52.232-16 Progress Payments.

As prescribed in 32.502-4(a), insert the following clause:

Progress Payments (Nov 2021)

The Government will make progress payments to the Contractor when requested as work

progresses, but not more frequently than monthly, in amounts of $2,500 or more approved by the

Contracting Officer, under the following conditions:

(a) Computation of amounts.

(1) Unless the Contractor requests a smaller amount, the Government will compute each progress

payment as 80 percent of the Contractor’s total costs incurred under this contract whether or not

actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the

sum of all previous progress payments made by the Government under this contract. The

Contracting Officer will consider cost of money that would be allowable under Federal Acquisition

Regulation (FAR)31.205-10 as an incurred cost for progress payment purposes.

(2) The amount of financing and other payments for supplies and services purchased directly for the

contract are limited to the amounts that have been paid by cash, check, or other forms of payment,

or that are determined due and will be paid to subcontractors-

(i) In accordance with the terms and conditions of a subcontract or invoice; and

(ii) Ordinarily within 30 days of the submission of the Contractor’s payment request to the

Government.

(3) The Government will exclude accrued costs of Contractor contributions under employee pension

plans until actually paid unless-

(i) The Contractor’s practice is to make contributions to the retirement fund quarterly or more

frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or

shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor’s

total costs for progress payments until paid).

(4) The Contractor shall not include the following in total costs for progress payment purposes in

paragraph (a)(1) of this clause:

(i) Costs that are not reasonable, allocable to this contract, and consistent with sound and generally

accepted accounting principles and practices.

(ii) Costs incurred by subcontractors or suppliers.

(iii) Costs ordinarily capitalized and subject to depreciation or amortization except for the properly

depreciated or amortized portion of such costs.

(iv) Payments made or amounts payable to subcontractors or suppliers, except for-
(A) Completed work, including partial deliveries, to which the Contractor has acquired title; and

(B) Work under cost-reimbursement or time-and-material subcontracts to which the Contractor has

acquired title.

(5) The amount of unliquidated progress payments may exceed neither (i) the progress payments

made against incomplete work (including allowable unliquidated progress payments to

subcontractors) nor (ii) the value, for progress payment purposes, of the incomplete work.

Incomplete work shall be considered to be the supplies and services required by this contract, for

which delivery and invoicing by the Contractor and acceptance by the Government are incomplete.

(6) The total amount of progress payments shall not exceed 80 percent of the total contract price.

(7) If a progress payment or the unliquidated progress payments exceed the amounts permitted by

paragraphs (a)(4) or (a)(5) of this clause, the Contractor shall repay the amount of such excess to the

Government on demand.

(8) Notwithstanding any other terms of the contract, the Contractor agrees not to request progress

payments in dollar amounts of less than $2,500. The Contracting Officer may make exceptions.

(9) The costs applicable to items delivered, invoiced, and accepted shall not include costs in excess

of the contract price of the items.

(b) Liquidation. Except as provided in the Termination for Convenience of the Government clause, all

progress payments shall be liquidated by deducting from any payment under this contract, other

than advance or progress payments, the unliquidated progress payments, or 80 percent of the

amount invoiced, whichever is less. The Contractor shall repay to the Government any amounts

required by a retroactive price reduction, after computing liquidations and payments on past

invoices at the reduced prices and adjusting the unliquidated progress payments accordingly. The

Government reserves the right to unilaterally change from the ordinary liquidation rate to an

alternate rate when deemed appropriate for proper contract financing.

(c) Reduction or suspension. The Contracting Officer may reduce or suspend progress payments,

increase the rate of liquidation, or take a combination of these actions, after finding on substantial

evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes

paragraphs (f) and (g) of this clause).

(2) Performance of this contract is endangered by the Contractor’s—

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) Inventory allocated to this contract substantially exceeds reasonable requirements.

(4) The Contractor is delinquent in payment of the costs of performing this contract in the ordinary

course of business.

(5) The fair value of the undelivered work is less than the amount of unliquidated progress payments

for that work.
(6) The Contractor is realizing less profit than that reflected in the establishment of any alternate

liquidation rate in paragraph (b) of this clause, and that rate is less than the progress payment rate

stated in paragraph (a)(1) of this clause.

(d) Title.

(1) Title to the property described in this paragraph (d) shall vest in the Government. Vestiture shall

be immediately upon the date of this contract, for property acquired or produced before that date.

Otherwise, vestiture shall occur when the property is or should have been allocable or properly

chargeable to this contract.

(2) "Property," as used in this clause, includes all of the below-described items acquired or produced

by the Contractor that are or should be allocable or properly chargeable to this contract under

sound and generally accepted accounting principles and practices.

