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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 /> ii. Remedies Not Involving Termination <br /> The State, in its discretion, may exercise one or more of the following additional <br /> remedies: <br /> a. Suspend Performance <br /> Suspend Grantee's performance with respect to all or any portion of the Work <br /> pending corrective action as specified by the State without entitling Grantee to an <br /> adjustment in price or cost or an adjustment in the performance schedule. Grantee <br /> shall promptly cease performing Work and incurring costs in accordance with the <br /> State's directive, and the State shall not be liable for costs incurred by Grantee <br /> after the suspension of performance. <br /> b. Withhold Payment <br /> Withhold payment to Grantee until Grantee corrects its Work. <br /> c. Deny Payment <br /> Deny payment for Work not performed, or that due to Grantee's actions or <br /> inactions, cannot be performed or if they were performed are reasonably of no <br /> value to the state; provided,that any denial of payment shall be equal to the value <br /> of the obligations not performed. <br /> d. Removal <br /> Demand immediate removal of any of Grantee's employees, agents, or <br /> Subcontractors from the Work whom the State deems incompetent, careless, <br /> insubordinate, unsuitable, or otherwise unacceptable or whose continued relation <br /> to this Agreement is deemed by the State to be contrary to the public interest or <br /> the State's best interest. <br /> Contract No. CTGG1 2019-130 Page 14 of 23 <br />