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March 1, 1995 <br />as.to the right of the Principal Representative to do the work or to take control of the work. <br />Article 44. TERMINATION FOR CONVENIENCE OF STATE <br />(a) The performance of work under this Contract may be terminated, in whole or from time to time <br />in part, by the State whenever for any reason the Principal Representative shall determine that <br />such termination is in the best interest of the State. Termination of work hereunder shall be <br />effected by delivery to the Contractor of a Notice of Termination specifying the extent to which <br />performance of work under the Contract is terminated and the date upon which such <br />termination becomes effective. <br />(b) After receipt of the Notice of Termination the Contractor shall cancel his outstanding <br />commitments hereunder covering the procurement of materials, supplies, equipment and <br />miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to <br />accomplish the cancellation or diversion of his outstanding commitments covering personal <br />services and extending beyond the date of such termination to the extent that they relate to <br />the performance of any work terminated by the Notice. With respect to such canceled <br />commitments the Contractor. agrees to: <br />(1) settle all outstanding liabilities and all claims arising out of such cancellation of <br />commitments, with approval or ratification of the Principal Representative, to the extent <br />he may require, which approval or ratification shall be final for all purposes of this <br />clause, and <br />(2) 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 />(c) 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 />(d) Costs claimed, agreed to, or determined pursuant to (c) above and (e) below shall be in <br />accordance with the provisions of ARTICLE 107 (COST PRINCIPLES) of the Colorado <br />Procurement Rules as in effect on the date of this Contract. <br />(e) Subject to the provisions of paragraph (c) 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 />DMG-15