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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:CTGG1 2018-1605 Page 12 of 22 Version 0817 <br />