APPENDIX A - TERMS AND CONDITIONS




F.  Mandatory Construction Contract Clauses

     1.  Application.
         a. In addition to the clauses required by this chapter,
            each construction contract shall include the clauses
            required by USM Procurement Policies and Procedures.
     
         b. If unusual circumstances arise that necessitate the
            modification of any mandatory terms and conditions, a
            recommendation containing the necessary modification(s) and
            including written justification must be approved by the
            Procurement Officer and, if appropriate, by legal counsel.

     2.  Changes.
     
         Mandatory provision for all construction contracts:
     
          "(1) The procurement officer unilaterally may, at any
               time, without notice to the sureties, if any, by
               written order designated or indicated to be a
               change order, make any change in the work within
               the general scope of the contract, including but
               not limited to changes:
               (a)  In the specifications (including drawings
                    and designs);
               (b)  In the method or manner of performance of
                    the work;
               (c)  In the State-furnished facilities,
                    equipment, materials, services, or site; or
               (d)  Directing acceleration in the performance
                    of the work.
          (2)  Any other written order or an oral order,
               including a direction, instruction,
               interpretation or determination, from the
               procurement officer that causes any such change,
               shall be treated as a change order under this
               clause, provided that the Contractor gives the
               procurement officer written notice stating the
               date, circumstances, and source of the order and
               that the Contractor regards the order as a
               change order.
          (3)  Except as herein provided, no order, statement,
               or conduct of the procurement officer shall be
               treated as a change under this clause or entitle
               the Contractor to an equitable adjustment
               hereunder.
          (4)  Subject to paragraph 6 (F), below, if any change
               under this clause causes an increase or decrease
               in the Contractor's cost of, or the time
               required for, the performance of any part of the
               work under this contract, whether or not changed
               by any order, an equitable adjustment shall be
               made and the contract modified in writing
               accordingly; provided, however, that except for
               claims based on defective specifications, no
               claim for any change under B, above, shall be
               allowed for any costs incurred more than 20 days
               before the Contractor gives written notice as
               therein required; and provided further, that in
               the case of defective specifications for which
               the University is responsible, the equitable
               adjustment shall include any increased cost
               reasonably incurred by the Contractor in
               attempting to comply with such defective
               specifications.
          (5)  If the Contractor intends to assert a claim for
               an equitable adjustment under this clause, he
               shall, within 30 days after receipt of a written
               change order under (1) above, or the furnishing
               of written notice under (2), above, submit to
               the procurement officer a written statement
               setting forth the general nature and monetary
               extent of such claim, unless this period is
               extended by the University. The statement of
               claim hereunder may be included in the notice
               under (2), above.
          
          (6)  Each contract modification or change order that
               affects contract price shall be subject to the
               prior written approval of the procurement
               officer and other appropriate authorities and to
               prior certification of the appropriate fiscal
               authority of fund availability and the effect of
               the modification or change order on the project
               budget or the total construction cost. If,
               according to the certification of the fiscal
               authority, the contract modification or change
               order will cause an increase in cost that will
               exceed budgeted and available funds, the
               modification or change order may not be made
               unless sufficient additional funds are made
               available or the scope of the project is
               adjusted to permit its completion within the
               project budget.
          
          (7)  No claim by the Contractor for an equitable
               adjustment hereunder shall be allowed if
               asserted after final payment under this
               contract."

     3.   Variations in Estimated Quantities.
          Mandatory provision for only those construction
          contracts that contain estimated quantity items:
          Variations in Estimated Quantities
          "Where the quantity of a pay item in this contract is
          an estimated quantity and where the actual quantity
          of such pay item varies more than twenty-five percent
          (25%) above or below the estimated quantity stated in
          this contract, an equitable adjustment in the
          contract price shall be made upon demand of either
          party. The equitable adjustment shall be based upon
          any increase or decrease in costs due solely to the
          variation above one hundred twenty-five percent
          (125%) or below seventy-five percent (75%) of the
          estimated quantity. If the quantity variation is such
          as to cause an increase in the time necessary for
          completion, the procurement officer shall, upon
          receipt of a written request for an extension of time
          within ten (10) days from the beginning of the delay,
          or within a further period of time which may be
          granted by the procurement officer before the date of
          final settlement of the contract, ascertain the facts
          and make the adjustment for extending the completion
          date as in his judgment the findings justify."
     
