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

Home Browse Search

Procedure 408 or any similar applicable state rules of civil procedure or evidence. Nothing in this Article will prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 7. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of Tyler and City. All goods and services provided pursuant to this Agreement are for the exclusive use and benefit of the City, and this Agreement will not give rise to any claims by or rights in third parties. 8. Governing Law. The parties acknowledge that this Agreement has been executed in the City of San Marcos, Texas, and that work will be performed in San Marcos. The parties further acknowledge and agree that Texas law will govern all the rights, obligations, duties and liabilities of the parties under this Agreement, and that Texas law will govern interpretation and enforcement of this Agreement and any other matters relating to this Agreement (all without regard to Texas conflicts of law principles). The parties further agree that all legal actions or proceedings relating to this Agreement will be brought in any court of competent jurisdiction in Hays County, Texas. By executing this Agreement, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections, which they may have with respect to venue or personal jurisdiction in any court sitting in Hays County, Texas, or in the event of a legal action or proceeding filed in the United Stated District Court for the Western District of Texas, Austin Division. 9. Entire Agreement. The Agreement including any appendices, and referenced exhibits represents the entire and integrated Agreement between the City and Tyler and supersedes all prior negotiations, representations or agreements, whether written or oral. 10. Severability & Headings. If any term or provision of this Agreement or the application thereof, to any extent, be held invalid or unenforceable, the Agreement will be construed as not containing the provision and the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable will not be affected thereby, and to this end the provisions of the Agreement are declared to be severable. Paragraph and Section headings included in the Agreement are for convenience only and are not intended to define or limit the scope of any provisions of the Agreement. 11. Authorized Representative. Each party will designate a qualified staff member(s) who will serve as its representative and who will have authority to act for on behalf of that party including the coordination of the performance of obligations under this Agreement. The City will provide Tyler with necessary information and data concerning the City's operations and activities. Each party will fulfill all of its responsibilities as set forth in the SOW (Exhibit 8). 12. No Waiver. In the event that the terms and conditions of this Agreement are not strictly by Tyler or City, such non - enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non - enforcement prevent Tyler or City from enforcing each and every term of this Agreement thereafter. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. In the event of a default or Tyler Financial And Human Resources Software Application Systems Agreement 2013 14