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R-2024-334 - 12/5/2024 RESOLUTION NO. R-2024-334 WHEREAS, the City of Round Rock ("City") previously entered into an Agreement with Tyler Technologies, Inc. to purchase technical services to license certain Financials, Human Resource, and Payroll Administrative Software; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREAS, Tyler Technologies, Inc. is the sole source provider of the City's current operating system, Munis Financial System, as shown in Exhibit "A," and incorporated herein for all purposes; and WHEREAS, the City desires to enter into Amendment No. 4 to the Agreement with Tyler Technologies, Inc. extending the term for an additional three (3) year term, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City Amendment No. 4 to "City of Round Rock `Software as a Service' Agreement with Tyler Technologies, Inc.," a copy of said Amendment being attached hereto as Exhibit `B" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551,Texas Government Code, as amended. 0112.20242;4903-3694-4641 RESOLVED this 5th day of December, 2024. Al CRAIG MRG Mayor City of Rot R ,Texas AT ST: ANT4 FRANKLIN, City Clerk EXHIBIT City of Round Rock Purchasing „A„ JR�UND ROCK TEXAS Justification Form U.N omsw.. Date: 10/18/24 Name ment Information Technology To: Purchasing Requestor Jany Bravo Name: Phone Number: (512) 341 -3156 Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional information as needed to support the exemption request. The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to be exempt for this procurement. This Justification Form is executed and filed with the Purchasing Division as follows: 1. The undersigned is authorized and certifies that the following exemption is applicable to this purchase. Please check the criteria listed below that applies to this purchase request: 0 Sole Source (check one) ❑■ Items that are available from only one source because of patents, copyrights, secret process, or natural monopolies. El Films, manuscripts, or books. ❑Gas, water, and other utilities. ❑Captive replacement parts or components for equipment. El Books, papers, and other library materials for a public library that are available only from the persons holding the exclusive rights to the materials. ❑ Goods Purchased for Subsequent Retail Sale o A procurement of goods being purchased for subsequent resale by the City. ❑ Public Calamity o A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of a municipality. ❑ Public Health and Safety o A procurement necessary to preserve or protect the public health or safety of the municipality's residents. ❑ Unforeseen Damage o A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. 11 Page ❑ Personal, Professional or Planning Services o A procurement of personal, professional, or planning services ❑ Other o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box below. 2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local Government Code is being submitted for this purchase. (Attach additional pages if needed) Tyler Technologies, Inc. is the sole developer, provider, and implementer of the Tyler Enterprise ERP (formerly known as MONIS) software. Additionally, Tyler is the only party authorized to support, and update or modify the software. The City of Round Rock currently uses Tyler Munis for financial reporting and tracking. It is in the City's best interest to remain with this software. 3. Attach and submit the following documentation that supports this justification as applicable. • Vendor's proposal/quote. • If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter should be no older than 6 months old and signed by an authorized representative on company letterhead. 