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5. MAINTENANCE FEE. The maintenance fees are waived for the Licensee and the license fees cover all costs for maintenance and support for the term of this Agreement and any renewal or extension. 6. ASSIGNMENT OF DUTIES. SCPDC may assign its duties of Maintenance and Support to a third party, provided that SCPDC will remain responsible for the actions of such third party. Any such assignment is subject to Licensee's consent, which consent shall not be unreasonably withheld or delayed. 7. PROJECT ABANDANMENT — Should SCPDC abandon development and support of the SCPDC software and can no longer fulfill its contractual obligations pursuant to this Agreement, the last stable source code release of the SPDC software modules will be licensed to Licensee under an open source license agreement such as for instance GNU. The specific open source license agreement would be SCPDC at such time it becomes necessary. 8. LICENSEE DATA - SCPDC agrees to provide all hosted Licensee data to the Licensee electronically at any time in either the existing database format or CSV format upon Licensee's request. Upon Licensee request, these transfers shall be automated so that they take place on a regular schedule. SCPDC will not be held liable if technical issues disrupt the automatic scheduling of a data transfer. SCPDC will take all reasonable care to safeguard and protect the Licensee's data. Licensee expressly agrees to maintain on its site and under its care a current copy of Licensee's permitting data. 9. ROLE OF AGENT — The Agent has no obligations or liabilities to the Licensee implied or written in this Interlocal Agreement. The agent's responsibilities and obligations are to SCPDC only and defined specifically in a separate agreement between SCPDC and the AGENT. 10. ACCEPTANCE OF PRODUCTS & SERVICES Before going live Licensee will accept the Software within 30 calendar days of SCPDC's meeting the following criteria unless the Licensee notifies SCPDC in writing within such period of any non - conformities with the operation of the Software. Licensor will not invoice Licensee until a "going live" date has been mutually agreed upon and executed. In the event the Licensee provides SCPDC with a notice of non - conformity, SCPDC will promptly correct any non - conformity so that the Software will meet all specifications indicated in this Interlocal Agreement and in the attachments to this Interlocal Agreement. A Product will be deemed accepted by the Licensee if all non - conformities have been resolved and remain resolved for an additional 15 calendar days from the date of the correction of any non - conformity. Acceptance of the System by the Licensee will not constitute, nor be deemed a release of the responsibility and liability of SCPDC, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their work; nor will such acceptance be deemed to be an assumption of such responsibility by the Licensee for any defect in the Software or other work prepared by SCPDC, its employees, subcontractors, agents, and consultants. a) Data has been converted and successfully transferred for the City's use.