximum extent practicable, consistent with efficient contract performance.

  (h)  When contract changes are anticipated, the contractor’s responsiveness to requests for change proposals should be evaluated.  This evaluation should include the contractor’s submission of timely, complete proposals and cooperation in negotiating the change.

 (i) Only the award fee performance evaluation factors set forth in the performance evaluation plan shall be used to determine award fee scores.

 

 (j) The Government may unilaterally modify the applicable award fee performance evaluation factors and performance evaluation areas prior to the start of an evaluation period.  The contracting officer shall notify the contractor in writing of any such changes 30 days prior to the start of the relevant evaluation period.

 

1816.405-275  Award fee evaluation scoring.

   (a) A scoring system of 0-100 shall be used for all award fee ratings.  Award fee earned is determined by applying the numerical score to the award fee pool.  For example, a score of 85 yields an award fee of 85 percent of the award fee pool.  No award fee shall be paid unless the total score is 61 or greater.

   (b)        The following standard adjectival ratings and the associated numerical scores shall be used on all award fee contracts.

       (1) Excellent  (100-91):  Of exceptional merit; exemplary performance in a timely, efficient, and economical manner; very minor (if any) deficiencies with no adverse effect on overall performance.

       (2) Very good  (90-81):  Very effective performance, fully responsive to contract requirements; contract requirements  accomplished in a timely, efficient, and economical manner for the most part; only minor deficiencies.

       (3) Good  (80-71):  Effective performance; fully responsive to contract requirements; reportable deficiencies, but with little identifiable effect on overall performance.

       (4) Satisfactory (70-61):  Meets or slightly exceeds minimum acceptable standards; adequate results; reportable deficiencies with identifiable, but not substantial, effects on overall performance.

       (5) Poor/Unsatisfactory (less than 61):  Does not meet minimum acceptable standards in one or more areas; remedial action required in one or more areas; deficiencies in one or more areas which adversely affect overall performance.

   (c) As a benchmark for evaluation, in order to be rated "Excellent," the contractor must be under cost, on or ahead of schedule, and have provided excellent technical performance.

   (d) A scoring system appropriate for the circumstances of the individual contract requirement should be developed.  Weighted scoring is recommended.  In this system, each evaluation factor (e.g., technical, schedule, cost control) is assigned a specific percentage weighting with the cumulative weightings of all factors totaling 100.  During the award fee evaluation, each factor is scored from 0-100 according to the ratings defined in 1816.405-275(b).  The numerical score for each factor is then multiplied by the weighting for that factor to determine the weighted score.  For example, if the technical factor has a weighting of 60 percent and the numerical score for that factor is 80, the weighted technical score is 48 (80 x 60 percent).  The weighted scores for each evaluation factor are then added to determine the total award fee score.

 

1816.405-276 Award fee payments and limitations.

  (a) Interim Award Fee Payments.  The amount of an interim award fee payment (see 1816.405-273(b)) is limited to the lesser of the interim evaluation score or 80 percent of the fee allocated to that interim period less any provisional payments (see paragraph (b) of this subsection) made during the period. 

  (b) Provisional Award Fee Payments.  Provisional award fee payments are payments made within evaluation periods prior to an interim or final evaluation for that period.  Provisional payments may be included in the contract and should be negotiated on a case-by-case basis.  For

a service contract, the total amount of award fee available in an evaluation period that may be provisionally paid is the lesser of a percentage stipulated in the contract (but not exceeding 80 percent) or the prior period's evaluation score.  For an end item contract, the total amount of provisional payments in a period is limited to a percentage not to exceed  80 percent of the prior interim period’s evaluation score.

   (c) Fee Payment.  The Fee Determination Official's rating for both interim and final evaluations will be provided to the contractor within 45 calendar days of the end of the period being evaluated.  Any fee, interim or final, due the contractor will be paid no later than 60 calendar days after the end of the period being evaluated.

 

1816.406  Contract clauses.

 

1816.406-70  NASA contract clauses.

   (a) As authorized by FAR 16.406(e), the contracting officer shall insert the clause at 1852.216-76, Award Fee for Service Contracts, in solicitations and contracts when an award-fee contract is contemplated and the contract deliverable is the performance of a service. 

