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LICENSE,SUPPORT AND SHARED HOSTING AGREEMENT This License, Support and Shared Hosting Agreement ("Agreement") is entered into by and between Dialogic Communications Corporation, dba Cassidian Communications, a Tennessee corporation ("Cassidian Communications"), located at 117 Seaboard Lane, Suite D-100, Franklin, Tennessee 37067, and the Livermore- Pleasanton Fire Department ("Licensee"), located at 4833 Bernal Ave., Pleasanton, CA 94566. Both Cassidian Communications and Licensee may alternatively be referred to as a"Party"and collectively as the"Parties". 1 Definitions. 1.1 "Documentation" means written and/or on-line material provided by Cassidian Communications to assist Licensee in the use of the System. 1.2 "Equipment" means any third party products other than software provided by Cassidian Communications hereunder. 1.3 "Hosting Services" means the Hosting Services described herein. Hosting Services includes technical support,which is described in the Technical Services Center Support Plan("Support Services")attached as Schedule B. Hosting Services are included as part of the license fee. 1.4 "Initial Service Term" means the period of time commencing on the online date for Hosting Services ("Effective Date")and ending June 30,2014,with optional renewal periods as set forth herein. 1.5 "Software" means the Cassidian Communications software programs and any updates, modifications and corrections thereto provided by Cassidian Communications to Licensee hereunder. 1.6 "System"means the Equipment and Software provided hereunder. 1.7 "Third Party Software"means the third party software,if any,provided hereunder. 2 Payment and Taxes. 2.1 Licensee's Purchase. In consideration of the fees described herein,Cassidian Communications shall provide Licensee with the Software,Third Party Software,and the Hosting Services all as described herein and as governed by the terms and conditions of this Agreement and attached Schedules. 2.2 Software.Licensee will pay to Cassidian Communications all Software License fees within thirty(30)days of the date of invoice in accordance with Schedule A. 2.3 Hosting Services. For the Initial Service Term,Licensee will pay Cassidian Communications the amount set forth in Schedule A Hosting Services. Payment shall be made within thirty(30)days of the Effective Date. License rights granted hereunder and Hosting Services shall automatically renew annually unless terminated by Licensee's written notice to Cassidian Communications not less than ninety(90)days prior to the expiration of the then in effect term. The renewal rate for license fees and Hosting Services beyond the Initial Service Term shall be as set forth in Schedule A. Cassidian Communications shall invoice Licensee for the renewal term sixty(60)calendar days prior to the then in effect term. Payment on the renewal invoice shall be due on or before the expiration of the then in effect term. 2.4 A block of 35,000 calling minutes and 35,000 SMS messages shall be provided by Cassidian Communications each year of the Initial Service Term at no additional cost. Unused calling minutes and SMS messages shall not"roll over" into a subsequent year or Renewal Term. For every calling minute or SMS message thereafter, Licensee shall pay the price per minute recorded or price per message, as invoiced by Cassidian Communications, based on whether the call is domestic or international calculated at the current rate. Licensee may purchase additional minute or message packages as quoted by Cassidian Communications before exhaustion of in effect package to avoid per minute or per message charges. Payment is due within thirty (30) days of Cassidian Communications'invoice. 2.5 Licensee will pay all taxes based on this Agreement or any product or services related thereto, excluding taxes based on Cassidian Communications' income, but including personal property taxes, if any. All shipping and insurance charges for products shipped between Cassidian Communications and Licensee will be paid by Licensee. 2.6 In addition to any other remedy available to Cassidian Communications, for a late payment by Licensee, Licensee shall pay a charge of 1.5%per month,or the maximum percentage permitted by applicable law,whichever is less,on any amount not paid when due. 3 Access and Use of the System. 3.1 Access: Licensee and Cassidian Communications shall agree upon,prior to Licensee's use of the System,the offices and personnel authorized to access the System and such personnel shall be identified in advance by Licensee.