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the State all of Grantee's right, title, and interest under such terminated orders or subcontracts. 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 Withholding <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, 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 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 accardance <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 />Page 9 of 16 <br />