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interest shali accrue with respect to unpaid amounts for which the State has delivered to Grantee
<br />notice of a good faith dispute. Grantee shall invoice the State separately for accrued interest on
<br />delinquent amounts. The billing shall reference the delinquent payment, the number of day's interest
<br />to be paid and the applicable interest rate.
<br />8. Inspection and Acceptance
<br />The State reserves the right to inspect Services provided under this Contract at all reasonable times and
<br />places during the term of this Contract, including any extensions. If any of the Services or Goods does not
<br />conform to Contract requirements, the State may require Grantee to promptly perform the Services again in
<br />conformity with Contract requirements, at no additional cost to the State. When defects in the quality or
<br />quantity of Services cannot be corrected by re-performance, the State may:
<br />(a) require Grantee to take necessary action to ensure that future performance conforms to this
<br />Contract requirements; and
<br />(b) equitably reduce the payment due to Grantee to reflect the reduced value of the Services
<br />performed.
<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, Grantee shall submit, on a quarterly basis
<br />and upon termination or completion of work, a written progress report analyzing the perFormance under this
<br />Contract and specifying progress made for each activity identified in Grantee's duties and obligations.
<br />Such written analysis shall be in accordance with the procedures developed and prescribed by the State.
<br />The preparation of reports in a timely manner shall be the responsibility of Grantee and failure to comply
<br />may result in the delay of payment of funds and/or termination of this Contract. Required reports shall be
<br />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, Scope of Work, or in other
<br />exhibits to this Contract, shall take precedence over this general reporting provisian.
<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 Grantee 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 Grantee 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 Grantee shall not use, willingly allow, cause or permit such property to be used for any purpose other
<br />than the performance of Grantee's obligations under this Contract, without the prior written consent of
<br />the State. The rights of the State with respect to such property shall include, but not be limited to, the
<br />right to copy, publish, display, transfer, prepare derivative works, or otherwise use such property.
<br />11. Maintenance, Inspection and Monitoring of Records
<br />11.1 Grantee shall maintain a complete file of all records, documents, communications, notes and other
<br />written materials or electronic media, files or communications, which pertain in any manner to the
<br />operation of programs or the delivery of Services under this Contract, and shall maintain such
<br />records for a period of three (3) years after the date of termination of this Contract or final payment
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