Rule 665-2-11-.09 - Contract Termination for ConvenienceAt 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.Ga. Comp. R. & Regs. R. 665-2-11-.09
O.C.G.A. Sec. 50-25-7.3.
Original Rule entitled "Contract Termination for Convenience" adopted. F. Aug. 10, 2001; eff. Aug. 30, 2001.