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13. REMEDIES <br />A. State's Remedies <br />If Grantee is in breach under any provision of this Agreement and fails to cure such breach, <br />the State, following the notice and cure period set forth in §12.B., shall have all of the <br />remedies listed in this §13.A., in addition to all other remedies set forth in this Agreement or <br />at law. The State may exercise any or all of the remedies available to it, in its discretion, <br />concurrently or consecutively. <br />i. Termination for Breach <br />In the event of Grantee's uncured breach, the State may terminate this entire Agreement <br />or any part of this Agreement. Grantee shall continue performance of this Agreement <br />to the extent not terminated, if any. <br />a. Obligations and Rights <br />To the extent specified in any termination notice, Grantee shall not incur further <br />obligations or render further performance past the effective date of such notice, <br />and shall terminate outstanding orders and subcontracts with third parties. <br />However, Grantee shall complete and deliver to the State all Work not cancelled <br />by the termination notice, and may incur obligations as necessary to do so within <br />this Contract's terms. At the request of the State, Grantee shall assign to the State <br />all of Grantee's rights, title, and interest in and to such terminated orders or <br />subcontracts. Upon termination, Grantee shall take timely, reasonable and <br />necessary action to protect and preserve property in the possession of Grantee but <br />in which the State has an interest. At the State's request, Grantee shall return <br />materials owned by the State in Grantee's possession at the time of any <br />termination. Grantee shall deliver all completed Work Product and all Work <br />Product that was in the process of completion to the State at the State's request. <br />b. Payments <br />Notwithstanding anything to the contrary, the State shall only pay Grantee for <br />accepted Work received as of the date of termination. If, after termination by the <br />State, the State agrees 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 <br />public interest, and the rights and obligations of the Parties shall be as if this <br />Agreement had been terminated in the public interest under §2.E. <br />C. Damages and Withholding <br />Notwithstanding any other remedial action by the State, Grantee shall remain <br />liable to the State for any damages sustained by the State in connection with any <br />breach by Grantee, and the State may withhold payment to Grantee for the purpose <br />of mitigating the State's damages until such time as the exact amount of damages <br />due to the State from Grantee is determined. The State may withhold any amount <br />that may be due Grantee as the State deems necessary to protect the State against <br />loss including, without limitation, loss as a result of outstanding liens and excess <br />costs incurred by the State in procuring from third parties replacement Work as <br />cover. <br />Contract Number: CTGGI 2018-1467 Page 12 of 22 Version 0817 <br />