Archived - Standard Acquisition Clauses and Conditions Manual - J - Termination

Remarks – Recommended Use of SACC Item

Terminations shall be issued after a supporting legal opinion or approval from 
the appropriate Legal Advisor has been obtained.  The words "supplies" and 
"delivered" in the clauses should be replaced respectively by "services" and 
"performed", where applicable.

Terminations shall be prepared by the Contracting Officer in accordance with 
legal advice and using provisions in SPM Directive 6501, and shall be submitted 
to the Legal Advisor for review. Terminations shall not be issued to the 
contractor until the Legal Advisor has applied and signed the "Reviewed by Legal 
Services" stamp on the termination document. 

Legal text for SACC item

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated _________ (delete this paragraph if
no Stop Work Order was sent by the Contracting
Authority).
Option 1
In accordance with the unrestricted right of Canada to terminate
the Contract for convenience, the Contracting Authority notifies
the Contractor that the Contract is terminated pursuant to section
____ Termination for Convenience, of general conditions
____.
The Contractor is requested to submit to the Contracting
Authority, for consideration, any claim that the Contractor may
have as a result of this termination. The claim must be submitted
on the prescribed departmental termination claim forms, which can
be obtained by submitting a written request to the Contracting
Authority. Termination claims should be prepared and submitted at
the earliest possible time. Allowable costs are set out in the
clause mentioned above. The procedure for the termination is set
out in the Procedures Manual on Termination of Contracts
to be provided by the Contracting Authority. The claim and all
related correspondence must be addressed to the Contracting
Authority.
Option 2
In accordance with the unrestricted right of Canada to terminate
the Contract for convenience, the Contracting Authority notifies
the Contractor that the Contract is terminated pursuant to section
____ Termination for Convenience, of supplemental
general conditions ____.
The Contractor is requested to submit to the Contracting
Authority, for consideration, any claim that the Contractor may
have as a result of this termination. The claim must be submitted
on the prescribed departmental termination claim forms, which can
be obtained by submitting a written request to the Contracting
Authority. Termination claims should be prepared and submitted at
the earliest possible time. Allowable costs are set out in the
clause mentioned above. The procedure for the termination is set
out in the Procedures Manual on Termination of Contracts
to be provided by the Contracting Authority. The claim and all
related correspondence must be addressed to the Contracting
Authority.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated ________________ (delete this
paragraph if no Stop Work Order was sent by the Contracting
Authority).
Option 1
In accordance with the unrestricted right of Canada to terminate
the Contract in part for convenience, the Contracting Authority
notifies the Contractor that the following part of the Contract is
terminated pursuant to section _____, Termination for
Convenience, of general conditions ______:
(Describe the part of the contract that is
terminated)
The Contractor must continue with the rest of the Work in
accordance with the conditions of the Contract.
The Contractor is requested to submit to the Contracting
Authority, for consideration, any claim that the Contractor may
have as a result of this termination. The claim must be submitted
on the prescribed departmental termination claim forms, which can
be obtained by submitting a written request to the Contracting
Authority. Termination claims should be prepared and submitted at
the earliest possible time. Allowable costs are set out in the
clause mentioned above. The procedure for the termination is set
out in the Procedures Manual on Termination of Contracts provided
by the Contracting Authority. The claim and all related
correspondence must be addressed to the Contracting Authority.
Option 2
In accordance with the unrestricted right of Canada to terminate
the Contract in part for convenience, the Contracting Authority
notifies the Contractor that the following part of the Contract is
terminated pursuant to section _____, Termination for
Convenience, of supplemental general conditions ______:
(Describe the part of the contract that is
terminated)
The Contractor must continue with the rest of the Work in
accordance with the conditions of the Contract.
The Contractor is requested to submit to the Contracting
Authority, for consideration, any claim that the Contractor may
have as a result of this termination. The claim must be submitted
on the prescribed departmental termination claim forms, which can
be obtained by submitting a written request to the Contracting
Authority. Termination claims should be prepared and submitted at
the earliest possible time. Allowable costs are set out in the
clause mentioned above. The procedure for the termination is set
out in the Procedures Manual on Termination of Contracts provided
by the Contracting Authority. The claim and all related
correspondence must be addressed to the Contracting Authority.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated _________ (delete this paragraph if
no Stop Work Order was sent by the Contracting
Authority).
In accordance with the unrestricted right of Canada to terminate
the Contract for convenience, the Contracting Authority notifies
the Contractor that the Contract is terminated pursuant to section
_____, Termination for Convenience, of general
conditions _______.
The Contractor has advised that the Contractor will make no
claim against Canada as a result of this termination. The
Contractor therefore agrees to release Canada, its employees and
agents from all claims and demands arising out of this termination
or out of anything done or omitted to be done under the
Contract.
The Contractor is requested to confirm its agreement with this
termination on the above conditions by signing and returning a copy
of this Notice to the Contracting Authority.
_________________________________
(Signature of the Contractor)

