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Resolution No. 2010-009RESOLUTION NO. 2010-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT NO. 5 TO THE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. FOR MAINTENANCE OF THE CITY'S FINANCIAL SOFTWARE SYSTEM WHEREAS, on May 24, 2006, the City Council of the City of Vernon adopted Resolution No. 9046 approving and authorizing the execution of an Agreement with Tyler Technologies, Inc., Eden Division ("Tyler") for a license and maintenance of the City's financial software system ("Financial Software System"), and WHEREAS, the Agreement has been amended by Amendment No. One dated November 6, 2007 approved by Resolution No. 9465, a Change Order dated January 22, 2008, Amendment No. Two dated February 19, 2008 approved by Resolution No. 9557, Amendment No. Three dated February 9, 2009 approved by Resolution No. 9855 and Amendment No. Four dated July 13, 2009, approved by Resolution No. 10,018 (the "Amended Agreement"); and WHEREAS, by memo dated January 6, 2009, the City - Administrator recommended the renewal of the Maintenance Agreement for the Financial Software System for 2010; and WHEREAS, the City and Tyler desire to amend the Amended Agreement to extend the Maintenance Agreement of the Financial Software System for the period January 1, 2010 through December 31, 2010, and to amend Exhibit 1 to the Amended Agreement to reflect the 2010 maintenance fee of Forty -Two Thousand Six Hundred Eighteen Dollars and Forty -Two Cents (42,618.42); and - 1 - WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (b)(1) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an amendment with Tyler to provide for the annual support of the Financial Software System to ensure the uninterrupted operation of the Financial Software System and enhance the efficient operation of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves Amendment No. 5 to the Amended Agreement with Tyler, in substantially the form attached hereto as Exhibit A and incorporated by reference and authorizes the City Administrator, or his designee, to negotiate with Tyler modifications to the Agreement which in the opinion of the City Administrator and the City Attorney will better protect the City. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to execute said Amendment for, and on behalf of, the City of Vernon as attached in Exhibit A, or alternatively, to execute a modified Agreement if the changes negotiated with Tyler are approved by the City Attorney, and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. - 2 - SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send one fully executed Amendment to: Christina Hendrickson Tyler Technologies, Eden Division 1100 Oakesdale Avenue SW Renton, WA 98057 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this -resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 11th day of January, 2010. ATTEST: VELA GIRON, eity Clerk Name: Hilario Gonzales Title: Mayor - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-09, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, January 11, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of January, � y, 2010, at Vernon, California. (SEAL) If �' 4� - MANUELA GIRON, City Clerk - 4 - EXHIBIT A AMENDMENT NO. 5 TO AGREEMENT BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. FOR FINANCIAL SOFTWARE MAINTENANCE This Amendment No. 5 to that certain Amended Agreement, originally dated August 17, 2006, is made as of , 2010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("the City") and Tyler Technologies, Inc. ("Tyler"). WHEREAS, the City and Tyler are parties to an Agreement dated August 17, 2006, as amended by Amendment No. 1 on November 6, 2007, a Change Order dated January 22, 2008, Amendment No. 2 on February 19, 2008, Amendment No. 3 on February 9, 2009 and Amendment No. 4 on July 13, 2009 (collectively, the "Amended Agreement") under which Tyler provides the City with a license to and maintenance of a financial software system; and WHEREAS, Section E, Article 11 of the Amended Agreement permits the Amended Agreement to be modified by written amendment signed by authorized representatives of both parties; and WHEREAS, the City and Tyler desire to amend Section C ("Maintenance Agreement") of the Amended Agreement to extend the term of the Maintenance Agreement for the period January 1, 2010 through December 31, 2010, and to amend Exhibit 1, Investment Summary, to reflect the 2010 maintenance fees. