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(c) Request the removal from work on this Contract of employees or agents of Grantee 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 which have
<br />not been provided and which, due to circumstances caused by Grantee, cannot be performed,
<br />or if performed would be of no value to the State. Denial of the amount of payment must be
<br />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 />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 Grantee
<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, Grantee shall incur no further obligations in connection
<br />with the terminated work and, on the date set in the notice of termination, Grantee shall stop work to
<br />the extent specified. Grantee also shall terminate outstanding orders and subcontracts as they relate
<br />to the terminated work. All finished or unfinished documents, data, studies, research, surveys,
<br />drawings, maps, models, photographs, and reports or other materials prepared by Grantee under this
<br />Contract shall, at the option of the State, be delivered by Grantee to the State and shall become the
<br />State's property. The State may direct Grantee to assign Grantee's right, title, and interest under
<br />terminated orders or subcontracts to the State. Grantee 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 />21.2 If this Contract is terminated by the State as provided herein, Grantee shall be paid an amount which
<br />bears the same ratio to the total compensation as the Services satisfactorily performed or
<br />deliverables satisfactorily delivered bear to the total Services or deliverables covered by this
<br />Contract, less payments of compensation previously made. In addition, for Contracts that are less
<br />than 60% completed, the State may reimburse the Grantee for a portion of actual out-of-pocket
<br />expenses (not otherwise reimbursed under this Contract) incurred by Grantee during the Contract
<br />period which are directly attributable to the uncompleted portion of Grantee's obligations covered by
<br />this Contract. In no event shall reimbursement under this clause exceed the Contract amount. If this
<br />Contract is terminated for cause, or due to the fault of the Grantee, the Termination for Cause or
<br />Default provision shall apply.
<br />22. Termination for Default/Cause
<br />If Grantee 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 Grantee in writing of such non-performance. If Grantee fails to promptly correct such
<br />delay ar non-performance within the time specified, the State, may at its option, terminate this entire
<br />Contract or such part of this Contract as to which there has been delay or a failure to properly perform. If
<br />terminated for cause, the State shall only reimburse Grantee for accepted work or deliverables received up
<br />to the date of termination and final payments may be withheld. In the event of termination, all finished or
<br />unfinished documents, data, studies, research surveys, reports, other materials prepared by Grantee, or
<br />materials owned by the State in the possession of Grantee, at the option of the State, shall be returned
<br />immediately to the State or retained by the State as its property. At the State's option, Grantee shall
<br />continue performance of this Contract to the extent not terminated, if any, and shall be liable for excess
<br />costs incurred by the State in procuring from third parties replacement Services as cover. Notwithstanding
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