     4.   Suspension of Work.
          Mandatory provision for all construction contracts:
          Suspension of Work
          "(1) The procurement officer unilaterally may order
               the Contractor in writing to suspend, delay, or
               interrupt all or any part of the work for a
               period of time as he may determine to be
               appropriate for the convenience of the
               University.
          
          (2)  If the performance of all or any part of the
               work is for an unreasonable period of time,
               suspended, delayed, or interrupted by an act of
               the procurement officer in the administration of
               this contract, or by his failure to act within
               the time specified in this contract (or if no
               time is specified, within a reasonable time), an
               adjustment shall be made for any increase in the
               cost of performance of this contract (excluding
               profit) necessarily caused by an unreasonable
               suspension, delay, or interruption and the
               contract modified in writing accordingly.
               However, no adjustment shall be made under this
               clause for any suspension, delay, or
               interruption to the extent (1) that performance
               would have been so suspended, delayed, or
               interrupted by any other cause, including the
               fault or negligence of the Contractor or (2) for
               which an equitable adjustment is excluded under
               any provision of this contract.
          
          (3)  No claim under this clause shall be allowed (1)
               for any costs incurred more than 20 days before
               the Contractor shall have notified the
               procurement officer in writing of the act or
               failure to act involved (but this requirement
               shall not apply as to a claim resulting from a
               suspension order), and (2) unless the claim, in
               an amount stated, is asserted in writing as soon
               as practicable after the termination of a
               suspension, delay, or interruption, but not
               later than the date of final payment under the
               contract."
     
     5.   Differing Site Conditions.
          Mandatory provision for all construction contracts:
          Differing Site Conditions
          "(1) The Contractor shall promptly, and before such
               conditions are disturbed, notify the procurement
               officer in writing of: (1) subsurface or latent
               physical conditions at the site differing
               materially from those indicated in this
               contract, or (2) unknown physical conditions at
               the site of an unusual nature, differing
               materially from those ordinarily encountered and
               generally recognized as inhering in work of the
               character provided for in this contract. The
               procurement officer shall promptly investigate
               the conditions, and if he finds that such
               conditions do materially so differ and cause an
               increase or decrease in the Contractor's cost
               of, or the time required for, performance of any
               part of the work under this contract, whether or
               not changed as a result of such conditions, an
               equitable adjustment shall be made and the
               contract modified in writing accordingly.
          
          (2)  No claim of the Contractor under this clause
               shall be allowed unless the Contractor has given
               the notice required in (1) above; provided,
               however, the time prescribed therefor may be
               extended by the University.
          
          (3)  No claim by the Contractor for an equitable
               adjustment hereunder shall be allowed if
               asserted after final payment under this con
               tract."
     