Remarks – Recommended Use of SACC Item

The following clause is applicable to maintenance service contracts.

Terminations shall not be declared without a written legal opinion. In seeking 
the opinion of Legal Services, the contracting officer must submit the contract 
file with a chronological, typed index of the documents forming the basis for 
the termination request, together with a short note outlining the events leading 
to termination. Based on this information, Legal Services will render an opinion 
as to whether the contractor would have a valid defence, should the Crown claim 
loss or damages, and advise as to the appropriate method of termination.

Legal text for SACC item

1.     Canada reserves the right to terminate the contracted services at 
       any time in whole or in part by giving thirty (30) calendar days 
       written notice to the Contractor. 

2.     In the event of such termination, only the cost of maintenance 
       services incurred and accepted up to the date of the termination 
       shall be due and payable to the Contractor. 

Remarks – Recommended Use of SACC Item

Terminations shall not be declared without a written legal opinion. In seeking 
the opinion of Legal Services, the contracting officer must submit the contract 
file with a chronological, typed index of the documents forming the basis for 
the termination request, together with a short note outlining the events leading 
to termination. Based on this information, Legal Services will render an opinion 
as to whether the contractor would have a valid defence, should the Crown claim 
loss or damages, and advise as to the appropriate method of termination.

Legal text for SACC item

Canada may, by giving thirty (30) calendar days written notice, cancel any 
task or terminate this Contract in whole or in part, at no cost to Canada 
in addition to that incurred to the date of termination for the particular 
task or tasks terminated.  Upon any such complete or partial termination of 
the Contract, the Contractor shall turn over to Canada all working papers, 
notes, memoranda, reports, software programs, data in machine-readable 
format or otherwise, and documentation which have been made or obtained in 
relation to this Contract.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated ________ (delete this paragraph if
no Stop Work Order was sent by the Contracting Authority).
In accordance with the unrestricted right of Canada to terminate the Contract in part for convenience, the Contracting Authority notifies the Contractor that the following part of the Contract is terminated pursuant to section ______, Termination for
Convenience, of general conditions ________.
(Describe the part of the contract that is terminated)
The Contractor must continue with the rest of the Work in accordance with the conditions of the Contract.
The Contractor has advised that the Contractor will make no claim against Canada as a result of this termination. The Contractor agrees to release Canada, its employees and agents from all claims and demands arising out of this termination or out of anything done or omitted to be done under the Contract.
The Contractor is requested to confirm its agreement with this termination on the above conditions by signing and returning a copy
of this Notice to the Contracting Authority.
______________________

(Signature of the Contractor)

Remarks – Recommended Use of SACC Item

Use the following clause to stop the work using a facsimile, electronic or other 
written initial Notice of Termination for Convenience, when the client has 
requested (in writing) the cancellation or termination of the entire contract.

Note: 	Your Legal Advisor need not be consulted at this stage if the termination 
is due to the specified circumstances set forth in procedure 11.131 of the 
Supply Manual; however, your Legal Advisor must be consulted to review the 
confirming Notice of Termination.

Legal text for SACC item

The Minister of Public Works and Government Services hereby terminates 
Contract No. ______ in its entirety pursuant to the Termination for 
Convenience provisions of the Contract.

