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possession at the time of any termination. Contractor shall deliver all completed <br />Work Product and all Work Product that was in the process of completion to the <br />State at the State's request. <br />b. Payments <br />Notwithstanding anything to the contrary, the State shall only pay Contractor for <br />accepted Work received as of the date of termination. If, after termination by the <br />State, the State agrees that Contractor was not in breach or that Contractor's <br />action or inaction was excusable, such termination shall be treated as a <br />termination in the public interest, and the rights and obligations of the Parties <br />shall be as if this Contract had been terminated in the public interest under §2.E. <br />c. Damages and Withholding <br />Notwithstanding any other remedial action by the State, Contractor shall remain <br />liable to the State for any damages sustained by the State in connection with any <br />breach by Contractor, and the State may withhold payment to Contractor for the <br />purpose of mitigating the State's damages until such time as the exact amount of <br />damages due to the State from Contractor is determined. The State may <br />withhold any amount that may be due Contractor as the State deems necessary <br />to protect the State against loss including, without limitation, loss as a result of <br />outstanding liens and excess costs incurred by the State in procuring from third <br />parties replacement Work as cover. <br />ii. Remedies Not Involving Termination <br />The State, in its discretion, may exercise one or more of the following additional <br />remedies: <br />a. Suspend Performance '► <br />Suspend Contractor's performance with respect to all or any portion of the Work <br />pending corrective action as specified by the State without entitling Contractor <br />to an adjustment in price or cost or an adjustment in the performance schedule. <br />Contractor shall promptly cease performing Work and incurring costs in <br />accordance with the State's directive, and the State shall not be liable for costs <br />incurred by Contractor after the suspension of performance. <br />Withhold Payment <br />Withhold payment to Contractor until Contractor corrects its Work. <br />Deny Payment <br />Deny payment for Work not performed, or that due to Contractor's actions or <br />inactions, cannot be performed or if they were performed are reasonably of no <br />value to the state; provided, that any denial of payment shall be equal to the <br />value of the obligations not performed. <br />d. Removal <br />Demand immediate removal of any of Contractor's employees, agents, or <br />Subcontractors from the Work whom the State deems incompetent, careless, <br />insubordinate, unsuitable, or otherwise unacceptable or whose continued relation <br />Contract Number: Page 13 of 20 Version <br />12.1.2024 <br />20 <br />