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

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2. License Fees. The City agrees to pay Tyler, and Tyler agrees to accept from the City as payment in full for the license granted herein, the Software fees set forth in the Investment Summary (Exhibit 1). 3. Verification of the Tyler Software Products. a) Within seventy -five (75) calendar days after the Tyler Software Products have been installed on City's hardware, the City will use its own process with assistance from Tyler as necessary to verify that the Tyler Software Products perform all of the functions set forth in Exhibit 2 - Verification Test (excluding customization, modifications, etc.). This Verification Test will constitute verification that the Tyler Software Products conform to the then - current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written proposal to the City. b) Verification as described herein will be final and conclusive except for a latent defect, fraud, and a gross mistake that amounts to fraud. In the event verification is not final and conclusive, pursuant to this paragraph, Tyler will correct the cause thereof. In the event Tyler cannot correct the cause thereof, the City may invoke its rights under Section A (4). c) Tyler will promptly correct any functions of the Tyler Software Products that failed verification. 4. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to materially conform to the then - current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written Proposal to the City. In the event of a conflict between the aforementioned documents, the functional descriptions of the Tyler Software Products in Tyler's written Proposal to the City will govern until live processing (not to exceed two (2) years from the Effective Date), and the then - current Tyler User Guides will control thereafter. A Tyler Software Product is "Defective" if it contains a Defect. For as long as a current Tyler Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as warranted, Tyler will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with Tyler's then - current Support Call Process (current Support Call Process as of the Effective Date is set forth in Exhibit 3). Should Tyler be unable to cure a Defect or provide a replacement product, the City will be entitled to a refund of the Software fee and professional services fees paid for the Defective Tyler Software Product, as depreciated on a straight -line basis over a seven (7) year period commencing on the Effective Date, which will be City's sole remedy should Tyler be unable to cure the Defect or provide a replacement product. Should a refund be issued prior to the Client's productive use of the Software (not, in any event, later than two (2) years from the Effective Date), no proration will apply. The foregoing notwithstanding, the Tyler Software Products will interface with each other upon live processing as indicated in its Proposal and in accordance with the Tyler User Guides thereafter. 5. Intellectual Property Infringement nfringement Indemnification. a) Tyler, at its own expense, will completely and entirely hold harmless, indemnify and defend the City from any claim or suit brought against the City involving an alleged violation of patents or copyrights resulting from Tyler's or the City's use (provided such use otherwise complies with the Tyler Financial And Human Resources Software Application Systems Agreement 2013 3