   (b) As authorized by FAR 16.406(e), the contracting officer shall insert the clause at 1852.216-77, Award Fee for End Item Contracts, in solicitations and contracts when an award fee contract is contemplated and the contract deliverables are  hardware or other end items for which total contractor performance cannot be measured until the end of the contract. When the clause is used in a fixed-price award-fee contract, it shall be modified by deleting references to base fee in paragraphs (a), and by deleting paragraph  (c)(1), the last sentence of (c)(4), and the first sentence of (c)(5).

   (c) The contracting officer may insert a clause substantially as stated at 1852.216-83, Fixed Price Incentive, in fixed-price-incentive solicitations and contracts utilizing firm or successive targets.  For items subject to incentive price revision, identify the target cost, target profit, target price, and ceiling price for each item.

   (d) The contracting officer shall insert the clause at 1852.216-84, Estimated Cost and Incentive Fee, in cost-plus-incentive-fee solicitations and contracts.

  (e) The contracting officer may insert the clause at 1852.216-85, Estimated Cost and Award Fee, in award-fee solicitations and contracts.  When the contract includes performance

incentives, use Alternate I. When the clause is used in a fixed-price award fee contract, it shall be modified to delete references to base fee and to reflect the contract type.

   (f) As provided at 1816.402-270, the contracting officer shall insert a clause substantially as stated at 1852.216-88,  Performance Incentive, when the primary deliverable(s) is (are) hardware and total estimated cost and fee is greater than $25 million.  A clause substantially as stated at 1852.216-88 may be included in lower dollar value hardware contracts with the approval of the procurement officer.

Subpart 1816.5--Indefinite-Delivery Contracts

 

1816.504 Indefinite quantity contracts.

   (a)(4)(ii) ID/IQ service contract values and task order values shall be expressed only in dollars.

  (a)(4)(v)  See 1815.7003.

 

1816.505 Ordering.

 (a)(2) Task and delivery orders shall be issued by the contracting officer.

 (b)(5) The Agency and installation ombudsmen designated in accordance with 1815.7001 shall review complaints from contractors on task order contracts and delivery order contracts.

 

1816.505-70 Task ordering.

  (a) The contracting officer shall, to the maximum extent possible, state task order requirements in terms of functions and the related performance and quality standards such that the standards may be objectively measured.

  (b) To the maximum extent possible, contracting officers shall solicit contractor task plans to use as the basis for finalizing task order requirements and enable evaluation and pricing of the contractor's proposed work on a performance based approach as described in 1816.104-70(a).

 (c) Task order contract type shall be individually determined, based on the nature of each task order's requirements.

     (1) Task orders may be grouped by contract type for administrative convenience (e.g., all CPIF orders, all FFP orders, etc.) for contractor progress and cost reporting.

     (2) Under multiple awards, solicitations for individual task plans shall request the same pricing structure from all offerors.

 (d) Any undefinitized task order issued under paragraph (f) of the clause at 1852.216-80, Task Ordering Procedure, shall be treated and reported as an undefinitized contract action in accordance with 1843.70.

 

1816.506-70 NASA contract clause.

  Insert the clause at 1852.216-80, Task Ordering Procedure, in solicitations and contracts when an indefinite-delivery, task order contract is contemplated.  The clause is applicable to both fixed-price and cost-reimbursement type contracts.  If the contract does not require 533M reporting (see NPG 9501.2, NASA Contractor Financial Management Reporting System), use the clause with its Alternate I. 

 

Subpart 1816.6--Time-and-Materials, Labor-Hour, and Letter Contracts

 

1816.603 Letter contracts.

 

1816.603-2  Application.

  (a)  Centers must ensure that NASA liabilities and commitments are minimized under letter contracts.  When a letter contract is justified and program requirements can be severed into smaller, discreet efforts, the work authorized by the letter contract must be limited to the minimum severable effort required to satisfy the urgent program requirements.  The remaining requirements may not be initially included in the letter contract and must be acquired through a separate fully priced and definitized contract action.

 

1816.603-370 Approvals.

   (a) All requests for authority  to issue a letter contract shall include the following:

       (1)   Proposed contractor's name and address.

       (2)   Location where contract is to be performed.

