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Article 44. TERMINATION FOR CONVENIENCE OF STATE (a) The performance of work under this Contract may be terminated, in whole or from time to time in part, bythe State whenever for any reason the Principal Representative shall determine that such termination is in the best interest of the State. Termination of work hereunder shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective. (b) After receipt of the Notice of Termination the Contractor shall cancel his outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of his outstanding commitments covering personal services and extending beyond the date of such termination to the extent that they relate to the performance of any work terminated by the Notice. With respect to such canceled commitments the Contractor agrees to: (1) settle all outstanding liabilities and all claims arising out of such cancellation of commihnents, with approval or rafrfication of the Principal Representative, to the extent he may require, which approval or rat'rfication shall be final for all purposes of this clause, and (2) assign to the State, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the order; and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settled or pay any or all claims arising out of the termination of such orders and subcontracts. (c) The Contractor shall submit his termination claim to the Principal Representative promptly after receipt of a Notice of Termination, but in no event later than ninety (90) days from the effective date of termination, unless one or more extensions in wrfing are granted by the Principal Representative upon written request of the Contractor within such one year period or authorized extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. (d) Costs claimed, agreed to, or determined pursuant to (c) above and (e) below shall be in accordance with the provisions of ARTICLE 107 (COST PRINCIPLES) of the Colorado Procurement Code and Rules as in effect on the date of this Contract. (e) Subject to the provisions of paragraph (c) above, the Contractor and the Principal Representative may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable carxellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for personal services which he is unable to cancel; provided, however, that in connection with any outstanding comm'dments for personal services which the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commttments to his other activtties and operations. Any such agreement shall be embodied inan amendment to this Contract and the Contractor shall be paid the agreed amount. (f) The State may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurted by the Contractor in connection with the termination portion of this Contract, whenever, in the opinion of the Principal Representative, the aggregate of such payments is within the amount to which the Contractor will be entitled hereunder. Colorado Division of Minerals & Geology GENERAL BID SPECIFICATIONS 1996 Page 16