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particular part of this contract that the State determines in good faith would not be beneficial or <br />in the State's best interests due to Contractor's substantial non-performance. Accordingly, the <br />State shall not be liable to Contractor for costs incurred after the State has duly notified <br />Contractor of the suspension of performance under this provision, and Contractor shall <br />promptly cease performance and incurring costs in accordance with the State's directive; <br />(b) Withhold payment to Contractor until the necessary Services or Goods or corrections in <br />performance, development or manufacture are satisfactorily completed; <br />(c) Request the removal from work on this contract of employees or agents of Contractor identified <br />by the State, in its reasonable judgment, identifies as being incompetent, careless, <br />insubordinate, unsuitable, or otherwise unacceptable, or whose continued employment on this <br />contract the State deems to be contrary to the public interest or not in the best interests of the <br />State; <br />(d) Deny payment for those Services or obligations which have not been performed and/or Goods <br />which have not been provided and which, due to circumstances caused by Contractor, cannot <br />be performed, or if performed would be of no value to the State. Denial of the amount of <br />payment must be reasonably related to the value of work or performance lost to the State; <br />and/or <br />(e) Terminate this contract for default. <br />The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them <br />individually or simultaneously. <br />21. Termination for Convenience <br />21.1 When the interests of the State so require, the State may terminate this contract in whole or in part, <br />for the convenience of the State. The State shall give written notice of termination to Contractor <br />specifying the termination of all or a portion of this contract and the effective date of such. Exercise <br />by the State of this termination for convenience provision shall not be deemed a breach of contract <br />by the State. Upon receipt of written notice, Contractor shall incur no further obligations in <br />connection with the terminated work and, on the date set in the notice of termination, Contractor shall <br />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 />Goods or deliverables satisfactorily delivered or installed bear to the total Services, Goods or <br />deliverables covered by this contract, less payments of compensation previously made. In addition, <br />for contracts that are less than 60% completed, the State may reimburse the contractor for a portion <br />of actual out-of-pocket expenses (not otherwise reimbursed under this contract) incurred by <br />Contractor during the contract period which are directly attributable to the uncompleted portion of <br />Contractor's obligations covered by this contract. In no event shall reimbursement under this clause <br />exceed the contract amount. If this contract is terminated for cause, or due to the fault of the <br />Contractor, the 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 contract, <br />the State may notify Contractor in writing of such non-performance. If Contractor fails to promptly correct <br />Page 8 of 15 <br />