       (3)   Contract number, including modification number, if applicable.

       (4)   Brief description of the work or services to be performed.

(5)      Performance period or delivery schedule.

 

       (6)   Amount of letter contract.

       (7)   Performance period of letter contract.

       (8)   Estimated total amount of definitive contract.

       (9)   Type of definitive contract to be executed.

       (10) A statement that the definitive contract will contain all required clauses or identification of specific clause  deviations that have been approved.

       (11) A statement as to the necessity and advantage to the Government of the proposed letter contract.

       (12) The definitization schedule described in FAR 16.603-2(c) expected to be negotiated with the contractor.

   (b) Requests for authority to issue letter contracts having an estimated definitive contract amount equal to or greater than the Master Buy Plan submission thresholds of 1807.7101 (or modifications thereto) shall be signed by the procurement officer and submitted to the Associate Administrator for Procurement (Code HS) for approval. 

  (c) Authority to approve the issuance of letter contracts below the Master Buy Plan submission thresholds specified in 1807.7101 is delegated to the procurement officer.

   (d) Any modification of an undefinitized letter contract approved by a procurement officer in accordance with paragraph (c) of this section that increases the estimated definitized contract amount to or above the Master Buy Plan submission thresholds must have the prior approval of the Associate Administrator for Procurement (Code HS).

PART 1843

CONTRACT MODIFICATIONS

 

TABLE OF CONTENTS

 

SUBPART               1843.2             CHANGE ORDERS

1843.205                                           Contract clauses.

1843.205-70                                     NASA contract clauses.

 

SUBPART               1843.70           UNDEFINITIZED CONTRACT ACTIONS

1843.7001                                         Definitions.

1843.7002                                         Policy.

1843.7003                                         Procedures.

1843.7004                                         Exceptions.

1843.7005                                         Definitization.

 

SUBPART               1843.71           SHARED SAVINGS

1843.7101                                         Shared Savings Program.

1843.7102                                         Solicitation provision and contract clause.

 

 

PART 1843

CONTRACT MODIFICATIONS

                                   

Subpart 1843.2--Change Orders

                                   

1843.205 Contract clauses.

  As authorized in the prefaces of clauses FAR 52.243-1, Changes--Fixed Price; FAR 52.243-2,  Changes--Cost Reimbursement; and FAR 52.243-4, Changes; and in the prescription at 43.205(c) for FAR 52.243-3, Changes--Time-and-Material or Labor-Hours, the period within which a contractor must assert its right to an equitable adjustment may be varied not to exceed 60 calendar days.

 

1843.205-70 NASA contract clauses.

  (a)(1) The contracting officer may insert in contracts a clause substantially the same as 1852.243-70, Engineering Change Proposals, when ECPs are expected.  Paragraphs (c) and (d) of the basic clause and Alternate I of the clause shall be changed to reflect the specific type of contract.

       (2) If it is desirable to preclude a large number of small-dollar, contractor-initiated engineering changes and to reduce the administrative cost of reviewing them, the contracting officer shall use the clause with its Alternate I.

       (3) If the contract is a cost-reimbursement type, the contracting officer shall use the clause with its Alternate II.

  (b) The contracting officer may insert a clause substantially as stated at 1852.243-72, Equitable Adjustments, in solicitations and contracts for –

 

       (1) Dismantling, demolishing, or removing improvements; or

       (2) Construction, when the contract amount is expected to exceed the simplified acquisition threshold and a fixed-price contract is contemplated.

 

Subpart 1843.70-- Undefinitized Contract Actions

                                               

1843.7001 Definitions.

  "Undefinitized contract action (UCA)" means a unilateral or bilateral contract modification or delivery/task order in which the final price or estimated cost and fee have not been negotiated and mutually agreed to by NASA and the contractor. (Issuance of letter contracts and their modifications are governed by subpart 1816.6.)

 

1843.7002 Policy.

    (a) Undefinitized contract actions may be issued only on an exception basis, and centers must ensure that NASA liabilities and commitments are minimized.  When an undefinitized contract action is justified and program requirements can be severed into smaller, discreet efforts, the work authorized by the undefinitized contract action must be limited to the minimum severable effort required to satisfy the urgent program requirements.  The remaining requirements may not be initially included in the undefinitized contract action and must be acquired through a separate fully priced and definitized contract action.

