Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

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Hosting Service Agreement This Hosting Service Agreement (the "Agreement"), is entered into on 11/27/2018 (the "Effective Date") by and between the City of South Bend ("City") and Systems & Software, Inc. ("Systems & Software"). WHEREAS, concurrently with the execution of this Hosting Agreement, the City will enter into an Information Systems Agreement with Systems & Software to acquire a license to use the Software from Systems & Software and receive Support Services as defined within the S&S Support Program General Guidelines (Exhibit 3 of the Information Systems Agreement) in respect of the Software. WHEREAS, Systems & Software wishes to offer the use of Hosting and Managed Application Services, and the City wishes to use these Services for the Software. Please see appendix A, S&S Managed Services, for details of the Environments and Applications to be Hosted, the Managed Infrastructure SLA, and the Managed Application SLA. NOW THEREFORE, in consideration of the mutual covenants set out in this Hosting Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: 1. Definitions The following terms shall have the meaning set out below, all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement: (a) "Annual Hosting Fees" means the annual Hosting fees set out in Information Systems Agreement. (b) "Change Order" means any written documentation between the City and Systems & Software evidencing their agreement to change particular aspects of this Agreement. (c) "Completion of Services" means the Professional Services are complete and shall be deemed to have occurred on the date which the City commences using the Hosting Services. (d) "Confidential Information" means, with respect to a party hereto, all information or material which: is marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, is confidential under federal or state law. Confidential Information of Systems & Software shall include, without limitation, the Software, the Documentation marked "Confidential," "Restricted," or "Proprietary" by a Party, including without limitation, all information disclosed by Systems & Software relating to the security of its facilities, computer systems and products. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction. Neither party's obligations of non -disclosure and non-use shall extend to information that is required to be disclosed or requested in connection with any judicial or quasi-judicial proceeding, including, but not limited to, any administrative proceedings or pursuant to Indiana's Access to Public Records Act (I.C. 5-14-3-1 et seq.) (e) "Data" means all data that is provided by City to Systems & Software and all other content transmitted, posted, received or created through City's use of the Hosting Services or the Software. (f) "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the Software or used in conjunction with the Software, whether distributed in print, magnetic, electronic, or 1 of 12