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby agree as follows: 1. The term of the Maintenance Agreement as set forth in Section C, Article 2, is hereby extended for an additional year, January 1, 2010 through December 31, 2010. 2. Exhibit 1, Investment Summary, of the Amended Agreement is hereby amended to provide that the 2010 maintenance fee for the City's financial software system shall be Forty - Two Thousand Six Hundred Eighteen Dollars and Forty -Two Cents ($42,618.42), plus any applicable taxes. A copy of the 2010 Support Invoice is attached hereto and made a part hereof as Attachment A. 3. It is the express intent of the parties that wherever in the Amended Agreement the term "Client" appears, it shall have the same meaning as "City" in this Amendment. 4. Except as expressly modified by this Amendment, all provisions of the Amended Agreement shall remain in full force and effect. 5. This Amendment is executed in duplicate originals, each of which is deemed to be an original for all purposes. 12720-0001 \11978680.doc 6. The provisions of this Amendment shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment and shall supercede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment. 7. The person or persons executing this Amendment on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. [Signatures Begin on Next Page] 12720-0001\1197868v3.doc 2 IN WITNESS WHEREOF, the parties have signed this Amendment as of the Effective Date stated in the introductory clause. City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Tyler Technologies 1100 Oakesdale Avenue SW Renton, Washington 98055 Name: By. Donal O'Callaghan, City Administrator Title: ATTEST: By: Name: MANUELA GIRON, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 12720-0001\1197868v3.doc EXHIBIT A 2010 SUPPORT INVOICE 12720-0001\1197868v3.doc I flit Remittance: Tyler Technologies, Inc Invoice P.O. Box 678168 ;( Dallas, TX 75267-8168 Invoice No Date Page 21059 12/04/2009 1 of 2 technologies Questions: Phone: 207-781-2260 Toll -free: 1-800-772-2260 Email: munis,accounting@tylerteoh.com Fax : 207-781-2459 (Accounting Dept) DEC Bill To: City of Vernon Ship To: City of Vernon fA§i1h'{ 4305 Santa Fe Avenue 4305 Santa Fe Avenue Cf' OF yr of'rla Vernon, CA 90058 Vernon, CA 90058 Customer No. Ord No PO Number Currency Terms Due Date 6584 10105 USD DUE 12/04/2009 Date Description Units Rate Extended Price CORE Cashiering Support -1 Statlon 1 4,430.28 4,430.28 GUAP/PG Support 1 9,320.92 9,326.92 State Package Support 1 1.165.86 1,165.86 GASB Support 1 980.4E 980.49 Accounts Receivable Support 1 2,798.07 2,798.07 Contract Management Support 1 2,331.73 2,331.73 Fixed Assets Support 1 2,798.07 2,798.07 Crystal Views Support 1 1,165.86 1,165.86 Project Accounting Support 1 3,497.69 3,497.59 Tyler Output Processing Support 1 1,515.62 1.515.62 Tyler Online Training Center 1 1,500.00 1,500.00 Payroll Support 1 4,285.88 4,255.68 Inventory Support 1 4,337.99 4,337.99 j LaserFiche interface Support- Output Channel 1 582,93 682.93 12720-0001\1197868v3.doe 5 rd Remittance: Tyler Technologies, Inc Invoice P.O. Box 67B168 Dallas, TX 76267-8168 Invoke No Date Page A 21059 12/0412009 2 of 2 t r technologies Questions: Phone: 207-781-2260 Toll -free: 1-800-77272260 Email: munis.accounting@tylertech.coi-n Fax: 207-781-2469 (Accounting Dept) Bill To: City of Vernon Ship To: City of Vernon Ali)!; r7. /onr. r. ... .. " W, k'.Q'J0 vainim, UA U(j(joz5 Customer No. Ord No PO Number Currency Terms Due Date 6584 10105 USD DUE 12/0412009 Date Description Units Rate Extended Price Forms SUPPOlt (Additional addendum) 1 392.19 392.19 Forms Support (Original Contract] 1 1,538.94 1,538.94 Subtotal 42,618.421 Sales Tax 0.001 Invoice Total 42,618.42 12720-0001\1 197868v3.doc -.0r : . OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 19, 2010 Wade Riley Tyler Technologies, Inc. 370 U.S. Route 1 Falmouth, Maine 04105 Re: Financial Software Agreement — Amendment No. 5 Dear Mr. Riley: Transmitted herewith is a fully executed amendment as referenced above, approved by City Council on January 11, 2010, through Resolution No. 2010-09. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583- 8811 ext. 834. Very truly yours, NNellyyo City Clerk NG:dj c: Donal O'Callaghan Andrei Yermakov Purchasing Department Resolution No. 2010-09 Agreement File No. 10-006 E)Ccfusivefy Industriaf . AMENDMENT NO. 5 TO AGREEMENT BETWEEN THE CITY OF VERNON AND TYLER TECHNOLOGIES, INC. FOR FINANCIAL SOFTWARE MAINTENANCE This Amendment No. 5 to that certain Amended Agreement, originally dated August 17, 2006, is made as of January 11, 2010 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("the City") and Tyler Technologies, Inc. ("Tyler"). WHEREAS, the City and Tyler are parties to an Agreement dated August 17, 2006, as amended by Amendment No. 1 on November 6, 2007, a Change Order dated January 22, 2008, Amendment No. 2 on February 19, 2008, Amendment No. 3 on February 9, 2009 and Amendment No. 4 on July 13, 2009 (collectively, the "Amended Agreement") under which Tyler provides the City with a license to and maintenance of a financial software system; and WHEREAS, Section E, Article 11 of the Amended Agreement permits the Amended Agreement to be modified by written amendment signed by authorized representatives of both parties; and WHEREAS, the City and Tyler desire to amend Section C ("Maintenance Agreement") of the Amended Agreement to extend the term of the Maintenance Agreement for the period January 1, 2010 through December 31, 2010, to amend Exhibit 1, Investment Summary, to reflect the 2010 maintenance fees, and to amend certain general provisions. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby agree as follows: 1. The term of the Maintenance Agreement as set forth in Section C, Article 2, is hereby extended for an additional year, January 1, 2010 through December 31, 2010. 2. Exhibit 1, Investment Summary, of the Amended Agreement is hereby amended to provide that the 2010 maintenance fee for the City's financial software system shall be Forty - Two Thousand Six Hundred Eighteen Dollars and Forty -Two Cents ($42,618.42), plus any applicable taxes. A copy of the 2010 Support Invoice is attached hereto and made a part hereof as Attachment A. 3. Section E, Article 14 of the Amended Agreement ("No Assignment") is hereby amended in its entirety to read: "Tyler shall not assign or attempt to assign any portion of this Agreement, without the prior written approval of the City Administrator, except that Tyler may, without the City's prior written consent, assign the contract in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets. Any assignment made in violation of this section is invalid and void. 12720-0001\1197936v3.doc City may not assign its rights and responsibilities under this Agreement without Tyler's prior written approval, not to be unreasonably withheld." 4: Section E, Article 17 of the Amended Agreement ("Insurance") is hereby amended in its entirety to read: "A. Tyler shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars.($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Tyler or Tyler's officers, employees, or agents. B. Tyler shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,600,000) per occurrence, combined single limit, covering any vehicle utilized by Tyler in performing the services required by this Agreement, subject to any applicable limitations of liability. C. Tyler shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect the City from any losses sustained through any errors or omissions committed by Tyler or Tyler's officers, employees, or agents, subject to any applicable limitations of liability. Further, Tyler agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. D. Tyler agrees to maintain in force at all times during the performance of work under this Agreement Workers' Compensation Insurance as required by law. E. Tyler shall require each of its sub -contractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement. F. