Metro - Greenway Foundation SPR Implementation_C150509

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Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee,which shall be governed by§15(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with§16.The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice,Grantee shall be subject to and comply with the same obligations and rights set forth in§15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this§15(B), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60%completed,the State may reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Grant)incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The State, its sole discretion,may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii.Withold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed,that due to Grantee's actions or inactions,cannot be performed or, if performed,would be of no value to the State;provided,that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv.Removal Demand removal of any of Grantee's employees, agents, or Sub-grantees whom the State deems incompetent,careless, insubordinate,unsuitable,or otherwise unacceptable, or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent,copyright,trademark,trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall,at the State's option(a)obtain for the State or Grantee the right to use such products and services; (b)replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c)if neither of the forgegoing alternatives are reasonably available,remove any infringing Goods, Services,or products and refund the price paid therefore to the State. 16.NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to,but not in lieu of a hard-copy notice,notice also may be sent by e-mail to the e-mail addresses, if any, set forth below.Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein,all notices shall be effective upon receipt. Page 9 of 15