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ii. Remedies Not Involving Termination <br /> The State, in its discretion, may exercise one or more of the following additional <br /> remedies: <br /> a. Suspend Performance <br /> Suspend Grantee's performance with respect to all or any portion of the Work <br /> pending corrective action as specified by the State without entitling Grantee to an <br /> adjustment in price or cost or an adjustment in the performance schedule. Grantee <br /> shall promptly cease performing Work and incurring costs in accordance with the <br /> State's directive, and the State shall not be liable for costs incurred by Grantee <br /> after the suspension of performance. <br /> b. Withhold Payment <br /> Withhold payment to Grantee until Grantee corrects its Work. <br /> c. Deny Payment <br /> Deny payment for Work not performed, or that due to Grantee's actions or <br /> inactions, cannot be performed or if they were performed are reasonably of no <br /> value to the state;provided,that any denial of payment shall be equal to the value <br /> of the obligations not performed. <br /> d. Removal <br /> Demand immediate removal of any of Grantee's employees, agents, or <br /> Subcontractors from the Work whom the State deems incompetent, careless, <br /> insubordinate, unsuitable, or otherwise unacceptable or whose continued relation <br /> to this Agreement is deemed by the State to be contrary to the public interest or <br /> the State's best interest. <br /> e. Intellectual Property <br /> If any Work infringes, or if the State in its sole discretion determines that any <br /> Work is likely to infringe, a patent, copyright, trademark, trade secret or other <br /> intellectual property right, Grantee shall, as approved by the State (i) secure that <br /> right to use such Work for the State and Contractor; (ii) replace the Work with <br /> noninfringing Work or modify the Work so that it becomes noninfringing;or,(iii) <br /> remove any infringing Work and refund the amount paid for such Work to the <br /> State. <br /> B. Grantee's Remedies <br /> If the State is in breach of any provision of this Agreement and does not cure such breach, <br /> Grantee, following the notice and cure period in§12.B.,and the dispute resolution process in <br /> §13., shall have all remedies available at law and equity. <br /> 14. DISPUTE RESOLUTION <br /> A. Initial Resolution <br /> Except as herein specifically provided otherwise,disputes concerning the performance of this <br /> Agreement which cannot be resolved by the designated Agreement representatives shall be <br /> referred in writing to a senior departmental management staff member designated by the State <br /> and a senior manager designated by Grantee for resolution. <br /> Contract Number:CTGG1 2018-1605 Page 13 of 22 Version 0817 <br />