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necessary due to upgrades or alterations of the EMs which are necessary to enable the <br /> COMPANY to achieve the Assured Performance Guarantee. <br /> 8.8 Malfunction and Emergencies. The CITY shall use its best efforts to notify the <br /> COMPANY or its designee within forty-eight (48) hours after the CITY's actual knowledge of <br /> the occurrence of: <br /> 8.8.1 Any material malfunction in the operation of the EMs or any pre-existing <br /> energy-related equipment; <br /> 8.8.2 Any material interruption or alteration of the energy supply to the Premises; <br /> 8.8.3 Any material alteration or modification in the EMs or their operation; and <br /> 8.8.4 Any material alteration, modification or change in the Premises or the use of <br /> the Premises. <br /> The CITY's obligation to use its best efforts to notify the COMPANY as soon as <br /> reasonably possible shall be deemed satisfied if the CITY reports any said material <br /> malfunction, interruption, alteration, modification or change within forty-eight (48) hours of the <br /> CITY's actual knowledge thereof. <br /> The COMPANY and the CITY shall determine in accordance with paragraph 9.5 what, if <br /> any, adjustments to the Baseline/Benchmarks set forth in Schedule E are necessary due to <br /> any of the events described in this paragraph 8.8. <br /> 8.9 Ownership of Certain Proprietary Property Rights. The CITY shall acquire no <br /> ownership interest in any software, formulas, patterns devices, secret inventions or processes, <br /> or copyright, patents, and other intellectual and proprietary rights or similar items of property <br /> which are or may become used in connection with the EMs. The COMPANY shall grant to the <br /> CITY a perpetual, irrevocable, non-transferable royalty-free license of any and all software or <br /> other intellectual property rights as necessary for the CITY to continue to operate, maintain, <br /> and repair the EMs in a manner that will maximize energy consumption reductions beyond the <br /> expiration of this Agreement. <br /> ARTICLE 9: THE PREMISES <br /> 9.1 Description of the Premises. The Premises in which the EMs are to be installed <br /> and services are to be provided by the COMPANY under this Agreement are described in <br /> Schedule D. <br /> 9.2 Ownership of Existing Property. The Premises and all equipment and materials <br /> existing at the Premises at the time of execution of this Agreement shall remain the property of <br /> the CITY. <br /> 9.3 Material Change Defined. A Material Change shall include any change in or to the <br /> Premises, not covered by Schedule E, whether structural, operational or otherwise in nature <br /> which reasonably could be expected, in the judgment of the CITY and the COMPANY to <br /> increase or decrease annual costs of energy usage, operational costs or water consumption. <br /> Actions by the CITY which may result in a Material Change which is subject to this paragraph <br /> 9.3, include, but are not limited to the following: <br /> 12 <br />