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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 less <br />than 60% completed, the State may reimburse the contractor for a portion of actual out-of-pocket <br />expenses (not otherwise reimbursed under this contract) incurred by Contractor during the contract <br />period which are directly attributable to the uncompleted portion of Contractor's obligations covered <br />by this contract. In no event shall reimbursement under this clause exceed the contract amount. If <br />this contract is terminated for cause, or due to the fault of the Contractor, the Termination for Cause <br />or Default provisian shall apply. <br />22. Termination for Default/Cause <br />Ifi 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 />such 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 Contractor for accepted work or deliverables received <br />up 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 Contractor, or <br />materials owned by the State in the possession of Gontractor, 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, Contractor 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 or substitute goods as <br />cover. Notwithstanding any remedial action by the State, Contractor also shali remain iiable to the State for <br />any damages sustained by the State by virtue of any breach by Contractor and the State may withhold any <br />payment to Contractor for the purpose of mitigating the State's damages, until such time as the exact <br />amount of damages due to the State from Contractor is determined. Upon termination by the State, <br />Contractor shall take timely, reasonable and necessary action to protect and preserve property in the <br />possession of Contractor in which the State has an interest. Further, the State may withhold amounts due <br />to Contractor as the State deems necessary to protect the State against loss because of outstanding liens <br />or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring similar <br />goods or services. Any action taken by the State hereunder or pursuant to paragraph 15 shall not be <br />cause for Contractor to terminate this Contract for default or material breach. If, after termination by the <br />State, it is determined for any reason that Contractor was not in default or that Contractor's action/inaction <br />was excusable, such termination shall be treated as a termination for convenience and the rights and <br />obligations of the parties shall be the same as if this contract had been terminated for convenience, as <br />described herein. <br />23. Insurance <br />23.1 The Contractor shall obtain, and maintain at all times during the term of this agreement, insurance in <br />the following kinds and amounts: <br />a. Worker's Compensation Insurance as required by state statute, and Employer's Liability Insurance <br />covering all of the Contractor's employees acting within the course and scope of their <br />employment. <br />Page 8 of 14 <br />