You are directed by the Minister of Public Works and Government Services to 
stop immediately all Work related to this Contract, including the work of 
your subcontractors.  You are to provide the Contracting Authority with 
current detailed status information and your estimate of termination claim, 
if any. You are to place no further orders and incur no further expense.  A 
confirming Notice of Termination with additional information will follow.

Remarks – Recommended Use of SACC Item

Use the following clause to stop the work using a facsimile, electronic or other 
written initial Notice of Termination for Convenience, when the client has 
requested (in writing) the cancellation or termination of a portion of the 
contract.

Note:	Your Legal Advisor need not be consulted at this stage if the termination 
is due to the specified circumstances set forth in procedure 11.131 of the 
Supply Manual; however, your Legal Advisor must be consulted to review the 
confirming Notice of Partial Termination.

Legal text for SACC item

The Minister of Public Works and Government Services hereby partially 
terminates Contract No._____, in respect of Item No. _____ (part number, 
Federal Stock Number, description, quantity) only, pursuant to the 
Termination for Convenience provisions of the Contract.

You are directed by the Minister of Public Works and Government Services to 
stop immediately all Work related to this Contract on the said Item, 
including the work of your subcontractors.  You are to provide the 
Contracting Authority with current detailed status information and your 
estimate of termination claim, if any.  You are to place no further orders 
and incur no further expense with respect to said Item.  A confirming 
Notice of Partial Termination with additional information will follow.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This Stop Work Order is issued pursuant to Section
______, Suspension of the Work, of general conditions
______.
The Contractor must stop immediately all work related to the
Contract, including the Work of subcontractors, until further
notice by the Contracting Authority. The Contractor must place no
further orders and incur no further expense. The Contractor must
also provide the Contracting Authority with current detailed
contract status information.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

Option 1
The Stop Work Order dated _____ and issued pursuant
to section _____, Suspension of the Work of general
conditions _____ is cancelled.
The Contractor must resume work in accordance with the Contract
and inform the Contracting Authority immediately, in writing, if
performance of the Work will be affected by the suspension.
The Contractor is entitled to be paid additional costs and
expenses reasonably and properly incurred as a result of the
suspension of the Work, plus a fair profit in accordance with the
"Suspension of the Work" provision of the Contract. The Contractor
must submit any claim he may have for payment of costs incurred as
a result of the suspension, in writing, to the Contracting
Authority.
Option 2
The Stop Work Order dated ____________ is
cancelled.
The Contractor must resume work in accordance with the Contract
and inform the Contracting Authority immediately, in writing, if
performance of the Work will be affected by the suspension.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This Stop Work Order is issued pursuant to section
____, Suspension of the Work, of general conditions
______.
The Contractor must stop immediately the following part of the
Work, including the Work of subcontractors, until further notice by
the Contracting Authority:
(Describe the part of the work being
suspended).
The Contractor must place no further orders and incur no further
expense related to that part of the Work. The Contractor must also
provide the Contracting Authority with current detailed contract
status information.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated _____ (delete this paragraph if no
Stop Work Order was sent by the Contracting
Authority).
In accordance with the unrestricted right of Canada to terminate
the Contract for default if the Contractor is in default in
carrying out any of its obligations under the Contract, the
Contracting Authority notifies the Contractor that the Contract is
terminated for default pursuant to section _____,
Default by the Contractor, of general conditions
________ on the following grounds:
(Insert the grounds for terminating the contract for
default).
Canada reserves its right under the Contract to charge the
Contractor for all losses and damages which Canada may suffer by
reason of the default, including any amount in excess of the
Contract Price that Canada may be obliged to pay in procuring the
goods, services or both elsewhere.
(Insert the following paragraph when the termination relates to performance issues within the scope of the Vendor Performance Corrective Measures Policy)
In accordance with the Vendor Performance Corrective Measure Policy, this termination for default will trigger a Vendor Performance Corrective Measure assessment. In addition, a note indicating that there was a termination for default for this contract will be registered in the Vendor Information Management system.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated _____ (delete this paragraph if no
Stop Work Order was sent by the Contracting
Authority).
In accordance with the unrestricted right of Canada to terminate
the Contract in part for default if the Contractor is in default in
carrying out any of its obligations under the Contract, the
Contracting Authority notifies the Contractor that the following
part of the Contract is terminated pursuant to section
_____, Default by the Contractor, of general conditions
_____, on the following grounds:
(Insert the terminated part(s) and the grounds for
terminating the contract in part for default)
The Contractor must continue with the rest of the Work in
accordance with the Contract.
Canada reserves its right under the Contract to charge the
Contractor for all losses and damages which Canada may suffer by
reason of the default, including any amount in excess of the
Contract Price which Canada may be obliged to pay in procuring the
goods, services or both related to the part of the Contract being
terminated elsewhere.
(Insert the following paragraph when the termination relates to performance issues within the scope of the Vendor Performance Corrective Measures Policy)
In accordance with the Vendor Performance Corrective Measure Policy, this partial termination for default will trigger a Vendor Performance Corrective Measure assessment at the end of the contract. In addition, a note indicating that there was a partial termination for default for this contract will be registered in the Vendor Information Management system.

