Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 3

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10.5 EXCEPI-IONS TO THE RFP CITY OF SOUTH BEND, INDIANA RFP — UTILITY BILLING SYSTEM Tyler Statement Regarding Exceptions to the Aforementioned Procurement Document(s) Tyler's Proposal is based on the delivery of the requested software and services according to Tyler's standard implementation methodology and Tyler's standard contracts. That methodology, and those contracts, have been refined and enhanced over Tyler's many years of operation in the public sector information technology market. Tyler's submission of its Proposal does not constitute a waiver of Tyler's right to negotiate any and all terms to the mutual satisfaction of the parties. Tyler is providing "exceptions" to the procurement terms and conditions to]. your review. This representative list does not negate any of the expectations Tyler has stated above. • Conti -act Considerations. Tyler reserves the right to, negotiate any and all terms to the mutual satisfaction of the parties. Tyler will consider its implementation methodology and its contract(s) to be the starting point for those negotiations unless expressly stated otherwise in its Proposal. Tyler's standard contract(s) are included for your reference. To the extent you request to incorporate your bid documents and out, proposal documents into the contract package, we will agree to do so as long as the order of priority is (a) tile filial, negotiated contract; (b) out- proposal documentation; and (c) your bid documentation. • Pricing. Unless expressly indicated otherwise, our Proposal contains estimates of the amount of set -vices and associated expenses needed, based on out, understanding of the size and scope of your project, The actual.amount of services and expenses depends on such factors as your level of involvement in the project and the speed of knowledge transfer. If required, we will provide a not -to -exceed quote once the scope of services has been finalized. Unless noted otherwise, out- services rates do not include travel expenses, which are separately estimated. Unless expressly indicated otherwise, the fees we have quoted do not include any taxes, • Applicable Law, Tyler agrees to comply with applicable laws and mutually agreed to Client policies/procedures. Tyler reserves the right to discuss in good faith which laws and policies/procedures the Client considers applicable, and to identify those in the contract. To the extent compliance requires a modification to the Tyler software, Tyler will provide that modification according to the provisions set forth in Exhibit C to the Tyler contract or as otherwise agreed to by the parties. Tyler will comply with the ADA in its employment practices. Tyler has included information regarding the accessibility features of our proposed software, but reserves the right to, negotiate the applicability of the ADA or other similar laws/regulations/policies to Tyler's software. • Acceptance. Tyler is willing to negotiate a mutually agreeable acceptance process of at least 30 days that is based on warranted functionality. • Payment Terms. Tyler's standard payment terms are set forth in the Invoicing and Payment Policy (Exhibit B) to the standard Tyler contract. Payment shall be made within 45 days of receipt of invoice. • Indemnification. Tyler shall defend, indemnify and hold harmless the Client from and against any and all direct claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) for personal injury or property damage arising from Tyler's negligence or willful misconduct; a breach of Tyler's confidentiality obligations arising from 60 ('ity ofSouth B(.mo, IN MiMy f3dfiwl