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7A Page 22 However, if the Cit�r decides that the performance of the software is still not acceptab�e the coniract will be terminated and all payments already made by the City to Vendor will be retumed less the cost of project management, instatlation, and training services provided. 5.2.Defects, as defined in Exhibit C, found during the initial 80 day test period wilt be fixed prfar to final acceptance and covered as part of the original cost af the system. • The Software designed and instaEled by Vendor will work according to Vendor's pubiished user documentation and Scope of Work set forth in Exhibi#A. • AH training shal{ be completed as specified in#he Scape of Work Exhibit A. 6. Bankruptcy Vendor agrees to deposit current, complete, updated saurce code far the software, unencrypted and in machine readable form, and existing and related program and technica.! documentation for aN Ifcensed Programs(s) into a safe escrow account as shown in Exhibit B. The Cit�r wilf be responsible #or and pay for the intitial and ongoing costs. In the event of Vendor's bankruptcy or other business terminatian, copies of such source code and technicat documentation will be made available to City at no additional cost and City shall have the right to continue to operate all Licensed Program(s} in perpetuity. Under no circumstances shall Vendor be obligated to provide source code to the Operating System Dependan# Layer (OSDL) ar any third party software provided hereunder. The Escrow insiructions shal! provide that upon the escrow agent's rece€pt of written no#ice from e�ther city or Vendor that Vendor defaults an the ability to cantinue to support the Software,the escrow agent is authorized and directed to release the source code, unencrypted and in machine readable form, and related program documentation for afi of the installed Vendor software to C'rry. Sa'rd reiease shail take place within five (5) business days of receivin� said notice from either Ciiy or Vendor. 7. Project Managers 7.1.Vendor Project Managar. Within ten (10} days of execution of this Agreement, Vendor shall designate in writing a single individual to act as the project manager (the "Vendor Project Manger'�. The Vendor Project Manager shall be knowledgeable regarding the nature, implementation, and use o#the System, and shall have sufficient prior working experience with the implementation and use of the System, inc(uding its hardware and software components, sa that the Vendor Project Manager can serve as a resource and guide to City in the impfementation and use of the System. The Vendor Project Manager sha{{ ensure Vendor's campliance with, and shall coordinate appropriate schedules in connectian with, Vendor's obligations hereunder. The Vendor shall use its best efforts to maintain the sarr�e Venclor Project Manager for the duration of this Agreement. However, Vendor may change the individuat designated hereunder by providing C'rry with fifteen (15) days advance written notice designating the new individual authorized to act as the Vendor Project Manager. Notwithstanding the foregoing, Vendor has the righ#to appoint a temporary Vendor Project Manager in connection with short- 18