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D. Remedies Not Involving Termination
<br />The State, in its sole discretion, may exercise one or more of the following remedies in addition to other
<br />remedies available to it:
<br />1 Suspend Performance
<br />Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary
<br />corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or
<br />perfonnance schedule. Grantee shall promptly cease performance and incurring costs in accordance with
<br />the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension
<br />of performance under this provision.
<br />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 be
<br />performed or, if performed, would be of no value to the State; provided, that any denial of payment shall
<br />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 relation
<br />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 Party. All notices required to be
<br />given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's
<br />principal representative at the address set forth below. In addition to, but not in lieu of a hard -copy notice, notice
<br />also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time
<br />designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise
<br />provided herein, all notices shall be effective upon receipt.
<br />A. State:
<br />B. Grantee:
<br />Ezzie Michaels, Grants and Contracts Manager
<br />Department of Public Safety,
<br />Division of Homeland Security and Emergency Management
<br />9195 E. Mineral Ave., Ste. 200
<br />Centennial, CO 80112
<br />Ezzie.michaelsgstate.co.us
<br />Heather Balser, Deputy City Manager
<br />City of Louisville
<br />749 Main Street
<br />Louisville, CO 80027
<br />Email: heatherb@louisvilleco.;ov
<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 obligations
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