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Telegraph similar instructions to all subcontractors and suppliers. Letter and instructions follow.

(Name and tank)

(Contracting Officer) (b) The following form of telegraphic notice is approved for use where a con. tract for supplies is being partially terminated.

Date
XYZ Corporation
New York, N.Y.

Your Contract No. ------ Is hereby partially terminated pursuant to clause -----of the contract effective on ---------- 19., on which date you will reduce its total number of items to be delivered as follows (inserting instructions as to reduced deliveries) immediately stop all work, interminate subcontracts and place no further orders except to extent necessary to perform any portion thereof not terminated hereby or that you or a subcontractor wish to retain and continue for own account any work in process or other materials. Telegraph similar instructions to all subcontractors and suppliers. Letter and instructions follow.

be beyond the control and without the fault or negligence of the Architect-Engineer; and the Architect-Engineer, within ten days from the beginning of any such delay (unless the Contracting Officer grants a further period of time before the date of final payment under the contract) notifies the Contracting Officer in writing of the causes of delay. The Contracting Officer shall ascertain the facts and the extent of delay and extend the time for completing the work when, in his judgment, the findings of fact justify such an extension, and his finding of fact shall be final and conclusive on the parties, subject only to appeal as provided in the clause of this contract entitled "Disputes”.

(d) If, after Notice of Termination of the contract under the provisions of this clause, It is determined for any reason that the Architect-Engineer was not in default under the provisions of this clause or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall be the same as if the Notice of Termination had been issued pursuant to the clause of this contract entitled “Termination for the Convenience of the Government".

(e) The rights and remedies of the Government provided in this clause are in addition to any other rights and remedies provided by law or under this contract. (30 F.R. 6001, Apr. 29, 1965)

Subpart H-Forms § 8.800 Scope of subpart.

This subpart prescribes certain forms related to the termination and settlement of contracts. (28 F.R. 4890, May 16, 1963) § 8.801 Notice of termination. (25 F.R. 14235, Dec. 31, 1960) § 8.801-1 Telegraphic notice of termi

nation. (a) The following form of telegraphic notice is approved for use where a contract for supplies is being completely terminated.

Date ---------
XYZ Corporation
New York, N.Y.

Your Contract No. ------ is hereby terminated in its entirety pursuant to clause ------ of the contract effective there insert "Immediately" or "On ---------- 19._." (inserting the date) or "as soon as you have delivered thereunder including previous de liveries the following items" (listing items)). Immediately stop all work, terminate subcontracts and place no further orders except to extent (insert if applicable-necessary to perform any portion thereof not terminated hereby or) that you or a subcontractor wisht to retain and continue for own account any work in process or other materials.

(Name and rank)

(Contracting Officer) (c) The following form of telegraphic notice is approved for use where a contract for construction is being completely terminated for the convenience of the Government:

Date
XYZ Corporation
New York, N.Y.

Your Contract No. ------ for construction of ------ is hereby terminated effective immediately for the convenience of the Govern. ment pursuant to Clause ------ of the contract. Immediately stop all work, terminate subcontracts and place no further orders. Telegraph similar instructions to all subcontractors and suppliers. Letter and instructions follow.

(Name and rank)

(Contracting Officer) (d) The following form of telegraphic; notice is approved for use where a contract for construction is being partially terminated for the convenience of the Government:

Date
XYZ Corporation
New York, N.Y.

Your Contract No. ------ for construction of ------ is hereby partially terminated effective immediately for the convenience of the Government pursuant to clause ------ of the contract to the following extent ------ Immediately stop all work, terminate subcontracts and place no further orders except to

extent necessary to perform portion thereof not terminated hereby. Telegraph similar instructions to all subcontractors and suppliers. Letter and instructions follow.

(Name and rank)

(Contracting Officer) (30 F.R. 6002, Apr. 29, 1965) $ 8.801-2 Letter notice of termination.

(a) The following form of notice of termination is approved for use where a prime contract for supplies is being terminated. With appropriate modifications, it is suitable for use in terminating subcontracts: LETTER NOTICE OF TERMINATION TO PRIME

CONTRACTORS (NOVEMBER 1964) [At the top of the Notice set out all speclal details relating to the particular termination: e. g. name and address of company, number of prime contract terminated, service involved, appropriation or allotment, etc.

Two alternative forms of paragraph No. 1 are set out below. If this written termination notice confirms a telegraphic notice previously sent, use the first of the alternative paragraphs No. 1 below. If no previous telegraphic notice has been sent, use the second.)

