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ii. Withhold Payment
<br />Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and
<br />completed.
<br />iii. Deny Payment
<br />Deny payment for those obligations not performed, that due to Grantee's actions or inactions, cannot
<br />be performed or, if performed, would be of no value to the State; provided, that any denial of payment
<br />shall be reasonably related to the value to the State of the obligations not performed.
<br />iv. Removal
<br />Demand removal of any of Grantee's employees, agents, or Subgrantees whom the State deems
<br />incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued
<br />relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest.
<br />v. Intellectual Property
<br />If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right
<br />while performing its obligations under this Grant, Grantee shall, at the State's option (a) obtain for the
<br />State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other
<br />product involved with non-infringing products or modify them so that they become non-infringing; or,
<br />(c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods,
<br />Services, or products and refund the price paid therefore to the State.
<br />16. NOTICES and REPRESENTATIVES
<br />Each individual identified below is the principal representative of the designating Pariy. All notices reyuired to
<br />be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
<br />Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy
<br />notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from
<br />time to time designate by written notice substitute addresses or persons to whom such notices shall be sent.
<br />Unless otherwise provided herein, all notices shall be effective upon receipt.
<br />A. State:
<br />Jonathan Hernandez, Pro'ect Mana er
<br />Colorado Water Conservation Board
<br />1313 Sherman Street, Room 718
<br />Denver, CO 80203
<br />'onathan.hernandez state.co.us
<br />B. Grantee:
<br />17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
<br />Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models,
<br />materials, or Work Product of any type, including drafts, prepared by Grantee in the performance of its
<br />obligations under this Grant shall be the nonexclusive property of the State and, all Work Product shall be
<br />delivered to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such
<br />Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare
<br />derivative works.
<br />18. GOVERNMENTAL IMMUNITY
<br />Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied,
<br />of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental
<br />Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property
<br />arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials,
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