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connection with the terminated work and, on the date set in the notice of termination, Contractor
<br />shall stop work to the extent specified. Contractor also shall terminate outstanding orders and
<br />subcontracts as they relate to the terminated work. All finished or unfinished documents, data,
<br />studies, research, surveys, drawings, maps, models, photographs, and reports or other materials
<br />prepared by Contractor under this contract shall, at the option of the State, be delivered by
<br />Contractor to the State and shall become the State's property. The State may direct Contractor to
<br />assign Contractor's right, title, and interest under terminated orders or subcontracts to the State.
<br />Contractor shall complete and deliver to the State the work not terminated by the notice of
<br />termination and may incur obligations as are necessary to do so within the contract terms.
<br />21.2 If this contract is terminated by the State as provided herein, Contractor shall be paid an amount
<br />which bears the same ratio to the total compensation as the Services satisfactorily performed or the
<br />deliverables satisfactorily delivered or installed bear to the total Services or deliverables covered by
<br />this contract, less payments of compensation previously made. In addition, for contracts that are
<br />less than 60% completed, the State may reimburse the contractor for a portion of actual out-of-
<br />pocket expenses (not otherwise reimbursed under this contract) incurred by Contractor during the
<br />contract period which are directly attributable to the uncompleted portion of Contractor's obligations
<br />covered by this contract. In no event shall reimbursement under this clause exceed the contract
<br />amount. If this contract is terminated for cause, or due to the fault of the Contractor, the
<br />Termination for Cause or Default provision shall apply.
<br />22. Termination for Default/Cause
<br />If Contractor refuses or fails to perform any of the provisions of this contract with such diligence as will
<br />ensure its completion within the time and pursuant to the requirements and terms specified in this
<br />contract, the State may notify Contractor in writing of such non-performance. If Contractor fails to
<br />promptly correct such delay or non-performance within the time specified, the State, may at its option,
<br />terminate this entire contract or such part of this contract as to which there has been delay or a failure to
<br />properly perform. If terminated for cause, the State shall only reimburse Contractor for accepted work or
<br />deliverables received up to the date of termination and final payments may be withheld. In the event of
<br />termination, all finished or unfinished documents, data, studies, research surveys, reports, other materials
<br />prepared by Contractor, or materials owned by the State in the possession of Contractor, at the option of
<br />the State, shall be returned immediately to the State or retained by the State as its property. At the
<br />State's option, Contractor shall continue performance of this contract to the extent not terminated, if any,
<br />and shall be liable for excess costs incurred by the State in procuring from third parties replacement
<br />services or substitute goods as cover. Notwithstanding any remedial action by the State, Contractor also
<br />shall remain liable to the State for any damages sustained by the State by virtue of any breach by
<br />Contractor and the State may withhold any payment to Contractor for the purpose of mitigating the State's
<br />damages, until such time as the exact amount of damages due to the State from Contractor is
<br />determined. Upon termination by the State, Contractor shall take timely, reasonable and necessary action
<br />to protect and preserve property in the possession of Contractor in which the State has an interest.
<br />Further, the State may withhold amounts due to Contractor as the State deems necessary to protect the
<br />State against loss because of outstanding liens or claims of former lien holders and to reimburse the
<br />State for the excess costs incurred in procuring similar goods or services. Any action taken by the State
<br />hereunder or pursuant to paragraph 15 shall not be cause for Contractor to terminate this Contract for
<br />default or material breach. If, after termination by the State, it is determined for any reason that Contractor
<br />was not in default or that Contractor's action/inaction was excusable, such termination shall be treated as
<br />a termination for convenience and the rights and obligations of the parties shall be the same as if this
<br />contract had been terminated for convenience, as described herein.
<br />23. Insurance
<br />23.1 The Contractor shall obtain, and maintain at all times during the term of this agreement, insurance
<br />in the following kinds and amounts:
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