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

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8. Final Acceptance. The City requires four (4) months to perform an audit of the Enterprise Resource Plan ( "ERP ") System to determine if it meets all specifications. This activity can only be started once all modules of the ERP System are in live production. During this period, the City will perform an audit of the ERP System. If after conducting the audit, the Tyler Software Products or the ERP System as a whole (including modifications and customizations) does not function in compliance with the warranties detailed in this Agreement, the City will have the option, upon notice to Tyler, to: a) Terminate the entire Agreement for cause in accordance with the provisions of Section E(15) of this Agreement in the event of a Priority 1 issue; or b) Accept the Tyler Software Products or ERP System at its then level of performance; or c) Permit the audit period to be further extended for such period as mutually agreed upon by the parties in writing to address identified non - compliance; or d) Accept those modules of the ERP System that are in compliance with the specifications and require Tyler to conform the remaining portions to the specifications of the Agreement in accordance with a mutually agreed upon schedule; or e) Pursue such remedies as may be available to the City at law or in equity. If after conducting the audit the Tyler Software Products and the ERP System as a whole comply with the warranties detailed in this Agreement, Tyler and the City will execute a Letter of Final Acceptance. 9. Interfaces. Tyler will reasonably cooperate with 3rd party vendors to develop and maintain interfaces requested by the Client. Tyler will not be responsible for any changes required for developed interfaces caused by events outside of its control, including, without limitation, a change in the third party vendor's software SECTION C — MAINTENANCE SERVICES 1. Scope. The City agrees to purchase and Tyler agrees to provide maintenance services for the Tyler Software Products in accordance with the following terms and conditions. 2. Term of Agreement. This Maintenance Agreement is effective upon the successful installation of the Tyler Software Products. The City will sign off on the successful completion of installation in the format provided in writing by Tyler. The City's sign off shall not be unreasonably withheld. and will remain in force for an initial one (1) year term, which will renew automatically for additional one (1) year terms at Tyler's then - current Maintenance fees unless terminated in writing by either party at least fifteen (15) calendar days prior to the end of the then current term. The foregoing notwithstanding, increases to the annual maintenance fees for the Tyler Software Products set forth in the Investment Summary will be limited to five percent (5 %) per year for the first five (5) annual renewals and eight percent (8 %) per year for the immediately following four (4) annual renewals. The foregoing notwithstanding, increases to annual maintenance fees for Tyler Software Products for the sixth through ninth renewals shall not exceed the increases applicable to similarly situated clients (to be Tyler Financial And Human Resources Software Application systems Agreement 2013 7