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

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video format, in effect as of the date the Software are provided to the City. (g) "Fees" means the Annual Hosting Fees and Professional Services Fees. (h) "Professional Service(s)" means the set-up activities required at the hosting site to ensure that the Hosting Services will be provided in accordance with this Agreement. (1) "Professional Services Fees" means the professional service(s) fees set out in Information Systems Agreement of this Agreement. Q) "Hosting Services" means the hosting services to be provided by or on behalf of the Systems & Software under this Agreement that includes hosting, monitoring, and operating the systems and software owned or controlled by Systems & Software required to deliver the Software granted to the City pursuant to the Information Systems Agreement. (k) "Software" means the software product(s) that Systems & Software licensed to City pursuant to the Information Systems Agreement. (m) "Support Services" means those support services provided pursuant to the S&S Support Program General Guidelines. (n) "Third Party Components" means any third party telecommunications, energy/utility transportation, managed facilities and/or software applications and services that Systems & Software or its service providers has licensed or purchased and provided access to or otherwise made available to City as part of the Hosting Services. (o) "User" means an employee or agent of City that has been authorized by the City in writing to access and use the Software solely for such City's internal use as part of the Hosting Services. 2. Authorization Subject to the terms and conditions of this Agreement, including without limitation, payment by City of the Annual Hosting Fees, Systems & Software hereby grants to City a personal, non-exclusive, non -transferable limited right during the Term to allow Users to access and use the Hosting Services solely in connection with its use of the Software as, permitted pursuant to the Information Systems Agreement. 3. Fees In consideration of receiving the Hosting Services and the Professional Services, City agrees to pay to Systems & Software the Fees as described in the Information Systems Agreement in accordance with the payment terms set out in Information Systems Agreement. 4. Hosting Services Term Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"). Thereafter on an annual basis, Systems & Software will provide City a renewal quote for the upcoming year prior to the renewal date. The City must provide sixty (60) days notice prior to their scheduled renewal date of their intent to renew or cancel the Hosting Services. The Initial Term and Renewal Term(s) shall collectively be referred to as the "Term". 5. Restrictions on Use (a) Except as expressly provided herein, the City may not give away, rent, lease or otherwise sell, re -sell, sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Hosting 2of12