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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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additional Licensed Software, Customer agrees to pay TAN the <br />additional Support and Maintenance fees applicable based upon <br />the fees then in effect, prorated from the date of agreement to <br />acquire such services to the Support Renewal Date. <br />24.5 Unless the Pricing Form indicates otherwise, the fees <br />chazged hereunder are applicable to Support and Maintenance of <br />Licensed Software used with respect to only a single database of <br />Customer data. If Customer, after entering this Agreement, <br />places in service one or more additional databases to be used in <br />relation to the Licensed Softwaze, then for each such additional <br />database, an additional 25% of all gross Licensed Software fees <br />due, exclusive of such extra database fees, will be payable <br />hereunder for Support and Maintenance. Customer will notify <br />TAN as soon as reasonably possible of the installation or use of <br />any such additional database(s). <br />24.6 TAN may terminate and suspend performance of all <br />Support and Maintenance if Customer fails to pay any past due <br />TAN invoice within 30 days of written notice of such failure, in <br />the event of any other material breach by Customer which <br />remains uncured 30 days after notice thereof or if any of the <br />Licensed Software ceases to be subject of a valid Software <br />License Agreement. <br />24.7 If at any time after Customer has initially licensed any of <br />the Licensed Software from TAN, Customer's right to receive <br />Support and Maintenance, or comparable services, tram TAN <br />under this Agreement or a comparable agreement has lapsed for <br />any reason whatsoever, voluntarily or otherwise, and Customer <br />wishes to receive Support and Maintenance from TAN, <br />Customer will pay to TAN, prior to re-instatement of Support <br />and Maintenance services: <br />(a) a reinstatement fee equal to the greater of 50% of the <br />current annual support fee or the sum ofthe mpaid support fees <br />that would have been payable hereunder had this Agreement <br />been in force during the time in which Support and Maintenance <br />rights had so lapsed to the date of reinstatement, and <br />(b) at least one additional year of Support and Maintenance <br />from the date of reinstatement. <br />25. TERM FOR SUPPORT AND MAINTENANCE <br />25.1 Term. TAN shall provide to Customer, and Customer shall <br />purchase from TAN, Support and Maintenance for a period <br />commencing on the Support Start Date and, subject to <br />termination as provided herein, continuing until the following <br />Support Renewal Date or anniversary of the Support Start Data, <br />with automatic renewals for one (l) year terms thereafter until <br />either party gives written notice to terminate Support and the <br />Maintenance no less than ninety (90) days prior to the end of the <br />then-current term, provided however that the fees payable in <br />respect of the Services and the Products may be revised by TAN <br />in accordance with this Agreement. <br />SCHEDULE C: TERMS APPLICABLE ONLY TO THIRD <br />PARTY PRODUCTS AND SERVICES <br />28. PURCHASE AND SALE; DELIVERY <br />26.1 Purchase Commitment and Price. TAN hereby agrees to <br />sell to Customer, and Customer hereby agrees to purchase from <br />TAN, the Third Party Products listed in the Pricing Form in the <br />volumes and at the prices described therein. <br />26.2 Delivery. TAN will ship all or any part of the Thud Party <br />Products to Customer as soon as reasonably practicable (or, if <br />the below-described purchase order documentation does not seek <br />immediate shipping, at the time TAN considers reasonable in <br />order to meet the desired delivery date described) after receipt by <br />TAN of a purchase order from Customer specifying the <br />particular Third Party Products sought, the number ofsuch Third <br />Parry Products sought, the price payable therefore, and the <br />desired date and location of delivery thereof. Any such purchase <br />order must, at a minimum, reference quantity, description and <br />price. <br />26.3 Changes by Customer to Delivery Schedule. Following <br />delivery by Customer of any purchase order documentation <br />described in section 26.2, no changes by Customer to the <br />shipment schedule described therein will be permitted unless <br />TAN is notified thereof in writing at least ninety (90) days in <br />advance of the delivery date sought in such purchase order <br />dceumenttion. <br />26.4 Acceptance of Purchase Ordero. Purchase orders <br />delivered by Customer to TAN in respect of Third Party <br />Products are not binding upon TAN until accepted by TAN in <br />writing. In any case, despite any indication to the contrary <br />contained in any such purchase order documentation, no terms or <br />conditions on purchase order documentation issued by Customer, <br />other than the information required by TAN as set forth <br />expressly in this Agreement, will be binding upon TAN, nor will <br />any such teens or conditions modify or supplement this <br />Agreement in any way, notwithstanding the fact that TAN may <br />accept or otherwise approve such purchase orders. TAN reserves <br />the right to refuse any such purchase order for any reason not <br />contrary to this Agreement, including without limitation pricing <br />differences as described in section 27.2. <br />26.5 Additional Third Party Product. Customer may <br />purchase Thud Party Products in addition to those listed in the <br />Pricing Form by issuing additional purchase order <br />doeumenttion as described herein, provided that the supply (or <br />non-supply) of such additional Third Party Product will be <br />subject to this Agreement as though such additional Third Party <br />Product had been included in the Pricing Form on the date of <br />execution of Pricing Form subject to the following: <br />(a) the price for such additional Third Party Products is subject <br />to agreement between the parties each in their own absolute <br />discretion, and <br />(b) TAN shall have the right to discontinue delivery of such <br />additomal Third Party Product upom at least ninety (90) days <br />written notice to Customer without any liability to Customer <br />whatsoever for such discontinuance. <br />
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