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• <br /> MIAMI-DADE COUNTY,.FLORIDA Contract No.RFQ00008 <br /> County's materials and property; • <br /> iii. cancel orders; • <br /> iv. assign to the County and deliver to any location designated by the County any non- <br /> cancelable orders for Deliverables that are not capable of use except in the <br /> performance of this Agreement and has been specifically developed for the sole <br /> purpose of this Agreement and not incorporated in the Services; <br /> v. take no action which will increase the amounts payable by the County under this <br /> Agreement; and <br /> • <br /> f) In the event that the County exercises its right to terminate this Agreement, the <br /> Contractor will be compensated as stated in the payment Articles herein for the: <br /> I. portion of the Services completed in accordance with the Agreement up to the <br /> Effective Termination Date; and <br /> • <br /> • <br /> ii. non-cancelable Deliverables that are not capable of use except in the <br /> performance of this Agreement and has been specifically developed for the sole <br /> purpose of this Agreement, but not incorporated in the Services. <br /> g) All compensation pursuant to this Article are subject to audit. <br /> ARTICLE 24. 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 <br /> herein as a breach, an Event of Default shall include the following: <br /> i. the Contractor has not delivered Deliverables on a timely basis; <br /> • <br /> ii. the Contractor has refused or failed to supply enough properly skilled staff <br /> personnel; <br /> iii. the Contractor has failed to make prompt payment to subcontractors or suppliers for <br /> any Services; <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 /> v. the Contractor has failed to obtain the approval of the County where required by this <br /> Agreement; <br /> vi. the Contractor has failed to provide "adequate assurances" as required under <br /> subsection b below; <br /> • <br /> vii. the Contractor has failed in the representation of any warranties stated herein. <br /> b) When, in the opinion of the County, reasonable grounds for uncertainty exist with <br /> Page 13 of 25 <br /> Rev.5/16114 :,{, , <br /> • <br /> a ti <br />