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

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4. Indemnification. a) Tyler will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, losses, expenses, claims, demands and causes of action of any kind directly arising from the negligent or intentional wrongful acts errors or omissions of Tyler, its officers, employees or agents that result in causes of action for personal injuries, death or damages to property alleged or actual infringement of patents, copyrights, and trademarks. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City.. This obligation by Tyler will not be limited because of the specification of any particular insurance coverage required under the Agreement. b) The City will indemnify and hold harmless Tyler and its agents, officials and employees from and against any and all direct claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) for personal injury or property damage arising from City's negligence or willful misconduct. 5. Disclaimer. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY TYLER. 6. Dispute Resolution. a) The City will notify Tyler in writing within fifteen (15) calendar days of becoming aware of a dispute. If Tyler and the City cannot resolve such dispute within thirty (30) calendar days of Tyler's receipt of written notice from the City, the following procedure will apply: i) Each party will appoint one (1) person to act as an impartial representative. The appointed individual will be of sufficient knowledge and experience to understand and deal with the dispute but will not be a person assigned to the project. The set of four (4) individuals consisting of Tyler's Project Manager for this project, City's Project Manager for this project, and the two (2) appointees will hereinafter be referred to as the a Dispute Resolution Group. ii) The Dispute Resolution Group will convene no later than twenty -one (21) calendar days after the expiration of the thirty (30) calendar day period referenced in a) above and will meet for a maximum of four (4) four (4) hour sessions during the subsequent four (4) business days, unless otherwise mutually agreed. Any resolution will be in writing and signed by both parties. Such resolution will be commemorated in a binding amendment to the Agreement. b) In the event the Dispute Resolution Group fails to resolve the dispute as set forth above, the dispute will be referred to non - binding mediation. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. c) All meetings and discussions of the Dispute Resolution Group are subject to Federal Rule of Civil Tyler Financial And Human Resources Software Application Systems Agreement 2013 13