1. Effective date of termination. This letter will confirm the Government's telegram to you dated ----------, 19.-, terminating (in part) your Contract No. ------ (hereinafter referred to as "the contract") for the convenience of the Government, in accordance with the clause thereof entitled "Termination for the Convenience of the Goyernment" (or, in the case of a cost-reimbursement-type contract, “Termination"). Such termination is effective on the date and in the manner stated in such telegram, reference to which is hereby made (or copy of which is attached hereto).

(or) 1. Effective date of termination. You are notified that your Contract No. ------ (hereinafter referred to as "the contract") is hereby terminated (in part) for the convenience of the Government, in accordance with the clause hereof entitled "Termination for the Convenience of the Government" (or, in the case of a cost-reimbursementtype contract, "Termination"). Such termination will be effective: ---------- (Here insert either "Immedately upon your receipt of this Notice" or "on ----------, 19.-,' (inserting the date) or “as soon as you have delivered under the contract the following number of each of the items listed below, including those heretofore delivered, to wit: ..." or, "on ----------, 19.-, on which date you are hereby directed to reduce the total number of items to be delivered under the contract as follows": (here insert in structions as to reduced deliveries.) ]

2. Cessation of work and notification to your immediate subcontractors. (a) You shall stop all work, make no further shipments, and place no further orders in connection with the contract, except (1) to the extent necessary to perform any portion thereof not terminated by this Notice, or (2) to the extent that you may wish to retain and continue any work in process or other materials for your own account, or (3) to the extent the Contracting Officer authorizes you to continue work-in-process for reasons of safety, or to clear (or avoid damage to] equipment or to avoid immediate complete spoilage of work-in-process having & definite commercial value, or otherwise to prevent undue loss to the Government. (I you believe the authorization referred to in subparagraph (3) above is necessary or advisable, you shall immediately notify the Contracting Officer by telephone or personal conference and obtain instructions. You shall keep adequate records of your compliance with this paragraph 2 (a) showing (1) the date you received your Notice of Termination, (11) the effective date of such termination, and (111) the extent of completion of performance on such effective date.

(b) You shall give notice of termination to each of your immediate subcontractors (including suppliers) who will be affected by the termination of your contract. In such notice you shall (1) give him the number of your contract with the Government, (2) state that it has been terminated (or terminated in part, if that is the case) for the convenience of the Government, (3) give him the name and address of the Contracting Officer, (4) instruct him to stop all work, to make no further shipments, to place no more orders, and to terminate all subcontracts under this contract with you (subject to the same exceptions stated in paragraph 2 (a)), (5) direct him to submit his settlement proposal promptly in order to expedite settlement, and (6) request him to give similar notice and instructions to his immediate subcontractors.

(C) You shall notify the Contracting of ficer of the number of articles completed under the contract and still on hand, and arrange with him for their delivery or other disposal.

(d) You shall forthwith transfer title to and deliver to the Government, in accordance with any instructions of the Contracting Officer, all items of termination inven. tory (including subcontractor termination inventory which under the terms of the subcontract or purchase order concerned you have the right to take over) of the following types or classes: (insert proper identification or "none".)

(e) You shall notify the Contracting of. ficer of any pending legal proceedings which relate to any subcontracts or purchase orders under the terminated contract or which have resulted in or which are intended to result in a lien or encumbrance having agreements with you of the impending reduction-in-force; and (5) Inform local Chamber of Commerce and other appropriate organizations, which are prepared to offer practical assistance in finding employment for displaced workers, of impending reduction-in-force.

(b) Normally, a reduction of 200 or more workers during any one month of the period of the reduction-in-force will be considered significant. However, a reduction of a lesser number of workers in any one month, or in several successive months, also may have a serious adverse impact in a small community affected by other layoffs.

(c) To the extent appropriate and practicable, you are requested to urge subcontractors, if any, to take actions similar to those described above.

9. The Officer named below will be in charge of the settlement of your claim. As to any matters not covered by this Notice, you should consult the Office named below.

10. Please acknowledge receipt of the Notice as shown below. Enclosures.

(Contracting Officer)

(Name of Office)

on any termination inventory other than termination inventory you propose and are authorized to purchase, retain, or dispose of. (The Contracting Officer shall also be promptly notified of any such proceedings brought after receipt of this Notice.)

(1) You shall take such other action as may be required by the Contracting Officer or under the termination clause contained in your contract.

(3) Termination inventory. In connection with settlement of your claim, it will be necessary to establish that all your termination inventory and that of your subcontractors has been properly accounted for. For detailed information, see 32 CFR Part 8, Subpart F.

