12.1 Termination Methods
A contract may be terminated in three ways:
12.1.1 A contract may be terminated for default. If the contractor materially breaches the contract, the County, at its option, may cancel in whole or in part work under the contract. A termination for default is a termination for convenience if the termination for default is later found to be without justification.
12.1.2 A contract may be terminated for convenience at the option of the County if the termination is in the best interest of the County. Termination for convenience may entitle the contractor to payment for reasonable costs allocable to the contract for work or costs incurred by the contractor up to the date of termination. The contractor must not be paid compensation as a result of a termination for convenience that exceeds the amount encumbered to pay for work to be performed under the contract.
12.1.3 In special circumstances a contract may be terminated by mutual consent of the parties.
12.2. Authority to Terminate
Only the contracting officer may terminate a contract. The County Attorney must approve each contract termination.
12.3 Process to Terminate
12.3.1 Termination for Default
12.3.1.1 The Using Department must provide the contracting officer with documentation demonstrating a material breach of the contract by the contractor.
12.3.1.2 If the contracting officer finds that the contractor is in default, the contracting officer must provide the contractor with a written notice to cure the default. If the contracting officer determines that default contributes to the curtailment of an essential service or poses an immediate threat to life, health, or property, the contracting officer may terminate the contract immediately by issuing an oral or written notice to the contractor without giving any prior notice or opportunity to cure.
12.3.1.3 The County Attorney must approve the issuance of the notice to cure and the issuance of a termination for default.
12.3.1.4 If the contractor disputes the issuance of a termination for default, the contractor must file a timely claim under Section 14.2. The contractor may not file a claim in response to a notice to cure.
12.3.2. Termination for Convenience
12.3.2.1 The Using Department must provide the contracting officer with documentation demonstrating that termination of the contract for convenience is in the best interest of the County.
12.3.2.2 If the contracting officer finds that the contract should be terminated for convenience, the contracting officer must provide the contractor with written notice that the contract will be terminated for convenience on the date specified in the notice. The notice must require the contractor to provide the contracting officer with documentation indicating the amount to which the contractor claims it is due as a result of the termination for convenience.
12.3.2.3 The contractor must provide the contracting officer within the time specified in the notice of termination for convenience with documentation substantiating the amount the contractor asserts it is due as a result of the termination for convenience.
12.3.2.4 If the contracting officer and the contractor agree on the amount due the contractor as a result of the termination for convenience, the County and the contractor must enter into a contract modification setting forth the amount due the contractor as a result of the termination for convenience.
12.3.2.5 The County Attorney must approve the issuance of the notice of termination for convenience and any resulting contract modification.
12.3.2.6 If the contractor and the contracting officer cannot agree on the amount due the contractor as a result of the termination for convenience, the contractor must file a timely claim under Section 14.2.
12.3.3 Termination by Mutual Consent
12.3.3.1 The Using Department must provide the contracting officer with documentation justifying termination of a contract by mutual consent.
12.3.3.2 If the contracting officer finds that it is in the best interest of the County to terminate the contract by mutual consent, the contracting officer may enter into a termination agreement.
12.3.3.3 The County Attorney must approve a termination agreement.