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specified in the Contract and in Exhibit A. The total duration of this Contract, including any <br />automatic extensions, shall not exceed three (3) years from its Effective Date with the <br />maximum term date of June 30, 2028. <br />D. Reserved. <br />E. Early Termination in the Public Interest <br />The State is entering into this Contract to serve the public interest of the State of Colorado <br />as determined by its Governor, General Assembly, or Courts. If this Contract ceases to <br />further the public interest of the State, the State, in its discretion, may terminate this <br />Contract in whole or in part. A determination that this Contract should be terminated in the <br />public interest shall not be equivalent to a State right to terminate for convenience. This <br />subsection shall not apply to a termination of this Contract by the State for breach by <br />Contractor, which shall be governed by which shall be governed by the termination clause <br />under §12. <br />i. Method and Content <br />The State shall notify Contractor of such termination in accordance with §14. The <br />notice shall specify the effective date of the termination and whether it affects all or a <br />portion of this Contract, and shall include, to the extent practicable, the public interest <br />justification for the termination. <br />ii. Obligations and Rights <br />Upon receipt of a termination notice for termination in the public interest, Contractor <br />shall be subject to the rights and obligations set forth in which shall be governed by <br />the termination clause under §12. <br />iii. Payments <br />If the State terminates this Contract in the public interest, the State shall pay <br />Contractor an amount equal to the percentage of the total reimbursement payable <br />under this Contract that corresponds to the percentage of Work satisfactorily <br />completed and accepted, as determined by the State, less payments previously made. <br />Additionally, if this Contract is less than 60% completed, as determined by the State, <br />the State may reimburse Contractor for a portion of actual out-of-pocket expenses, not <br />otherwise reimbursed under this Contract, incurred by Contractor which are directly <br />attributable to the uncompleted portion of Contractor's obligations, provided that the <br />sum of any and all reimbursement shall not exceed the maximum amount payable to <br />Contractor hereunder. <br />3. DEFINITIONS <br />The following terms shall be construed and interpreted as follows: <br />A. "Breach of Contract" means the failure of a Party to perform any of its obligations in <br />accordance with this Contract, in whole or in part or in a timely or satisfactory manner If <br />Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term <br />of this Contract, then such debarment or suspension shall constitute a breach. <br />B. "Business Day" means any day in which the State is open and conducting business, but <br />shall not include Saturday, Sunday or any day on which the State observes one of the <br />holidays listed in §24-11-101(1), C.R.S. <br />Contract Number: Page 3 of 20 Version <br />12.1.2024 <br />10 <br />