52.216-6 Price Redetermination-Retroactive.

As prescribed in 16.206-4 , insert the following clause:

Price Redetermination-Retroactive (Jan 2022)

(a) General. The unit price and the total price stated in this contract shall be redetermined in

accordance with this clause, but in no event shall the total amount paid under this contract exceed

__________ [insert dollar amount of ceiling price].

(b) Definition. "Costs," as used in this clause, means allowable costs in accordance with part 31 of

the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(c) Data submission.

(1) Within______ [Contracting Officer insert number of days] days after delivery of all supplies to be

delivered and completion of all services to be performed under this contract, the Contractor shall

submit-

(i) Proposed prices;

(ii) A statement in the format of Table 15-2, FAR 15.408, or in any other form on which the parties

may agree, of all costs incurred in performing the contract; and

(iii) Any other relevant data that the Contracting Officer may reasonably require.

(2) If the Contractor fails to submit the data required by paragraph (c)(1) of this section within the

time specified, the Contracting Officer may suspend payments under this contract until the data are

furnished. If it is later determined that the Government has overpaid the Contractor, the excess shall

be repaid to the Government immediately. Unless repaid within 30 days after the end of the data

submittal period, the amount of the excess shall bear interest, computed from the date the data were

due to the date of repayment, at the rate established in accordance with the Interest clause.

(d) Price determination. Upon the Contracting Officer’s receipt of the data required by paragraph (c)

of this section, the Contracting Officer and the Contractor shall promptly negotiate to redetermine

fair and reasonable prices for supplies delivered and services performed by the Contractor under

this contract.

(e) Contract modification. The negotiated redetermination of price shall be evidenced by a

modification to this contract, signed by the Contractor and the Contracting Officer.

(f) Adjusting billing prices. Pending execution of the contract modification (see paragraph (e) of this

section), the Contractor shall submit invoices or vouchers in accordance with billing prices stated in

this contract. If at any time it appears that the then-current billing prices will be substantially

greater than the estimated final prices, or if the Contractor submits data showing that the

redetermined prices will be substantially greater than the current billing prices, the parties shall

negotiate an appropriate decrease or increase in billing prices. Any billing price adjustment shall be

reflected in a contract modification and shall not affect the redetermination of prices under this

clause. After the contract modification for price redetermination is executed, the total amount paid

or to be paid on all invoices or vouchers shall be adjusted to reflect the agreed-upon prices, and any
resulting additional payments, refunds, or credits shall be made promptly.

(g) Quarterly limitation on payments statement. This paragraph (g) shall apply until final price

redetermination under this contract has been completed.

(1) Within 45 days after the end of the quarter of the Contractor’s fiscal year in which a delivery is

first made (or services are first performed) and accepted by the Government under this contract,

and for each quarter thereafter, the Contractor shall submit to the contract administration office

(with a copy to the contracting office and the cognizant contract auditor), a statement, cumulative

from the beginning of the contract, showing-

(i) The total contract price of all supplies delivered (or services performed) and accepted by the

Government and for which final prices have been established;

(ii) The total costs (estimated to the extent necessary) reasonably incurred for, and properly

allocable solely to, the supplies delivered (or services performed) and accepted by the Government

and for which final prices have not been established;

(iii) The portion of the total interim profit (used in establishing the initial contract price or agreed to

for the purpose of this paragraph (g)) that is in direct proportion to the supplies delivered (or

services performed) and accepted by the Government and for which final prices have not been

established; and

(iv) The total amount of all invoices or vouchers for supplies delivered (or services performed) and

accepted by the Government (including amounts applied or to be applied to liquidate progress

payments).

(2) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly

statement the amount under subdivision (g)(1)(iv) of this section exceeds the sum due the

Contractor, as computed in accordance with subdivisions (g)(1)(i), (ii), and (iii) of this section, the

Contractor shall immediately refund or credit to the Government the amount of this excess. The

Contractor may, when appropriate, reduce this refund or credit by the amount of previous refunds or

credits effected under this clause. If any portion of the excess has been applied to the liquidation of

progress payments, then that portion may, instead of being refunded, be added to the unliquidated

progress payment account, consistent with the Progress Payments clause. The Contractor shall

provide complete details to support any claimed reduction in refunds.

(3) If the Contractor fails to submit the quarterly statement within 45 days after the end of each

quarter and it is later determined that the Government has overpaid the Contractor, the Contractor

shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of

the statement submittal period, the amount of the excess shall bear interest, computed from the date

the quarterly statement was due to the date of repayment, at the rate established in accordance with

the Interest clause.

(h) Subcontracts. No subcontract placed under this contract may provide for payment on a cost-plusa-percentage-of-cost basis.

(i) Disagreements. If the Contractor and the Contracting Officer fail to agree upon redetermined

prices within 60 days (or within such other period as the parties agree) after the date on which the

data required by paragraph (c) of this section are to be submitted, the Contracting Officer shall

promptly issue a decision in accordance with the Disputes clause. For the purpose of paragraphs (e),

(f), and (g) of this section, and pending final settlement of the disagreement on appeal, by failure to

appeal, or by agreement, this decision shall be treated as an executed contract modification.
(j) Termination. If this contract is terminated before price redetermination, prices shall be

established in accordance with this clause for completed supplies and services not terminated. All

other elements of the termination shall be resolved in accordance with other applicable clauses of

this contract.

(End of clause)

Parent topic: 52.216 [Reserved]