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

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and inspection at Tyler's offices during normal business hours by the City or its designated representative. This will include Tyler's annual audited Financial Statement. 37. News Releases; Testimonials; On -Site Visits. Tyler will issue no news releases pertaining to the Project without the prior written consent of the City's Representative, and then only in coordination with the City. The City is under no obligation to furnish testimonials to Tyler for reuse and dissemination by Tyler to third parties in the promotion of sales of its products and services; and Tyler will not attribute any statement or communication made by the City as a testimonial without the prior written consent of the City's Representative. Tyler will not arrange or conduct any on -site visits to the City's premises by prospective client cities, employees or agents without the prior written consent of the City. The City's Representative or designee ( "City Project Manager ") will be the exclusive contact person for all visits and communications (email or telephone). 38. Legal Compliance. Tyler agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to all software and all work performed in accordance with this Agreement. Tyler further agrees that it will at all times during the term of this Agreement be in compliance with all applicable federal, state and /or local laws regarding employment practices. Notwithstanding anything to the contrary herein, the City acknowledges and agrees that the City's payment of annual maintenance fees includes Tyler's modification of the Tyler Software Products to remain compliant with State of Texas and Federal mandates. 39. Proposed Functionality. Notwithstanding anything to the contrary stated in this Agreement, if a modification or new release performed by Tyler removes material functionality or interoperability as set forth in Tyler's RFP Response (for those Tyler Software Products listed in the Investment Summary) within five (5) years of the Effective Date, Tyler will provide an alternate means of providing such functionality or interoperability that is substantially the same in functionality and ease of use. 40. Performance Bond. A Performance Bond, in the form attached as Exhibit 10, executed by a surety company authorized to do business in the State of Texas, in an amount equal to 100% of the price specified in the Investment Summary and at the City's expense. The performance bond will remain in full force and effect for twenty -four (24) months from the effective date of this Agreement. Tyler will indicate the cost of any requested renewal in advance and after request by the City. 41. Authorization to Proceed for Optional Items. The Project will be defined in phases. Products and services listed in the "Optional Items" section of the Investment Summary will require a written authorization to proceed, including an Authorization of Change in Services (Exhibit 11) to the Agreement in accordance with its terms. The documents authorizing Tyler to proceed must be signed by the City prior to permitting Tyler to proceed with the installation or ordering of Optional Items. 42. Coordination of Implementation; Activities and Vendor Obligation. , Tyler and the City will cooperate with each other in the implementation of all aspects of this Agreement, including the technique, sequence, procedures and means of coordination of the work, and will provide all supervision and direction necessary to accomplish same. Tyler will provide all manner of labor, materials, apparatus, appliances, tools, machinery, transportation and whatever else may be required to Tyler Financial And Human Resources Software Application systems Agreement 2013 21