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af actual out-of-pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portian of Grantee's obligations hereunder; provided that the sum of any and alt reimbursement shali not exceed the maximurn amount payable to Grantee hereunder. C. Remedies Not Invalving Terminallon The State, in its sole discretian, may exercise one or more of the following remedies in additian to other remedies available ta it: i. Suspend Performance Suspend Grantee's performance with respect to ait or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price%ost or performance schedule. Grantee shall promptly cease performance and incumng casts in accordance with the State's directive and the State shall not be liable for costs incurr�d by Grantee after the suspension of performance under this provision. ii. Withhold 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 act�ons or inactians, 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 ofthe obligations not performed. iv. Removal Demand removal of any of Grantee's employees, agents, or Subgrantees whbm the State deems incompetent, careless, insubardinate, unsuitable, or otherwise unacceptable, �or whose continuetl relation to this Grant is deerned to be contrary to the public interest or not in the State's best interest. v. Inteltectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other inte!lectual properly 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 sa that they become non-infringing; or, (c) if neither of the foregoing aiternatives are reasonably available, remove siny 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. Atl notices required to be given hereunder shall be hand delivered with receipt required or sent by certified oa registered mait to such Party's principal representative at the address set forth below. In addition to, but not i» lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mait addresses, if any, set farth below. Either Pariy may fram time to time designate by written norice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. State: Kirk Russell, Section Chief Colorado Water Conservation Board 1313 Sherman Street Room 718 Denver, CO 80203 kirk.russel[ state.co.us B. Grantee: Marc Catlin Mantrose Coun 317 South Seeond Street Montrose, Colorado, 81401 mcattin montrosecoun .net Page l0 of 16