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False Alarm Management-Outsource Services <br />Contract Agreement Page 2 of 18 <br /> <br />3. Alarm Management Statement of Work. <br />A. The CONTRACTOR shall provide the Services described in Attachment A. <br />B. The Services shall assist CITY in enforcing its Alarm Ordinance to include tracking of <br />responsible persons (including individuals, businesses, and government agencies) who <br />use alarm systems, registering of alarm systems, billing and notification of permit and false <br />alarm fees in accordance with the Alarm Ordinance and at the direction and under the <br />supervision of CITY’s Alarm Administrator, maintenance of a database of persons who <br />use alarm systems, tracking of false alarm occurrences, collection of fees, the collection <br />and enforcement of penalties for violations, generating performance and outcome reports <br />and assuring the availability to CITY of timely false alarm information, all as more <br />specifically described in Attachment A. <br /> <br />4. Software License. <br />CITY shall be licensed and authorized to use the Software (“License”) and any additional specific <br />customization and development provided as part of the Services described in Attachment A. The <br />License shall cover all Software, including, without limitation, Software interfaces and Software <br />modifications. The scope of the License is non-transferable and non-exclusive and is authorized <br />by CONTRACTOR for use by CITY to access its false alarm information. <br /> <br />5. Duration of the Software License. <br />CITY shall have the right to use the Software in accordance with Attachment A for so long as the <br />CONTRACTOR provides Services to CITY and/or Licenses the Software in accordance with the <br />termination provisions in this Contract. This License shall apply for the duration of the Contract <br />and any extensions provided for herein or agreed to in writing by the Parties. In the event the <br />business relationship with CONTRACTOR is terminated or ended for any reason, CITY’s License <br />rights to use the Software shall likewise terminate except as provided for in this Contract, including <br />Attachment B. <br /> <br />6. Modification of the Software. <br />A. Modifications or adaptations of the Software shall be limited to creating or providing <br />interfaces between the Software and CITY‘s computer systems required to import or <br />export data in order to implement the Software as described in Attachment A. <br />B. CITY shall retain a non-exclusive License to use the modified and/or "customized" <br />interfaces with the Software, provided, however, the use of the original Software with such <br />adaptations in any projects other than the management of the Alarm Ordinance shall be <br />subject to additional compensation to CONTRACTOR in an amount and subject to terms <br />to be determined by the Parties in writing prior to any such additional use. <br /> <br />7. Protecting Confidential and Proprietary Information. <br />The proprietary information of both Parties is and shall remain the valuable intellectual property <br />of each respective Party. Except as required by law, neither Party shall disclose any such <br />information to any third-party for any reason without the express written consent of the other Party <br />and shall only use the proprietary information for internal purposes to facilitate and assist <br />CONTRACTOR and CITY staff in the administration of the Alarm Ordinance. In addition, the <br />Parties shall provide reasonable safeguards to protect their respective software, hardware <br />systems and data from unauthorized intrusion by third-parties. Notwithstanding, the Parties <br />recognize that the CITY is a government body subject to compliance with <br />Washington Public Records laws.