52.249-2 Termination for Convenience of the

Government (Fixed-Price).

As prescribed in 49.502 (b)(1)(i), insert the following clause:

Termination for Convenience of the Government (Fixed-Price) (Apr 2012)

(a) The Government may terminate performance of work under this contract in whole or, from time

to time, in part if the Contracting Officer determines that a termination is in the Government’s

interest. The Contracting Officer shall terminate by delivering to the Contractor a Notice of

Termination specifying the extent of termination and the effective date.

(b) After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the

Contractor shall immediately proceed with the following obligations, regardless of any delay in

determining or adjusting any amounts due under this clause:

(1) Stop work as specified in the notice.

(2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials,

services, or facilities, except as necessary to complete the continued portion of the contract.

(3) Terminate all subcontracts to the extent they relate to the work terminated.

(4) Assign to the Government, as directed by the Contracting Officer, all right, title, and interest of

the Contractor under the subcontracts terminated, in which case the Government shall have the

right to settle or to pay any termination settlement proposal arising out of those terminations.

(5) With approval or ratification to the extent required by the Contracting Officer, settle all

outstanding liabilities and termination settlement proposals arising from the termination of

subcontracts; the approval or ratification will be final for purposes of this clause.

(6) As directed by the Contracting Officer, transfer title and deliver to the Government-

(i) The fabricated or unfabricated parts, work in process, completed work, supplies, and other

material produced or acquired for the work terminated; and

(ii) The completed or partially completed plans, drawings, information, and other property that, if

the contract had been completed, would be required to be furnished to the Government.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessary, or that the Contracting Officer may direct, for the

protection and preservation of the property related to this contract that is in the possession of the

Contractor and in which the Government has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by the Contracting Officer, any property of

the types referred to in paragraph (b)(6) of this clause; provided, however, that the Contractor (i)is

not required to extend credit to any purchaser and (ii) may acquire the property under the

conditions prescribed by, and at prices approved by, the Contracting Officer. The proceeds of any

transfer or disposition will be applied to reduce any payments to be made by the Government under
this contract, credited to the price or cost of the work, or paid in any other manner directed by the

Contracting Officer.

(c) The Contractor shall submit complete termination inventory schedules no later than 120 days

from the effective date of termination, unless extended in writing by the Contracting Officer upon

written request of the Contractor within this 120-day period.

(d) After expiration of the plant clearance period as defined in Subpart 49.001 of the Federal

Acquisition Regulation, the Contractor may submit to the Contracting Officer a list, certified as to

quantity and quality, of termination inventory not previously disposed of, excluding items authorized

for disposition by the Contracting Officer. The Contractor may request the Government to remove

those items or enter into an agreement for their storage. Within 15 days, the Government will accept

title to those items and remove them or enter into a storage agreement. The Contracting Officer may

verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and

shall correct the list, as necessary, before final settlement.

(e) After termination, the Contractor shall submit a final termination settlement proposal to the

Contracting Officer in the form and with the certification prescribed by the Contracting Officer. The

Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of

termination, unless extended in writing by the Contracting Officer upon written request of the

Contractor within this 1-year period. However, if the Contracting Officer determines that the facts

justify it, a termination settlement proposal may be received and acted on after 1 year or any

extension. If the Contractor fails to submit the proposal within the time allowed, the Contracting

Officer may determine, on the basis of information available, the amount, if any, due the Contractor

because of the termination and shall pay the amount determined.

(f) Subject to paragraph (e) of this clause, the Contractor and the Contracting Officer may agree

upon the whole or any part of the amount to be paid or remaining to be paid because of the

termination. The amount may include a reasonable allowance for profit on work done. However, the

agreed amount, whether under this paragraph (f) or paragraph (g) of this clause, exclusive of costs

shown in paragraph (g)(3) of this clause, may not exceed the total contract price as reduced by (1)

the amount of payments previously made and (2) the contract price of work not terminated. The

contract shall be modified, and the Contractor paid the agreed amount. Paragraph (g) of this clause

shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this

paragraph.

(g) If the Contractor and the Contracting Officer fail to agree on the whole amount to be paid

because of the termination of work, the Contracting Officer shall pay the Contractor the amounts

determined by the Contracting Officer as follows, but without duplication of any amounts agreed on

under paragraph (f) of this clause:

(1) The contract price for completed supplies or services accepted by the Government (or sold or

acquired under paragraph (b)(9) of this clause) not previously paid for, adjusted for any saving of

freight and other charges.

(2) The total of-

(i) The costs incurred in the performance of the work terminated, including initial costs and

preparatory expense allocable thereto, but excluding any costs attributable to supplies or services

paid or to be paid under paragraph (g)(1) of this clause;

(ii) The cost of settling and paying termination settlement proposals under terminated subcontracts
that are properly chargeable to the terminated portion of the contract if not included in subdivision

(g)(2)(i) of this clause; and

(iii) A sum, as profit on subdivision (g)(2)(i) of this clause, determined by the Contracting Officer

under 49.202 of the Federal Acquisition Regulation, in effect on the date of this contract, to be fair

and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire

contract had it been completed, the Contracting Officer shall allow no profit under this subdivision

(g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(3) The reasonable costs of settlement of the work terminated, including-

(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of

termination settlement proposals and supporting data;

(ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and

(iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation,

protection, or disposition of the termination inventory.

