ARTICLE XIX -- Termination

ARTICLE XIX, CL. 1 - TERM, TERMINATION AND EXPIRATION (APR 1984) * - DEAR 970.5204-45

(a) This contract shall continue until September 30, 1997 unless sooner terminated in accordance with the provisions which follow:

(1) This contract may be terminated by the Government upon a one (1) year written notice, whenever, for any reason, the Contracting Officer shall determine any such termination is for the best interest of the Government. Termination of the contract hereunder shall be effected by delivery of a written notice of termination to the University, at least one (1) year prior to the effective date of termination, specifying the extent to which performance of work under the contract shall continue until contract termination, and the date upon which such contract termination shall become effective. Any such termination shall be without prejudice to any claim which either party may have against the other.

(2) This contract may be terminated by the University in whole, upon a one (1) year written notice whenever, for any reason, the University determines any such termination is in the best interests of the University. Termination of the contract hereunder by the University shall be effected by delivery of a written notice of termination to the Government at least one (1) year prior to the effective date of such termination. Any such termination shall be without prejudice to any claim which either party may have against the other.

(3) Upon receipt of notice of termination, in accordance with (1) above, or upon delivery of notice of termination to the Government in accordance with (2) above, the University shall, to the extent directed in writing by the Contracting Officer, discontinue the performance of work and the placing of orders for materials, facilities, supplies, and services in connection therewith, and shall proceed, if, and to the extent required by the Contracting Officer, to cancel promptly and settle with the approval of the Contracting Officer, existing orders, subcontracts, and commitments insofar as such orders, subcontracts, and commitments pertain to this contract.

(4) The provisions of this contract shall continue through the effective date of termination.

(b) Upon the termination of this contract:

(1) The Government shall assume sole responsibility for all obligations, commitments, and claims that the University may have undertaken or incurred, the cost of which are allowable in accordance with the provisions of this contract; and the University shall execute and deliver all such papers and take all such steps as the Contracting Officer may require for the purpose of fully vesting in the Government any rights and benefits the University may have under or in connection with such obligations, commitments, or claims.

(2) The Government shall treat as allowable costs: (i) all expenditures made in accordance with and allowable under the contract, which were not previously so allowed for work performed prior to the effective date of termination, and (ii) expenditures as may be incurred for a reasonable time thereafter.

(3) The Government shall treat as allowable costs, to the extent not included in (b)(2) above, the costs of settling and paying claims arising out of the termination of work under orders, subcontracts, and commitments as provided in (a)(3) above.

(4) The Government shall treat as allowable costs the reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonable necessary for the preparation of settlement claims and supporting data with respect to the termination of the contract and for the termination and settlement of orders and subcontracts thereunder, together with such further expenditures made by the University after the date of termination for the protection or disposition of Government property as are approved or required by the Contracting Officer.

(5) If this contract is terminated, the costs and compensation authorized in accordance with Article VII, Clause 1 (d)(19), "Costs and Expenses," of this contract (except the ground lease payments set forth in Article V, Clause 5), shall be prorated to and including the effective date of such termination.

(6) The obligation of the Government to make any of the payments required by this clause or any other provisions of this contract shall be made by advance payment of government funds withdrawn pursuant to a letter of credit established in accordance with Article VII, Clause 3, "Payments and Advances," of this contract. The Government shall continue to make such advance payments for a reasonable time after the effective date of contract termination to fund expenditures the University may incur in connection with obligations, commitments and claims related to the work performed under this contract.

(c) Prior to final settlement, the University shall furnish a release as required in Article VII, Clause 3, "Payments and Advances," of this contract, and account for Government-owned property as may be required by the Contracting Officer; provided, however, that unless the Contracting Officer requires an inventory, the maintenance and disposition of the records of Government-owned property in accordance with Article VII, Clause 4, "Accounts, Records and Inspection," of this contract, shall be accepted by the Contracting Officer as full compliance with all requirements of this contract pertaining to an accounting for such property; and, provided further, however, that the Government shall make and continue sufficient advance payments for all costs and incurred in preparing such settlement and accountings.

(d) No settlement under this clause shall prejudice the rights of the University or the Government with respect to claims arising under or relating to this contract which are unknown or undetermined at the time of such settlement.

(e) Unless terminated in accordance with (a) above, or extended by mutual agreement prior to September 30, 1997, this contract expires on September 30, 1997; provided however, that upon such expiration the contract shall be automatically extended for an additional period of six (6) months, through March 31, 1998, for the purposes of (i) affecting an orderly transition or shutdown of Laboratory operations and (ii) the University's performance of the obligations set forth in Article XIX, Clause 2, "Continuity of Services," of this contract. The rights and liabilities of the parties in the event of expiration of this contract shall be governed by this clause as if the contract had been terminated by the Government in accordance with (a)(1) above.

(f) Notwithstanding any other provision of this contract, the following clauses shall remain in full force and effect and shall survive the expiration or termination of this contract so that the University is indemnified for all costs allowable under this contract, irrespective of whether the claim arose during the term of the contract: Article XVII, Clause 1, "Litigation and Claims"; Article XVII, Clause 2, "Nuclear Hazards Indemnity Agreement"; Article XVII, Clause 3, "Internal Guard Force;" Article XVII, Clause 4, "General Indemnity;" Article VI, Clause 10, "Contract Records;" Article XI, Clause 5, "Special Agreement on the Disposition of Records"; Article V, Clause 9, "Procedure to Disallow Unallowable Costs;" Article VII, Clause 3, "Payments and Advances."

ARTICLE XIX, CL. 2 - CONTINUITY OF SERVICES (JAN 1991) * - FAR 52.237-3

(a) The University recognizes that the Laboratory services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The University agrees to (1) furnish phase in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The University shall, upon the Contracting Officer's written notice, (1) continue management and operation of the Laboratory or provide successor planning assistance for a period not to exceed six (6) months after termination or expiration of the contract term for the purpose of effecting a smooth transition with a successor contractor and (2) negotiate in good faith any additional period of management and operation transition thereafter as the Contracting Officer requests, not to exceed six (6) months; provided, however, that the arrangement with regards to Advance Payments, specified in Article VII, Clause 3, of this contract, shall survive and continue in full force and effect during any such period of additional management and operation of the Laboratory by the University. As part of the transition specified in subparagraph (1) of this paragraph, the University shall negotiate a plan with a successor contractor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The University shall provide sufficient experienced Laboratory employees during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The University shall allow as many Laboratory employees as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The University also shall, subject to and consistent with applicable state privacy laws, disclose necessary personnel records and allow the successor to conduct onsite interviews with these Laboratory employees. If selected Laboratory employees are agreeable to the change, the University shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits, e.g., vacation, sick leave, and retirement system credits medical and dental coverage after retirement, to the successor. Health and welfare benefits are not transferable.

(d) All reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period before contract termination or expiration that result from phase-in, phase-out operations) will be allowable costs funded by advance payment under this contract.

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