52.249-5 Termination for Convenience of the

Government (Educational and Other

Nonprofit Institutions).

As prescribed in 49.502(d), insert the following clause:

Termination for Convenience of the Government (Educational and Other Nonprofit Institutions) (Aug

2016)

(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:

(1) Stop work as specified in the notice.

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

necessary to complete the continued portion of the contract.

(3) Terminate all applicable subcontracts and cancel or divert applicable commitments covering

personal services that extend beyond the effective date of termination.

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

(6) Transfer title (if not already transferred) and, as directed by the Contracting Officer, deliver to

the Government any information and items that, if the contract had been completed, would have

been required to be furnished, including-

(i) Materials or equipment produced, in process, or acquired for the work terminated; and

(ii) Completed or partially completed plans, drawings, and information.

(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, termination

inventory other than that retained by the Government under 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 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. If the Contractor fails to submit the termination settlement

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.

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

upon the whole or any part of the amount to be paid because of the termination. This amount may

include reasonable cancellation charges incurred by the Contractor and any reasonable loss on

outstanding commitments for personal services that the Contractor is unable to cancel; provided,

that the Contractor exercised reasonable diligence in diverting such commitments to other

operations. The contract shall be amended and the Contractor paid the agreed amount.

(f) The cost principles and procedures in subpart 31.3 of the Federal Acquisition Regulation (FAR),

Contracts with Educational Institutions (defined as institutions of higher education in the OMB

Uniform Guidance in 2 CFR part 200, subpart A, and 20 U.S.C. 1001), as in effect on the date of the

contract, shall govern all costs claimed, agreed to, or determined under this clause; however, if the

Contractor is not an educational institution and is a nonprofit organization (as defined in the OMB

Uniform Guidance at 2 CFR part 200), the cost principles and procedures in subpart 31.7 of the

FAR, Contracts with Nonprofit Organizations, shall apply; unless the Contractor is a nonprofit

institution listed in the OMB Uniform Guidance at 2 CFR part 200, appendix VIII, as exempted from

the cost principles in subpart E, in which case the cost principles at FAR 31.2 for commercial

organizations shall apply to such contractor.

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

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

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

Contractor will be entitled.

(h) The Contractor has the right of appeal as provided under the Disputes clause, except that if the

Contractor failed to submit the termination settlement proposal within the time provided in

paragraph (d) of this clause and failed to request a time extension, there is no right of appeal.

(End of clause)

Parent topic: 52.249 [Reserved]