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and conditions of this contract. Contractor also shall require compliance with such laws and regulations by <br />subcontractors under subcontracts permitted under this contract. <br />REMEDIES <br />19. Remedies <br />In addition to any other remedies provided for in this contract, and without limiting the remedies otherwise <br />available at taw or in equity, the State may exercise the following remedial actions if Contractor <br />substantially fails to satisfy or perform the duties and obligations in this contract. "Substantial failure" to <br />satisfy duties and obligations shall be defined to mean material, insufficient, incorrect or improper <br />performance, activities, or inaction by Contractor. These remedial actions are as follows: <br />(a) Suspend Contractor's pertormance pending necessary corrective action as specified by the <br />State, without Contractor's entitlement to adjustment in price/cost or schedule. Furthermore, at <br />the State's option, a directive to suspend may include suspension of this entire contract or any <br />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 corrections in performance, <br />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, as being incompetent, careless, insubordinate, <br />unsuitable, or otherwise unacceptable, or whose continued employment on this contract the <br />State deems to be contrary to the public interest or not in the best interests of the State; <br />(d) Deny payment for those Services or obligations which have not been performed which have <br />not been provided and which, due to circumstances caused by Contractor, cannot be <br />performed, or if performed would be of no value to the State. Denial of the amount of payment <br />must be reasonably related to the value of work or performance lost to the State; 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 />20. Termination for Convenience <br />20.1 When the interests of the State so require, the State may terminate this contract in whole or in part, for <br />the convenience of the State. The State shall give written notice of termination to Contractor specifying <br />the termination of all or a portion of this contract and the effective date of such. Exercise by the State <br />of this termination for convenience provision shall not be deemed a breach of contract by the State. <br />Upon receipt of written notice, Contractor shall incur no further obligations in connection with the <br />terminated work and, on the date set in the notice of termination, Contractor shall stop work to the <br />extent specified. Contractor also shall terminate outstanding orders and subcontracts as they relate to <br />the terminated work. All finished or unfinished documents, data, studies, research, surveys, drawings, <br />maps, models, photographs, and reports or other materials prepared by Contractor under this contract <br />shall, at the option of the State, be delivered by Contractor to the State and shall become the State's <br />property. The State may direct Contractor to assign Contractor's right, title, and interest under <br />terminated orders or subcontracts to the State. Contractor shall complete and deliver to the State the <br />work not terminated by the notice of termination and may incur obligations as are necessary to do so <br />within the contract terms. <br />20.2 If this contract is terminated by the State as provided herein, Contractor shall be paid an amount which <br />bears the same ratio to the total compensation as the Services satisfactorily performed or the <br />Page 7 of 14 <br />