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TIMMONS GROUP <br /> ATTACHMENT A — LICENSE AND MAINTENANCE AGREEMENT <br /> This is a Software License and Maintenance Agreement (the "License and Maintenance <br /> Agreement") dated / /2020 by and between Timmons Group, a Virginia corporation <br /> having its principal place of business at 1001 Boulders Parkway, Suite 300, Richmond, <br /> Virginia 23225 ("TIMMONS") and the City of Everett, WA ("CITY") with an address of <br /> 3200 Cedar St., Everett, WA 98201. <br /> This Software License and Maintenance Agreement is for the following software, (the <br /> "Software") in this agreement: <br /> Timmons Group Timekeeping App for Cityworks AMS <br /> Software is licensed, not sold. This Agreement does not transfer ownership rights of any <br /> description in the Software, materials, or services to CITY or any third party. CITY agrees to <br /> use reasonable means to protect Software from unauthorized use, reproduction, <br /> distribution, or publication. TIMMONS reserves all rights not specifically granted in this <br /> Agreement including the right to change and improve Software. <br /> 1. Grant of License <br /> a. Subject to the terms of this Agreement, TIMMONS grants to CITY a personal, <br /> nonexclusive, nontransferable license solely to use the Software. TIMMONS <br /> reserves the right to be the only Third Party Contractor to access and use the <br /> licensed Software. <br /> b. In the event TIMMONS GROUP elects not to further develop Software,TIMMONS <br /> GROUP grants to CITY nontransferable perpetual license for continued use of the <br /> Software. <br /> c. <br /> 2. Permitted Uses <br /> a. For Software delivered to CITY, CITY may: <br /> i. Install and store Software on electronic storage device(s) <br /> ii. Make archival copies and routine computer backups <br /> b. CITY may use, copy, or prepare Documentation supplied in digital format and <br /> thereafter reproduce, display, and redistribute the customized documentation <br /> only for CITY's own internal use. <br /> c. Move the Software in the licensed configuration to a replacement Server. <br /> 3. Uses Not Permitted <br /> Except to the extent that applicable law prohibits or overrides these restrictions, or <br /> as provided herein, CITY shall not: <br /> a. Sell, rent, lease, sublicense, lend, assign, or time-share Software; <br /> b. Redistribute Software, or Online Services to third parties, in whole or in part, <br /> including, but not limited to, extensions, components, or APIs; <br /> c. Reverse engineer, decompile, or disassemble Software components; <br /> d. Make any attempt to circumvent the technological measures that control <br /> access to or use of Software; <br /> e. Separate from the licensed use of APIs, CITY may not unbundle or <br /> independently use individual or component parts of the Products, Software, or <br /> Online Services; <br /> Wage <br /> ' c <br /> IMM ON C RoU.' <br />