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. G. At all times during the term of this Agreement, Tyler shall maintain on file with the City, a certificate or certificates of insurance, satisfactory to the City, showing that the aforesaid policies are in effect in the required amounts. Tyler shall, prior to commencement of work under this Agreement, file with the City, such certificate and certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as an additional insured on Tyler's General Liability policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to the City, and specifically stating that the coverage 12720-000 1 \1 197936v3.doe 2 contained in the policies affords insurance_ pursuant to the terms and conditions asset forth in this Agreement." 5. Section E, Article 23(f) of the Amended Agreement ("Payment Terms") is hereby amended in its entirety to read: "(f) Any travel expenses, as described in Exhibit 3 to the Agreement ("Business Travel Policy"), are subject to City's prior approval." 6. It is the express intent of the parties that wherever in the Amended Agreement the term "Client" appears, it shall have the same meaning as "City in this Amendment. 7. Except as expressly modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. 8. This Amendment is executed in duplicate originals, each of which is deemed to be an original for all purposes. 9. The provisions of this Amendment shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment and shall supercede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment. 10. The person or persons executing this Amendment on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder. [Signatures Begin on Next Page] 12720-0001\1197936v3.doc 3 IN WITNESS WHEREOF, the parties have signed this Amendment as of the Effective Date stated in the introductory clause. City of Vernon Tyler Technologies 4305 Santa Fe Avenue 1100 Oakesdale Avenue SW Vernon, CA 90058 Renton, Washington 98055 By: /�?/�G�-wGs✓ B - Name: fJI�GGy fir. �e�l�.r� Donal O'Callaghan' dministrator Title: By: ATTEST: Name: 17��.4,tq MANVELA IR "�V, City Clerk Title:�Q�s' 'VAr10 APPIkOVED ATO FO LA NCE S. WIENER, City Attorney 12720-0001\1197936v3.doc 4 12720-0001\1197936v3.doc EXHIBIT A 2010 SUPPORT INVOICE 5 �1f4 Remittance: I �t I Tyler Technologies, Inc Invoice P.O. Box 678168 Dallas, TX 75267-8168 t20Ido No Date Page iaa 1059 12/04/2009 1 of 2 tech olo ies Questions: Phone: 207-781-2260 Toll -free: 1-800-772-2260�� Email: munis.accounting@tylerteoh,com Fax: 207-781-2459 (Accounting Dept) DEC , ,4 Bill To: of VernonShip �305 To: fRof VernonEA�IhQ(�9 cfl S OFFj�f Santa Fe Avenue 4305 Santa Fe Avenue or i� Vernon, CA 90058 Vernon, CA 90058 Customer No, Ord No PO Number Currency Terms Due Date 6584 10105 USD DUE 12/04/2009 Date Description Units Rate Extended Price CORE Cashiering Support -1 Station 1 4,43D.28 4,430.28 GUAPIPG Support 1 9,326,92 9,326.92 State Package Support 1 1,165.86 1,165.86 GASS Support 1 980.49 980.49 Accounts Receivable Support i 2,798.07 2,798.07 Contract Management Support 1 2,331.73 2,331.73 Fixed Assets Support 1 2,798.07 2,798.07 Crystal Views Support 1 1,165.86 1,165.86 Project Accounting Support 1 3,497.69 3,497.59 Tyler Output Processing Support 1 1,515.62 1,515.62 Tyler Online Training Center 1 1,500.00 1,500.00 Payroll Support 1 4,286.88 4,255.08 Inventory Support 1 4,337.99 4,337.99 r' LaserFiche interface Support- Output Channel 1 582..93 682.93 12720-0001\1197936v3.doe 6 Remittance: atl Tyler Technologies, Inc Invoice i P.O. Box 67B168 i c,! rInvoice No Date Page Dallas, TX 76267-8168 � , 21059 12/04/2009 2 of 2 technologies Questions: Phone: 207-781-2260 Toll -free: 1-800-77272260 Email: munis.accounting@tylertech.com Fax: 207-781-2469 (Accounting Dept) Bill To: City of Vernon Ship To: City of Vernon vamcm, Ca b(Ajob j Customer No. Ord No PO Number Currency Terms Due Date 6584 10105 USD DUE 12/04/2009 Date Description Units Rate Extended Price Forms Support (Additional addendum) 1 392.19 392.19 Forms Support (Original Contract) 1 1,538.04 1,538.94 I Subtotal 42,618.42 Sales Tax 0.00 Invoice Total 42,618.42 i 12720-0001\1197936v3.doc 7 • ••:':•. tyler •• technologies