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� <br />� <br />U <br />(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 DefaulUCause <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 or 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 <br />Page 8 of 15 <br />