     6.   Disputes.
          Mandatory provision for all construction contracts:
     
          "A.  This contract is subject to the USM Procurement
               Policies and Procedures
          B.   Except as otherwise provided in this contract or
               by law, all disputes arising under or as a
               result of a breach of this contract that are not
               disposed of by mutual agreement shall be
               resolved in accordance with this clause.
          C.   As used herein, claim means a written demand or
               assertion by one of the parties seeking, as a
               legal right, the payment of money, adjustment or
               interpretation of contract terms, or other
               relief, arising under or relating to this
               contract. A voucher, invoice, or request for
               payment that is not in dispute when submitted is
               not a claim under this clause. However, if the
               submission subsequently is not acted upon in a
               reasonable time, or is disputed as to liability
               or amount, it may be converted to a claim for
               the purpose of this clause.
          D.   Within 30 days after contractor knows or should
               have known of the basis for a claim relating to
               this contract, contractor shall file a written
               notice of claim with the procurement officer.
          E.   Contemporaneously with, or within 30 days after,
               the filing of a notice of claim, contractor
               shall submit the written claim to the pro
               curement officer. If contractor so requests, the
               procurement officer, on conditions the
               procurement officer deems satisfactory to the
               unit, may extend the time in which contractor
               must submit the claim. An example of when a
               procurement officer may grant an extension
               includes situations in which the procurement
               officer finds that a contemporaneous or timely
               cost quantification following the filing of the
               notice of claim is impossible or impractical.
          F.   The claim shall set forth all the facts
               surrounding the controversy. Contractor, at the
               discretion of the procurement officer, may be
               afforded an opportunity to be heard and to offer
               evidence in support of the claim.
          G.   The procurement officer shall mail or deliver
               written notification of the final decision
               within:
               (1)  90 days after the procurement officer
                    receives the claim if the claim is an
                    amount for which the Appeals Board
                    accelerated procedure, set forth in COMAR
                    21.10.06.12, may be used;
               (2)  180 days after the procurement officer
                    receives the claim for a claim not covered
                    under G(1) of this regulation; or
               (3)  A longer period that the procurement
                    officer and contractor agree to in writing.
          H.   The final decision may award a contract claim
               only for those expenses incurred not more than
               30 days before contractor was initially required
               to have filed the notice of claim.
          I.   The procurement officer's decision is the final
               action of the University. If the procurement
               officer fails to render a final decision within
               the time required, contractor may deem the
               failure to be a final decision not to pay the
               claim.
          J.   If the final decision grants the claim in part
               and denies the claim in part, the University
               shall pay contractor the undisputed amount.
               Payment of the partial claim is not an admission
               of liability by the University and does not
               preclude the University from recovering the
               amount paid if a subsequent determination
               modifies the final decision.
          K.   Contractor may file a written appeal with the
               Maryland State Board of Contract Appeals within
               30 days of receipt of notice of the decision.
          L.   Pending resolution of a claim, contractor shall
               proceed diligently with the performance of the
               contract in accordance with the procurement
               officer's decision."
     
     7.   Site Investigation.
          Mandatory provision for all construction contracts:
          Site Investigation
          "The Contractor acknowledges that he has investigated
          and satisfied himself as to the conditions affecting
          the work, including but not restricted to those
          bearing upon transportation, disposal, handling and
          storage of materials, availability of labor, water,
          electric power, roads and uncertainties of weather,
          river stages, tides or similar physical conditions at
          the site, the conformation and conditions of the
          ground, the character of equipment and facilities
          needed preliminary to and during prosecution of the
          work. The Contractor further acknowledges that he has
          satisfied himself as to the character, quality and
          quantity of surface and subsurface materials or
          obstacles to be encountered insofar as this
          information is reasonably ascertainable from an
          inspection of the site, including all exploratory
          work done by the University, as well as from
          information presented by the drawings and specifica
          tions made a part of this contract. Any failure by
          the Contractor to acquaint himself with the available
          information may not relieve him from responsibility
          for estimating properly the difficulty or cost of
          successfully performing the work. The University
          assumes no responsibility for any conclusions or
          interpretations made by the Contractor on the basis
          of the information made available by the University."
     
