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interest of the State. Termination of work hereunder shall be effected by delivery to the Contractor of a Notice of
<br /> Termination specifying the extent to which performance of work under the Contract is terminated and the date
<br /> upon which such termination becomes effective.
<br /> (b) After receipt of the Notice of Termination the Contractor shall cancel his outstanding commitments hereunder
<br /> covering the procurement of materials,supplies,equipment and miscellaneous items. In addition,the Contractor
<br /> shall exercise all reasonable diligence to accomplish the cancellation or diversion of his outstanding commitments
<br /> covering personal services and extending beyond the date of such termination to the extent that they relate to the
<br /> performance of any work terminated by the Notice. With respect to such canceled commitments the Contractor
<br /> agrees to:
<br /> (1) settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with
<br /> approval or ratification of the Principal Representative,to the extent he may require,which approval or
<br /> ratification shall be final for all purposes of this clause,and
<br /> (2) assign to the State,in the manner,at the time,and to the extent directed by the Principal Representative,
<br /> all of the right,title,and interest of the Contractor under the orders and subcontracts so terminated, in
<br /> which case the State shall have the right,in its discretion,to settled or pay any or all claims arising out of
<br /> the termination of such orders and subcontracts.
<br /> (c) The Contractor shall submit his termination claim to the Principal Representative promptly after receipt of a Notice
<br /> of Termination, but in no event later than ninety(90)days from the effective date of termination, unless one or
<br /> more extensions in writing are granted by the Principal Representative upon written request of the Contractor
<br /> within such one year period or authorized extension thereof. Upon failure of the Contractor to submit his
<br /> termination claim within the time allowed,the Principal Representative may determine,on the basis of information
<br /> available to him,the amount,if any,due to the Contractor by reason of the termination and shall thereupon pay to
<br /> the Contractor the amount so determined.
<br /> (d) Costs claimed, agreed to, or determined pursuant to (c)above and (e) below shall be in accordance with the
<br /> provisions of ARTICLE 107(COST PRINCIPLES)of the Colorado Procurement Code and Rules as in effect on
<br /> the date of this Contract.
<br /> (e) Subject to the provisions of paragraph (c) above, the Contractor and the Principal Representative may agree
<br /> upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination
<br /> under this clause,which amount or amounts may include any reasonable cancellation charges thereby incurred
<br /> by the Contractor and any reasonable loss upon outstanding commitments for personal services which he is
<br /> unable to cancel;provided,however,that in connection with any outstanding commitments for personal services
<br /> which the Contractor is unable to cancel,the Contractor shall have exercised reasonable diligence to divert such
<br /> commitments to his other activities and operations. Any such agreement shall be embodied in an amendment to
<br /> this Contract and the Contractor shall be paid the agreed amount.
<br /> (f) The State may from time to time, under such terms and conditions as it may prescribe, make partial payments
<br /> against costs incurred by the Contractor in connection with the termination portion of this Contract,whenever,in
<br /> the opinion of the Principal Representative,the aggregate of such payments is within the amount to which the
<br /> Contractor will be entitled hereunder.
<br /> (g) The Contractor agrees to transfer title and deliver to the State,in the manner,at the time,and to the extent,if any,
<br /> directed by the Principal Representative,such information and items which,if the Contract had been completed,
<br /> would have been required to be furnished to the State, including:
<br /> (1) completed or partially completed plans,drawings and information;and
<br /> (2) materials or equipment produced or in process or acquired in connection with the performance of the
<br /> work terminated by the Notice.
<br /> Other than the above,any termination inventory resulting from the termination of the Contract may,with written
<br /> approval of the Principal Representative,be sold or acquired by the Contractor under the conditions prescribed by
<br /> and at a price or prices approved by the Principal Representative. The proceeds of any such disposition shall be
<br /> applied in reduction of any payments to be made by the State to the Contractor under this Contract or shall
<br /> otherwise be credited to the price or cost of work covered by this Contract or paid in such other manner as the
<br /> Principal Representative may direct. Pending final disposition of property arising from the termination, the
<br /> Contractor agrees to take such action as may be necessary,or as the Principal Representative may direct,for the
<br /> protection and preservation of the property related to this Contract which is in the possession of the Contractor
<br /> and in which the State has or may acquire an interest.
<br /> (h) Any disputes as to questions of fact which may arise hereunder shall be subject to the provisions of ARTICLE 109
<br /> (REMEDIES)of the Colorado Procurement Code.
<br /> Article 45. CONTRACTOR'S RIGHT TO STOP WORK OR TERMINATE CONTRACT
<br /> If the work shall be stopped under an order of any court or other public authority for a period of three(3)months through no
<br /> act or fault of the Contractor or of any one employed by him,then the Contractor may,on seven(7)days'written Notice to
<br /> Colorado Division of Minerals and Geology GENERAL BID SPECIFICATIONS
<br /> June 1,2002 Page 11
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