Ga. Comp. R. & Regs. R. 665-2-11-.09 - Contract Termination for Convenience
At its sole option and in the exercise of its sole discretion, GTA may terminate a contract, in whole or in part, for any reason with seven (7) days' written notice to the contractor ("Notice of Termination for Convenience").
(a) Notices of
Termination for Convenience will specify the extent of the termination and the
effective date.
(b) After receipt
of a Notice of Termination for Convenience, and except as otherwise directed by
GTA, the Contractor shall immediately proceed with the following obligations,
regardless of any delay in determining or adjusting any amounts due under this
section:
1. Stop work as specified in the
Notice of Termination for Convenience.
2. Place no further subcontracts or orders
for materials, services or facilities, except as necessary to complete the
continuing portion of the contract.
3. Terminate all subcontracts and orders to
the extent they relate to terminated work.
4. Assign to GTA as directed by the
contracting offer, all rights, title, and interest of the contractor under the
subcontracts and orders terminated, in which case GTA may settle or pay
termination settlement proposal arising out of those terminations.
5. Settle all outstanding liabilities and
termination settlement proposals arising from the termination of subcontracts
and orders.
6. As directed by the
Contracting Officer, transfer title and deliver to GTA -
(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 had been
completed, would be required to be furnished to GTA.
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 the Contract that is in the
Contractor's possession and in which GTA 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 subsection (f) of this section; 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 GTA under the
contract, credited to the price or cost of the work, or paid in any other
manner directed by the Contracting Officer.
10. Within seven (7) days after the effective
date of termination, the Contractor shall submit to the Contracting Officer a
written final termination settlement proposal in the form and with the
certification required by the Contracting Officer. The amount of the final
termination settlement proposal shall 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.
11.
The Contracting Officer and the Contractor may use the final termination
settlement proposal as the basis for negotiating an agreed upon whole amount to
be paid to the contractor because of the termination for convenience.
12. If the Contracting Officer and Contractor
fail to reach agreement in the whole amount to be paid to the Contractor
because of the termination for convenience, the Contracting Officer shall pay
the Contractor the amounts determined as follows:
(i) The total of -
(I) The contract price for completed supplies
or services accepted by GTA not previously paid for;
(II) The costs incurred in the performance of
the work terminated, including initial costs and preparatory expenses
applicable thereto;
(III) The costs
of settling and paying termination settlement proposals under terminated
subcontractors or orders that are properly chargeable to the terminated portion
of the contract.
(ii)
Less -
(I) All unliquidated advance or other
payments to the contractor under the termination portion of the
Contract;
(II) The amount of any
devices which GTA has against the Contractor under the Contract; and
(III) The agreed price for, or the proceeds
of sale of, materials, supplies, or other items acquired by the Contractor or
sold under the provisions of the section and not recovered or credited to
GTA.
13.
Contractor may appeal the final termination amount paid, if such amount is not
a result upon which the Contracting Officer and the Contractor have agreed. Any
such appeal must comply with the requirements set forth in the regulations for
the resolution of disputes and claims.
14. The GTA may terminate a Contract for
Convenience of the State, GTA or any Agency.
Notes
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No prior version found.