     8.   Default, Delay and Time Extensions.
          Mandatory provision for all construction contracts:
          Termination for Default-Damages for Delay-Time
          Extensions
          "(1) If the Contractor refuses or fails to prosecute
               the work, or any separable part thereof, with
               such diligence as shall insure its completion
               within the time specified in this contract, or
               any extension thereof, or fails to complete said
               work within this time, the University may, by
               written notice to the Contractor, terminate his
               right to proceed with the work or the part of
               the work as to which there has been delay. In
               this event the University may take over the work
               and prosecute the same to completion, by
               contract or otherwise, and may take possession
               of and utilize in completing the work the
               materials, appliances, and plant as may be on
               the site of the work and necessary therefor.
               Whether or not the Contractor's right to proceed
               with the work is terminated, he and his sureties
               shall be liable for any damage to the University
               resulting from his refusal or failure to
               complete the work within the specified time.
          (2)  If fixed and agreed liquidated damages are
               provided in the contract and if the University
               so terminates the Contractor's right to proceed,
               the resulting damage shall consist of such
               liquidated damages until a reasonable time as
               may be required for final completion of the work
               together with any increased costs occasioned the
               University in completing the work.
          (3)  If fixed and agreed liquidated damages are
               provided in the contract and if the University
               does not so terminate the Contractor's right to
               proceed, the resulting damage shall consist of
               these liquidated damages until the work is
               completed or accepted.
          (4)  The Contractor's right to proceed may not be so
               terminated nor the contractor charged with
               resulting damages if:
               (a)  The delay in the completion of the work
                    arises from unforeseeable causes beyond the
                    control and without the fault or negligence
                    of the Contractor, including but not
                    restricted to, acts of God, acts of the
                    public enemy, acts of the State in either
                    its sovereign or contractual capacity, acts
                    of another Contractor in the performance of
                    a contract with the University, fires,
                    floods, epidemics, quarantine restrictions,
                    strikes, freight embargoes, unusually
                    severe weather, or delays of subcontractors
                    or suppliers arising from unforeseeable
                    causes beyond the control and without the
                    fault or negligence of both the Contractor
                    and the subcontractors or suppliers; and
               (b)  The Contractor, within 10 days from the
                    beginning of any such delay (unless the
                    procurement officer grants a further period
                    of time before the date of final payment
                    under the contract), notifies the
                    procurement officer in writing of the
                    causes of delay. The procurement officer
                    shall ascertain the facts and the extent of
                    the delay and extend the time for
                    completing the work when, in his judgment,
                    the findings of fact justify such an
                    extension, and his findings of fact shall
                    be final and conclusive on the parties,
                    subject only to appeal as provided in the
                    "Disputes" clause of this contract.
          (5)  If, after notice of termination of the
               Contractor's right to proceed under the
               provisions of this clause, it is determined for
               any reason that the Contractor was not in
               default under the provisions of this clause, or
               that the delay was excusable under the
               provisions of this clause, the rights and
               obligations of the parties shall, if the
               contract contains a clause providing for
               termination for convenience of the University,
               be the same as if the notice of termination had
               been issued pursuant to the Termination for
               Convenience clause. If, in the foregoing
               circumstances, this contract does not contain a
               clause providing for termination for convenience
               of the University, the contract shall be
               equitably adjusted to compensate for the
               termination and the contract modified
               accordingly; failure to agree to any such
               adjustment shall be a dispute concerning a
               question of fact within the meaning of the
               clause of this contract entitled "Disputes".
          (6)  The rights and remedies of the University
               provided in this clause are in addition to any
               other rights and remedies provided by law or
               under this contract.
          (7)  As used in paragraph (4) (a) of this clause, the
               term subcontractors or suppliers means
               subcontractors or suppliers at any tier."
     
     9.   Liquidated Damages.
          Mandatory provision for all construction contracts
          unless the University head determines that the
          exclusion of the clause is in the best interest of
          the University:
          "Liquidated Damages"
          "Time is an essential element of the contract and it
          is important that the work be vigorously prosecuted
          until completion."
          "For each day that any work shall remain uncompleted
          beyond the time(s) specified elsewhere in the
          contract, the Contractor shall be liable for
          liquidated damages in the amount(s) provided for in
          the solicitation, provided, however, that due account
          shall be taken of any adjustment of specified
          completion time(s) for completion of work as granted
          by approved change orders."
     
     10.  Termination for Convenience.
          Mandatory provision for all construction contracts:
          Termination for Convenience of the University
          "(1) The- performance of work under this contract may
               be terminated by the University 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 University. 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 University 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 University 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 he may require, which
                    approval or ratification shall be final for
                    all the purposes of this clause;
               (f)  Transfer title and deliver to the
                    University, 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
                         University;
               (g)  Use his 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) above;
                    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 University 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 University 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
                         University to remove such items or
                         enter into a storage agreement
                         covering them. Not later than 15 days
                         thereafter, the University 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.
     