4. Completed end items. Subject to 32 CFR 8.306, you will invoice acceptable completed end items under the contract in the usual way and not include them in your settlement proposal.

5. Submission of settlement proposal. TO assist you in prompt submission of your settlement proposal, there is enclosed one set of the standard forms.

6. Patents. Your attention is called to any provisions of the contract which may require you to make a disclosure of, and to deliver to the Government instruments of license or assignment respecting all inventions, discoveries, and patent applications made by you in the performance of the contract. You are urged to forward such disclosures and instruments of license or assignment to the Contracting Officer promptly, inasmuch as these contractual obligations must be complied with before execution of the final settlement agreement. This paragraph may be disregarded if the contract contains no such patent provisions.

7. Settlements with subcontractors. You remain liable to your subcontractors and suppliers for claims arising by reason of the termination of their subcontracts or orders. You are requested to settle such termination claims as promptly as possible. For purposes of reimbursement by the Government, such settlements will be governed by the provisions of 32 CFR Part 8.

8. Employees Afected. (a) If this termination, together with all other outstanding terminations, will necessitate a significant reduction in your work force, as described in (b) below, you are urged to (1) Promptly inform the local State Employment Service of your reduction-in-force schedule in numbers and occupations, so that they can take timely action in assisting displaced workers; (2) give affected employees maximum practical advance notice of the employment reduction, and inform them of the facilities and services available to them through the local State Employment Service Offices; (3) advise affected employees to file applications with State Employment Service in order to qualify for unemployment insurance, if necessary; (4) Inform officials of local unions

(Address) ACKNOWLEDGMENT OF NOTICE The undersigned hereby acknowledges receipt of a signed copy of the foregoing Notice on

----------, 19... Two copies of this Notice, both signed, are herewith returned.

(Name of Contractor) By ------

(Title) (b) The following form of notice of termination is approved for use to confirm telegraphic notification where & contract for construction has been totally or partially terminated:

NOTICE OF TERMINATION

Date XYZ Corporation, New York, N.Y. Gentlemen: Re: Contract No. ------ for construction of

1. Effective date of termination. This letter will confirm the Government's telegram to you dated ----------, terminating (in part] your Contract No. ------ (hereinafter referred to as "the contract") for the convenience of the Government, in accordance with Clause ------ thereof. Such termination is effective on the date and in the manner stated in such telegram, reference to which is hereby made.

2. Cessation of work and notification to your immediate subcontractors. (a) You

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shall stop all work, and place no further orders in connection with the contract, except (1) to the extent necessary to perform any portion thereof not terminated by this notice or (2) to the extent necessary to perform any work directed by the contracting officer.

(b) You shall give notice of termination to each of your immediate subcontractors and suppliers who will be affected by the termination of your contract. In such notice you shall (1) give him the number of your contract with the Government (2) state that it has been terminated for the convenience of the Government and the extent thereof, (3) give him the name and address of the contracting officer, (4) Instruct him to stop all work, to place no more orders and to terminate all subcontracts under this contract with you (subject to the same exceptions stated in 2(a) above), (5) direct him to submit his settlement proposal promptly in order to expedite settlement, and (6) request him to give similar notice and instructions to his immediate subcontractors.

(c) You shall forthwith transfer title to and deliver to the Government, in accordance with any Instructions of the contracting oficer, all items of termination inventory (including subcontractor termination inventory which under the terms of the subcontract or purchase order concerned you have the right to take over) of the following types or classes (insert proper identification or "none").

(d) You shall notify the Contracting Offcer of any pending or subsequent legal proceedings which relate to any subcontracts or purchase orders under the terminated contract.

(e) You shall take such other action as may be required by the Contracting Officer

or under the termination clause contained - in your contract.

3. Termination inventory. In connection with settlement of your claim it will be necessary to establish that all your termination inventory and that of your subcontractors has been properly accounted for.

4. Submission of settlement proposal. TO assist you in prompt submission of your settlement proposal, there is inclosed a supply of the standard forms.

5. Settlements with subcontractors. You remain llable to your subcontractors and suppliers for claims arising by reason of the termination of their subcontracts or orders. You are requested to settle such termination claims as promptly as possible. For purposes of reimbursement by the Government, such kettlements will be governed by the applicable provisions of the Armed Services Procurement Regulation.

6. The office named below will be in charge of the settlement of your claim. As to any matters not covered by this Notice, you should consult the office named below.

7. Please acknowledge receipt of this Notice as shown below.

A-B and Associates New York, N.Y. Gentlemen:

1. Effective date of termination. You are notified that your Contract No. ------ covering ---------- is hereby terminated (in part] for the convenience of the Government in accordance with the clause hereof entitled "Termination for the Convenience of the Government." Such termination will be effective immediately upon receipt of this notice.

