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

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do and complete the work, and will be responsible for same, and for the safe, proper and lawful installation, maintenance and use thereof. The City will provide consumable products [i.e., paper, toner, ribbons, etc] in conformance with the written specifications provided to the City by Tyler. In addition Tyler and the City will reasonably protect the work sites and work from damage. All on -site work will be approved and scheduled in advance by the parties hereto. 43. CityProperty. No employees of Tyler will be on -site at the City without the prior permission and personal on -site check -in with the City's Project Manager or designee. The City may allow Tyler access to the work -site in early morning and evening hours to expedite installation by mutual agreement. Tyler agrees to coordinate all activity with City on a daily basis. 44. Availability of Maintenance Services. Provided the City pays annual Maintenance fees, Tyler will provide maintenance services for the Tyler Software Products for at least seven (7) years from the Effective Date of this Agreement. 45. Successor Software Products. As long as the City maintains a continuous Maintenance Agreement with Tyler for each of the Tyler Software Products and (i) in the event a Tyler software product is no longer supported, and (ii) Tyler makes available successor software products (e.g., software products based on a new technical architecture) ( "Successor Products ") with substantially similar price, features, and functionality to the Tyler software product for ten (10) years from the Effective Date, then the City, at its sole discretion, may transfer the Tyler software product to the Successor Products, for no additional license fees. In the event the City elects to transfer the Tyler software products to the Successor Products, the City will return to Tyler the Tyler software products and pay the then - current maintenance fees for the Successor Products and fees for services and third party hardware and software associated with the transfer to the Successor Products, at the rate(s) charged to other Tyler Cities. 46. Costs Not to Exceed. City will pay Tyler a not -to- exceed price of $1,156,720.00 as evidenced in the Investment Summary and Statement of Work, exclusive of recurring charges such as maintenance, OSDBA Contract Services and escrow fees which shall also be remitted by the City in accordance with the requirements of this Agreement. The not -to- exceed price will not necessarily apply in the event the City modifies the scope of the services itemized in the Statement of Work and otherwise included in this Agreement or if the City fails to timely perform all of its material obligations under this Agreement. 47. Construction. All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term "will" is mandatory in this Agreement. 48. Contract Documents. Any exhibits and /or attachments attached to the Agreement are incorporated by reference into the Agreement as though included verbatim herein. This Agreement includes the following attachments /exhibits: Exhibit 1— Investment Summary Exhibit 2— Verification Test Tyler Financial And Human Resources Software Application Systems Agreement 2013 22