52.243-7 Notification of Changes.

As prescribed in 43.107 , insert the following clause:

Notification of Changes (Jan 2017)

(a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of

the Contracting Officer.

"Specifically Authorized Representative (SAR)," as used in this clause, means any person the

Contracting Officer has so designated by written notice (a copy of which shall be provided to the

Contractor) which shall refer to this paragraph and shall be issued to the designated representative

before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct

that the Contractor considers to constitute a change to this contract. Except for changes identified

as such in writing and signed by the Contracting Officer, the Contractor shall notify the

Administrative Contracting Officer in writing promptly, within ______ (to be negotiated) calendar

days from the date that the Contractor identifies any Government conduct (including actions,

inactions, and written or oral communications) that the Contractor regards as a change to the

contract terms and conditions. On the basis of the most accurate information available to the

Contractor, the notice shall state-

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or

employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in

such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon

which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable

adjustment under this clause, including-

(i) What line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged

change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of

performance and effect on continued performance have been or may be caused by the alleged

change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the

alleged change are estimated; and

(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s

notice to minimize cost, delay or disruption of performance.
(c) Continued performance. Following submission of the notice required by paragraph (b) of this

clause, the Contractor shall diligently continue performance of this contract to the maximum extent

possible in accordance with its terms and conditions as construed by the Contractor, unless the

notice reports a direction of the Contracting Officer or a communication from a SAR of the

Contracting Officer, in either of which events the Contractor shall continue performance; provided,

however, that if the Contractor regards the direction or communication as a change as described in

paragraph (b) of this clause, notice shall be given in the manner provided. All directions,

communications, interpretations, orders and similar actions of the SAR shall be reduced to writing

promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting

Officer shall promptly countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within _____ (to be negotiated)

calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting

Officer shall either-

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when

necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when

necessary direct the mode of further performance; or

(4) In the event the Contractor’s notice information is inadequate to make a decision under

paragraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information is

required, and establish the date by which it should be furnished and the date thereafter by which the

Government will respond.

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the

Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time

required for, performance of any part of the work under this contract, whether changed or not

changed by such conduct, an equitable adjustment shall be made-

(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or

specifications which are defective and for which the Government is responsible, the equitable

adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor

in attempting to comply with the defective drawings, designs or specifications before the Contractor

identified, or reasonably should have identified, such defect. When the cost of property made

obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is

included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the

manner of disposition of the property. The equitable adjustment shall not include increased costs or

time extensions for delay resulting from the Contractor’s failure to provide notice or to continue

performance as provided, respectively, in paragraphs (b) and (c) of this clause.

Note: The phrases "contract price" and "cost" wherever they appear in the clause, may be

appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations
thereof.

(End of clause)

Parent topic: 52.243 [Reserved]