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Home My WebLink About2021-12-14; City Council; Resolution 2021-277Exhibit 1 RESOLUTION NO. 2021-277 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 4 TO THE AGREEMENT FOR PROJECT AND SERVICE MAINTENANCE WITH TYLER TECHNOLOGIES, INC. WHEREAS, on Sept. 9, 2014, the City of Carlsbad entered into an agreement with Tyler Technologies, Inc. for an integrated community development system for land management and licensing processes using EnerGov products and services;.and WHEREAS, on Aug. 16, 2016, the parties executed Amendment No. 1 to the Agreement to provide for additional licenses, related professional services, and maintenance and support services; and WHEREAS, on July 23, 2019, the parties executed Amendment No. 2 to the Agreement to add EnerGov Assist Advanced services to the Agreement's Scope of Services; and WHEREAS, on Oct. 2, 2019, the parties executed Amendment No. 3 to the Agreement to provide necessary language changes to Amendment No. 2 to clarify various misstatements; and WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the public interest to further amend the Agreement to synchronize the annual terms of the EnerGov maintenance and support services and the EnerGov Assist Advanced services to start on Jan. 1 and end on Dec. 31 of each Agreement year, and to eliminate the Agreement's autorenewal provision and replace it with a provision allowing for annual term extensions by the parties' mutual agreement; and WHEREAS, for Agreement year Jan. 1, 2022 through Dec. 31, 2022, the cost of EnerGov maintenance and support services and EnerGov Assist Advanced services will not exceed one hundred eighty-one thousand one hundred eight-six dollars ($181,186); and WHEREAS, the City of Carlsbad has sufficient funds in the Information Technology Internal Service Fund for the EnerGov maintenance and support services and EnerGov Assist Advanced services for Agreement year Jan. 1, 2022 through Dec. 31, 2022; and Dec. 14, 2021 Item #4 Page 5 of 13 1 AMENDMENT NO. 4 TO EXTEND AND AMEND AGREEMENT FOR PRODUCT AND SERVICE MAINTENANCE TYLER TECHNOLOGIES, INC This Amendment No. 4 is entered into and effective as of the _______ day of ___________________________, 2021, extending and amending the agreement datedSeptember 9, 2014 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Tyler Technologies, Inc., a Delaware corporation, (“Tyler") (collectively, the “Parties”) for annual EnerGov maintenance and support services and EnerGov Assist Advanced services. RECITALS A.On August 16, 2016, the Parties executed Amendment No. 1 to the Agreement toprovide additional licenses, related professional services, and maintenance and support services; and B.On July 23, 2019, the Parties executed Amendment No. 2 to the Agreement to add EnerGov Assist Advanced services to the Agreement’s Scope of Services; and C.On October 2, 2019, the Parties executed Amendment No. 3 to the Agreement to provide necessary language changes to Amendment No. 2 to clarify various misstatements; and D.The Parties desire to alter the Agreement’s scope of work to synchronize the annual terms for EnerGov maintenance and support services and EnerGov Assist Advanced services to start on January 1st and end on December 31st of each Agreement year; and E.The Parties desire to alter the length of the Agreement to eliminate automatic one-year Agreement extensions and instead provide for annual one-year extensions based on the Parties’ mutual written consent; and F.The Parties have negotiated and agreed to a supplemental scope of work and feeschedule describing the desired Agreement alterations and associated cost, which is attached to and incorporated into this Amendment by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.In addition to those services contained in the Agreement, as may have beenamended from time to time, the Agreement is amended to incorporate the alterations in Exhibit “A,” including synchronizing the annual terms for the EnerGov maintenance and support services and EnerGov Assist Advanced services to begin on January 1 and end on December 31 for each Agreement year and to provide for annual Agreement extensions by mutual consent rather than by autorenewal. For Agreement year January 1, 2022 through December 31, 2022, the cost of EnerGov maintenance and support services and EnerGov Assist Advanced services may not exceed one hundred eighty-one thousand one hundred eight-five dollars and sixty-two cents ($181,185.62). 2.The City Manager or designee may agree to future Agreement extensions providedthe cost of the EnerGov maintenance and support services and EnerGov Assist Advanced services DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 20th December Dec. 14, 2021 Item #4 Page 7 of 13 2 do not increase by more than five percent (5%) in any Agreement year and the City Council has appropriated funds for the services in the applicable Agreement year’s operating budget through the Cities annual budget process. