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

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Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Contracts Manager City of San Marcos 630 E. Hopkins San Marcos, TX 78666 Attention: [Director of Finance] 21. Independent Contractor. The relationship of Tyler to the CITY will be that of an independent contractor, and no principal /agent or employer /employee relationship will be created by this Agreement. Tyler is an independent vendor for all purposes under this Agreement and will have no authority, express or implied, to act for or bind the City. Nothing contained within this Agreement will be deemed or construed by the City or Tyler or by any third party to create the relationship of a partnership or a joint venture. Tyler agrees that it, its agents, servants, employees and subcontractors, are and at all times will be deemed to be independent contractors, and will not, in any manner whatsoever, by their actions or deeds commit the City to any obligation irrespective of the nature thereof, and will not at any time or for any purpose be deemed employees of the City. City 22. Insurance. Tyler will procure and maintain at its own expense insurance with insurance companies authorized to do business in the State of Texas, covering all operations under the Agreement, whether performed by Tyler or its agents or employees. Before commencing the work Tyler will furnish to the City a certificate or certificates in a form reasonably satisfactory to the City, showing that Tyler has complied with this paragraph. Failure of Tyler to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of Tyler to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of Tyler's obligation to maintain the required insurance coverage specified herein. Commercial general liability and motor vehicle insurance will be written with the City as an additional insured. The kinds and amounts of insurance required are as follows: a) Workers' Compensation Insurance and /or Employer's Liability: In accordance with the provisions of the Workers' Compensation Act of the State of Texas and /or $500,000.001$500,000.00 for Employer's Liability. b) Liability Insurance: (1) Commercial general liability insurance (standard ISO version) with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate, providing coverage for, but not limited to, bodily injury and property damage, premises /operations, products /completed operations, independent contractors as applicable. (2) Business Motor Vehicle liability insurance (standard ISO version) in an amount not less than $1,000,000 per occurrence. Should the Tyler not own any automobiles, the business auto liability requirement will be amended to allow the Tyler to agree to maintain only Hired and Non -Owned Auto Liability. This amended coverage requirement may be satisfied by way of endorsement to the Commercial General Liability or separate Business Auto Policy. (3) professional liability coverage to cover lawful claims arising in connection with the Project in the combined single limit amount of at least $1,000,000.00 and (4) Excess Liability of at least $1,000,000. The stated limits of insurance required by this Section are minimum only - -they do not limit the Tyler Financial And Human Resources software Application Systems Agreement 2013 17