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City of Pleasanton - Sun Ridge Systems, Inc. Page 3 Section 8. Final Acceptance. For thirty (30) days from the beginning of Agency’s Operational Use of the Software or forty (40) days after the completion of installation and training by Sun Ridge, whichever comes first (the “Test Period”), Agency shall test the system for defects and anomalies. “Operational Use” is defined as the Agency’s use of the Sun Ridge Software in the course of the Agency’s daily business activities. During the Test Period, Sun Ridge shall address and attempt to resolve issues with the Software identified by Agency under the Software Support Services Agreement (Exhibit C). At the end of the Test Period, Agency shall accept or reject the Software as follows: a. If the City determines that the Software is performing to its satisfaction it shall immediately provide written notice to Sun Ridge of final acceptance of the Software (“Final Acceptance Notice”). Any remaining issues with the Software shall be covered as part of the original cost of the system and handled as maintenance items under the Software Support Services Agreement (Exhibit C). b. If the City decides to not accept the Software, then it must so notify Sun Ridge in writing within five (5) calendar days after the end of the Test Period (a “Rejection Notice”). If a Rejection Notice is given, this Agreement shall be automatically terminated and all payments already made by the City to Sun Ridge, less the cost of project management, installation and training services provided up to the date of termination shall be returned to the City by Sun Ridge within thirty (30) days after receipt of the notice. In the event that the amount of Year 1 of the Lease-Purchase Payment Schedule provided in Section 4 is less than the total amount of the cost of project management, installation, data conversion and training services provided up to the day of termination, Sun Ridge will provide to the City an invoice in the amount of the difference. The terms of Section 11 and all other provisions of this Agreement that expressly survive such termination shall apply. c. If City fails to provide a Final Acceptance Notice or a Rejection Notice within five (5) calendar days after the end of the Test Period, then City’s final acceptance of the Software shall be considered to have occurred and City and Sun Ridge shall proceed as described in section 8.a above. Section 9. Software License. Subject to the terms, conditions, limitations and restrictions set forth in this Agreement, Sun Ridge grants to the City a nonexclusive and non- transferable license, effective upon the City’s Final Acceptance of the Software pursuant to Section 8 above, to use the Software in connection with the City’s normal and customary daily operations substantially as they exist as of the date of commencement of the Term as described below (the “License”). The City shall acquire no ownership or other rights in or to the Software except for the License granted hereunder, and title to the Software shall at all times remain with Sun Ridge. a. The following additional terms, conditions and limitations apply to the License: i. The City may use the Software on all computers in the City’s agency and in any other agencies explicitly agreed to in writing by Sun Ridge; ii. The City may make a copy of the Software for backup or modification purposes only in support of the City’s authorized use of the Software hereunder as Sun Ridge has expressly authorized; and iii. No one using the Software, and no one for whose benefit the Software is being used, shall sublicense, resell, distribute, market, provide or otherwise make available the Software or any part or copies thereof to any third party. DocuSign Envelope ID: 84EBD142-B0C6-4060-8A8C-7614F992B2EA