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A. Terminatioa for Cause and/or Breac6 If Grantee fails to perforrn any of its abligations hereunder with such diligence as is required ta ensure its completion in accordance with the provisions af this Grant and io a.timely manner, the State may notify Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period, the State, at its option, may terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obiigations hereunder. Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specifial in any termination notice, Grantee shat! not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding arders and subcontracts with third parties. However, Grantee shall camplete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as necessary to do sa within this Grant's terms. At the sole discretion of the State, Grantee shatl assign to the State all of Grantee's right, title, and interest under such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonabie and necessary action to protect and preserve property in the possessian of Grantee in which the State has an interest. Ail materials owned by the State in the possession of Grantee shall be immediately returned ta the State. All Work Product, at the option of the State, shail be delivered by Grantee to the State and shall became the State's property. ii. Payments The State shall reimburse Grantee only for accepted perfarmance up to the d�ate of terminarion. If, after terminatian by the State, it is determined that Grantee was nat in breach or t}hat Grantee's action or inactian was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shatl be the same as if this Grant had been terminated in the public interest, as described herein. iii.Damages and Wit6holding Natwithstanding any other remedial action by the State, Grantee also shatl r�main liable to the State for any damages sustained by the State by virtue of any breach under this Gr�nt by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating th� State's damages, until such time as the exact amount of damages due ta the State from Grantee is dbtermined. The State may withhotd any amount that may be due ta Grantee as the State deems necessaty to prabect the State, including loss as a resutt of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liabte for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Grant far the purpose of carrying out the pubtic pal�cy of the State of Colorado, as deterrnined by its Governor, General Assembly, and/or Courts. If this Grant cesses to further the public policy of the State, the State, in its sole discretion, may terminate this Girant in whole ar in part. Exercise by the Sta,te of this right shalt not constitute a breach of the State°s obligations hereunder. This subsection shall not apply to a termination ofthis Grant by the State for cause or breach by Grantee, which shall be governed by §IS(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee ofsuch termination in accordance with §Ib. The aotice shall specify the effective date of the termination and whether it affects all or a portian of this Grant. ii. Obtigations aad Rights Upon receipt of a terminatian notice, Grantee shall t� subject to and comply�, with the same obligations and rights set forth in §15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this §15(B), Grantee shail' be paid an amount which bears the same ratia to the total reimbursement under this Grant as the Servi�es satisfactorily performed bear to the total Services covered by this Grant, less payments pr�viausly made. Additionally, if this Grant is less than 6Q% completed, the State may reimburse Grantee for a portion Page 9 of 16