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B.Notice and Cure Period <br /> In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in <br /> the manner provided in§16. If such breach is not cured within 30 days of receipt of written notice,or if a <br /> cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued <br /> with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything <br /> to the contrary herein,the State, in its sole discretion,need not provide advance notice or a cure period and <br /> may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety <br /> or to prevent immediate public crisis. <br /> 15. REMEDIES <br /> If Grantee is in breach under any provision of this Grant,the State shall have all of the remedies listed in this <br /> §15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period <br /> set forth in§14(B). The State may exercise any or all of the remedies available to it, in its sole discretion, <br /> concurrently or consecutively. <br /> A. Termination for Cause and/or Breach <br /> If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its <br /> completion in accordance with the provisions of this Grant and in a timely manner,the State may notify <br /> Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to <br /> promptly cure such non-performance within the cure period,the State, at its option,may terminate this <br /> entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. <br /> Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. Grantee shall <br /> continue performance of this Grant to the extent not terminated, if any. <br /> i. Obligations and Rights <br /> To the extent specified in any termination notice, Grantee shall not incur further obligations or render <br /> further performance hereunder past the effective date of such notice, and shall terminate outstanding <br /> orders and sub-Grants with third parties.However, Grantee shall complete and deliver to the State all <br /> Work, Services and Goods not cancelled by the termination notice and may incur obligations as are <br /> necessary to do so within this Grant's terms. At the sole discretion of the State, Grantee shall assign to <br /> the State all of Grantee's right,title,and interest under such terminated orders or sub-Grants. Upon <br /> termination,Grantee shall take timely,reasonable and necessary action to protect and preserve <br /> property in the possession of Grantee in which the State has an interest. All materials owned by the <br /> State in the possession of Grantee shall be immediately returned to the State. All Work Product,at the <br /> option of the State, shall be delivered by Grantee to the State and shall become the State's property. <br /> ii. Payments <br /> The State shall reimburse Grantee only for accepted performance up to the date of termination.If, after <br /> termination by the State, it is determined that Grantee was not in breach or that Grantee's action or <br /> inaction was excusable, such termination shall be treated as a termination in the public interest and the <br /> rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public <br /> interest,as described herein. <br /> iii.Damages and Witholding <br /> Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State <br /> for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the <br /> State may withhold any payment to Grantee for the purpose of mitigating the State's damages,until <br /> such time as the exact amount of damages due to the State from Grantee is determined. The State may <br /> withhold any amount that may be due to Grantee as the State deems necessary to protect the State, <br /> including loss as a result of outstanding liens or claims of former lien holders,or to reimburse the <br /> State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for <br /> excess costs incurred by the State in procuring from third parties replacement Work, Services or <br /> substitute Goods as cover. <br /> B.Early Termination in the Public Interest <br /> The State is entering into this Grant 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 Grant ceases to further <br /> the public policy of the State,the State, in its sole discretion,may terminate this Grant in whole or in part. <br /> Page 8 of 15 <br />