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

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accordance with requirements of this Agreement as the Project progresses. The Statement of Work is considered to be a part of this Agreement as shown in the attached, as will all future revised Statements of Work. 4. Additional Services. a) Training and /or consulting services utilized in excess of those set forth in the Investment Summary and additional related services such as conversions, modifications, etc. not set forth in the Investment Summary will be billed at Tyler's then - current rates, provided, however, any such services provided within two (2) years of the Effective Date will be done so at the rates listed in the Investment Summary. In the event the City requires additional professional services, those services will be added to the Agreement utilizing an ACIS form. b) Programming and /or interface quotes are estimates based on Tyler's understanding of the specifications supplied by the City. In the event the City requires additional work performed above the specifications provided, Tyler will submit to the City an ACIS form containing an estimate of the charges for the additional work requested by the City. The City will have thirty (30) calendar days from the date the estimate is provided to approve the ACIS. 5. 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 provision or quality of the services or the use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of its provision of professional services, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to the amount of consulting, training, conversion, and other miscellaneous services fees set forth in the Investment Summary and paid by the City. Such fees reflect and are set in reliance upon this limitation of liability. 6. Cancellation. In the event the City cancels services, and such cancellation is not due to Tyler's failure to perform in accordance with the requirements of this Agreement, less than two (2) weeks in advance of the date Services are scheduled to be performed, the City is liable to Tyler for (i) all non- refundable expenses such as airfare, hotel, rental car and mileage incurred by Tyler on the City's behalf; and (ii) daily fees associated with the canceled services if Tyler is unable to re- assign its personnel. The foregoing notwithstanding, the City will have no liability for such fees or expenses the first time a cancellation is subject to this provision. 7. Services Warranty. Tyler warrants that it will perform all professional services in a good, professional, workmanlike manner, consistent with industry standards. In the event Tyler provides services that do not conform to this warranty, Tyler will re- perform the services until the services conform to such warranty at no additional cost to the City. The City reserves the right to request that Tyler remove any employee(s) performing Services under this Agreement. Tyler will honor City's request as expeditiously as possible and will be permitted a reasonable opportunity to cure the conditions leading to the City's proposed removal of the Tyler employee. Tyler Financial And Human Resources software Application Systems Agreement 2013 31