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

Home Browse Search

(c) Terminate the City's license for the infringing Tyler Software Product(s) and refund to City the Software and professional services fees paid for the infringing Tyler Software Product(s), as depreciated on a straight -line basis over a seven (7) year period commencing on the Effective Date. 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 shall apply. ii. The foregoing states Tyler's entire liability and City's sole and exclusive remedy with respect to intellectual property infringement. 6. Limitation of Liability. In no event will Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the use of the Tyler Software Products. Except as otherwise expressly set forth in this Software License Agreement, Tyler's liability for damages and expenses arising out of this Software License Agreement, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to the amount of Software fees set forth in the Investment Summary and paid by City. Such License fees reflect and are set in reliance upon this limitation of liability. SECTION B — PROFESSIONAL SERVICES 1. Services. Tyler will provide professional services (the `Services ") as set forth in the Investment Summary at City's election, including, Implementation, Data Conversion, and other services. The sum for Tyler's provision of Services included in this Agreement will be invoiced at the rates stated herein, regardless of when used. Pricing for Services added to the Agreement beyond the amounts listed in the Investment Summary are subject to Section B (3) herein. 2. Professional Services Fees. a) Notwithstanding specific prices to the contrary set forth in the Investment Summary, all Implementation Services will be invoiced either in half -day or full -day increments. b) Verification in accordance with Section A (3)(a) will be billable to City at the rate for training services set forth in the Investment Summary. c) Expenses will be billed in accordance with the then - current Tyler Business Travel Policy, based on Tyler's usual and customary practices. Tyler agrees not to revise its Business Travel Policy in relation to the policy's application to this Agreement for twenty -four (24) months from the effective date of the Agreement. Copies of receipts will be provided on an exception basis at no charge. Should documentation (including receipts, pertinent backup materials, etc.) for non per diem expenses be requested by the City, an administrative fee may be incurred but will not exceed $5.00 per week of onsite services. Receipts for mileage and miscellaneous items less than $5.00 are not available. 3. Statement of Work. The Statement of Work ( "SOW ") is attached to this Agreement as Exhibit 8. Both parties understand and agree that the SOW is subject to revision by mutual agreement in Tyler Financial And Human Resources Software Application Systems Agreement 2013 67