|
with the forty-sixth (46th) day at a rate of one percent (1 %) per month until paid in full; provided,
<br />however, that no interest shall accrue with respect to unpaid amounts for which the State has
<br />delivered to Contractor notice of a good faith dispute. Contractor shall invoice the State separately
<br />for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the
<br />number of day's interest to be paid and the applicable interest rate.
<br />8. Inspection and Acceptance
<br />The State reserves the right to inspect Services and Goods provided under this contract at all reasonable
<br />times and places during the term of this contract, including any extensions. If any of the Services or Goods
<br />does not conform to contract requirements, the State may require Contractor to promptly perform the
<br />Services or provide Goods again in conformity with contract requirements, at no additional cost to the
<br />State. When defects in the quality or quantity of Services and Goods cannot be corrected by re-
<br />performance, the State may:
<br />(a) require Contractor to take necessary action to ensure that future performance conforms to this
<br />contract requirements; and
<br />(b) equitably reduce the payment due to Contractor to reflect the reduced value of the Services
<br />performed or Goods provided.
<br />These remedies shall in no way limit the remedies available to the State in other provisions of this contract
<br />or remedies otherwise available in equity or at law, all of which may be exercised by the State, at its option,
<br />in lieu of or in conjunction with the preceding measures. Furthermore, the reduction, delay or denial of
<br />payment under this provision shall not constitute a breach of contract or default by the State.
<br />9. Reporting
<br />Unless otherwise provided in this contract or the exhibits hereto, Contractor shall submit, on a quarterly
<br />basis and upon termination or completion of work, a written progress report analyzing the performance
<br />under this contract and specifying progress made for each activity identified in Contractor's duties and
<br />obligations. Such written analysis shall be in accordance with the procedures developed and prescribed by
<br />the State. The preparation of reports in a timely manner shall be the responsibility of Contractor and failure
<br />to comply may result in the delay of payment of funds and/or termination of this contract. Required reports
<br />shall be submitted to the State not later than the end of each calendar quarter, or at such time as otherwise
<br />specified. Notwithstanding anything herein to the contrary, including without limitation the priority provisions
<br />set forth in Section 35, specific reporting requirements set forth in Exhibit A, Statement of Work, or in other
<br />exhibits to this contract, shall take precedence over this general reporting provision.
<br />10. Rights in Data, Documents, and Computer Software
<br />10.1 Any software, research, reports, studies, data, photographs, negatives or other documents,
<br />drawings, models, materials, or work product of any type, including drafts, prepared by Contractor in
<br />the performance of its obligations under this contract (the "Work Product"), shall be the exclusive
<br />property of the State and all Work Product shall be delivered to the State by Contractor upon
<br />completion, termination, or cancellation of this contract. The rights of the State with respect to such
<br />Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, prepare
<br />derivative works, or otherwise use such Work.
<br />10.2 Contractor shall not use, willingly allow, cause or permit such property to be used for any purpose
<br />other than the performance of Contractor's obligations under this contract, without the prior written
<br />consent of the State. The rights of the State with respect to such property shall include, but not be
<br />limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use such
<br />property.
<br />11. Maintenance, Inspection and Monitoring of Records
<br />11.1 Contractor shall maintain a complete file of all records, documents, communications, notes and other
<br />Page 4 of 15
<br />
|