2. Cessation of work. You shall stop all work under the contract except (1) to the extent necessary to perform any portion thereof not terminated by this notice or (2) to the extent necessary to perform any work directed by the contracting officer.

3. Submission of settlement proposal. To assist you in the prompt submission of your settlement proposal, there is inclosed a supply of the standard form.

4. The office named below will be in charge of the settlement of your claim. As to any matters not covered by this Notice, you should consult the office named below.

5. Please acknowledge receipt of this Notice as shown below.

(Contracting Officer)

(Name of office)

(Address) Acknowledgment of Notice The undersigned hereby acknowledges receipt of a signed copy of the foregoing Notice

on ---------- Two copies of this Notice, both signed, are returned herewith.

(Architect-Engineer) By --

(Name)

(Title) [25 F.R. 14235, Dec. 31, 1960, as amended at 30 F.R. 1743, Feb. 9, 1965; 30 F.R. 6002, Apr. 29, 1965] $ 8.802 Forms " for Settlement of Fixed.

Price Contracts.

1 Appendix F, containing a facsimile of each of the forms listed below. has been Aled with the Office of the Federal Register; copies of forms may be obtained through the contracting Officer in any of the military departments.

The forms listed in 88 8.802-1 through 8.802-10 and set forth in F-200.540, F200.541, F_200.831, F-200.542, F-200.542c, F-200.543. F-200.543c. F-200.544, F 200.544c, F-200.545, F-200.5450, F-200.832, F-200.546, and F-200.548 are prescribed for use in settling terminated fixed-price contracts. [28 F.R. 4890, May 16, 1963) $ 8.802-1 DD Form 540-Settlement

Proposal—Inventory Basis. See F-200.540. (28 F.R. 4890, May 16, 1963] $ 8.802–2 DD Form 541_Settlement

Proposal—Total Cost Basis. See F-200.541. [28 F.R. 4890, May 16, 1963) & 8.802-3 DD Form 831_Settlement

Proposal—Short Form. See F-200.831. (28 F.R. 4890, May 16, 1963) 8 8.802-4. DD Form 542-Inventory

Schedule A-Metals in Mill Product
Form and DD Form 542c-Inventory

Schedule A-Continuation Sheet. See F-200.542 and F-200.542c. [28 F.R. 4890, May 16, 1963) $ 8.802–5 DD Form 543—Inventory

Schedule B-Raw Materials and DD
Form 543c, Inventory Schedule B-

Continuation Sheet.
See F-200.543 and F-200.543c.
[28 F.R. 4890, May 16, 1963]

8 8.802–6 DD Form 544 Inventory

Schedule C-Work in Process and
DD Form 5440-Inventory Schedule

B-Continuation Sheet. See F-200.544 and F-200.544c. [28 F.R. 4890, May 16, 1963) $ 8.802–7 DD Form 545—Inventory

Schedule D-Dies, Jigs, Fixtures, etc., and Special Tools; and DD Form 545c-Inventory Schedule D, Con

tinuation Sheet. See F-200.545 and F-200.545c. [28 F.R. 4890, May 16, 1963] $ 8.802–8 DD Form 832—Inventory

Schedule E-Short Form for Use

With DD Form 831 Only, See F-200.832. [28 F.R. 4890, May 16, 1963) § 8.802–9 DD Form 546_Schedule of

Accounting Information. DD Form 546 is required to be filed only once with respect to any termination. It is not required when the settlement proposal is submitted on DD Form 831. See F-200.546. [28 F.R. 4890, May 16, 1963] $ 8.802–10 DD Form 548—Application

for Partial Payment. See F-200.548. 128 F.R. 4891, May 16, 1963] $ 8.803 DD Form 547—Settlement Pro

posal for Cost-Reimbursement Type

Contracts. DD Form 547 is to be used by prime contractors submitting termination claims on cost-reimbursement type contracts. It is also suitable for use in connection with terminated cost-reimbursement type subcontracts. See F200.547. [28 F.R. 4891, May 16, 1963] & 8.804 DD Form 547sNotice of Audit

Status Date. DD Form 547s is for use by disbursing officers in accordance with $ 8.404-6. See also F-200.547s. (28 F.R. 4891, May 16, 1963) $ 8.805 Scrap warranty.

A warranty in the general format set forth below shall be executed by a purchaser of material as scrap (on direct purchase from the Government or on subsequent resale) in accordance with the requirements of $ 8.504.

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