52.216-5 — Price Redetermination—Prospective.

FAR 52.216-5 — Price Redetermination—Prospective.. This clause is part of the Federal Acquisition Regulation and may be included in government contracts as a solicitation provision or contract clause.

52.216-5 Price Redetermination—Prospective. As prescribed in 16.205-4, insert the following clause: Price Redetermination—Prospective (JAN 2022) (a) General. The unit prices and the total price stated in this contract shall be periodically redetermined in accordance with this clause, except that (1) the prices for supplies delivered and services performed before the first effective date of price redetermination (see paragraph (c) below) shall remain fixed and (2) in no event shall the total amount paid under this contract exceed any ceiling price included in the contract. (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) Price redetermination periods. For the purpose of price redetermination, performance of this contract is divided into successive periods. The first period shall extend from the date of the contract to __, [ see Note (1) ] and the second and each succeeding period shall extend for __ [ insert appropriate number ] months from the end of the last preceding period, except that the parties may agree to vary the length of the final period. The first day of the second and each succeeding period shall be the effective date of price redetermination for that period. (d) Data submission. (1) Not more than __ nor less than __ [ see Note (2) ] days before the end of each redetermination period, except the last, the Contractor shall submit— (i) Proposed prices for supplies that may be delivered or services that may be performed in the next succeeding period, and— (A) An estimate and breakdown of the costs of these supplies or services in the format of Table 15-2, FAR 15.408, or in any other form on which the parties may agree; (B) Sufficient data to support the accuracy and reliability of this estimate; and (C) An explanation of the differences between this estimate and the original (or last preceding) estimate for the same supplie

• The unit prices and the total price stated in this contract shall be periodically redetermined in accordance with this clause, except that (1) the prices for supplies delivered and services performed before the first effective date of price redetermination (see paragraph (c) below) shall remain fixed and (2) in no event shall the total amount paid under this contract exceed any ceiling price included in the contract.
• The first period shall extend from the date of the contract to __, [ see Note (1) ] and the second and each succeeding period shall extend for __ [ insert appropriate number ] months from the end of the last preceding period, except that the parties may agree to vary the length of the final period.
• The first day of the second and each succeeding period shall be the effective date of price redetermination for that period.
• (1) Not more than __ nor less than __ [ see Note (2) ] days before the end of each redetermination period, except the last, the Contractor shall submit— (i) Proposed prices for supplies that may be delivered or services that may be performed in the next succeeding period, and— (A) An estimate and breakdown of the costs of these supplies or services in the format of Table 15-2, FAR 15.408, or in any other form on which the parties may agree; (B) Sufficient data to support the accuracy and reliability of this estimate; and (C) An explanation of the differences between this estimate and the original (or last preceding) estimate for the same supplies or services; and (ii) A statement of all costs incurred in performing this contract through the end of the ___ month (see Note (3)) before the submission of proposed prices in the format of Table 15-2, FAR 15.408 (or in any other form on which the parties may agree), with sufficient supporting data to disclose unit costs and cost trends for— (A) Supplies delivered and services performed; and (B) Inventories of work in process and undelivered contract supplies on hand (estimated to the extent necessary).
• (2) The Contractor shall also submit, to the extent that it becomes available before negotiations on redetermined prices are concluded— (i) Supplemental statements of costs incurred after the date stated in subdivision (d)(1)(ii) above for— (A) Supplies delivered and services performed; and (B) Inventories of work in process and undelivered contract supplies on hand (estimated to the extent necessary); and (ii) Any other relevant data that the Contracting Officer may reasonably require.
• (3) If the Contractor fails to submit the data required by subparagraphs (1) and (2) above, 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 Contractor shall repay the excess 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.
• Upon the Contracting Officer's receipt of the data required by paragraph (d) above, the Contracting Officer and the Contractor shall promptly negotiate to redetermine fair and reasonable prices for supplies that may be delivered or services that may be performed in the period following the effective date of price redetermination.
• Each negotiated redetermination of prices shall be evidenced by a modification to this contract, signed by the Contractor and the Contracting Officer, stating the redetermined prices that apply during the redetermination period.
• Pending execution of the contract modification (see paragraph (f) above), the Contractor shall submit invoices or vouchers in accordance with the 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 price 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 requested additional payments, refunds, or credits shall be made promptly.
• (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 (h)) 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) The statement required by subparagraph (1) above need not be submitted for any quarter for which either no costs are to be reported under subdivision (1)(ii) above, or revised billing prices have been established in accordance with paragraph (g) above, and do not exceed the existing contract price, the Contractor's price-redetermination proposal, or a price based on the most recent quarterly statement, whichever is least.
• (3) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly statement the amount under subdivision (1)(iv) above exceeds the sum due the Contractor, as computed in accordance with subdivisions (1)(i), (ii), and (iii) above, the Contractor shall immediately refund or credit to the Government the amount of this excess.
• The Contractor shall provide complete details to support any claimed reductions in refunds.
• (4) 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.