Common use of TERMINATION FOR THE CONVENIENCE OF THE STATE Clause in Contracts

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work as specified in the Notice of Termination, regardless of any delay in determining or adjusting any amounts due under this clause. c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- contracts. The Contractor shall submit the proposal promptly, but no later than thirty (30) days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. d) The Contractor and the State may agree upon the whole or any part of the amount to be paid or refunded as requested under subsection (c) above; e) Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. The State will pay the Contractor the Contract price for Services accepted or utilized by the State; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed. f) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work proceed with the following obligations, as specified in the Notice of Terminationapplicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: i. Stop work as specified in the Notice of Termination. ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- contractsState. The Contractor shall submit the proposal promptly, but no later than thirty (30) 90 days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. d) The Contractor and the State may agree upon the whole or any part of the amount to be paid or refunded as requested under subsection (c) above;. e) Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. The , the State will pay the Contractor the Contract price for Services accepted or utilized by the Statefollowing amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed: i. The Contract price for Deliverables or services accepted or retained by the State and not previously paid for, adjusted for any savings on freight and other charges; and ii. The total of: A. The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B. The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C. Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. f) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) date After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work as specified in the Notice of Termination, regardless of any delay in determining or adjusting any amounts due under this clause. c) ; After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- sub-contracts. The Contractor shall submit the proposal promptly, but no later than thirty (30) days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. d) ; The Contractor and the State may agree upon the whole or any part of the amount to be paid or refunded as requested under subsection (c) above; e) ; Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. : The State will pay the Contractor the Contract price for Services accepted or utilized by the State; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed. f) . In the event that the State has paid the Contractor in advance for Services on a subscription basis, the Contractor shall prorate the subscription fees to the effective date of termination, and promptly refund the balance of the paid subscription fees. The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, designee shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) . After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work proceed with the following obligations, as specified in the Notice of Terminationapplicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: i. Stop work as specified in the Notice of Termination. c) ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts. After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- contractsState. The Contractor shall submit the proposal promptly, but no later than thirty (30) 90 days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. d) . The Contractor and the State may agree upon the whole or any part of the amount to be paid or refunded as requested under subsection (c) above; e) . Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. The , the State will pay the Contractor the Contract price for Services accepted or utilized by the Statefollowing amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed.: f) i. The Contract price for Deliverables or services accepted or retained by the State and not previously paid for, adjusted for any savings on freight and other charges; and ii. The total of: A. The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B. The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C. Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work proceed with the following obligations, as specified in the Notice of Terminationapplicable, regardless of any delay in determining or adjusting any amounts due under this clause. c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- contracts. The Contractor shall submit the proposal promptly, but no later than thirty shall: (30i) days after the effective date of termination, unless a different time is provided in the Statement of Work or Stop work as specified in the Notice of Termination. d(ii) The Contractor and Place no further subcontracts for materials, services, or facilities, except as necessary to complete the State may agree upon the whole or any part continuing portion of the amount Contract. (iii) Terminate all sub-Contracts to be paid or refunded as requested under subsection the extent they relate to the work terminated. (civ) aboveSettle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; ec) Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. The , the State will pay the Contractor the Contract price for Services accepted or utilized by the Statefollowing amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed: (i) The Contract price for Deliverables or services accepted by the State and not previously paid for, adjusted for any savings on freight and other charges; and (ii) The total of: A) The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B) The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C) Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. fd) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.

TERMINATION FOR THE CONVENIENCE OF THE STATE. a) The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, or the Department of Technology, Deputy Director, Statewide Technology Procurement, or designee, as applicable, shall terminate by delivering to the Contractor a Notice notice of Termination specifying the extent of termination and the effective date thereof, which shall be no less than fifteen (15) days from the Notice of Termination date. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately stop work proceed with the following obligations, as specified in the Notice of Terminationapplicable, regardless of any delay in determining or adjusting any amounts due under this clause. c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State except that in no instance shall the Contractor seek nor will the State pay for Services not utilized or costs not specified on an order for Services regardless of Contractors’ liability or costs for materials, equipment, Software, facilities, or sub- contracts. The Contractor shall submit the proposal promptly, but no later than thirty shall: (30i) days after the effective date of termination, unless a different time is provided in the Statement of Work or Stop work as specified in the Notice of Termination. d(ii) The Contractor and Place no further subcontracts for materials, services, or facilities, except as necessary to complete the State may agree upon the whole or any part continuing portion of the amount Contract. (iii) Terminate all subcontracts to be paid or refunded as requested under subsection the extent they relate to the work terminated. (civ) aboveSettle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; ec) Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience. i. The , the State will pay the Contractor the Contract price for Services accepted or utilized by the Statefollowing amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed: (i) The Contract price for Deliverables or services accepted by the State and not previously paid for, adjusted for any savings on freight and other charges; and (ii) The total of: A) The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B) The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C) Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. fd) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause.