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<br />~ <br /> <br />\.or <br />I <br /> <br />7.13.21 <br /> <br />'-- <br /> <br />Primary Agreement <br /> <br />later than final system acceptance by the City. <br />City shall be a named beneficiary of that account, <br />and will receive deposit verification and semi- <br />annual deposit histories directly from <br />SourceHarbor. Positron will deposit copies of all <br />modules associated with Positron Application(s) <br />implemented hereunder, and those deposits shall <br />include the developer's notes. In an event <br />whereby City is granted access to the source code <br />held in escrow, City will not be assessed any <br />additional license fees for the use of the Source <br />Code. Ongoing maintenance of the escrow deposit <br />account will be provided as long as the City <br />continues maintenance support in accordance with <br />the terms of the then-current Support Agreement <br />between Positron and the City (see Section 3.1 <br />hereof) . <br /> <br />As used in the SourceHarbor Agreement, "Release <br />Condition" shall mean the existence of anyone or <br />more of the following circumstances, uncorrected <br />for more than thirty (30) days: <br /> <br />a. Entry of an order for relief under Title 11 <br />of the United States Code; <br /> <br />The making by Depositor of a general <br />assignment for the benefit of creditors; <br /> <br />c. The appointment of a general receiver or <br />trustee in bankruptcy of Depositor's business <br />or property; or <br /> <br />d. Action by Depositor under any state or <br />federal insolvency or similar law for the <br />purpose of its bankruptcy, reorganization, or <br />liquidation. <br /> <br />b. <br /> <br />Standard of Care. City relies upon the <br />professional ability of Contractor and <br />representations regarding the type of work to be <br />performed as a material inducement to entering <br />into this Agreement, Contractor shall perform the <br />professional services hereunder in accordance with <br />the highest professional standards of those <br />architects/engineers engaged in providing <br />[designate type of architectural/engineering <br />services] design services. Contractor agrees that <br />the acceptance of his work by City shall not <br />operate as a waiver or release of said obligation <br />of Contractor. The absence. omission. or failure <br />to include in this Agreement. items which are <br />normally considered to be a part of generally <br />accepted professional procedure or which involve <br />specialized professional judgment appropriate to <br /> <br /> <br />Page 35 <br />