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False Alarm Management-Outsource Services <br />Contract Agreement Page 5 of 18 <br /> <br />specifying the effective date thereof. If the Contract is terminated by the CITY, the <br />CONTRACTOR shall be paid for any services already performed by sharing in the <br />collections of all amounts billed by the CONTRACTOR through the date of termination. <br />B. For Cause. Either Party may terminate this Contract for cause if the other Party does not <br />perform its duties or exercise its responsibilities in accordance with this Contract including <br />the maintenance of the system of fees and fines in effect at the beginning of the Contract <br />period. Upon an event of cause by either Party (Non-performing Party), the other <br />(Claimant) Party shall provide thirty (30) days prior written notice to the Non-performing <br />Party that the Contract terms have not been carried out in accordance with this Contract. <br />If the event of cause is not corrected by the Non-performing Party to the reasonable <br />satisfaction of the Claimant, the Claimant may terminate this Contract after a thirty (30) <br />days written cure notice to the Non-performing Party. <br />C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the CITY <br />or its implementation is terminated or postponed by the CITY during the initial two (2) year <br />period, for any reason other than breach by the CONTRACTOR, the CONTRACTOR shall <br />be entitled to receive a prorated share of its initial startup costs as specified in Attachment <br />B, in addition to any Services fees owed the CONTRACTOR as described in Section 18. <br /> <br />18. Rights upon Termination. <br />A. If this Contract terminates, the CONTRACTOR shall offer the CITY an option, which must <br />be exercised no later than thirty (30) calendar days prior to Contract termination, to <br />continue a conditional, uninterrupted, non-exclusive, and non-transferable license to use <br />the proprietary software as necessary to support and administer CITY’s alarm ordinance <br />conditional on the payment of one-time transitional service and on-going annual license, <br />maintenance and support fees at the CONTRACTOR’s then prevailing rates. <br />B. If CITY terminates this Contract for convenience or if the CONTRACTOR terminates for <br />cause, CITY, in addition to payment of false alarm collections owed to the CONTRACTOR <br />based on the CONTRACTOR’s billings through the date of termination, shall undertake <br />good faith efforts to collect any Services fees and civil penalties for ordinance violations <br />billed, but not yet collected, as of the date of termination, in order to pay the <br />CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by <br />the CONTRACTOR on CITY’s behalf. <br />C. In the event that either Party terminates this Contract, the CONTRACTOR agrees that all <br />data collected under this Contract is part of CITY's permanent record and that all data, <br />including historical records under the required retention time will be provided to CITY in <br />an agreed upon data format within thirty (30) days of the termination date. <br /> <br />19. Deleted <br /> <br />20. Patent infringement. <br />The CONTRACTOR shall indemnify CITY, its elected and appointed officials, officers, employees, <br />agents, and successors in interest from and against all damages and expenses resulting from any <br />infringement action brought against the CONTRACTOR, or against CITY to the extent that any <br />such action is predicated on the use of CONTRACTOR’s Software, during the term of this <br />Contract. This Indemnification provision shall in no way be limited by any financial responsibility <br />or insurance and shall survive termination of this Contract. <br /> <br />