Code of Maryland Regulations › Title 21 - STATE PROCUREMENT REGULATIONS › Subtitle 07 - CONTRACT TERMS AND CONDITIONS › Chapter 21.07.02 - Mandatory Construction Contract Clauses › Section 21.07.02.09 - Termination for Convenience

Current through Register Vol. 51, No. 14, July 12, 2024
Mandatory provision for all construction contracts:
"Termination for Convenience of the State "
"(1) The performance of work under this
				contract may be terminated by the State in accordance with this clause in
				whole, or from time to time in part, whenever the procurement officer shall
				determine that such termination is in the best interest of the State. Any such
				termination shall be effected by delivery to the Contractor of a Notice of
				Termination specifying the extent to which performance of work under the
				contract is terminated, and the date upon which such termination becomes
				effective.
"(2) After receipt of a
				Notice of Termination, and except as otherwise directed by the procurement
				officer, the Contractor shall:
(a) Stop work
				under the contract on the date and to the extent specified in the Notice of
				Termination;
(b) Place no further
				orders or subcontracts for materials, services or facilities, except as may be
				necessary for completion of the portion of the work under the contract as is
				not terminated;
(c) Terminate all
				orders and subcontracts to the extent that they relate to the performance of
				work terminated by Notice of Termination;
(d) Assign to the State in the manner, at the
				times, and to the extent directed by the procurement officer, all of the right,
				title, and interest of the Contractor under the orders and subcontracts so
				terminated, in which case the State shall have the right, in its discretion, to
				settle or pay any or all claims arising out of the termination of such orders
				and subcontracts;
(e) Settle all
				outstanding liabilities and all claims arising out of the termination of orders
				and subcontracts, with the approval or ratification of the procurement officer,
				to the extent the procurement officer may require, which approval or
				ratification shall be final for all the purposes of this clause;
(f) Transfer title and deliver to the State,
				in the manner, at the times and to the extent, if any, directed by the
				procurement officer,
(i) the fabricated or
				unfabricated parts, work in process, completed work, supplies, and other
				material produced as a part of, or acquired in connection with the performance
				of, the work terminated by the Notice of Termination, and
(ii) the completed or partially completed
				plans, drawings, information, and other property which, if the contract had
				been completed, would have been required to be furnished to the
				State;
(g) Use the
				Contractor's best effort to sell, in the manner, at the times, to the extent,
				and at the price or prices directed or authorized by the procurement officer,
				any property of the types referred to in (f) of this clause; provided, however,
				that the Contractor (i) shall not be required to extend credit to any
				purchaser, and (ii) may acquire any such property under the conditions
				prescribed by and at a price or prices approved by the procurement officer; and
				provided further that the proceeds of any such transfer or disposition shall be
				applied in reduction of any payments to be made by the State to the Contractor
				under this contract or shall otherwise be credited to the price or cost of the
				work covered by this contract or paid in such other manner as the procurement
				officer may direct;
(h) Complete
				performance of such part of the work as may not have been terminated by the
				Notice of Termination; and
(i) Take
				such action as may be necessary, or as the procurement officer may direct, for
				the protection and preservation of the property related to this contract which
				is in the possession of the Contractor and in which the State has or may
				acquire an interest. The Contractor may submit to the procurement officer a
				list, certified as to quantity and quality, of any or all items of termination
				inventory not previously disposed of, exclusive of items the disposition of
				which has been directed or authorized by the procurement officer, and may
				request the State to remove such items or enter into a storage agreement
				covering them. Not later than 15 days thereafter, the State shall accept title
				to such items and remove them or enter into a storage agreement covering the
				same; provided, that the list submitted shall be subject to verification by the
				procurement officer upon removal of the items, or if the items are stored,
				within 45 days from the date of submission of the list, and any necessary
				adjustment to correct the list as submitted shall be made prior to final
				settlement.