Remarks – Recommended Use of SACC Item

Use the following clause in Science contracts when General Conditions - 
Universities and Other Institutions, DSS-MAS 1053, are incorporated into the 
contract. 

Legal text for SACC item

1)  If the Contractor is in default in fulfilling any of the terms, 
conditions, covenants or obligations of the Contract, or has made a false 
representation or warranty, the Minister may, by giving notice in writing 
to the Contractor, terminate the whole or any part of the Contract. On the 
giving of such notice, the Contractor shall have no claim for any further 
payment under the Contract.

2)  If after notice of termination of the Contract under the provisions of 
paragraph 1) of this clause, it is determined by the Minister that the 
default of the Contractor is due to causes beyond the control of the 
Contractor, such notice of termination shall be deemed to have been issued 
pursuant to section 9 (Termination) of General Conditions - Universities 
and Other Institutions, DSS-MAS 1053, and the rights and obligations of the 
parties hereto shall be governed by that section.

3)  On termination of the Contract under this clause, the Minister may 
   require the Contractor to deliver to Canada, in the manner and to the 
   extent directed by the Minister, any work which has not been delivered/
   performed and accepted prior to such termination.  Subject to the 
   deduction of any claim which Canada may have against the Contractor 
   arising under the Contract or out of the termination, Canada shall pay 
   the Contractor for all such work delivered/performed pursuant to such 
   direction and accepted by Canada, the cost to the Contractor of such 
   work plus the proportionate part of any profit fixed by the said 
   Contract and shall pay or reimburse the Contractor the reasonable and 
   proper costs to the Contractor of all materials, parts or work in 
   process delivered to Canada pursuant to such direction, but in no event 
   shall the aggregate of the price paid to date of default and any amounts 
   otherwise payable pursuant to this paragraph 3) exceed the total 
   Contract Price. 

Remarks – Recommended Use of SACC Item

Legal text for SACC item

This is further to the Stop Work Order dated _____ (delete this paragraph if no
Stop Work Order was sent by the Contracting
Authority).
In accordance with the unrestricted right of Canada to terminate
the Contract for default if the Contractor becomes bankrupt or
insolvent or a receiving order is made against the Contractor, the
Contracting Authority notifies the Contractor that the Contract is
terminated for default pursuant to section _____,
Default by the Contractor, of general conditions ____ as
the Contractor is __________ (insert "bankrupt",
"insolvent" or "in receivership", as applicable).
Canada reserves its right under the Contract to charge the
Contractor for all losses and damages which Canada may suffer by
reason of the default, including any amount in excess of the
Contract Price which Canada may be obliged to pay in procuring the
goods, services or both elsewhere.

Remarks – Recommended Use of SACC Item

Use the following text when preparing a complete Termination for Default, only 
after a supporting legal opinion or approval from a Legal Advisor has been 
obtained, when the Contractor indicates inability or unwillingness to perform 
the contract before the delivery date.

