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<ph props="autonumber" class="- topic/ph ">(a)</ph>
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The Government may terminate performance of work under this contract in whole or, from time to time, in part, if
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The Government may terminate performance of work under this contract in whole or, from time to time, in part, if—</p>
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<ph props="autonumber" class="- topic/ph ">(1)</ph>
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The Contracting Officer determines that a termination is in the Government
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The Contracting Officer determines that a termination is in the Government's interest; or</p>
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<ph props="autonumber" class="- topic/ph ">(b)</ph>
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The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying whether termination is for default of the Contractor or for convenience of the Government, the extent of termination, and the effective date. If, after termination for default, it is determined that the Contractor was not in default or that the Contractor
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The Contracting Officer shall terminate by delivering to the Contractor a Notice of Termination specifying whether termination is for default of the Contractor or for convenience of the Government, the extent of termination, and the effective date. If, after termination for default, it is determined that the Contractor was not in default or that the Contractor's failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor as set forth in the Excusable Delays clause, the rights and obligations of the parties will be the same as if the termination was for the convenience of the Government.</p>
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<ph props="autonumber" class="- topic/ph ">(6)</ph>
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Transfer title (if not already transferred) and, as directed by the Contracting Officer, deliver to the Government
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Transfer title (if not already transferred) and, as directed by the Contracting Officer, deliver to the Government—</p>
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<ph props="autonumber" class="- topic/ph ">(3)</ph>
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The reasonable costs of settlement of the work terminated, including
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The reasonable costs of settlement of the work terminated, including—</p>
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<ph props="autonumber" class="- topic/ph ">(iii)</ph>
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Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. If the termination is for default, no amounts for the preparation of the Contractor
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Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. If the termination is for default, no amounts for the preparation of the Contractor's termination settlement proposal may be included.</p>
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<ph props="autonumber" class="- topic/ph ">(i)</ph>
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If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors
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If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors' termination proposals, less previous payments for fee.</p>
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The cost principles and procedures in <xref href="Part_31.dita#FAR_Part_31"
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class="- topic/xref ">part
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class="- topic/xref ">part 31</xref> of the Federal Acquisition Regulation, in effect on the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause.</p>
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<ph props="autonumber" class="- topic/ph ">(j)</ph>
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The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the Contracting Officer under paragraph (f), (h), or (l) of this clause, except that if the Contractor failed to submit the termination settlement proposal within the time provided in paragraph (f) and failed to request a time extension, there is no right of appeal. If the Contracting Officer has made a determination of the amount due under paragraph (f), (h) or (l) of this clause, the Government shall pay the Contractor
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The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the Contracting Officer under paragraph (f), (h), or (l) of this clause, except that if the Contractor failed to submit the termination settlement proposal within the time provided in paragraph (f) and failed to request a time extension, there is no right of appeal. If the Contracting Officer has made a determination of the amount due under paragraph (f), (h) or (l) of this clause, the Government shall pay the Contractor—</p>
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<ph props="autonumber" class="- topic/ph ">(k)</ph>
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In arriving at the amount due the Contractor under this clause, there shall be deducted
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In arriving at the amount due the Contractor under this clause, there shall be deducted—</p>
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If the total payments exceed the amount finally determined to be due, the Contractor shall repay the excess to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury under <xref href="http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3"
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format="html"
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scope="external"
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class="- topic/xref ">50 U.S.C. App.1215(b)(2)</xref>. Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor
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class="- topic/xref ">50 U.S.C. App.1215(b)(2)</xref>. Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the Contracting Officer because of the circumstances.</p>
