2020-150-E IT - Tyler Technologies EnerGov contract amendment

Browse Search

DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least$1,000,000; (b) Automobile Liability of at least$1,000,000; (c) Professional Liability of at least$1,000,000; and (d) Workers Compensation complying with applicable statutory requirements. We will add you as an additional insured on the General Liability and Auto Liability policies and provide you with copies of certificates of insurance reflecting all policies required hereunder. In the event of a cancellation of a policy required hereunder,we will provide you with commercially reasonable notice and updated certificates of insurance. SECTION I—GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services, including but not limited to services to transfer the Tyler Software to a replacement hardware system or to perform post- implementation system performance and testing services, at the rates set forth in the Investment Summary for twenty-four(24) months from the Effective Date for services, and thirty-six (36) months from the Effective Date for products, and thereafter at our then-current list price, by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twenty-four(24) months for services and thirty-six(36) months for products from the Effective Date. 3. Dispute Resolution. For all disputes other than invoice disputes subject to Section F(2),you agree to provide us with written notice no later than forty-five (45) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with the other party's appointed senior representative. Senior representatives will meet at your office within forty-five (45) days of our receipt of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may assert our respective rights and remedies in court. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of this Agreement, or the performance or non-performance of this Agreement, must be brought in the General Court of Justice of North Carolina sitting in Orange County, unless the claim must be brought in federal court, in which case it must be brought in the federal district court in or serving Orange County. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures, and the parties may agree to nonbinding mediation of any dispute prior to bringing a claim in court. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity,you agree to provide us with a tax-exempt certificate. Otherwise,we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit,you agree to provide us with a copy. For clarity,we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition ••-o . tyler 9