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

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the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). Invoice Disputes, If you be|ieveany delivered software o/service does not conform tot he warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt ofthe applicable invoice. The written notice must contain reasonable detail ofthe issues you contend are in dispute snthat we can confirm the issue and respond to your notice with either justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented inyour notice. VVewill work with you aomay benecessary todevelop anaction plan that outlines reasona:ble steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. |fweare unable tocomplete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment ofthe invoice. VVereserve the right tosuspend delivery ufall 3uaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (l5)days ofnotice ofour intent todoso. SECTION F — TERM AND TERMINATION 1. Term, The initial term ofthis Agreement bfive (5) years from the first day ofthe first month following the Effective Date, unless earlier terminated omset forth below. Upon expiration nfthe initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior tothe end ofthe then -current renewal term. Your right toaccess mruse the Tyler Software and the SamSServices will terminate a1the end ofthis Agreement. 2. Term ila§on. ThbAgreement may betemninatedasset forth bellow. |nthe event ofterm imation, you will pay uofor a|U umdispmted fees and expenses related 10the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all: terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access tothe SaaSServices b contingent upon your timely payment of5aeSFees. |fyou fail totimely pay the SaaSFees, mm may discontinue the SaaS Services and deny your access to the Tyler Software, VVemay also terminate this Agreement ifyou don't cure such failure topay within forty-five (4S)days nf receiving written notice ofour intent toterminate. 2.2For Cause. Ifyou believe wehave materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause inthe event xvedo not cure, or create a mutually agreeable action plan toaddress, a material breach ofthis Agreement within the thirty (3O)day window set forth |nSection H(3). 2.3 Either party has the right toterminate this Agreement ifaForce Majeureevent suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of,Appropriations. Nyou should not appropriate orotherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to refund nroffset mfpreviously paid, but unused Sam5Fees. You agree not tuuse termination for lack nfappropriations asa