4. Because the above facts and supporting documentation the City of Round Rock exempts this procurement from LGC Chapter 252 and intends to contract with: Vendor Name: Tyler Technologies Description: Tyler Munis Financial Software 5. Check the purchase type and fill in the dollar amount and purchase term as applicable: ❑ This is a one-time purchase request for $ 0 This is a term contract request for 36 (# months) in the amount of$ 1,304,712 Purchasing Office/ 10/22/2024 Management Review: David Carter(Oc 22,202415:37 CDT) Purchaser/Purchasing Management (over$50,000) Date Approved by: leakX7saad 10/22/2024 Department Manager, Asst Director, or Director Date 2Page 1 . Updated Justification Form- Fillable Final Audit Report 2024-10-22 Created: 2024-10-22(Central Daylight Time) By: Adam Gagnon(agagnon@roundrocktexas.gov) Status: Signed Transaction ID: CBJCHBCAASAAtUNV6Zm3gyjVNsybvKBvR-A1 MpUjtXc2 "1 . Updated Justification Form- Fillable" History tj Document created by Adam Gagnon (agagnon@roundrocktexas.gov) 2024-10-22-2:14:03 PM CDT-IP address:67.48.88.26 Document emailed to Ramsey Saad (rsaad@roundrocktexas.gov) for signature 2024-10-22-2:17:03 PM CDT Email viewed by Ramsey Saad (rsaad@roundrocktexas.gov) 2024-10-22-2:18:25 PM CDT-IP address: 104.47.65.254 7p Document e-signed by Ramsey Saad (rsaad@roundrocktexas.gov) Signature Date:2024-10-22-2:18:36 PM CDT-Time Source:server-IP address:99.62.174.101 - Document emailed to David Carter(dcarter@roundrocktexas.gov) for signature 2024-10-22-2:18:38 PM CDT i Email viewed by David Carter(dcarter@roundrocktexas.gov) 2024-10-22-3:37:04 PM CDT-IP address:71.42.191.10 :?o Document e-signed by David Carter(dcarter@roundrocktexas.gov) Signature Date:2024-10-22-3:37:35 PM CDT-Time Source:server-IP address:71.42.191.10 Q Agreement completed. 2024-10-22-3:37:35 PM CDT Dowered by Adobe A" �" Acrobat Sign EXHIBIT „B►, AMENDMENT NO. 4 TO"CITY OF ROUND ROCK`SOFTWARE AS A SERVICE' AGREEMENT WITH TYLER TECHNOLOGIES.INC." CITY OF ROUND ROCK ) STATE OF TEXAS ) KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON ) COUNTY OF TRAVIS ) This Amendment No. 4 to "City of Round Rock `Software as a Service Agreement' with Tyler Technologies" for Finance, Human Resources, and Payroll Software Services, hereinafter called the"Amendment No. 4," is made by and between the CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299, hereinafter called "City," and TYLER TECHNOLOGIES, INC., a Delaware corporation with offices located at One Tyler Drive, Yarmouth, Maine 04096, hereinafter called "Tyler." The City and Tyler are collectively referred to herein as the"Parties." WHEREAS, the City has determined that Tyler is a sole source provider for the goods and services set forth in the Agreement, as said goods and services are only available from Tyler and are exempt from competitive requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS, the Parties previously executed the referenced "City of Round Rock `Software as a Service' Agreement," hereinafter the "Agreement," by Resolution No. R-2020- 0045; and WHEREAS, the Parties subsequently executed Amendment No. 1 to the Agreement updating invoicing and payment terms; Amendment No. 2 to the Agreement to add "Tyler Cashiering Services;" and Amendment No. 3 to the Agreement to add software and hardware for the Police Department's ticket issuance services; and WHEREAS,the term of the Agreement expires December 31, 2024("Expiration Date"); and WHEREAS, the Parties desire to further amend the Agreement to renew the Agreement for an additional three (3) years commencing on the day following the Expiration Date as set forth herein, and NOW THEREFORE,premises considered, and in consideration of the mutual promises and obligations in the Agreement and this Amendment No. 4,the Parties agree as follows: 4895-0466-3540/ss2 I. The term of the Agreement set forth in Section G., Paragraph 1, of the Agreement shall be renewed for an additional three(3)years commencing the day after the Expiration Date of the Agreement ("Renewal Period"). The Agreement shall not automatically renew upon expiration of the Renewal Period. II. The total SaaS fees for the term of the Renewal Period shall not exceed $434,904.00 for Year 1, as set forth in Exhibit "1" ("Investment Summary") to this Amendment No. 4, attached hereto and incorporated herein by reference for all purposes, $456,649.20 for Year 2, and $479,481.66 for Year 3, for a total not-to-exceed amount of$1,371,034.86. III. SaaS Fees, as detailed in Exhibit "l," for year one are invoiced quarterly in advance, beginning on the commencement date of the Renewal Period. Subsequent annual SaaS Fees are invoiced quarterly in advance, beginning