(h) Except for normal spoilage, and except to the extent that the Government expressly assumed the

risk of loss, the Contracting Officer shall exclude from the amounts payable to the Contractor under

paragraph (g) of this clause, the fair value as determined by the Contracting Officer, for the loss of

the Government property.

(i) The cost principles and procedures of part 31 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.

(j) The Contractor shall have the right of appeal, under the Disputes clause, from any determination

made by the Contracting Officer under paragraph (e), (g), or (l) of this clause, except that if the

Contractor failed to submit the termination settlement proposal or request for equitable adjustment

within the time provided in paragraph (e) or (l), respectively, and failed to request a time extension,

there is no right of appeal.

(k) In arriving at the amount due the Contractor under this clause, there shall be deducted-

(1) All unliquidated advance or other payments to the Contractor under the terminated portion of

this contract;

(2) Any claim which the Government has against the Contractor under this contract; and

(3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by

the Contractor or sold under the provisions of this clause and not recovered by or credited to the

Government.

(l) If the termination is partial, the Contractor may file a proposal with the Contracting Officer for an

equitable adjustment of the price(s) of 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.

(m)
(1) The Government may, under the terms and conditions it prescribes, make partial payments and

payments against costs incurred by the Contractor for the terminated portion of the contract, if the

Contracting Officer believes the total of these payments will not exceed the amount to which the

Contractor will be entitled.

(2) 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 50 U.S.C. App.1215(b)(2). 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.

(n) Unless otherwise provided in this contract or by statute, the Contractor shall maintain all records

and documents relating to the terminated portion of this contract for 3 years after final settlement.

This includes all books and other evidence bearing on the Contractor’s costs and expenses under

this contract. The Contractor shall make these records and documents available to the Government,

at the Contractor’s office, at all reasonable times, without any direct charge. If approved by the

Contracting Officer, photographs, microphotographs, or other authentic reproductions may be

maintained instead of original records and documents.

(End of clause)

Alternate I (Sept 1996). If the contract is for construction, substitute the following paragraph (g) for

paragraph (g) of the basic clause:

(g) If the Contractor and Contracting Officer fail to agree on the whole amount to be paid the

Contractor because of the termination of work, the Contracting Officer shall pay the Contractor the

amounts determined as follows, but without duplication of any amounts agreed upon under

paragraph (f) of this clause:

(1) For contract work performed before the effective date of termination, the total (without

duplication of any items) of-

(i) The cost of this work;

(ii) The cost of settling and paying termination settlement proposals under terminated subcontracts

that are properly chargeable to the terminated portion of the contract if not included in subdivision

(g)(1)(i) of this clause; and

(iii) A sum, as profit on subdivision (g)(1)(i) of this clause, determined by the Contracting Officer

under 49.202 of the Federal Acquisition Regulation, in effect on the date of this contract, to be fair

and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire

contract had it been completed, the Contracting Officer shall allow no profit under this subdivision

(g)(1)(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(2) The reasonable costs of settlement of the work terminated, including-

(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of

termination settlement proposals and supporting data;
(ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and

(iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation,

protection, or disposition of the termination inventory.

Alternate II (Sept 1996). If the contract is with an agency of the U.S. Government or with State,

local, or foreign governments or their agencies, and if the Contracting Officer determines that the

requirement to pay interest on excess partial payments is inappropriate, delete paragraph (m)(2) of

the basic clause.

Alternate III (Sept 1996). If the contract is for construction and with an agency of the U.S.

Government or with State, local, or foreign governments or their agencies, substitute the following

paragraph (g) for paragraph (g) 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.

(g) If the Contractor and Contracting Officer fail to agree on the whole amount to be paid the

Contractor because of the termination of work, the Contracting Officer shall pay the Contractor the

amounts determined as follows, but without duplication of any amounts agreed upon under

paragraph (f) of this clause:

(1) For contract work performed before the effective date of termination, the total (without

duplication of any items) of-

(i) The cost of this work;

(ii) The cost of settling and paying termination settlement proposals under terminated subcontracts

that are properly chargeable to the terminated portion of the contract if not included in subdivision

(g)(1)(i) of this clause; and

(iii) A sum, as profit on subdivision (g)(1)(i) of this clause, determined by the Contracting Officer

under 49.202 of the Federal Acquisition Regulation, in effect on the date of this contract, to be fair

and reasonable; however, if it appears that the Contractor would have sustained a loss on the entire

contract had it been completed, the Contracting Officer shall allow no profit under this

subdivision(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(2) The reasonable costs of settlement of the work terminated, including-

(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of

termination settlement proposals and supporting data;

(ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and

(iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation,

protection, or disposition of the termination inventory.

Parent topic: 52.249 [Reserved]