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<p class="- topic/p ">
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<i class="+ topic/ph hi-d/i ">Alternate I </i>(Sept1996). If the contract is for construction, substitute the following paragraph (h)(4) for paragraph (h)(4) of the basic clause:</p>
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<p class="- topic/p " outputclass="List2">(4) A portion of the fee payable under the contract determined as follows:</p>
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<p class="- topic/p " outputclass="List3">(i) If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors
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<p class="- topic/p " outputclass="List3">(i) If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors' termination settlement proposals, less previous payments for fee.</p>
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<p class="- topic/p " outputclass="List3">(ii) If the contract is terminated for default, the total fee payable shall be such proportionate part of the fee as the actual work in place is to the total work in place required by the contract.</p>
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<?FM MARKER [Alt] Start?>
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<i class="+ topic/ph hi-d/i ">Alternate III </i>(Sept1996). If the contract is for construction with an agency of the U.S. Government or with State, local, or foreign governments or their agencies, the following paragraph (h)(4) shall be substituted for paragraph (h)(4) of the basic clause. Paragraph (m)(2) may be deleted from the basic clause if the contracting officer determines that the requirement to pay interest on excess partial payments is inappropriate.</p>
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<p class="- topic/p " outputclass="List2">(4) A portion of the fee payable under the contract determined as follows:</p>
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<p class="- topic/p " outputclass="List3">(i) If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors
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<p class="- topic/p " outputclass="List3">(i) If the contract is terminated for the convenience of the Government, the settlement shall include a percentage of the fee equal to the percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors' termination settlement proposals, less previous payments for fee.</p>
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<p class="- topic/p " outputclass="List3">(ii) If the contract is terminated for default, the total fee payable shall be such proportionate part of the fee as the actual work in place is to the total work in place required by the contract.</p>
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<?FM MARKER [Alt] End?>
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<?FM MARKER [Alt] Start?>
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<i class="+ topic/ph hi-d/i ">Alternate IV </i>(Sept1996). If the contract is a time-and-material or labor-hour contract, substitute the following paragraphs (h) and (l) for paragraphs (h) and (l) of the basic clause:</p>
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<p class="- topic/p " outputclass="List1">(h) If the Contractor and the Contracting Officer fail to agree in whole or in part on the amount to be paid because of the termination of work, the Contracting Officer shall determine, on the basis of information available, the amount, if any, due the Contractor and shall pay the amount determined as follows:</p>
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<p class="- topic/p " outputclass="List2">(1) If the termination is for the convenience of the Government, include
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<p class="- topic/p " outputclass="List2">(1) If the termination is for the convenience of the Government, include—</p>
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<p class="- topic/p " outputclass="List3">(i) An amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the Schedule, less any hourly rate payments already made to the Contractor;</p>
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<p class="- topic/p " outputclass="List3">(ii) An amount (computed under the provisions for payment of materials) for material expenses incurred before the effective date of termination, not previously paid to the Contractor;</p>
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<p class="- topic/p " outputclass="List3">(iii) An amount for labor and material expenses computed as if the expenses were incurred before the effective date of termination, if they are reasonably incurred after the effective date, with the approval of or as directed by the Contracting Officer; however, the Contractor shall discontinue these expenses as rapidly as practicable;</p>
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<p class="- topic/p " outputclass="List3">(iv) If not included in subdivision (h)(1)(i), (ii), or (iii) of this clause, the cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the contract; and</p>
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<p class="- topic/p " outputclass="List3">(v) The reasonable costs of settlement of the work terminated, including
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<p class="- topic/p " outputclass="List3">(v) The reasonable costs of settlement of the work terminated, including—</p>
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<p class="- topic/p " outputclass="List4">(A) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data;</p>
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<p class="- topic/p " outputclass="List4">(B) The termination and settlement of subcontracts (excluding the amounts of such settlements); and</p>
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<p class="- topic/p " outputclass="List4">(C) Storage, transportation, and other costs incurred, reasonably necessary for the protection or disposition of the termination inventory.</p>
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<p class="- topic/p " outputclass="List2">(2) If the termination is for default of the Contractor, include the amounts computed under paragraph (h)(1) of this clause but omit
