R95-163 ACCEPTING THE PROPOSAL AND AUTHORIZING CONTRACT

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SOURCE CODE ESCROW AGREEMENT This Escrow Agreement is entered into as of , 1995 by and between City of Decatur (Licensee) and HTE Public Safety-I►linois., Inc.(Licensor),and Fidelity Escrow Corporation(Escrow Agent). Whereas, Licensor has granted a nonexclusive license to use the Program Product(s) pursuant to the terms and conditions as outlined in the HTE Public Safety-Illinois, Inc. Software License and Services Agreement (License Agreement);and Whereas, the availability of all forms of such Program Product(s) may become critical to Licensee in order to conduct business;and , Whereas, Licensor has acquired escrow deposit facilities for the storage of the Licensor Program Product(s) source code as listed in the License Agreement,as well as any corrections ar enhancements to such source code. Now,therefore, in consideration of the actual covenants contained herein,the parties agrees as follows: 1. DeQosit• Licensor has deposited with the Escrow Agent a copy of the Program Product(s) Source Code (Source Code). Licensor also agrees to deposit with the Escrow Agent at such times they are made, a copy of all revisions to the Source Code encompassing all corrections or enhancements made to the Program Product(s) by Licensor pursuant to the License Agreement or any Program Product(s)maintenance Agreement between the parties. 2. Term. This Escrow Agreement shall remain in effect during the term of the License and any Program Product(s) maintenance agreement between Licensee and Licensar. Termination hereof is automatic upon delivery of the deposited Source Code to Licensee in accordance with the provisions hereof. I 3. Default. A default by Licensor shall be deemed to have occurred under this Escrow Agreement upon the occurrence of any of the following: a. If Licensor has availed itself of, or has been subjected to by any third party, a proceeding in bankruptcy in which Licensor is the main debtor, an assignment by Licensor for the benefit of its creditors, the appointment of a receiver for Licensor or other proceeding involving insolvency or the protection of ar from creditors, the same has not been discharged or terminated without prejudice to Licensee's rights or interests under License within thirty(30)days;or b. If Licensor has ceased its ongoing business operations or the sale, licensing, maintenance or other support of the Program Product(s);or c. If any other event or circumstance occurs which demonstrates with reasonable certainty the inability or unwillingness of Licensor to fulfill its obligations to Licensee under the License Agreement, this Escrow Agreement or any Program Product(s)maintenance agreement between the parties, including, without limitation,the correction of defects in the licensed Program Product(s). If for any of the reasons mentioned herein Licensor would be found in default, all costs for reproducing and distributing a copy of the appropriate Source Code would be born by Licensee. The Escrow Agent is not responsible for any costs associated with this process. 4. Notice of Default.Licensee shall give written notice to Escrow Agent and Licensor of the occurrence of a default hereunder. Escrow Agent shall immediately notify Licensor of occurrence of such default claim. Upon notification of default notice, Licensor will immediately contact Licensee and attempt to resolve the problem(s). If Escrow Agent does not receive notice to rescind the default from Licensee within thirty(30)working days, a copy of the Source Code will be released to Licensee.