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November 17, 1995 <br />clause, and <br />121 assign to the State, in the manner, at the time, and to the extent directed by the <br />Principal Representative, all of the right, title, and interest of the Contractor under the <br />orders and subcontracts so terminated, in which case the State shall have the right, in <br />its discretion, to settled or pay any or all claims arising out of the termination of such <br />orders and subcontracts. <br />Icl The Contractor shall submit his termination claim to the Principal Representative promptly after <br />receipt of a Notice of Termination, but in no event later than ninety (901 days from the <br />effective date of termination, unless one or more extensions in writing are granted by the <br />Principal Representative upon written request of the Contractor within such one year period <br />or authorized extension thereof. Upon failure of the Contractor to submit his termination claim <br />within the time allowed, the Principal Representative may determine, on the basis of <br />information available to him, the amount, if any, due to the Contractor by reason of the <br />termination and shall thereupon pay to the Contractor the amount so determined. <br />Idl Costs claimed, agreed to, or determined pursuant to lcl above and le) below shall be in <br />accordance with the provisions of ARTICLE 107 (COST PRINCIPLES) of the Colorado <br />Procurement Code and Rules as in effect on the date of this Contract. <br />le) Subject to the provisions of paragraph Icl above, the Contractor and the Principal <br />Representative may agree upon the whole or any part of the amount or amounts to be paid to <br />the Contractor by reason of the termination under this clause, which amount or amounts may <br />include any reasonable cancellation charges thereby incurred by the Contractor and any <br />reasonable loss upon outstanding commitments for personal services which he is unable to <br />cancel; provided, however, that in connection with any outstanding commitments for personal <br />services which the Contractor is unable to cancel, the Contractor shall have exercised <br />reasonable diligence to divert such commitments to his other activities and operations. Any <br />such agreement shall be embodied in an amendment to this Contract and the Contractor shall <br />be paid the agreed amount. <br />If) The State may from time to time, under such terms and conditions as it may prescribe, make <br />partial payments against costs incurred by the Contractor in connection with the termination <br />portion of this Contract, whenever, in the opinion of the Principal Representative, the aggregate <br />of such payments is within the amount to which the Contractor will be entitled hereunder. <br />Igl The Contractor agrees to transfer title and deliver to the State, in the manner, at the time, and <br />to the extent, if any, directed by the Principal Representative, such information and items <br />which, if the Contract had been completed, would have been required to be furnished to the <br />State, including: <br />111 completed or partially completed plans, drawings and information; and <br />121 materials or equipment produced or in process or acquired in connection with the <br />performance of the work terminated by the Notice. <br />Other than the above, any termination inventory resulting from the termination of the Contract <br />may, with written approval of the Principal Representative, be sold or acquired by the <br />Contractor under the conditions prescribed by and at a price or prices approved by the Principal <br />Representative. The proceeds of any such disposition shall be applied in reduction of any <br />payments to be made by the State to the Contractor under this Contract or shall otherwise be <br />credited to the price or cost of work covered by this Contract or paid in such other manner as <br />the Principal Representative may direct. Pending final disposition of property arising from the <br />termination, the Contractor agrees to take such action as may be necessary, or as the Principal <br />Representative may direct, for the protection and preservation of the property related to this <br />Contract which is in the possession of the Contractor and in which the State has or may <br />DMG-16 <br />