Legal text for SACC item

This is further to your facsimile/letter of _____ addressed to _____. 

As you have indicated that you are unwilling or unable to deliver the 
supplies or services described in the above-referenced Contract in 
accordance with the specifications, terms and conditions of the Contract, 
the Minister of Public Works and Government Services hereby terminates the 
said Contract pursuant to the "Default by the Contractor" provisions of the 
General Conditions forming part of the Contract.

The Minister reserves Canada's right under the Contract to charge you for 
all losses and damages which may be suffered by Canada by reason of your 
default, including any amount in excess of the Contract Price which Canada 
may be obliged to pay in procuring the said supplies and services elsewhere.

Remarks – Recommended Use of SACC Item

Use the following text when preparing a Partial Termination for Default, only 
after a supporting legal opinion or approval from a Legal Advisor has been 
obtained, when the contractor indicates inability or unwillingness to perform 
part of the contract. 

Legal text for SACC item

This is further to your facsimile/letter of _____ addressed to _____ .

As you have indicated that you are unwilling or unable to deliver certain 
items specified in the above-referenced Contract in accordance with the 
specifications, terms and conditions of the Contract, the Minister of 
Public Works and Government Services hereby partially terminates the said 
Contract pursuant to the "Default by the Contractor" provisions of the 
General Conditions forming part of the Contract in respect of the following 
items(s) only:

       Description of items
       _____________
       _____________
       _____________

You shall continue with the rest of the Work in accordance with the 
specifications, terms and conditions of the Contract.

The Minister reserves Canada's right under the Contract to charge you for 
all losses and damages which may be suffered by Canada by reason of your 
default, including any amount in excess of the Contract Price of the 
terminated item(s) which Canada may be obliged to pay in procuring the 
items elsewhere.

Remarks – Recommended Use of SACC Item

Legal text for SACC item

The Contract is terminated by mutual consent of the Parties. The
Parties mutually agree to release each other, their employees and
agents from all claims and demands arising out of this termination
or out of anything done or omitted to be done under the
Contract.
The Contractor is requested to confirm its agreement with this
termination by signing and returning a copy of this Notice to the
Contracting Authority.
__________________________

(Signature of Contractor)

Remarks – Recommended Use of SACC Item

Use the following text when the supplier wants to withdraw from a Standing 
Offer.  If the Standing Offer is under seal, however, consult Legal Services. 

Legal text for SACC item

This notice acknowledges receipt of your request by letter dated _____ to 
   withdraw and cancel the above-mentioned document, effective as of _____ 
   (insert date of letter).  You hereby acknowledge, however, that any 
   Requisitions under the Standing Offer received by you on or before that 
   date will be fulfilled in accordance with the terms of the Standing 
   Offer. 

Remarks – Recommended Use of SACC Item

Legal text for SACC item

Canada acknowledges receipt of the Offeror's notice dated
_____ informing Canada of the Offeror's decision to
withdraw its offer made under Standing Offer number
_____, effective as of _____ (insert date of
withdrawal). The Offeror must fulfill any call-up
received before that date in accordance with the conditions of the
Standing Offer.

Remarks – Recommended Use of SACC Item

The use of the following clause is governed by SPM Directive 6201. 

Legal text for SACC item

In the event the Contractor fails to deliver the supplies or perform the 
services within the time specified in the Contract, the Contractor agrees 
to pay to Canada as liquidated damages the sum of $ _____ for each calendar 
day of delay up to a maximum of _____ days, subject to the limitation that 
the total amount of liquidated damages shall not exceed _____ percent of 
the Contract Price.  The aforesaid amount is agreed to be a fair and 
reasonable estimate of such damages or loss.

The parties further acknowledge that section 37 of the Federal Court Act, 
Revised Statutes of Canada (1985), Chapter F7, applies to this Contract.

Canada shall have the right to holdback, drawback, deduct and set off from 
and against the amounts of any monies owing at any time by Canada to the 
Contractor, any liquidated damages owing and unpaid under this article.

Nothing in this article is to be interpreted as limiting the right and 
   remedies which Canada and the Minister may otherwise be entitled to 
   under this Contract.