on the anniversary of the initial invoice date. IV. The SaaS Fees may be based on user limits indicated in Exhibit "1" and the Agreement, with Exhibit "1" controlling in the event of conflict. Should the number of users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories. V. This Amendment No. 4 shall amend the original Agreement only as set forth herein with no other changes in terms or conditions of the original Agreement. [Signatures on the following page.] 2 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 on the dates indicated below. CITY OF ROUND ROCK,TEXAS TYLER TECHNOLOGIES,INC. By: By: -�;v- 7'~ Printed Name: Printed Name: Tina Mize Title: Title: Group General Counsel Date Signed: Date Signed: November 25, 2024 ATTEST: By: Ann Franklin, City Clerk FOR CITY,APPROVED AS TO FORM: By: Stephanie L. Sandre, City Attorney 3 Exhibit 1 • • •'• tyler ❖•• • technologies Exhibit 1 Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary,the language in the Agreement will prevail. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK V. tyler 3 Quoted By: Jeff Keller �•� Quote Expiration: 10/30/24 V . tyler Quote Name: City of Round Rock-ERP-SaaS • technologies Renewal Saas Term 1.00 Sales Quotation For: Shipping Address: City of Round Rock 221 E Main St 221 E Main Street Round Rock TX 78664-5299 Tyler SaaS and Related Services Description Qty Imp. Hours AnnualFee Financial Management Accounting/GL/BG/AP 1 0 $ 58,374.00 Capital Assets 1 0 $ 17,657.00 Cash Management 1 0 $ 12,409.00 Contract Management 1 0 $8,010.00 eProcurement 1 0 $ 12,409.00 Project&Grant Accounting 1 0 $ 13,274.00 Purchase Orders 1 0 $ 17,507.00 Requisitions 1 0 $ 12,409.00 Human Resources Management HR Management 1 0 $8,403.00 Payroll w/ESS 1 0 $ 17,142.00 Recruiting 1 0 $4,005.00 Risk Management 1 0 $ 13,274.00 2024-470891-V1K6Z3 CONFIDENTIAL Page 1 Talent Management 1 0 $4,764.00 Revenue Management Accounts Receivable 1 0 $ 16,050.00 Cashiering 1 0 $41,826.00 Central Property File 1 0 $2,664.00 General Billing 1 0 $7,281.00 Utility Billing CIS 1 0 $37,280.00 Utility Billing Meter Interface 1 0 $ 12,002.00 Content Management Content Manager Auto Indexing and Redaction (Core) 1 0 $ 3,641.00 Content Manager Core 1 0 $ 21,874.00 Content Manager Core Access 1 0 $3,641.00 Data Insights Role Tailored Dashboard 1 0 $ 12,045.00 Tyler Reporting Services ( Microsoft SQL Server) 1 0 $ 14,593.00 Additional BMI Asset Track Interface 1 0 $ 2,761.00 Enterprise ERP Office 1 0 $ 12,045.00 Forms Processing Doc Origin Software 1 0 $9,829.00 GIS Site License 1 0 $ 15,003.00 Integrations Cashiering API 1 0 $ 6,047.00 EERP 3rd Party IVR API Connector 1 0 $ 12,275.00 SnapLogic- Up to 5 Integrations 1 0 $4,410.00 TOTAL 0 $434,904.00 2024-470891-V1K6Z3 CONFIDENTIAL Page 2 Summary One Time Fees Recurring Fees Total Tyler License Fees $0.00 $0.00 Total SaaS $0.00 $434,904.00 Total Tyler Services $0.00 $0.00 Total Third-Party Hardware,Software, Services $0.00 $0.00 Summary Total $0.00 $434,904.00 Contract Total $434,904.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six(6) months from the Quote date or the Effective Date of the Contract,whichever is later. Customer Approval: Date: Print Name: P.O.#: All Primary values quoted in US Dollars Comments Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement("Agreement") between the parties and subject to its terms.Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: • License fees for Tyler and third party software are invoiced upon the earlier of(i)deliver of the license key or(ii)when Tyler makes such software available for download by the Client; • Fees for hardware are invoiced upon delivery; • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees,SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available 2024-470891-V1K6Z3 CONFIDENTIAL Page 3 for download by the Client(for Maintenance)or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. Implementation and other professional services fees shall be invoiced as delivered. Fixed-fee Business Process Consulting services shall be invoiced 50%upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50%upon initial delivery of the converted data, by conversion module,and 50%upon Client acceptance to load the converted data into Live/Production environment, by conversion module. