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transfer , or delegate its rights or duties , or both of these things , in this Contract without
<br /> the prior written consent of County . County has the absolute right to withhold such
<br /> consent at its convenience , and furthermore , if Contractor attempts to assign , transfer , or
<br /> delegate its rights or duties in violation of these provisions without County ' s consent ,
<br /> then County may terminate this Contract as a breach of contract by Contractor and a
<br /> failure by Contractor to substantially perform its obligations hereunder, and any such
<br /> Contractor assignment shall be null , void , and of no legal effect whatsoever .
<br /> Article 37 . Local , State And Federal Law -
<br /> A . Contractor shall , during the life of this Contract , procure and keep in full force ,
<br /> effect , and good standing all necessary licenses , registrations , certificates , permits , and
<br /> other authorizations as are required by local , state , or federal law , in order for Contractor
<br /> to render its services as described herein . In addition , Contractor shall comply with all
<br /> federal , state and local laws in performing all work pursuant to this Contract .
<br /> B . Contractor shall pay all license fees and royalties , and assume all costs incident
<br /> to the use , in the performance of the work , of any invention , design , process , product , or
<br /> device which is the subject of patent rights or copyrights held by others . Contractor also
<br /> agrees that any invention , design , process , product , device , proprietary system , or
<br /> proprietary process for which an approval ( of any type ) may be necessary , shall have
<br /> been secured by Contractor before the onset of this Contract . Contractor shall indemnify
<br /> and hold harmless County , its agents , employees , and elected and appointed officials
<br /> from and against all claims , damages , losses , and expenses ( including attorneys ' fees
<br /> and costs , and attorneys ' fees and costs on appeal ) arising out of any infringement of
<br /> patent rights , copyrights , or proprietary rights incident to the use in the performance of
<br /> the services , and shall defend , at County ' s option , all such claims in connection with any
<br /> alleged infringement of such rights .
<br /> Article 38 . Liquidated Damages —
<br /> A . It is specifically agreed by and between the parties hereto that County may retain a
<br /> sum in the amount scheduled below from the amount of compensation to be paid
<br /> Contractor, or County may charge Contractor , hereinabove , Sundays and Holidays
<br /> excluded , for every day that the work remains uncompleted from the negotiated dates
<br /> and times . It is crucial that the work be completed ( billing statements prepared and sent
<br /> to customers ) in a timely manner. Failure to complete work in a timely manner will
<br /> damage County ; for example ( but not limited to ) , additional staff time will be consumed
<br /> to credit late fees and answer customer service complaints . This amount , as scheduled
<br /> and agreed upon as a proper measure of liquidated damages which County will sustain
<br /> per day by failure of Contractor to complete the work by the milestones negotiated and
<br /> stipulated in this Contract , is not to be construed , in any sense , as a penalty provision .
<br /> B . The parties , recognizing that time is of the essence and that it would be impossible to
<br /> determine County ' s damages in the event that Contractor fails to begin in one hundred
<br /> percent ( 100 % ) full operating capacity , this Contract , by the milestones , hereby agrees
<br /> that Contractor shall pay as liquidated damages the sums below :
<br /> FIRST 3 DAYS SECOND 3 DAYS 7 DAYS & THEREAFTER
<br /> $ 1 , 000 per day $ 2 , 000 per day $ 3 , 500 per day
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<br /> Document last printed 05/ 18/00 10 : 39 AM
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