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(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 made available to the State for its non-exclusive use but shall
<br />remain the property of the Contractor for further use in the Halligan-Seaman Water Management
<br />Project—Shared Vision Planning Process.
<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 />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 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 Contractor, the Termination for Cause or
<br />Default provision shall apply.
<br />21. Termination for DefaulUCause
<br />If 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, or other materials prepared by Contractor,
<br />at the option of the State, shall be made available to the State for its non-exclusive use but shall remain the
<br />property of the Contractor for further use in the Halligan-Seaman Water Management Project—Shared
<br />Vision Planning Process. Any materials owned by the State in the possession of the Contractor shall be
<br />returned immediately to the State. At the State's option, Contractor shall continue performance of this
<br />contract to the extent not terminated, if any, and shall be liable for excess costs incurred by the State in
<br />procuring from third parties replacement services or substitute goods as cover. Notwithstanding any
<br />remedial action by the State, Contractor also shall remain liable to the State for any damages sustained by
<br />the State by virtue of any breach by Contractor and the State may withhold any payment to Contractor for
<br />the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the
<br />State from Contractor is determined. Upon termination by the State, Contractor shall take timely,
<br />reasonable and necessary action to protect and preserve property in the possession of Contractor in which
<br />the State has an interest. Further, the State may withhold amounts due to Contractor as the State deems
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