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<br />11. non-cancelable Deliverables that are not capable of use except in the performance of <br />this Agreement and which have been specifically developed for the sole purpose of <br />this Agreement but not incorporated in the Services. <br /> <br />f) All compensation pursuant to this Article is subject to audit. <br /> <br />ARTICLE 26. EVENT OF DEFAULT <br /> <br />a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without <br />limiting the generality of the foregoing and in addition to those instances referred to herein <br />as a breach, an Event of Default, shall include the following: <br /> <br />1. the Contractor has not delivered Deliverables on a timely basis; <br /> <br />11. the Contractor has refused or failed, except in any case for which an extension of time <br />is provided, to supply enough properly skilled Staff Personnel; <br /> <br />111. the Contractor has failed to make prompt payment to suppliers for any Services; <br /> <br />IV. the Contractor has become insolvent (other than as interdicted by the bankruptcy <br />laws), or has assigned the proceeds received for the benefit of the Contractor's <br />creditors, or the Contractor has taken advantage of any insolvency statute or <br />debtor/creditor law or if the Contractor's affairs have been put in the hands of a <br />receIver; <br /> <br />v. the Contractor has failed to obtain the approval of the City where required by this <br />Agreement; <br /> <br />V1. the Contractor has failed to provide "adequate assurances" as required under <br />subsection "b" below; and <br /> <br />V11. the Contractor has failed in the representation of any warranties stated herein. <br /> <br />b) When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to <br />the Contractor's ability to perform the Services or any portion thereof, the City may request <br />that the Contractor, within the time frame set forth in the City's request, provide adequate <br />assurances to the City, in writing, of the Contractor's ability to <br />perform in accordance with terms of this Agreement. Until the City receives such <br />assurances the City may request an adjustment to the compensation received by the <br />Contractor for portions of the Services which the Contractor has not performed. In the <br />event that the Contractor fails to provide to the City the requested assurances within the <br />prescribed time frame, the City may: <br /> <br />1. treat such failure as a repudiation of this Agreement; <br /> <br />111. resort to any remedy for breach provided herein or at law, including but not limited to, <br />taking over the performance of the Services or any part thereof either by itself or <br />through others. <br /> <br />c) In the event the City shall terminate this Agreement for default, the City or its <br />designated representatives may immediately take possession of all applicable equipment, <br />materials, products, documentation, reports and data. <br /> <br />J"l/<9 <br />