          (3)  After receipt of a Notice of Termination, the
               Contractor shall submit to the procurement
               officer his termination claim, in the form and
               with certification prescribed by the procurement
               officer. Such claim shall be submitted promptly
               but in no event later than one year from the
               effective date of termination, unless one or
               more extensions in writing are granted by the
               procurement officer, upon request of the
               Contractor made in writing within such one year
               period or authorized extension thereof. However,
               if the procurement officer determines that the
               facts justify such action, he may receive and
               act upon any such termination claim at any time
               after such one year period or any extension
               thereof. Upon failure of the Contractor to
               submit his termination claim within the time
               allowed, the procurement officer may determine,
               on the basis of information available to him,
               the amount, if any, due to the Contractor by
               reason of the termination and shall thereupon
               pay to the Contractor the amount so determined.
     
          (4)  Subject to the provisions of paragraph (3), the
               contractor and the procurement officer may agree
               upon the whole or any part of the amount or
               amounts to be paid to the Contractor by reason
               of the total or partial termination of work
               pursuant to this clause, which amount or amounts
               may include a reasonable allowance for profit on
               work done; provided, that such agreed amount or
               amounts, exclusive of settlement costs, shall
               not exceed the total contract price as reduced
               by the amount of payments otherwise made and as
               further reduced by the contract price of work
               not terminated. The contract shall be amended
               accordingly, and the Contractor shall be paid
               the agreed amount. Nothing in paragraph (5) of
               this clause, prescribing the amount to be paid
               to the Contractor in the event of failure of the
               Contractor and the procurement officer to agree
               upon the whole amount to be paid to the
               Contractor by reason of the termination of work
               pursuant to this clause, shall be deemed to
               limit, restrict, or otherwise determine or
               affect the amount or amounts which may be agreed
               upon to be paid to the contractor pursuant to
               this paragraph.
     
          (5)  In the event of the failure of the Contractor
               and the procurement officer to agree, as
               provided in paragraph (4), upon the whole amount
               to be paid to the Contractor by reason of the
               termination of work pursuant to this clause, the
               procurement officer shall pay to the Contractor
               the amounts determined by the procurement
               officer as follows, but without duplication of
               any amounts agreed upon in accordance with
               paragraph (4).
               (a)  With respect to all contract work performed
                    before the effective date of the Notice of
                    Termination, the total (without duplication
                    of any items) of:
                    (i)  The cost of the work;
                    (ii) The cost of settling and paying claims
                         arising out of the termination of work
                         under subcontracts or orders as
                         provided in paragraph (2)(e) above,
                         exclusive of the amounts paid or
                         payable on account of supplies or
                         materials delivered or services
                         furnished by the subcontractor before
                         the effective date of the Notice of
                         Termination of Work under this
                         contract, which amounts shall be
                         included in the cost on account of
                         which payment is made under (i) above;
                         and
                   (iii) A sum, as profit on (i) above,
                         determined by the procurement officer,
                         to be fair and reasonable; provided,
                         however, that if it appears that the
                         contractor would have sustained a loss
                         on the entire contract had it been
                         completed, no profit shall be included
                         or allowed under this subdivision
                         (iii) and an appropriate adjustment
                         shall be made reducing the amount of
                         the settlement to reflect the
                         indicated rate of loss; and
               
               (b)  The reasonable cost of the preservation and
                    protection of property, incurred pursuant
                    to paragraph (2) (i); and any other
                    reasonable cost incidental to termination
                    of work under this contract, including
                    expense incidental to the determination of
                    the amount due to the Contractor as the
                    result of the termination of work under
                    this contract.
                         
                    The total sum to be paid to the Contractor
                    under (a) above, shall not exceed the total
                    contract price as reduced by the amount of
                    payments otherwise made and as further
                    reduced by the contract price of work not
                    terminated. Except for normal spoilage, and
                    except to the extent that the University
                    shall have otherwise expressly assumed the
                    risk of loss, there shall be excluded from
                    the amounts payable to the Contractor under
                    (a) above, the fair value, as determined by
                    the procurement officer, of property which
                    is destroyed, lost, stolen, or damaged so
                    as to become undeliverable to the
                    University, or to a buyer pursuant to
                    paragraph (2) (g).
     
