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• • <br /> iii.Damages and Withholding <br /> Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State for <br /> any damages sustained by the State by virtue of any breach under this Contract by Contractor and the <br /> State may withhold any payment to Contractor for the purpose of mitigating the State's damages,until <br /> such time as the exact amount of damages due to the State from Contractor is determined. The State <br /> may withhold any amount that may be due Contractor as the State deems necessary to protect the State <br /> against loss, including loss as a result of outstanding liens,claims of former lien holders, or for the <br /> excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs <br /> 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,in 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.Withhold 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, cannot <br /> be performed or, if performed, would be of no value to the State;provided,that any denial of payment <br /> 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 /> Page 9 of 15 <br />