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

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for use in conjunction with this Agreement on from the State of Texas Comptroller's website. Tyler will pay any taxes assessed arising out of its operations; provided, however, that Tyler will not be deemed to be in default of its obligations under this Agreement for failure to pay such taxes pending the outcome of any legal proceedings instituted in courts of competent jurisdiction to determine the validity of such taxes. Failure to pay same after the ultimate adverse conclusion of such contest may constitute a default. 2. Invoice Dispute. a) In the event the City believes products or services do not conform to warranties in this Agreement, the City will provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. The City is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a written response to the City that will include either a justification of the invoice or an adjustment to the invoice. Tyler and the City will develop a plan to outline the reasonable steps to be taken by Tyler and City to resolve any issues presented in the City's notice to Tyler. The City may only withhold payment of the amount actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its actions outlined in the plan because the City has not completed its action items outlined in the plan, the City will remit full payment of the invoice. b) Any invoice not disputed as described above will be deemed accepted by City. Tyler reserves the right to suspend delivery of all services in the event City fails to pay an invoice not disputed as described above within sixty (60) calendar days of its receipt of the invoice. 3. Force Majeure; City Assistance. "Force Majeure" is defined as an event beyond the reasonable control of a party, including governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. Neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure. Either party will have the right to terminate this Agreement in accordance with Section 14 if Force Majeure suspends performance of scheduled tasks by one or more parties for a period of one hundred - twenty (120) or more days from the scheduled date of the task. This paragraph will not relieve the City of its responsibility to pay for services and goods provided to City and expenses incurred on behalf of City prior to the effective date of termination. If the City has paid for maintenance services it does not receive do to a Force Majeure event, Tyler agrees to refund to the City the appropriate portion of those annual maintenance fees.. In addition, the City acknowledges that the implementation of the Tyler Software Products is a cooperative process requiring the time and resources of both City personnel and Tyler personnel. Both parties will, use all reasonable efforts to cooperate with and assist the other as may be reasonably required to meet the Project deadlines and other milestones agreed to by the parties for implementation. Neither party will be liable for failure to meet such deadlines and milestones when such failure is due to Force Majeure (as defined above) or to the failure by the other party's personnel to provide such cooperation and assistance (either through action or omission). Tyler Financial And Human Resources Software Application Systems Agreement 2013 12