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<br />the Government, the extent of termination, and the effective date. If, after termination for
<br />default, it 15 determlned that the Contractor was not in default or that the Contractor's failure
<br />to perform or to make progress In performance Is due to caUSes beyond the control and wi'thout the
<br />fault of negllgenee of the Contractor 85 set forth in the Excusable Delays clause, the rights and
<br />obligations of the part1es wil I be the same as If the termination was for the convenience of the
<br />Government.
<br />
<br />(c) After receipt of a notice at Termination, and except as dJrected by the Contracting .Offlcer,
<br />the Contractor shal I immediately proceed with the following obi igatlons, regardless of any delay
<br />In determlnlng or adjusting any amounts due under this clause:
<br />
<br />(1) STOP work as specified in The notice.
<br />
<br />(2) Place no furTher subconTracTs or orders (referred TO as subconTracTs in this clause),
<br />except as necessary to compleTe the continued portion of the conTract.
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<br />(3) Terminate all subcontracts to the extent they relate to the work terminated.
<br />
<br />(4) Assign to the Government, as directed by the Contracting Officer, al I right, title, and
<br />Interest of the Contractor under the subcontracts terminated, in which case the Government
<br />shall have the right to settle or to pay any termination settlement proposal arisIng out of
<br />those terminations.
<br />
<br />(5) WIth approval or ratification to the extent required by the Contracting Officer, settle
<br />al I outstanding liabIlities and termination settlement proposalS arising from the termination
<br />of subcontracts, the cost of which would be reimbursable In whole or In part, under this
<br />contraCT; approval or ratlf1catlon w11 I be final for purposes of this clause.
<br />
<br />(6) Transfer title (If not already transferred) and, as directed by the Contracting Officer,
<br />deliver to the Government (1) the fabricated or unfabricated parts, work in process, completed
<br />work, supplies, and other material prOduced or acquired for the work terminated, (il) the
<br />completed or partially completed plans, drawings, 1nformatlon, and other property That, if tHe
<br />contraCT had been completed, would be requJred to be furnIshed to the Government, and (JII) the
<br />Jigs, dies, fiXTures, and other special Tools and tooling acquired or manufactured for. this
<br />contraCT, the cost of which the Contractor has been or wi II be reImbursed under this contract.
<br />
<br />(7) Complete performance of the work not termInated.
<br />
<br />(8) Take any action that may be necessary, or that the Contracting Officer may direct, for the
<br />protection and preservation of the property related to This contract that Is In the possession
<br />of the Contractor and In whIch the Government has or may acquire an interest.
<br />
<br />(9) Use Its best efforts to sel I, as directed or authorized by the Contracting OffIcer, any
<br />property of the types referred to In subparagraph (6) above; provided, however, that the
<br />Contractor (Il Is not required to extend credit to any purchaser and (1 I) may acquire the pro-
<br />perty under the conditions prescribed by, and at prices approved by, the ContraCTing Officer.
<br />The proceeds of any transfer or disposition will be applied to reduce any payments to be ~de
<br />by the Government under this contract, credited to the price or cost of the work, or paid In
<br />any other manner directed by the Contracting Officer.
<br />
<br />(d) After expiration of the plant clearance periOd as defined In Subpart 45.6 of the Federal
<br />Aequlsltlon Regulation. the Contractor mey submit to the Contraetlng Off leer a list, eertlfled as
<br />to Quantity and qual ity, of termination inventory not previously disposed of, excluding ltems
<br />authorized for disposition by the Contracting Officer. The Contractor may request the Government
<br />to remove those ItemS or enter into an agreemenT for their storage. Within 15 days, the
<br />Government w\11 accept the Items and remove them or enter into a storage agreement. The
<br />Contracting OffIcer may verify the list upon removal of the items, or If stored, within 45 days
<br />from submission of the list, and shal I correct the list, as necessary, before final settlement.
<br />
<br />(e) After termInation, the Contractor shall submit a final termination settlement proposal to the
<br />Contracting Officer In the form and with the certification prescribed by the Contracting Officer.
<br />The Contractor shall submit the proposal promptly, but no later than 1 year from the effective
<br />date of termination, unless extended in writing by the Contracting Officer upon written reouest of
<br />the Contractor within this l-year period. However, If the Contracting Officer determines that the
<br />facts justify It, a termination settlement proposal may be received and acted on after 1 year or
<br />any extension. If the Contractor fails to submit the proposal withIn the time al lowed, the
<br />Cont~acting Officer may determine, on the basis of information avallable, the amount, if any, due
<br />the Contractor because of the termlnatlon and shall pay the amount determined.
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