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test

equipment, and other similar manufacturing aids, title to which would not be obtained as special

tooling under paragraph (d)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to

deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this

contract; e.g., the termination clauses, shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract without

requesting the Contracting Officer’s approval, but the proceeds shall be credited against the costs of

performance.

(5) To acquire for its own use or dispose of property to which title is vested in the Government under

this clause, the Contractor must obtain the Contracting Officer’s advance approval of the action and

the terms. The Contractor shall (i) exclude the allocable costs of the property from the costs of

contract performance, and (ii) repay to the Government any amount of unliquidated progress

payments allocable to the property. Repayment may be by cash or credit memorandum.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of

all progress payments, title shall vest in the Contractor for all property (or the proceeds thereof) not-

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and

to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply

to property to which the Government acquired title solely under this clause.

(e) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the

risk of loss for property, the title to which vests in the Government under this clause, except to the
extent the Government expressly assumes the risk. The Contractor shall repay the Government an

amount equal to the unliquidated progress payments that are based on costs allocable to property

that is lost (see 45.101).

(f) Control of costs and property. The Contractor shall maintain an accounting system and controls

adequate for the proper administration of this clause.

(g) Reports, forms, and access to records.

(1) The Contractor shall promptly furnish reports, certificates, financial statements, and other

pertinent information (including estimates to complete) reasonably requested by the Contracting

Officer for the administration of this clause. Also, the Contractor shall give the Government

reasonable opportunity to examine and verify the Contractor’s books, records, and accounts.

(2) The Contractor shall furnish estimates to complete that have been developed or updated within

six months of the date of the progress payment request. The estimates to complete shall represent

the Contractor’s best estimate of total costs to complete all remaining contract work required under

the contract. The estimates shall include sufficient detail to permit Government verification.

(3) Each Contractor request for progress payment shall:

(i) Be submitted on Standard Form 1443, Contractor’s Request for Progress Payment, or the

electronic equivalent as required by agency regulations, in accordance with the form instructions

and the contract terms; and

(ii) Include any additional supporting documentation requested by the Contracting Officer.

(h) Special terms regarding default. If this contract is terminated under the Default clause, (i) the

Contractor shall, on demand, repay to the Government the amount of unliquidated progress

payments and (ii) title shall vest in the Contractor, on full liquidation of progress payments, for all

property for which the Government elects not to require delivery under the Default clause. The

Government shall be liable for no payment except as provided by the Default clause.

(i) Reservations of rights.

(1) No payment or vesting of title under this clause shall-

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government’s rights and remedies under this clause-

(i) Shall not be exclusive but rather shall be in addition to any other rights and remedies provided by

law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or

privilege, nor shall such exercise or any single exercise preclude or impair any further exercise

under this clause or the exercise of any other right, power, or privilege of the Government.

(j) Financing payments to subcontractors. The financing payments to subcontractors mentioned in

paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or
divisions, if the following conditions are met:

(1) The amounts included are limited to-

(i) The unliquidated remainder of financing payments made; plus

(ii) Any unpaid subcontractor requests for financing payments.

(2) The subcontract or interdivisional order is expected to involve a minimum of approximately 6

months between the beginning of work and the first delivery; or, if the subcontractor is a small

business concern, 4 months.

(3) If the financing payments are in the form of progress payments, the terms of the subcontract or

interdivisional order concerning progress payments-

(i) Are substantially similar to the terms of this clause for any subcontractor that is a large business

concern, or this clause with its Alternate I for any subcontractor that is a small business concern;

(ii) Are at least as favorable to the Government as the terms of this clause;

(iii) Are not more favorable to the subcontractor or division than the terms of this clause are to the

Contractor;

(iv) Are in conformance with the requirements of FAR 32.504(e); and

(v) Subordinate all subcontractor rights concerning property to which the Government has title

under the subcontract to the Government’s right to require delivery of the property to the

Government if-

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(4) If the financing payments are in the form of performance-based payments, the terms of the

subcontract or interdivisional order concerning payments-

(i) Are substantially similar to the Performance-Based Payments clause at FAR 52.232-32 and meet

the criteria for, and definition of, performance-based payments in FAR part 32;

(ii) Are in conformance with the requirements of FAR 32.504(f); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title

under the subcontract to the Government’s right to require delivery of the property to the Government if-

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(5) If the financing payments are in the form of commercial product or commercial service financing

payments, the terms of the subcontract or interdivisional order concerning payments-

(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial
product or commercial service purchase that meets the definition and standards for acquisition of

commercial products and commercial services in FAR parts 2 and 12;

(ii) Are in conformance with the requirements of FAR 32.504(g); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title

under the subcontract to the Government’s right to require delivery of the property to the

Government if-

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(6) If financing is in the form of progress payments, the progress payment rate in the subcontract is

the customary rate used by the contracting agency, depending on whether the subcontractor is or is

not a small business concern.

