|
Application Service Provider Services Agreement
<br />This Application Service Provider Services Agreement ( "Agreement ") is made this day of October, 2006 by
<br />MBIA MuniServices Company ( "MMC "), a Delaware corporation located at 7335 North Palm Bluffs Ave., Fresno,
<br />CA 93711, and City of Santa Ana ( "Customer "), a municipal corporation located at 20 Civic Center Plaza, Santa Ana,
<br />California 92702. MMC and Customer are sometimes referred to in this Agreement collectively as the "Parties" and
<br />singularly as a "Party ".
<br />1. DEFINITIONS
<br />As used herein, the following terms shall have the following definitions:
<br />"Software" — shall mean the MMC software products, including PropertyLinksM, BizLinksm, and any other
<br />software products which MMC develops and maintains, whether or not available for license by customers of
<br />MMC, and whether or not MMC seeks a patent, copyright, or other registered protection, including all
<br />updates, upgrades, modifications, specifications, and in both object and source code forms. Software shall
<br />include screen shots, functionality, algorithms, and all intellectual property rights associated therewith
<br />including ideas, know -how, trademarks, trade names, service marks, and service names.
<br />"Systems" — shall mean computer systems including personal computers, servers, peripheral devices, LAN
<br />and WAN systems, remotely connected devices (to the extent operated or controlled by employees of the
<br />owner of the system), and any and all other computer devises operating with or in conjunction with the
<br />system but not including any ISP providing access services, whether DSL, dial -up, or other, for a party.
<br />"Service(s)" — shall mean the Subscription Services, Data Services, and Connection Services, collectively
<br />and together one comprehensive Service provided to Customer by MMC. Services shall also mean the
<br />collective Services provided pursuant to any given Addendum, and shall mean those collective Services with
<br />regards to Addendum executed and in force between the Parties both individually and together
<br />"Customer Data" — shall mean all identifying data of the taxing authority, including names, addresses,
<br />license numbers, business descriptions, taxing criteria, and any and all other data required to provide
<br />Customer with the Subscription Services in accordance with each applicable Addendum.
<br />"User(s)" — shall mean those employees of Customer whom Customer authorizes to access and use the
<br />Services. Users shall be provided several ID tools to enable secured access.
<br />2. SERVICES
<br />Subscription Services. MMC shall provide to Customer access to the Software via on -line services and the
<br />intemet, for Customer to use the Software as hosted by MMC on MMC Systems, for that Software for which MMC
<br />and Customer have executed the appropriate License Addendum as attached hereto and incorporated herein by
<br />reference. Customer shall be responsible for furnishing all equipment, facilities, connection services, and personnel
<br />required for Customer to access the Software. MMC shall be responsible for furnishing all equipment, facilities,
<br />connection services, and personnel required for MMC to make the Software available to Customer via on -line access.
<br />At all times, Customer and MMC shall each be separately and solely responsible for all costs, expenses, maintenance
<br />and services required to keep and maintain their respective equipment and Systems. Access to the Software by
<br />Customer shall be via a secured connection, as set forth in Section 2.3 hereof. Access to the Software by Customer
<br />shall be at any time, day or night, Sunday through Saturday and including holidays, subject however to the restrictions
<br />set forth herein, during the term of this Agreement, and only for the number of concurrent users subscribed to by
<br />Customer. The combination of the access to the Software and the accessibility for a limited number of concurrent
<br />users shall be collectively referred to as "Subscription Services ". The Subscription Services provided by MMC to
<br />Customer shall be governed by the Service Level Agreement attached hereto as Exhibit A.
<br />Data Services. Customer shall provide to MMC, or MMC shall obtain through its own contractors, all data,
<br />secured and unsecured, required for MMC to load, process and standardize the data for use via the Subscription
<br />Services. Customer shall provide all data required for the applicable License Addendum executed by Customer and
<br />MMC. MMC shall process the initial data as necessary for loading to MMC's database in order to provide the
<br />Subscription Services. Thereafter, data shall be processed in accordance with the applicable Addendum.
<br />MMC Services Agreement Page 18
<br />
|