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19. Compliance with Applicable Law
<br /> 19.1 Contractor shall at all times during the execution of this contract strictly adhere to, and comply with,
<br /> all applicable Federal and Colorado State laws, and their implementing regulations, as they currently
<br /> exist and may hereafter be amended, which laws and regulations are incorporated herein by this
<br /> reference as terms and conditions of this contract. Contractor also shall require compliance with
<br /> such laws and regulations by subcontractors under subcontracts permitted under this contract.
<br /> REMEDIES
<br /> 20. Remedies
<br /> In addition to any other remedies provided for in this contract, and without limiting the remedies otherwise
<br /> available at law or in equity, the State may exercise the following remedial actions if Contractor
<br /> substantially fails to satisfy or perform the duties and obligations in this contract. "Substantial failure" to
<br /> satisfy duties and obligations shall be defined to mean material, insufficient, incorrect or improper
<br /> performance, activities, or inaction by Contractor. These remedial actions are as follows:
<br /> (a) Suspend Contractor's performance pending necessary corrective action as specified by the
<br /> State, without Contractor's entitlement to adjustment in price/cost or schedule. Furthermore, at
<br /> the State's option, a directive to suspend may include suspension of this entire contract or any
<br /> particular part of this contract that the State determines in good faith would not be beneficial or
<br /> in the State's best interests due to Contractor's substantial non-performance. Accordingly, the
<br /> State shall not be liable to Contractor for costs incurred after the State has duly notified
<br /> Contractor of the suspension of performance under this provision, and Contractor shall
<br /> promptly cease performance and incurring costs in accordance with the State's directive;
<br /> (b) Withhold payment to Contractor until the necessary Services or corrections in performance,
<br /> development or manufacture are satisfactorily completed;
<br /> (c) Request the removal from work on this contract of employees or agents of Contractor identified
<br /> by the State, in its reasonable judgment, as being incompetent, careless, insubordinate,
<br /> unsuitable, or otherwise unacceptable, or whose continued employment on this contract the
<br /> State deems to be contrary to the public interest or not in the best interests of the State;
<br /> (d) Deny payment for those Services or obligations which have not been performed which have
<br /> not been provided and which, due to circumstances caused by Contractor, cannot be
<br /> performed, or if performed would be of no value to the State. Denial of the amount of payment
<br /> must be reasonably related to the value of work or performance lost to the State; and/or
<br /> (e) Terminate this contract for default.
<br /> The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of them
<br /> individually or simultaneously.
<br /> 21. Termination for Convenience
<br /> 21.1 When the interests of the State so require, the State may terminate this contract in whole or in part,
<br /> for the convenience of the State. The State shall give written notice of termination to Contractor
<br /> specifying the termination of all or a portion of this contract and the effective date of such. Exercise
<br /> by the State of this termination for convenience provision shall not be deemed a breach of contract
<br /> by the State. Upon receipt of written notice, Contractor shall incur no further obligations in
<br /> connection with the terminated work and, on the date set in the notice of termination, Contractor shall
<br /> stop work to the extent specified. Contractor also shall terminate outstanding orders and
<br /> subcontracts as they relate to the terminated work. All finished or unfinished documents, data,
<br /> studies, research, surveys, drawings, maps, models, photographs, and reports or other materials
<br /> prepared by Contractor under this contract shall, at the option of the State, be delivered by
<br /> Contractor to the State and shall become the State's property. The State may direct Contractor to
<br /> assign Contractor's right, title, and interest under terminated orders or subcontracts to the State.
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