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

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FINANCIAL AND HUMAN RESOURCES SOFTWARE APPLICATION SYSTEMS AGREEMENT This Agreement (the "Agreement ") is effective this the 17th day of December, 2013 ( "Effective Date ") by and between Tyler Technologies, Inc., a Delaware corporation with offices at One Tyler Drive, Yarmouth, Maine 04096 ( "Tyler" or "Contractor ") and the City of San Marcos, a political subdivision duly organized under the laws of the State of Texas, with offices at 630 E. Hopkins, San Marcos, Texas 78666 (the "City "). RECITALS WHEREAS the City issued a Request for Proposals (RFP # 213 -001) on January 6, 2013 for the purpose of acquiring a Financial And Human Resources Software Application System ( "System'T'Project "); and WHEREAS Tyler responded to the City's RFP # 213 -001 with a Proposal dated February 14, 2013; and WHEREAS Tyler represents that it performs services of the nature described in this Agreement (which includes all exhibits hereto) and in its proposal, as amended (the "Proposal ") in its normal and customary course of business and that it understands that the City, compared to Tyler, is relatively unfamiliar with the types of products and services described in the Contractor's Proposal and the City, in executing the Agreement, relies upon the Contractor's superior knowledge of these types of products and services; and WHEREAS, after careful evaluation the City has determined that, due to its background and expertise, Tyler is highly qualified to provide the products and services included in this Agreement, based on Tyler's Proposal, and the City wishes to enter into a contract with Tyler to provide same; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Tyler and the City agree that Tyler will provide products and services, and the City will pay prices for said products and services as set forth in this Agreement. SECTION A — SOFTWARE LICENSE 1. License Grant. a) As of the Effective Date established above, Tyler grants to the City a non - exclusive, non- transferable, royalty -free, revocable license to use Tyler software products as set forth in the investment summary attached to this Agreement as Exhibit 1 ( "Investment Summary ") and related interfaces (collectively, the "Tyler Software Products ") and Tyler user guides provided in or with the Tyler Software Products ( "User Guides ") for City's internal business purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by Tyler if the City fails to comply with the terms and conditions of this Agreement, including without limitation, the City's failure to pay the Software license fees in full when due. Upon the City's payment in full for the Tyler Financial And Human Resources Software Application Systems Agreement 2013