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any,will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. • If Client has purchased any change management services,those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above,the following payment terms shall apply to services fees specifically for migrations:Tyler will invoice Client 50%of any Migration Fees listed above upon Client approval of the product suite migration schedule.The remaining 50%, by line item,will be billed upon the go-live of the applicable product suite.Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance,for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement,the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service,with renewals to occur as indicated in the Agreement. • Expenses associated with onsite services are invoiced as incurred. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work(SOW)for your project.The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler.Should portions of the scope of products or services be altered by the Client,Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than four(4)weeks in advance, Client is liable to Tyler for(i) all non-refundable expenses incurred by 2024-470891-V1K6Z3 CONFIDENTIAL Page 4 Tyler on Client's behalf;and (ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. The Implementation Hours included in this quote assume a work split effort of 70%Client and 30%Tyler. Implementation Hours are scheduled and delivered in four(4)or eight(8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed,Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. Content Manager Core includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB. Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours.Additional hours can be purchased beyond this standard offering. Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 10991NT, 10995, and 1099G. General Billing library includes:standard invoice,standard statement,standard general billing receipt and standard miscellaneous receipt. Payroll library includes:standard PR check, standard direct deposit,standard vendor from payroll check,standard vendor from payroll direct deposit, W2,W2c,ACA 1095B,ACA 1095C and 1099 R. In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition,the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition. Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming,are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well.You may contact Tyler's support team for the most current list of approved printers.Any forms included in this quote are based on the standard form templates provided. Custom forms,additional forms and any custom programming are subject to additional fees not included in this quote.The additional fees would be quoted at the time of request,generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers.You may contact Tyler's support team for the most current list of approved printers. 2024-470891-V1K6Z3 CONFIDENTIAL Page 5 Utility billing library includes:standard Utility bill,standard UB receipt,standard UB delinquent notice,standard door hanger and standard final utility bill. 2024-470891-V1K6Z3 CONFIDENTIAL Page 6 Amendment No. 4 w- Tyler 11 21 24 Final Final Audit Report 2024-11-25 Created: 2024-11-25 By: Stacey Gerard(stacey.gerard@tylertech.com) Status: Signed Transaction ID: CBJCHBCAABAAGaBnyRkm9ofgWKa2JNzdFGWgWAx7hrxE "Amendment No. 4 w- Tyler 11 21 24 Final" History Document created by Stacey Gerard (stacey.gerard@tylertech.com) 2024-11-25-4:12:20 PM GMT-IP address:163.116.144.98 Document emailed to tina.mize@tylertech.com for signature 2024-11-25-4:12:43 PM GMT Email viewed by tina.mize@tylertech.com 2024-11-25-7:12:26 PM GMT-IP address:163.116.147.32 60 Signer tina.mize@tylertech.com entered name at signing as Tina Mize 2024-11-25-7:13:21 PM GMT-IP address:163.116.147.32 d© Document e-signed by Tina Mize (tina.mize@tylertech.com) Signature Date:2024-11-25-7:13:23 PM GMT-Time Source:server-IP address:163.116.147.32 Q Agreement completed. 2024-11-25-7:13:23 PM GMT • Powered M �•i�'• t Fier Adobe 0 • tectAcrobat Sign