Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 2

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the title, copyright, and other intellectual property rights inthe Tyler Software and the Documentation, The Tyler Software is licensed, not sold. 2. license Fees, You agree topay usthe license fees |nthe amounts set forth |nthe Investment Summmmry. Those amounts are payable in accordance with our Invoicing and Payment Policy. Escrow. Wenmainteinamescrowagmeementwbhath|rdpartyunderwb|chweplacethesomrcecodefor each major release ofthe Tyler Software. You may beadded aymbeneficiary tothe escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee set forth in the Investment Summary. You will be responsible for maintaining your ongoing status as a beneficiary, including payment ofthe then -current annual beneficiary fees. Release ofsource code for the Tyler Software |s strictly governed bythe terms ofthe escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will bewithout Defect(s)aslong asyou have a Maintenance and Support Agreement |meffect. |fthe Tyler Software does not perform auwarranted, wewill use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. SECTION C — PROFESSIONAL SERVICES 1. Services/ We will provide you the various |mp|ementatJon'rela:ted services itemized in the Investment Summary and described in the Statement of WordbirViAlf 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth hn the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. VVowill bill you the actual fees incurred based nnthe in -scope services provided toyou. Any discrepancies iothe total values set forth inthe Investment Summary will be resolved by multiplying the applica�le hourly rate by the quoted hours. 3. Additional Services. The Investment 3mnmmon/montains,awd the Statement ofWork describea the scope of services and related costs (including programming and/or interface estimates) required for the project based onour understanding ofthe specifications you supplied. |fadditional work iorequired, mrifyou use orrequest additional services, vvowill provide you with an addendum orchange order, as applicable, outlining the costs for the additional' work. The price quotes in the addendum or change order will be valid for thirty (30)days from the date nfthe quote. 4. Cancellation, We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, atleast two (2)weeks inadvance ofcommitments. Therefore, ifyou cancel services less than two (Z)weeks |nadvance (other than for Force K4ajeureorbreach bVux),you will heliable for all (a)non- refundable expenses|ncuoedbyusonyourbeha|f, and (b)daily fees associated with cancelled professional services ifvveare unable toreassign our personnel. VVewill make all reasonable efforts toreassign personnel in the event you cancel within two (2) weeks of scheduled commitments, S. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. |nthe event vveprovide services that donot conform tothis warranty, vvewill re - perform suchsemicesaKnoadd|tlnna|costtoyou. G. Site Access and Requirements. Atnocost tnus, you agree tnprovide uowith full and free access toyour tm� �� ",