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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 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 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, 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. Such
<br />written analysis shall be in accordance with the procedures developed and prescribed by the State. The
<br />preparation of reports in a timely manner shall be the responsibility of Grantee and failure to comply may
<br />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, 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 produet of any type, ineluding 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 or Goods under this contract, and shall maintain
<br />such records for a period of three (3) years after the date of termination of this contract or final
<br />payment hereunder, whichever is later, or for such further period as may be necessary to resolve any
<br />matters which may be pending, or until an audit has been completed; provided, that if an audit by or
<br />on behalf of the Federal and/or Colorado State government has begun but is not completed or audit
<br />findings have not been resolved after a three (3) year period, such materials shall be retained until
<br />the resolution of the audit findings.
<br />11.2 Grantee shall permit the State, the Federal Government or any other duly authorized agent of a
<br />governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Grantee's records
<br />during the term of this contract and for a period of three (3) years following termination of this
<br />contract or final payment hereunder, whichever is later, to assure compliance with the terms hereof
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