Res 2013-196/Approving an agreement w/Tyler Technologies, Inc. for a Financial and Human Resources software and application system

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Maintenance Agreement. Third party products; and installation, consulting and training services related to the new releases will be provided to the City at Tyler's then - current rates, subject to Section B(3) above. The City acknowledges and agrees that a new release of the Tyler Software Products is for implementation in the Tyler Software Products, as they exist without any new or additional customization or modification for the City. Any changes to Tyler Software Products performed specifically for the City by Tyler will be supported in all future releases without an extra fee provided the City pays the annual Tyler Software Products maintenance fees. f) Support prior releases of the Tyler Software Products in accordance with Tyler's then - current release life cycle policy. 5. Limitations and Exclusions. Maintenance fees do not include installation or implementation of the Tyler Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting services, support of an operating system or hardware, and support outside Tyler's normal business hours. 6. City Responsibilities. For the sole purpose of Tyler's provision of Maintenance services as required by this Agreement: a) City shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein. b) Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services, the City will maintain, for the duration of this Agreement, a high -speed internet connection capable of connecting and fully utilizing the "Go To Assist" services or such other service(s) as Tyler reasonably designates in coordination with the City. The City will also maintain a modem or VPN for backup connectivity purposes. Tyler, at its option, will use the connection to assist with problem diagnosis and resolution. 7. Limitation of Liability. In no event will Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the provision or quality of maintenance services or use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of the Maintenance Services, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to the Maintenance fees paid to Tyler during the twelve (12) months prior to the claim. Such Maintenance fees reflect and are set in reliance upon this limitation of liability. SECTION D — THIRD PARTY PRODUCTS 1. Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary, Tyler agrees to license or sell and deliver to the City, and the City agrees to accept from Tyler Financial And Human Resources software Application Systems Agreement 2013 N