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<p class="- topic/p " outputclass="List3">(i) Any amount for preparation of the Contractor
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<p class="- topic/p " outputclass="List2">(2) If the termination is for default of the Contractor, include the amounts computed under paragraph (h)(1) of this clause but omit—</p>
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<p class="- topic/p " outputclass="List3">(i) Any amount for preparation of the Contractor's termination settlement proposal; and</p>
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<p class="- topic/p " outputclass="List3">(ii) The portion of the hourly rate allocable to profit for any direct labor hours expended in furnishing materials and services not delivered to and accepted by the Government.</p>
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<p class="- topic/p " outputclass="List1">(l) If the termination is partial, the Contractor may file with the Contracting Officer a proposal for an equitable adjustment of price(s) for the continued portion of the contract. The Contracting Officer shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination, unless extended in writing by the Contracting Officer.</p>
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<p class="- topic/p ">
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<i class="+ topic/ph hi-d/i ">Alternate V </i>(Sept1996). If the contract is a time-and-material or labor-hour contract with an agency of the U.S. Government or with State, local or foreign governments or their agencies, substitute the following paragraphs (h) and (l) for paragraphs (h) and (l) of the basic clause. Paragraph (m)(2) may be deleted from the basic clause if the contracting officer determines that the requirement to pay interest on excess partial payments is inappropriate.</p>
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<p class="- topic/p " outputclass="List1">(h) If the Contractor and the Contracting Officer fail to agree in whole or in part on the amount to be paid because of the termination of work, the Contracting Officer shall determine, on the basis of information available, the amount, if any, due the Contractor and shall pay the amount determined as follows:</p>
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<p class="- topic/p " outputclass="List2">(1) If the termination is for the convenience of the Government, include
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<p class="- topic/p " outputclass="List2">(1) If the termination is for the convenience of the Government, include—</p>
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<p class="- topic/p " outputclass="List3">(i) An amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the Schedule, less any hourly rate payments already made to the contractor;</p>
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<p class="- topic/p " outputclass="List3">(ii) An amount (computed under the provisions for payment of materials) for material expenses incurred before the effective date of termination, not previously paid to the Contractor;</p>
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<p class="- topic/p " outputclass="List3">(iii) An amount for labor and material expenses computed as if the expenses were incurred before the effective date of termination if they are reasonably incurred after the effective date, with the approval of or as directed by the Contracting Officer; however, the Contractor shall discontinue these expenses as rapidly as practicable;</p>
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<p class="- topic/p " outputclass="List3">(iv) If not included in subdivision (h)(1)(i), (ii), or (iii) of this clause, the cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the contract; and</p>
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<p class="- topic/p " outputclass="List3">(v) The reasonable costs of settlement of the work terminated, including
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<p class="- topic/p " outputclass="List3">(v) The reasonable costs of settlement of the work terminated, including—</p>
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<p class="- topic/p " outputclass="List4">(A) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data;</p>
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<p class="- topic/p " outputclass="List4">(B) The termination and settlement of subcontracts (excluding the amounts of such settlements); and</p>
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<p class="- topic/p " outputclass="List4">(C) Storage, transportation, and other costs incurred, reasonably necessary for the protection or disposition of the termination inventory.</p>
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<p class="- topic/p " outputclass="List3">(2) If the termination is for default of the Contractor, include the amounts computed under paragraph (h)(1) of this clause but omit
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<p class="- topic/p " outputclass="List4">(i) Any amount for preparation of the Contractor
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<p class="- topic/p " outputclass="List3">(2) If the termination is for default of the Contractor, include the amounts computed under paragraph (h)(1) of this clause but omit—</p>
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<p class="- topic/p " outputclass="List4">(i) Any amount for preparation of the Contractor's termination settlement proposal; and</p>
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<p class="- topic/p " outputclass="List4">(ii) The portion of the hourly rate allocable to profit for any direct labor hours expended in furnishing materials and services not delivered to and accepted by the Government.</p>
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<p class="- topic/p "/>
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<p class="- topic/p " outputclass="List1">(l) If the termination is partial, the Contractor may file with the Contracting Officer a proposal for an equitable adjustment of the price(s) for the continued portion of the contract. The Contracting Officer shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination, unless extended in writing by the Contracting Officer.</p>
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