   (b) The contract file for each UCA shall be documented to justify issuance and shall include a Government estimate for the changed requirements.

 

1843.7003 Procedures.

  (a)(1) Issuance of undefinitized contract actions with a Government estimated cost or price over $100,000 must be approved in writing by the Center Director.          

      (2) All other undefinitized contract actions must be approved in writing by the procurement officer.

      (3) In emergency situations, approval may be given orally and subsequently confirmed in writing.

      (4) The approval authorities in paragraphs (a)(1) and (2) of this section are not delegable.

(b) (1) Undefinitized contract actions exceeding $100,000 must be issued as bilateral agreements setting forth a ceiling price or "not to exceed" estimated cost figure for the changed contractual requirements.  For fixed price contracts the negotiated price for the changed contract requirements shall not exceed the established ceiling price.  In the case of cost type contracts any costs eventually negotiated for the changed requirements in excess of the "not to exceed" estimated cost figure shall be non-fee bearing.  The ceiling price or "not to exceed" estimated cost figures shall be separately identified in the UCA instrument from the pricing structure of the basic contract.

      (2) The Center Director may waive the ceiling price or "not to exceed" estimated cost figure and bilateral agreement requirements prior to UCA issuance on the basis of urgency.  This waiver authority is not delegable.  Any waivers shall be documented in the contract file.

  (c) The changed contractual requirements set forth in the UCA shall be clearly defined and shall be limited to the minimum effort required to satisfy urgent program requirements while a cost proposal is prepared, analyzed and negotiated.

 (d) For undefinitized contract actions with a Government estimate greater than $1,000,000 and not excepted under subpart 1843.7004, a 180 day funding profile shall be obtained from the contractor prior to execution of the undefinitized contract action. 

  (e) Undefinitized contract actions with a Government estimated cost or price greater than $1,000,000 shall include a requirement that the change shall be separately accounted for by the contractor to the degree necessary to provide the contracting officer visibility into actual costs incurred pending definitization.  The contracting officer may waive this requirement for individual actions if there is a documented finding that such accounting procedures would not be cost effective.  Any such waiver shall not affect existing NASA Form 533 or other financial reporting requirements set forth in the contract.

 

1843.7004 Exceptions.

  (a)  Exceptions to the requirement for Center Director or procurement officer approval of undefinitized contract actions are--

      (1) Modifications to facilities contracts;

      (2) Modifications to construction contracts using Construction of Facilities funding;

      (3) Urgent modifications resulting from Shuttle manifest changes or that involve immediate issues of safety or damage/loss of property; 

      (4) Modifications to decrease the contract value; or

      (5) Modifications to letter contracts.

  (b) The contract file for any of the modifications in paragraph (a) of this section shall cite the exception and include complete supporting rationale for its applicability.

 

1843.7005 Definitization.

  (a) Undefinitized contract actions should be sufficiently complete and detailed as to enable the contractor to begin immediate preparation of a cost proposal for the changed requirement.  The NASA goal is to definitize UCAs within 180 days from date of issuance.

  (b) Whenever possible, pre-change study efforts or engineering change proposals (ECPs) shall be utilized to negotiate and definitize changes prior to issuance.

 

Subpart 1843.71--Shared Savings

 

1843.7101 Shared Savings Program.

  This subpart establishes and describes the methods for implementing and administering a Shared Savings Program.  This program provides an incentive for contractors to propose and implement, with NASA approval, significant cost reduction initiatives.  NASA will benefit as the more efficient business practices that are implemented lead to reduced costs on current and follow-on contracts.   In return, contractors are entitled to share in cost savings subject to limits established in the contract.  The contracting officer may require the contractor to provide periodic reporting, or other justification, or to require other steps (e.g., cost segregation) to ensure projected cost savings are being realized.

 

1843.7102 Solicitation provision and contract clause.


  The contracting officer shall insert the clause at 1852.243-71, Shared Savings, in all solicitations and contracts expected to exceed $1,000,000, except those awarded under FAR Part 12, NRA and AO procedures, or the SBIR and STTR programs.