Version (03/21/14) 12
22.
Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will
provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop
work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will
either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order.
The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a
stop work period.
23.
Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as
determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b)
becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed
against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of
its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any
reference to specific breaches being material breaches within this Contract will not be construed to mean that
other breaches are not material.
If the State terminates this Contract under this Section, the State will issue a termination notice specifying
whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If
it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have
been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties
will be limited to those provided in Section 24, Termination for Convenience.
The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before
the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s
reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the
State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition
costs, and any costs the State incurs to procure the Contract Activities from other sources.
24.
Termination for Convenience. The State may immediately terminate this Contract in whole or in part without
penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice
will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b)
continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State
terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for
State approved Transition Responsibilities.
25.
Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must,
for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition
assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to
continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to
the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform
the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to
transition performance of the work, including all applicable Contract Activities, training, equipment, software,
leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and
appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the
State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any
entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s
discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract
termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile
all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be
extended through the end of the transition period.
26.
General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions,
agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and
all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to
establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of
Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of
any of the promises, agreements, representations, warranties, or insurance requirements contained in this
Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right
of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or
in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by
anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of
Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).