          (6)  Costs claimed, agreed to, or determined pursuant
               to (3), (4), (5), and (9) hereof shall be in
               accordance with the USM Procurement Policies and
               Procedures as in effect on the date of this
               contract.
     
          (7)  The Contractor shall have the right of appeal,
               under the clause of this contract entitled
               "Disputes", from any determination made by the
               procurement officer under paragraph (2), (5), or
               (9) hereof, except that if the Contractor has
               failed to submit his claim within the time
               provided in paragraph (3) or (9) hereof, and has
               failed to request extension of such time, he
               shall have no such right of appeal. In any case
               where the procurement officer has made a
               determination of the amount due under paragraph
               (3), (5), or (9) hereof, the University shall
               pay to the Contractor the following: (a) if
               there is no right of appeal hereunder or if no
               timely appeal has been taken, the amount so
               determined by the procurement officer, or (b) if
               an appeal has been taken, the amount finally
               determined on such appeal.
     
          (8)  In arriving at the amount due the Contractor
               under this clause there shall be deducted (a)
               all unliquidated advance or other payments or
               account theretofore made to the Contractor,
               applicable to the terminated portion of this
               contract, (b) any claim which the University may
               have against the Contractor in connection with
               this contract, and (c) the agreed price for, or
               the proceeds of sale of any materials, supplies,
               or other things acquired by the Contractor or
               sold, pursuant to the provisions of this clause,
               and not otherwise recovered by or credited to
               the University.
     
          (9)  If the termination hereunder be partial, the
               Contractor may file with the procurement officer
               a claim for an equitable adjustment of the price
               or prices specified in the contract relating to
               the continued portion of the contract (the
               portion not terminated by the Notice of
               Termination), and such equitable adjustment as
               may be agreed upon shall be made in such price
               or prices. Any claim by the Contractor for an
               equitable adjustment under this clause shall be
               asserted within ninety (90) days from the
               effective date of the termination notice, unless
               an extension is granted in writing by the
               procurement officer.
     
          (10) The University may from time to time, under such
               terms and conditions as it may prescribe, make
               partial payments and payments on account against
               costs incurred by the Contractor in connection
               with the terminated portion of this contract
               whenever in the opinion of the procurement
               officer the aggregate of such payments shall be
               within the amount to which the Contractor shall
               be entitled hereunder. If the total of such
               payments is in excess of the amount finally
               agreed or determined to be due under this
               clause, such excess shall be payable by the
               Contractor to the University upon demand,
               together with interest computed at the legal
               rate for the period from the date such excess
               payment is received by the contractor to the
               date on which the excess is repaid to the
               University; provided, however, that no interest
               shall be charged with respect to any such excess
               payment attributable to a reduction in the
               Contractor's claim by reason of retention or
               other disposition of termination inventory until
               ten days after the date of the retention or
               disposition, or a later date as determined by
               the procurement officer by reason of the
               circumstances.
     
          (11) Unless otherwise provided for in this contract,
               or by applicable statute, the Contractor shall,
               from the effective date of termination until the
               expiration of three years after final settlement
               under this contract, preserve and make available
               to the University at all reasonable times at the
               office of the Contractor but without direct
               charge to the University, all his books,
               records, documents and other evidence bearing on
               the costs and expenses of the contractor under
               this contract and relating to the work
               terminated hereunder, or, to the extent approved
               by the procurement officer, photographs,
               microphotographs, or other authentic
               reproductions thereof."

     11.  Performance and Payment Bonds
          Mandatory provision for all construction contracts
          exceeding $100,000:
          A.   Performance Bond.  The required performance Bond
               shall be in the form specified in Section G.1 of
               these Uniform Contract Terms and Conditions.

          B.   Payment Bond.  The required payment bond shall
               be in the form specified in Section G.2 of these
               Uniform Contract Terms and Conditions.