(7) Concerning any proceeds received by the Government for property to which title has vested in

the Government under the subcontract terms, the parties agree that the proceeds shall be applied to

reducing any unliquidated financing payments by the Government to the Contractor under this

contract.

(8) If no unliquidated financing payments to the Contractor remain, but there are unliquidated

financing payments that the Contractor has made to any subcontractor, the Contractor shall be

subrogated to all the rights the Government obtained through the terms required by this clause to

be in any subcontract, as if all such rights had been assigned and transferred to the Contractor.

(9) To facilitate small business participation in subcontracting under this contract, the Contractor

shall provide financing payments to small business concerns, in conformity with the standards for

customary contract financing payments stated in FAR 32.113. The Contractor shall not consider the

need for such financing payments as a handicap or adverse factor in the award of subcontracts.

(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment

provisions in this contract, progress payments may not exceed 80 percent of costs incurred on work

accomplished under undefinitized contract actions. A "contract action" is any action resulting in a

contract, as defined in subpart 2.1, including contract modifications for additional supplies or

services, but not including contract modifications that are within the scope and under the terms of

the contract, such as contract modifications issued pursuant to the Changes clause, or funding and

other administrative changes. This limitation shall apply to the costs incurred, as computed in

accordance with paragraph (a) of this clause, and shall remain in effect until the contract action is

definitized. Costs incurred which are subject to this limitation shall be segregated on Contractor

progress payment requests and invoices from those costs eligible for higher progress payment rates.

For purposes of progress payment liquidation, as described in paragraph (b) of this clause, progress

payments for undefinitized contract actions shall be liquidated at 80 percent of the amount invoiced

for work performed under the undefinitized contract action as long as the contract action remains

undefinitized. The amount of unliquidated progress payments for undefinitized contract actions shall

not exceed 80 percent of the maximum liability of the Government under the undefinitized contract

action or such lower limit specified elsewhere in the contract. Separate limits may be specified for

separate actions.

(l) Due date. The designated payment office will make progress payments on the _________

[Contracting Officer insert date as prescribed by agency head; if not prescribed, insert "30th"] day

after the designated billing office receives a proper progress payment request. In the event that the
Government requires an audit or other review of a specific progress payment request to ensure

compliance with the terms and conditions of the contract, the designated payment office is not

compelled to make payment by the specified due date. Progress payments are considered contract

financing and are not subject to the interest penalty provisions of the Prompt Payment Act.

(m) Progress payments under indefinite-delivery contracts. The Contractor shall account for and

submit progress payment requests under individual orders as if the order constituted a separate

contract, unless otherwise specified in this contract.

(End of clause)

Alternate I (Mar 2000). If the contract is with a small business concern, change each mention of the

progress payment and liquidation rates excepting paragraph (k) to the customary rate of 85 percent

for small business concerns (see FAR 32.501-1).

Alternate II (Apr 2003). If the contract is a letter contract, add paragraphs (n) and (o). The amount

specified in paragraph (o) shall not exceed 80 percent of the maximum liability of the Government

under the letter contract. The contracting officer may specify separate limits for separate parts of

the work.

(n) The Contracting Officer will liquidate progress payments made under this letter contract, unless

previously liquidated under paragraph (b) of this clause, using the following procedures:

(1) If this letter contract is superseded by a definitive contract, unliquidated progress payments

made under this letter contract shall be liquidated by deducting the amount from the first progress

or other payments made under the definitive contract.

(2) If this letter contract is not superseded by a definitive contract calling for the furnishing of all or

part of the articles or services covered under the letter contract, unliquidated progress payments

made under the letter contract shall be liquidated by deduction from the amount payable under the

Termination clause.

(3) If this letter contract is partly terminated and partly superseded by a contract, the Government

will allocate the unliquidated progress payments to the terminated and unterminated portions as the

Government deems equitable, and will liquidate each portion under the relevant procedure in

paragraphs (n)(1) and (n)(2) of this clause.

(4) If the method of liquidating progress payments provided in this clause does not result in full

liquidation, the Contractor shall immediately pay the unliquidated balance to the Government on

demand.

(o) The amount of unliquidated progress payments shall not exceed _____________ [Contracting

Officer specify dollar amount].

Alternate III (Jun 2020). As prescribed in 32.502-4 (d), add the following paragraph (n) to the basic

clause. If Alternate II is also being used, redesignate the following paragraph as paragraph (p):

(n) The provisions of this clause will not be applicable to individual orders at or below the simplified

acquisition threshold, as defined in FAR 2.101 on the date of individual order award.

Parent topic: 52.232 [Reserved]