Laserfiche WebLink
incurred by the State in procuring from third parties replacement Work, Services or substitute Goods <br />as cover. <br />B. Early Termination in the Public Interest <br />The State is entering into this Contract for the purpose of carrying out the public policy of the State of <br />Colorado, as determined by its Governor, General Assembly, and /or Courts. If this Contract ceases to <br />further the public policy of the State, the State, in its sole discretion, may terminate this Contract in whole <br />or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations <br />hereunder. This subsection shall not apply to a termination of this Contract by the State for cause or breach <br />by Contractor, which shall be governed by §15(A) or as otherwise specifically provided for herein. <br />i. Method and Content <br />The State shall notify Contractor of such termination in accordance with §16. The notice shall specify <br />the effective date of the termination and whether it affects all or a portion of this Contract. <br />ii. Obligations and Rights <br />Upon receipt of a termination notice, Contractor shall be subject to and comply with the same <br />obligations and rights set forth in §15(A)(i). <br />iii. Payments <br />If this Contract is terminated by the State pursuant to this §15(B), Contractor shall be paid an amount <br />which bears the same ratio to the total reimbursement under this Contract as Contractor's obligations <br />that were satisfactorily performed bear to the total obligations set forth in this Contract, less payments <br />previously made. Additionally, if this Contract is less than 60% completed, the State may reimburse <br />Contractor for a portion of actual out -of- pocket expenses (not otherwise reimbursed under this <br />Contract) incurred by Contractor which are directly attributable to the uncompleted portion of <br />Contractor's obligations hereunder; provided that the sum of any and all reimbursement shall not <br />exceed the maximum amount payable to Contractor hereunder. <br />C. Remedies Not Involving Termination <br />The State, its sole discretion, may exercise one or more of the following remedies in addition to other <br />remedies available to it: <br />i. Suspend Performance <br />Suspend Contractor's performance with respect to all or any portion of this Contract pending <br />necessary corrective action as specified by the State without entitling Contractor to an adjustment in <br />price /cost or performance schedule. Contractor shall promptly cease performance and incurring costs <br />in accordance with the State's directive and the State shall not be liable for costs incurred by <br />Contractor after the suspension of performance under this provision. <br />ii. Withold Payment <br />Withhold payment to Contractor until corrections in Contractor's performance are satisfactorily made <br />and completed. <br />iii. Deny Payment <br />Deny payment for those obligations not performed, that due to Contractor's actions or inactions, <br />cannot be performed or, if performed, would be of no value to the State; provided, that any denial of <br />payment shall be reasonably related to the value to the State of the obligations not performed. <br />iv. Removal <br />Notwithstanding any other provision herein, the State may demand immediate removal of any of <br />Contractor's employees, agents, or subcontractors whom the State deems incompetent, careless, <br />insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is <br />deemed to be contrary to the public interest or the State's best interest. <br />v. Intellectual Property <br />If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual property <br />right while performing its obligations under this Contract, Contractor shall, at the State's option (a) <br />obtain for the State or Contractor the right to use such products and services; (b) replace any Goods, <br />Services, or other product involved with non - infringing products or modify them so that they become <br />non - infringing; or, (c) if neither of the forgegoing alternatives are reasonably available, remove any <br />infringing Goods, Services, or products and refund the price paid therefore to the State. <br />Page 9of15 <br />