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Tyler pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Dec. 14, 2021 Item #4 Page 8 of 13 3 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Tyler each represent and warrant that they have the legal power, right and actual authority to bind Tyler to the terms and conditions of this Amendment. TYLER TECHNOLOGIES, INC. CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Division PresidentDane Womble Sr. Corporate AttorneySherry Clark for Dec. 14, 2021 Item #4 Page 9 of 13 4 EXHIBIT “A” SCOPE OF SERVICES AND FEE 1. As of the Amendment Effective Date, the third paragraph of Section 2 of the Agreement, “License and Maintenance Term,” is deleted and replaced with the language below:  Maintenance and Support is provided according to the terms set forth in this Agreement, including its Schedule C, as of the Available Download Date and continuing through the Support and Maintenance Start Date. Thereafter, Maintenance and Support may be renewed for additional one (1) year periods by mutual written consent of the parties. Client’s payment of an annual Maintenance and Support renewal invoice shall be deemed Client’s consent to renew. Notwithstanding the foregoing provision, Tyler will raise Client’s annual Maintenance and Support Fees by no more than five percent (5%) over the prior years’ annual fees. 2. As of the Amendment Effective Date, a fourth paragraph is added to Section 2 of the Agreement, “License and Maintenance Term,” as follows:  Payment of fees and costs for EnerGov maintenance and support and EnerGov Assistant Advanced services shall conform to the following terms: Annual EnerGov Maintenance and Support Services. Fees for annual EnerGov maintenance and support services are due annually, in advance, commencing on September 1, 2021. Annual fees for the initial term are set forth in Exhibit A of Amendment No. 4 to the Agreement and will be prorated for the time period of September 1, 2021, through December 31, 2021. Thereafter, the annual cycle will be from January 1 through December 31 of each year at Tyler’s then- current rates, subject to the five percent (5%) annual increase limit included in the third paragraph of this Section 2. Annual EnerGov Assist Advanced Services. Fees for annual EnerGov Assist Advanced services are due annually, in advance, commencing on August 1, 2021. Annual fees for the initial term are set forth in Exhibit A of Amendment No. 4 to the Agreement and will be prorated for the time period of August 1, 2021, through December 31, 2021. Thereafter, the annual cycle will be from January 1 through December 31 of each year at Tyler’s then-current rates, subject to the five percent (5%) annual increase limit included in the third paragraph of this Section 2. /// /// /// DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Dec. 14, 2021 Item #4 Page 10 of 13 5 3. As of January 1, 2022, the annual maintenance and support cycle for all items under the Agreement will be changed in accord with the below chart: Old M+S Annual Cycle New Annual M+S Cycle September 1-August 31 January 1- December 31 Old EnerGov Assist Advanced Services New EnerGov Assist Advanced Services August 1-July 31 January 1- December 31 4. Payment of short termed invoices to amend annual maintenance and support cycle were made as follows:  On August 31, 2021, Invoice #025-348098 (Credit Memo) was issued to the City with the Credit Memo being applied to Invoice #025-341522. The remaining balance of Invoice #025-341522 for EnerGov maintenance and support period of September 1, 2021 through December 31, 2021 has been paid.  On August 31, 2021, Invoice #025-347752 (Credit Memo) was issued to City with the Credit Memo being applied to Invoice #025-341522. The remaining balance of Invoice #025-337876 for the EnerGov Assist Advanced services period of August 1, 2021 through December 31, 2021 has been paid. 5. Annual costs for EnerGov maintenance and support services and EnerGov Assist Advanced services for January 1, 2022 to December 31, 2022: Description Invoice # Amount Credit Memo Amount Net Paid Maintenance 09/01/21-08/31/22 09/01/21-12/31/21 025-341522 131,352.62 025-348098 (87,568.42) 43,784.20 EnerGov Assist 08/01/21-07/31/22 08/01/21-12/31/21 025-337876 49,833.00 025-347752 (29,096.25) 20,736.75 181,185.62 (116,664.67) 64,520.95 Original Cycle Date Range Invoices Shortend Cycle Date Range Adjustment Original Cycle Date Range Shortend Cycle Date Range DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Dec. 14, 2021 Item #4 Page 11 of 13 City Attorney Approved Version 1/30/13 6 DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Dec. 14, 2021 Item #4 Page 12 of 13 City Attorney Approved Version 1/30/13 7 DocuSign Envelope ID: FE773B91-C20F-48F3-84A7-9628EB264DF4 Dec. 14, 2021 Item #4 Page 13 of 13