Agmt07 Sun Ridge Systems - (R I M S)

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However, if the City decides that the performance of the software is still not acceptable the contract will be terminated and all payments already made by the City to Vendor will be returned less the cost of project management, installation, and training services provided. 5.2. Defects, as defined in Exhibit C, found during the initial 60 day test period will be fixed prior to final acceptance and covered as part of the original cost of the system. The Software designed and installed by Vendor will work according to Vendor's published user documentation and Scope of Work set forth in Exhibit A. All training shall be completed as specified in the Scope of Work Exhibit A. 6. Bankruptcy Vendor agrees to deposit current, complete, updated source code for the software, unencrypted and in machine readable form, and existing and related program and technical documentation for all licensed Programs(s) into a safe escrow account as shown in Exhibit B. The City will be responsible for and pay for the intitial and ongoing costs. In the event of Vendor's bankruptcy or other business termination, copies of such source code and technical 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 Dependant Layer (OSDL) or any third party software provided hereunder. The Escrow instructions shall provide that upon the escrow agent's receipt of written notice from either city or Vendor that Vendor defaults on the ability to continue 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 all of the installed Vendor software to City. Said release shall take place within five (5) business days of receiving said notice from either City or Vendor. 7. Project Managers 7.1. Vendor Project Manager. 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 of the System, and shall have sufficient prior working experience with the implementation and use of the System, including its hardware and software components, so that the Vendor Project Manager can serve as a resource and guide to City in the implementation and use of the System. The Vendor Project Manager shall ensure Vendor's compliance with, and shall coordinate appropriate schedules in connection with, Vendor's obligations hereunder. The Vendor shall use its best efforts to maintain the same Vendor Project Manager for the duration of this Agreement. However, Vendor may change the individual designated hereunder by providing City 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 right to appoint a temporary Vendor Project Manager in connection with short- 18