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

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availability as described in Appendices "B" and "C". The City and Systems & Software agree that assignment of responsibilities for the maintenance of the Hosted Infrastructure and Hosted Application will be as contracted in the Information Systems Agreement and defined in appendix A, RFQ5 SS Managed Services. (e) The Systems & Software shall comply with the terms and conditions regarding access and use of Data as set out in Section 13 of this Agreement. (f) City acknowledges that in order to provide the Hosting Services City may be required to purchase access to Third Party Components. City further acknowledges that the availability of such Third Party Components is based solely on the best information available to Systems & Software and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third Party Components are determined by Systems & Software to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of Systems & Software's control, then (a) Systems & Software shall not be in breach hereof or otherwise liable for any failure or inability to provide the Hosting Services as a result of such unavailability of any Third Party Components; and (b) City may be required to change or replace the applicable Third Party Components or otherwise attempt to mitigate the impact of the such unavailability of Third Party Components. 7. City Responsibilities (a) Co-operation by City -- The City acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the City's and its staff and agrees to act reasonably and co-operate fully with Systems & Software to achieve the Completion of Services related to any Professional Services supplied by Systems & Software. To enable Systems & Software to provide effective Support Services, the City will establish auto remote access based on remote access procedures compatible with Systems & Software's practices. (b) Project Manager -- The City shall appoint a project manager who shall work closely with Systems & Software to facilitate the successful completion of the implementation process and who shall be responsible for supervising the staff of the City and their co-operation with and participation in such process during any Professional Services. (c) City Equipment. City agrees that it shall be responsible, at its sole expense, for providing Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications (e.g. web browser) at its facilities required for Users to access and use the Software. Systems & Software shall not be responsible for the operation of the City's Internet, network or other communication services. The City further acknowledges that the operation of the Software requires the City's and Users' hardware to be of sufficient quality, condition and repair, and the City agrees to maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of Completion of Services related to any Professional Services supplied by Systems & Software. (d) Passwords. City and its Users shall be responsible for keeping any and all passwords and user ID's assigned to it its Users secret and confidential. City agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using City's or its Users' passwords and user ID's, as well as any obligation that may result from such use. City agrees to notify Systems & Software in writing if it believes that a password has been stolen or might otherwise be misused. City agrees to notify Systems & Software immediately of any unauthorized use of any password or user ID or any other breach of security suspected by City. (e) Users. The City is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by Systems 4of12