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11
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2008
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120208
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11
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11/25/2008 12:20:57 PM
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11/25/2008 11:09:15 AM
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CITY CLERK
CITY CLERK - TYPE
STAFF REPORTS
DOCUMENT DATE
12/2/2008
DESTRUCT DATE
15 Y
DOCUMENT NO
11
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16.2 Subscription fees. <br />Customer shall pay to TAN the Hosted Software subscription <br />fees ("Subscription Fees") set out in the Pricing Forth and for <br />the term of this Agreement established in Section 18 below. <br />Customer will be invoiced for their first year Subscription Fees <br />upon the fast live operational use of the Hosted Software ("Go- <br />Live Date"), with subsequent annual Subscription Fees being <br />invoiced upon each anniversary of Go-Live Date. Payment will <br />be made Net 30 days firm invoice date. <br />17. EXCLUSIVITY FOR HOSTED SOFTWARE <br />TAN will, during all periods for which Customer has subscribed <br />for Hosted Software, be the sole and exclusive provider to <br />Customer of the Hosted Software and Online Services, or any <br />products or services substantially similar thereto, for the part of <br />Customer's organization utilizing the Hosted Software and <br />Online Services. <br />18. TERM FOR HOSTED SOFTWARE <br />18.1 Unless otherwise provided in the Pricing Form, TAN shall <br />provide to Customer, and Customer shall purchase from TAN, <br />the Hosted Software commencing on the Effective Date of [his <br />Agreement, and remaining in full force for a period of three (3) <br />years from the Go-Live Date oftite Hosted Software (the "Ioitial <br />Term"), with automatic renewals for three (3) year terms (each a <br />"Renewal Term") thereafter until either party gives written <br />notice to terminate the Hosted Software no less than twelve (12) <br />months prior to the end of the Initial Term or Renewal Term, as <br />applicable. <br />SCHEDULE B: TERMS APPLICABLE ONLY TO <br />LICENSED SOFTWARE AND ASSOCIATED SUPPORT <br />AND MAINTENANCE SERVICES <br />19. ACCESS TO SYSTEM AND OTHER CUSTOMER <br />OBLIGATIONS <br />19.1 Access. Customer will provide, at no cost to TAN: <br />(a) subject to the security requirements of Customer, 24 hour <br />access to Customer's system via either analways-available <br />telephone circuit or an always available internal connection to <br />enable TAN or its designated representative to perform any of <br />the obligations placed upon TAN by this Agreement; and <br />(b) subject to the security requirements of Customer, remote <br />dial up/intemet access methods approved by TAN to allow TAN <br />to remotely diagnose and correct errors in the Licensed Software <br />and provide other Services. <br />19.2 Customer Obligations. Without limiting any of <br />Customer's other obligations under this Agreement, Customer <br />will: <br />(a) use its best efforts to upgrade to any new Release or <br />Version of the Licensed Software as soon as possible after <br />becoming aware of its availability; <br />(b) ensure that at all times at least one current staff person of <br />Customer has been fully trained on the Licensed Software; and <br />(c) designate by written notice a single site and single person <br />as the point of contact for telephone or other contact, which site <br />and/or person Customer may change upon 14 days prior notice to <br />TAN. <br />20. GRANT OF LICENSES AND LIMITATIONS <br />THEREON <br />20.1 TAN hereby grants to Customer anon-exclusive and <br />non-transferable right and license, subject to this Agreement, to <br />install and/or use the Licensed Software, in the manner <br />contemplated in the applicable user documentation, as follows: <br />(a) Workstation-Based Modules. In respect of each <br />Workstation-based Core Module and each Workstation-based <br />Add-on Module, Customer may install and use each Module on <br />Workstations to access the Enterprise Database on the Database <br />Server, provided that the number of copies of any particular <br />Module in use does not exceed the number of licenses granted to <br />Customer therefore as set out in the Pricing Form. <br />(b) Server-based Add-oo Modules. Customer may install and <br />use each Server-based Module on as many Workstations as is <br />desired by Customer, and Customer may use and permit use of <br />such Modules by its clients, all without limit to the number of <br />Users or transactions which simultaneously use any such <br />Module, provided however that: <br />(I) in respect of each TeleReg & Voice Server Module, <br />Customer may install one copy of each Module on one <br />IVR Server, provided that the number of copies of any <br />particular Module in use does not exceed the number of <br />licenses granted to Customer therefore as set out in the <br />Pricing Form, and all such Modules together maybe in <br />Concurrent Use not to exceed the number of licenses <br />granted to Customer for TeleReg Lines Modules as set <br />out in the Pricing Form; and <br />(u) in respect of each Payment Server Module, such <br />Modules may be in Concurrent Use not to exceed the <br />number of licenses granted to Customer for Point of <br />Sale Modules as set out in the Pricing Form. <br />(c) Server-based On-line (Internet) Modules. In respect of <br />each Server-based On-line (Internet) Module, Customer may: <br />(I) install one copy ofeach Module on one Internet Server, <br />provided that the number of copies of the Module in <br />use does not exceed the number of licenses granted to <br />Customer therefore as set out in the Pricing Form; and <br />(u) subject to 20(d), permit Users to access and use such <br />Modules to access the Database Server via Internet <br />Clients connecting via a licensed Internet Server, and <br />all such Modules together may be in Concurrent Use <br />not to exceed the number of licenses granted to <br />Customer for Online Client Access Modules as set out <br />in the Pricing Form multiplied by twenty-five (25). <br />(d) Cumulative Workstation-based Modules. h, respect of <br />each Cumulative Workstation-based Module, Customer may: <br />7 <br />
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