January 12, 2010 Donal O'Callaghan City of Vernon 4305 Santa Fe Avenue Vernon CA 90058 Dear Donal, 370 US Route One Falmouth, Maine 04105 P: 800.772.2260 F: 207.781.2459 www.tylertech.com Enclosed, please find two (2) original copies of Amendment 5 between Tyler Technologies Inc. and City of Vernon. Please sign each in blue ink and return one (1) original in the enclosed envelope attention: Wade Riley Tyler Technologies Inc. 370 U. S. Route 1 Falmouth, Maine 04105 Thank you for selecting Tyler Technologies Inc. to meet your software needs. We look forward to a long and mutually beneficial business relationship. Please do not hesitate to contact me at 1-800-772-2260, extension 4525, if you have any questions. Sincerely, Wade Riley Contracts Specialist Enclosures JAN 0 7 2010 CITY CLERK'S OFFICE STAFF REPORT APPROVED J 4 i 1 '10 CRY OONCI[l INFORMATION TECHNOLOGY DEPARTMENT TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, City Administrator �VN DATE: January 7, 2010 SUBJECT: FINANCIAL SOFTWARE SYSTEM (EDEN) - MAINTENANCE Purpose: The Information Technology Department recommends approving Amendment No. 5 to an Agreement between the City of Vernon (the "City") and Tyler Technologies, Inc. ("Tyler") to extend the Maintenance Agreement for the City's main accounting software (the `EDEN system"). The EDEN system provides essential financial and asset management tools for the City. Amendment No. 5 covers the following modules: cashiering workstation, general ledger, accounts payable, purchasing, GASB34 reporting, accounts receivable, contract management, fixed assets, payroll, and inventory; as well as all software updates and standard reports support. The Maintenance Agreement covers support provided during the regular (7:00 a.m. to 5:00 p.m.) and customary business hours Monday through Friday. The attached Amendment No. 5 extends the term of the Maintenance Agreement through December 31, 2010 and sets the annual maintenance fee at a cost of $42,618.42. The Information Technology Department requests approval of Amendment No. 5 in substantially the form provided in the attached Amendment No. 5, subject to additional negotiations with Tyler to be conducted by the City Administrator or his designee. At the time of agenda publication, the City remains in negotiations with Tyler about certain general terms. An update of those negotiations will be provided at the Council meeting. Fiscal Impact• The total cost of the annual support is $42,618.42, which was budgeted in the Information Technology Department in the 2009/2010 fiscal year. Recommendation: It is recommended that the City Council approve the attached Amendment No. 5 to the Agreement to extend the Maintenance Agreement with Tyler Technologies, Inc. at the meeting that will take place on January 11, 2010 to ensure the uninterrupted support of the City's financial system. JAN 0 7 2010 STAFF REPORT Mavor and Citv Council January 7, 2010 Page 2 DO:ay Attachments(s) c: Donal O'Callaghan Nelly Giron, (original) Judy Lehr Andrei Yermakov Document Control INTEROFFICE MEMORANDUM DATE: TO: FROM: SUBJECT: Information Technology Department January 7, 2010 Donal O'Callaghan City Administrator Andrei Yermakov �A Information Technology Manager Financial System Annual Support Renewal am requesting to renew the annual support for the financial system, EDEN, which is the main accounting software used by the City. The EDEN system is used by about one hundred users. The annual support covers following modules: cashiering workstation, general ledger, accounts payable, purchasing, GASB34 reporting, accounts receivable, contract management, fixed assets, payroll, and inventory; as well as all software updates and standard reports support. The total cost of the annual support is $42,618.42, which was budgeted in the IT Department in the 2009/2010 fiscal year. Attached are the original purchasing agreement, the amendment prepared by RWG Law, and the staff report. The agreement is recommended to be reviewed during the Council meeting on January 11, 2010. AY/ Attachments: Resolution 9046 - original contract Amendment No. 5 prepared by RWG Law Staff Report RZE C EA JAN 0 7 2010