Compilation of Rules and Regulations of the State of Georgia › Department 665 - RULES OF GEORGIA TECHNOLOGY AUTHORITY › Chapter 665-2 - INFORMATION TECHNOLOGY PROCUREMENT › Subject 665-2-11 - MISCELLANEOUS PROVISIONS › Rule 665-2-11-.09 - Contract Termination for Convenience

Current through Rules and Regulations filed through June 27, 2024
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.