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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 has
<br /> been pursued with due diligence,the State may exercise any of the remedies set forth in§15.
<br /> Notwithstanding anything to the contrary herein,the State, in its sole discretion,need not provide advance
<br /> notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably
<br /> necessary to preserve public safety 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 subcontracts with third parties.However,Grantee shall complete and deliver to the State
<br /> all Work, Services and Goods not cancelled by the termination notice and may incur obligations as
<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 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.
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