FAR 52.249-3—Termination for Convenience of the Government (Dismantling, Demolition, or Removal of Improvements).
Plain-English Summary
FAR 52.249-3 is the termination-for-convenience clause used for contracts involving dismantling, demolition, or removal of improvements. It gives the Government the right to end all or part of the work when the Contracting Officer decides termination is in the Government’s interest, and it explains how the termination is issued, how title to property reverts to the Government, and what the contractor must do immediately after notice. The clause also covers stop-work obligations, subcontract termination and assignment, settlement of subcontract claims, transfer and protection of Government-related property, sale or disposition of termination inventory, submission and verification of termination inventory schedules, and the timing and content of the final termination settlement proposal. It further addresses how the parties may negotiate an agreed settlement, the limits on that amount, and the Contracting Officer’s authority to determine an amount if the contractor does not timely submit a proposal. In practice, this clause is designed to protect the Government’s property interests while giving the contractor a defined process for recovering allowable termination costs and settlement expenses after work is stopped before completion.
Key Rules
Government may terminate for convenience
The Contracting Officer may terminate the contract, in whole or in part, whenever termination is determined to be in the Government’s interest. The notice must state the extent of termination and the effective date.
Title revests in the Government
When a termination notice is received, title to property vested in the contractor under the contract revests in the Government, except for property already disposed of by bona fide sale or removed from the site. This applies regardless of other contract clauses.
Immediate post-termination duties
After notice, the contractor must stop the terminated work, stop placing unnecessary subcontracts or orders, terminate affected subcontracts, and continue only the work not terminated. These duties apply immediately and are not delayed by unresolved settlement amounts.
Subcontract settlement and assignment
The contractor must terminate related subcontracts, and when directed, assign the Government the contractor’s rights under those subcontracts. With required approval or ratification, the contractor must also settle subcontract liabilities and termination proposals, subject to the Contracting Officer’s final approval for clause purposes.
Transfer, protect, and preserve property
The contractor must transfer title and deliver terminated work product, materials, and required plans or information as directed. The contractor must also protect and preserve property in its possession in which the Government has or may acquire an interest.
Government-directed sale or disposition
The contractor must use best efforts to sell termination inventory when directed or authorized, but is not required to extend credit to buyers. The contractor may buy the property only under conditions and at prices approved by the Contracting Officer, and sale proceeds reduce Government payments or are otherwise applied as directed.
Inventory schedules and plant clearance
Termination inventory schedules must be submitted within 120 days of the effective termination date unless the Contracting Officer extends the time in writing based on a timely contractor request. After the plant clearance period, the contractor may submit a certified list of unsold inventory for Government removal or storage, and the Government must act within 15 days.
Final settlement proposal deadline
The contractor must submit a final termination settlement proposal promptly, but no later than 1 year after the effective termination date unless extended in writing on timely request. If the contractor misses the deadline, the Contracting Officer may determine the amount due based on available information.
Negotiated or determined settlement amount
The parties may agree on all or part of the termination amount, including a reasonable profit on work performed, but the agreed amount cannot exceed the contract price less prior payments and the price of work not terminated, excluding settlement costs. If no agreement is reached, the clause allows the Contracting Officer to determine the amount under the remaining paragraph (g) framework.
Responsibilities
Contracting Officer
Decide whether termination is in the Government’s interest, issue the Notice of Termination, specify the extent and effective date, direct property transfer and disposition, approve or ratify subcontract settlements when required, verify inventory lists, extend deadlines in writing when justified, negotiate or determine settlement amounts, and ensure any agreed or determined payment is properly documented and within clause limits.
Contractor
Immediately stop terminated work, avoid unnecessary new subcontracts or orders, terminate affected subcontracts, protect and preserve Government-related property, transfer title and deliver directed property and records, use best efforts to sell directed inventory, submit termination inventory schedules within 120 days, submit the final settlement proposal within 1 year unless extended, and support settlement with complete and accurate information.
Subcontractors
Cease work to the extent directed through the prime contractor’s termination actions and submit termination settlement proposals as applicable under their subcontracts. Their claims are handled through the prime contractor unless the Government assigns rights or otherwise directs settlement under the clause.
Government
Accept title to eligible termination inventory when required, remove items or enter into storage agreements within the stated timeframe, and apply proceeds from disposition as directed to reduce payments or otherwise credit the contract.
Practical Implications
This clause is highly procedural: missing the 120-day inventory schedule deadline or the 1-year settlement proposal deadline can seriously weaken the contractor’s recovery position, although the Contracting Officer may extend deadlines in writing or accept late submissions in limited circumstances.
Contractors should immediately segregate terminated work, inventory, and records after notice so they can prove costs, identify title issues, and support settlement proposals. Poor recordkeeping is one of the biggest causes of reduced recovery.
The contractor must keep moving on the non-terminated portion of the work unless the notice says otherwise. A common mistake is over-stopping operations and creating avoidable delay or default exposure on the remaining work.
Subcontract management is critical because the prime remains responsible for terminating affected subcontracts, settling claims, and obtaining required approvals or ratifications. Failure to control subcontractor actions can create unallowable or unsupported settlement costs.
For contracting officers, the key risk is incomplete direction on property, inventory, and settlement procedures. Clear written instructions reduce disputes over title, storage, disposition, and the scope of allowable termination costs.
Official Regulatory Text
As prescribed in 49.502 (b)(2) , insert the following clause: Termination for Convenience of the Government (Dismantling, Demolition, or Removal of Improvements) (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. Upon receipt of the notice, if title to property is vested in the Contractor under this contract, it shall revest in the Government regardless of any other clause of this contract, except for property that the Contractor disposed of by bona fide sale or removed from the site. (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 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 has 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 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 settlement costs, 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 amended 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) 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 section 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 amount of 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) Preservation and protection of property under paragraph (b)(8) of this clause. (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 within the time provided in paragraph (e) or (l) and failed to request a time extension, there is no right of appeal. If the Contracting Officer has made a determination of the amount due under paragraph (e), (g), or (l) of this clause, the Government shall pay the Contractor- (1) The amount determined by the Contracting Officer, if there is no right of appeal or if no timely appeal has been taken; or (2) The amount finally determined on an 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 cost 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 (Sept1996). 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) from the basic clause.