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<br />by tbe Contracting Offtcer, any property of tbe types referred
<br />to in (viI above, provided however, tbat the Contractor (A)
<br />sball not be required to extend credit to any purchaser, and
<br />(81 _y acquire any such property under the conditions
<br />prescribed by and at a price or prices approved by the
<br />COntracting Officer; and provided furtber, that the proceeds
<br />of any sucb transfer or disposition shall be applied in
<br />reduction of any payments to be made by the Goverruaent to the
<br />Contractor under this contract or shall otherwise be credited
<br />to the" price or cost of the work covered by this contract or
<br />paid in such other manner as the, contracting Officer may
<br />directl
<br />(vili) complete performance of such. part of the work as shall not
<br />have been terminated by the Notice of Termination, and
<br />(ix) take such action as lIlay be necessary, or as the COntracting
<br />Officer may direct, for the protection and preservation of tbe
<br />property related to this contract which is in the possession
<br />of the COntractor and in which the Government has or may
<br />acquire an interest.
<br />At any tilqe after expiration of the plant clearlloce .period, as defined in
<br />Section VIII, Defense Acquisition Re')ulation, as it May be amended from time
<br />to time, the Contractor .ay sub.it to the COntracting Officer a list,
<br />certitied as to quantity and quality, of any or all items of termination
<br />inventory not previously disposed of, exclusive of items the disposition of
<br />whlch has been directed 01: authorized by the Contracting Officec, and may
<br />request the Goverhlllent to relBOve such items or enter lnto a storage agreement
<br />covering thelll. tbt later than fifteen (is) days thereafter, the Government
<br />will accept title to such lteas and relllOve thelll or enter into a storage
<br />agree.ent covering the sa.e; provided, that the list subMitted shall be
<br />subject to verification by the Contractinq Officer upon removal of the items,
<br />or if the items are stored, within forty-five (45) days from the datI;! of
<br />submission of the list, and any necessary adjust.ent to correct the list as
<br />submitted shall be made prior to final settll;!ment.
<br />(cl After receipt of a Notice of Termination, the Contractor shall submit
<br />to the COntracting Officer his termination clai., in the form and with
<br />cl;!rtification prescribed by the Contracting Officer. Such claim shall be
<br />submitted promptly but in no event later than one yeal: from the effective date
<br />of termination, unless one or IDOre extensions in writing are granted by the
<br />Contractinq Officer, upon request of the Contractor made in writing within
<br />such one year period or authorized extension thereof. However, if the
<br />COntracting Officer determines that the facts justify such action, he may
<br />receive and act upon any such termination claim at any time after such one
<br />Yllar period or any extension thereof. Upon failure of the Contrllctor to
<br />subait his ter.ination clahll within the time allowed, the Contracting Officer
<br />uy determine, on the basis of inforJllation available to him, the amount, if
<br />any, due to the Contractor by reason of the termination and shall thereupon
<br />pay to the COntractor the amount so determined.
<br />(dl Subject to the prOvisions of paragraph (c), the COntractor and the
<br />COntracting Officer may agree upon the whole or any part of the amount or
<br />alllOunts to be paid to the Contcactor by reason of the total or part ial
<br />ter.ination of wock pursuant to this clause, which amount or a.ounts may
<br />include a reasonable allowance for profit on work done) provided, that such
<br />agreed aMount or aDOunts, exclusive of settlement costs, shall not exceed the
<br />total contract price as reduced by the amount of payments otherwise lIade and
<br />as further reduced by the contract price of work not tenllnated. The contract
<br />
<br />shall be amended accordingly, and the COntractor shall be paid the agreed
<br />amount. tbthing in paragraph (el of this clause, prescrlbih') the amount to be
<br />paid to the COntcactor in the event of failure of the Contractor and the
<br />Contracting Officer to agree upon the whole amount to be paid to the
<br />Contractoc by reason of the termination of work pursuant to this clause, shall
<br />be deemed to limit, restrict, 01 otherwise determine or affect the amount or
<br />a.ounts which may be agreed upon to be paid to the Contractor pursuant to this
<br />paragraph (d). "
<br />(e) In the event of the fllilure of the Contractor and the Contracting
<br />Otficer to agree, as provided 1, paragraph (dl, upon the whole alDOunt to be
<br />paid to the COntractol: by reason of the termination of work pursuant to this
<br />clause, the Contracting Officer shall pay to the COntractor the amounts
<br />detenlllned by the COntracting Officer as follows, but without duplication of
<br />any amounts agreed upon in accordance with paragraph (d)1
<br />(1) with respect to all contract work perfomed prior
<br />effective date of the Notice of Tel"lIItnation, the
<br />(without duplication of any items) ot:
<br />(A) the cost of such work)
<br />(B) the cost of settling and payiR9 claims arising out of
<br />the terlaination of work under subcontracts or orders
<br />as provided in para')raph (b) (y) above, e]l;cludve of
<br />the alllOunts paid or payable on account of supplies or
<br />materials de1i~red or services furnished by t.he
<br />subcont.ractor prior to the effective date of the
<br />Notice of Termination of Work under this contract,
<br />which amounts shall be included in the cost on account
<br />of which payment is made under (A) above, and
<br />a sua, as profit on (A) above, determined by the
<br />Contracting Officer pursuant to 8-)03 of the Defense
<br />Acquisition Regulation, in effect as of the date of
<br />execution ot this contrllct, to be fair and reasonable,
<br />pl:ovided, howeVer, that if it appears that the
<br />Contcactoc would have sustained a loss on the entire
<br />contract had it been cOlllpleted, no profit shall be
<br />included or allowed under this subdivision (CI and an
<br />appropriate adjustment shall be made reducing the
<br />amount of the settle.ent to reflect the indicated rate
<br />of 10s8' and
<br />the reasonable cost of the preservation a'nd protection of
<br />property incurred pursuant to parllgraph (b) (1x), and any other
<br />reasonable cost incidental to termination of work under this
<br />contract, including expense incidental to the deterMination of
<br />the amount due to the Contractor as the result of the
<br />terlllination of work under this contract. The total sum 'to be
<br />paid to the COntractor under (1) above shall not exceed the
<br />total contract price ae reduced by the alOOunt of payaents
<br />otherwise made and as further reduced by t.he contract price of
<br />work not terlllinated. Ellcept for normal spoilage, and except
<br />to the extent that the GoverUlllent shall have otherwise
<br />expressly assumed the risk of loss, there shall be e]l;cluded
<br />from the alllOunts payable to the Contractor under (1) above,
<br />the fair value, liS determined by the contracting Officer, of
<br />property which is destroyed. lost, stolen, or damaqed 80 as to
<br />become undeliverable to the Govern..nt, or to a buyer pursuant
<br />to paragraph (b) (vli).
<br />
<br />to the
<br />total
<br />
<br />Ie)
<br />
<br />(11)
<br />
<br />(l May 8))
<br />
<br />11
<br />
<br />(Const. Gen. Prov.)
<br />
<br />(l May 8J) 12
<br />
<br />(Const. Gen. Prov.)
<br />
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<br />
<br />",
<br />
<br />.
<br />
<br />" .
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<br />.
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