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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 /> Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This <br /> subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee,which <br /> shall be governed by§15(A)or as otherwise specifically provided for herein. <br /> i. Method and Content <br /> The State shall notify Grantee of such termination in accordance with§16.The notice shall specify the <br /> effective date of the termination and whether it affects all or a portion of this Grant. <br /> ii. Obligations and Rights <br /> Upon receipt of a termination notice,Grantee shall be subject to and comply with the same obligations <br /> and rights set forth in§15(A)(i). <br /> iii. Payments <br /> If this Grant is terminated by the State pursuant to this§15(B),Grantee shall be paid an amount which <br /> bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily <br /> performed bear to the total Services covered by this Grant,less payments previously made. <br /> Additionally, if this Grant is less than 60%completed,the State may reimburse Grantee for a portion <br /> of actual out-of-pocket expenses(not otherwise reimbursed under this Grant)incurred by Grantee <br /> which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; <br /> provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to <br /> Grantee 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 Grantee's performance with respect to all or any portion of this Grant pending necessary <br /> corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or <br /> performance schedule. Grantee shall promptly cease performance and incurring costs in accordance <br /> with the State's directive and the State shall not be liable for costs incurred by Grantee after the <br /> suspension of performance under this provision. <br /> ii.Withold Payment <br /> Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and <br /> completed. <br /> Page 9 of 16 <br />