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budget has been approved. The City cannot guarantee the availability of funds, and enters into this <br />Agreement only to the extent such funds are made available. Tyler acknowledges and agrees that it <br />will have no recourse, other than as provided for in this section or otherwise in the Agreement, against <br />the City for its failure to appropriate funds for the purposes of this Agreement in any fiscal year other <br />than the year in which this Agreement was executed. The fiscal year for the City extends from <br />October lst of each calendar year to September 30th of the following calendar year. If the City does <br />not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the <br />products set forth in this Agreement, or other means of performing the same functions of such <br />products, City may unilaterally terminate this Agreement only upon thirty (30) days written notice to <br />Tyler. Upon termination, City will remit payment for all products and services delivered to City and <br />all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. <br />17. Approval of Governing_ Body. The City represents and warrants to Tyler that this Agreement has <br />been approved by its governing body and is a binding obligation upon the City subject to Sections 15 <br />and 16 above. <br />18. No Assignment. Neither party may assign, sublet or transfer any of its rights and responsibilities or <br />delegate or subcontract any of its duties or interest in the Agreement, in whole or in part, without the <br />prior written consent of the other, not to be unreasonably withheld. Any work, or services <br />subcontracted under this Agreement will be subject to each provision of this Agreement. Tyler will <br />notify the City, in writing, of any change in its partnership /ownership and may, without the prior <br />express written consent of the City, assign the award or the mutually negotiated contract in its entirety <br />to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's <br />assets. <br />19. Successors and Assigns. The City and Tyler, respectively, bind themselves, their partners, <br />successors, assigns and legal representatives to the other party to this Agreement and to the partners, <br />successors, assigns and legal representatives of such other party with respect to all covenants of this <br />Agreement. <br />20. Notices. All notices or communications required or permitted as a part of this Agreement will be <br />in writing (unless another verifiable medium is expressly authorized) and will be deemed delivered <br />when: <br />a) Actually received by either party; <br />b) Upon receipt by the sender of a certified mail, return receipt signed by an employee or agent of the <br />other party; and <br />c) Upon receipt by sender of proof of email delivery, or <br />d) If not actually received, ten (10) days after deposit with the United States Postal Service authorized <br />mail center with proper postage (certified mail, return receipt requested) affixed and addressed to <br />the respective other party at the address set forth in this Agreement or such other address as the <br />party may have designated by notice or Agreement amendment to the other party. Consequences <br />to be borne due to failure to receive a notice due to improper notification by the intended receiving <br />party of a new address will be borne by the intended receiving party. The addresses of the parties <br />to this Agreement are as follows: <br />Tyler Financial And Human Resources Software Application Systems Agreement 2013 <br />16 <br />