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<br />MIAMI-DADE COUNTY. FLORIDA
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<br />Contract No. RFP683
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<br />ARTICLE 25. NOTICE OF DEFAULT - OPPORTUNITY TO CURE
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<br />If an Event of Default occurs, in the determination of the County, the County may so notify the
<br />Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor
<br />that such default must be cured immediately or this Agreement with the County may be
<br />terminated. Notwithstanding, the County may, in its sole discretion, allow the Contractor to
<br />rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The
<br />County may grant an additional period of such duration as the County shall deem appropriate
<br />without waiver of any of the County's rights hereunder, so long as the Contractor has
<br />commenced curing such defa~lt and is effectuating a cure with diligence and continuity during
<br />such thirty (30) day period or any other period which the County prescribes. The default notice
<br />shall specify the date the Contractor shall discontinue the Services upon the Termination Date.
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<br />ARTICLE 26. REMEDIES IN THE EVENT OF DEFAULT
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<br />If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the
<br />default, inCluding but not limited to:
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<br />a) lost revenues;
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<br />b) the difference between the cost associated with procuring Services hereunder and the
<br />amount actually expended by the County for reprocurement of Services, including
<br />procurement and administrative costs; and,
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<br />c) such other direct damages.
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<br />The Contractor shall also remain liable for any liabilities and claims related to the Contractor's
<br />default. The County may also bring any suit or proceeding for specific performance or for an
<br />injunction.
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<br />ARTICLE 27. PATENT AND COPYRIGHT INDEMNIFICATION
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<br />a) The Contractor warrants that all Deliverables furnished hereunder, including but not
<br />limited to: equipment programs, documentation, software, analyses, applications,
<br />methods, ways, processes, and the like, do not infringe upon or violate any patent,
<br />copyrights, service marks, trade secret, or any other third party proprietary right~.
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<br />b) The Contractor shall be liable and responsible for any and all claims made against the
<br />County for infringement of patents, copyrights, service marks, trade secrets or any other
<br />third party proprietary rights, by the use or supplying of any programs, documentation,
<br />software, analyses, applications, methods, ways, processes, and the like, in" the course
<br />of performance or completion of, or in any way connected with, the Work, or the
<br />County's continued use of the Deliverables furnished hereunder. Accordingly, the
<br />Contractor at its own expense, including the payment of attorney's fees, shall indemnify,
<br />and hold harmless the County and defend any action brought against the County with
<br />respect to any claim, demand, cause of action, debt, or liability.
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<br />c) In the event any Deliverable or anything provided to the County hereunder, or portion
<br />thereof is held to constitute an infringement and its use is or may be "enjoined, the
<br />Contractor shall have the obligation to, at the County's option to (i) modify, or require that
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<br />Rev. 11/24/09 n
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