HomeMy WebLinkAboutAgreement A-24-421 with Tyler Tech.pdf Agreement No. 24-421
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is entered into on Augusts,2024 between Tyler Technologies, Inc.,
a Delaware Corporation ("Tyler"), and the County of Fresno, a political subdivision of the State of
California ("Client").
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement,Tyler and Client agree as follows:
SECTION A—DEFINITIONS
• "Agreement" means this Software as a Service Agreement.
• "Client" or"County" means Fresno County, a California political subdivision.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A
contains Enterprise Permitting& Licensing labeled software, defined users mean the maximum
number of named users that are authorized to use the Enterprise Permitting& Licensing labeled
modules as indicated in the Investment Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
Software.
• "Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation,governmental action,war, riot or civil commotion,fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
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• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "Order Form" means an ordering document that includes a quote or investment summary and
specifying the items to be provided by Tyler to Client, including any addenda and supplements
thereto.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
• "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party SaaS Services" means software as a service provided by a third party, if any,
identified in the Investment Summary.
• "Third Party Services" means the third party services, if any, identified in the Investment
Summary.
• "Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• "Third Party Terms" means, if any,the end user license agreement(s) or similar terms for the
Third Party Products or other parties' products or services, as applicable, and attached or
indicated at Exhibit D.
• "Tyler" or"Contractor" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• "we","us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(9). The foregoing notwithstanding,to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are
receiving SaaS Services,your rights to use such Tyler Software are perpetual, subject to the terms
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and conditions of this Agreement including, without limitation, Section B(4). We will make any such
software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate
with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement,we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or(d) license,sell, rent,
lease,transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
S. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted,we will use all
reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below,the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 21.We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent,for so long as you are timely paying for SaaS
Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
of a mutually agreeable Non-Disclosure Agreement ("NDA"), we will provide you with a
summary of our compliance report(s) or its equivalent. Every year thereafter,for so long as the
NDA is in effect and in which you make a written request,we will provide that same
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information. If our SaaS Services are provided using a 3rd party data center, we will provide
available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. In the event of a data center failure, we reserve the right to employ our
disaster recovery plan for resumption of the SaaS Services. In that event,we commit to a
Recovery Point Objective ("RPO") of 24 hours and a Recovery Time Objective ("RTO") of 24
hours. RPO represents the maximum duration of time between the most recent recoverable
copy of your hosted Data and subsequent data center failure. RTO represents the maximum
duration of time following data center failure within which your access to the Tyler Software
must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems(hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test,we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.9 Where applicable with respect to our applications that take or process card payment data, we
are responsible for the security of cardholder data that we possess, including functions relating
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to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date,we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS.We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance,which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
SECTION C—PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in
the Investment Summary.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs
(including programming and/or interface estimates) required for the project based on our
understanding of the specifications you supplied. If additional work is required, or if you use or
request additional services,we will provide you with an addendum or change order, as applicable,
outlining the costs for the additional work. The price quotes in the addendum or change order will
be valid for thirty(30) days from the date of the quote.
3.1 Change Orders may be approved by the Assessor-Recorder or his/her designeee with the
written approval of the Director of Internal Services/CIO or his/her designee provided the
Change Orders remain within the compensation limits as described in section E(1) of the
Agreement, "Compensation."
4. Cancellation. If you cancel previously scheduled professional services less than three (3)weeks in
advance of their scheduled occurrence (other than for Force Majeure or breach by us),you will be
liable for all (a)daily fees associated with those cancelled professional services existing as of that
time, but not for any future services beyond what as been paid for at the time of the cancellation,
and only if we are unable to reassign our personnel and (b) any non-refundable travel expenses
already incurred by us on your behalf for those cancelled professional services.We will make all
reasonable efforts to reassign personnel in the event you cancel within three (3)weeks of scheduled
commitments.As of the Effective Date, no travel is anticipated to be required under the Agreement.
5. Services Warranty. We will perform the services in a professional,workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re-perform such services at no additional cost to you.
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6. Site Access and Requirements. At no cost to us,you agree to provide us with full and free access to
your personnel,facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12)years, all of our employees have undergone
criminal background checks prior to hire.All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 perform our maintenance and support obligations in a professional,good, and workmanlike
manner, consistent with industry standards,to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a
maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. You agree to provide remote
access through your systems, and by your choice, provide local administrative privileges or other
alternatives for performing remote administration. We will use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event,we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way,you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments,features,or other equipment reasonably necessary for
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us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or(d) support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) week's advance notice.
SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any,for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full,you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services,those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E—COMPENSATION, INVOICING AND PAYMENT; INVOICE DISPUTES
1. Compensation. The total maximum compensation payable to the Contractor during the initial term
of this Agreement is$2,221,415.00. If this Agreement is extended for an additional year as provided
in Section F(1), below,the total maximum compensation payable to the Contractor for that six-year
period will increase to$2,596,286.This includes$2,159,971.00 in recurring SaaS fees, $3,600.00 in
one time fees, and $432,715.00 for additional products and services. In the event the total
maximum compensation amount in the Initial Term is not fully expended, the remaining unspent
funding amounts shall roll over to each subsequent term's established maximum compensation.The
total maximum compensation is exclusive of transaction fees paid by the end user.
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2. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(3).
3. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement,you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15)days of notice of our intent to do so.
SECTION F—TERM AND TERMINATION
1. Term. The initial term of this Agreement is five (5)years, commencing February 1, 2024 and ending
January 31, 2029. Upon expiration of the initial term,this Agreement will renew automatically for
an additional one (1)year renewal term at our then-current SaaS Fees(subject to the limit on year-
over-year increase for that renewal term, shown in Exhibit B), unless terminated in writing by either
party at least sixty(60) days prior to the end of the initial term. Upon expiration of the first annual
renewal term,this Agreement may be renewed for successive one (1)year renewal terms by mutual
agreement of the parties at our then-current SaaS Fees. Client may indicate its agreement to
renewal terms by timely payment of a Tyler invoice of annual fees for the renewal term.Your right
to access or use the Tyler Software and the SaaS Services will terminate at the end of this
Agreement. The Director of Internal Services/Chief Information Officer or his or her designee is
authorized to sign the written notice of non-renewal on behalf of the County.The extension of this
Agreement by the County is not a waiver or compromise of any default or breach of this Agreement
by the Contractor existing at the time of the extension whether or not known to the County.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(3).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may
discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate
this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written
notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement,you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in
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the event we do not cure, or create a mutually agreeable action plan to address, a material breach
of this Agreement within the thirty(30) day window set forth in Section H(3).
2.3 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the
approval of funds by the appropriating government agency. If sufficient funds are not allocated,
then the County, upon at least 30 days' advance written notice to the Contractor, may:
a. Modify the services provided by the Contractor under this Agreement; or
b. Terminate this Agreement.
SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s)that the Tyler Software or Documentation
infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software,we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party claims, losses, liabilities, damages, costs, and expenses(including
reasonable attorney's fees and costs)for(a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or(b) our violation of PCI-DSS requirements or a
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law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third-party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for(a)
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or(b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER
DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM,AS SET FORTH
IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR(B) DURING ANY RENEWAL
TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor as provided for in this Agreement
or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not less than One
Million Dollars($1,000,000)per occurrence and an annual aggregate of Two Million Dollars($2,000,000).
This policy must be issued on a per occurrence basis. Coverage must include products, completed
operations,property damage,bodily injury,personal injury,and advertising injury. The Contractor shall
obtain an endorsement to this policy adding the County of Fresno,its officers, agents,employees, and
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volunteers,individually and collectively,as additional insureds,but only insofar as the operations under
this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and
any other insurance,or self-insurance,maintained by the County is excess only and not contributing with
insurance provided under the Contractor's policy.
(B) Automobile Liability.Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000)per occurrence for bodily injury and for property damages. Coverage must include any auto
used in connection with this Agreement.
(C) Workers Compensation.Workers compensation insurance as required by the laws of the State of
California with statutory limits.
(D) Employer's Liability.Employer's liability insurance as part of Workers' Compensation coverage with
limits of not less than One Million Dollars($1,000,000)per occurrence for bodily injury and for disease.
(E) Technology Professional Liability(Errors and Omissions). Technology professional liability(errors and
omissions)insurance with limits of not less than Two Million Dollars($2,000,000)per occurrence and in
the aggregate.
(F) Cyber Liability.Cyber liability insurance as part of the Professional Liability insurance with limits of not
less than Two Million Dollars($2,000,000)per claim.Coverage includes Security and Privacy Liability;
Data Recovery and Loss of Business Income;Privacy Regulatory Defense and Penalties;Crisis
Management;Data Extortion/Ransomware.
7. Additional Requirements
(A) Verification of Coverage.Within 30 days after the Contractor signs this Agreement,and within a
commercially reasonable period after request during the term of this Agreement as requested by the
County's Risk Manager or the County Administrative Office,the Contractor shall deliver,or cause its
broker or producer to deliver,to the County Risk Manager,at 2220 Tulare Street, 16th Floor,Fresno,
California 93721,or HRRiskManagement@fresnocountyca.gov,and by mail or email to the person
identified to receive notices under this Agreement,certificates of insurance and endorsements for all of the
coverages required under this Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been obtained and is in
full force;(2)the County,its officers,agents,employees,and volunteers are not responsible for
any premiums on the policy;and(3)the Contractor has waived its right to recover from the
County,its officers,agents,employees,and volunteers any amounts paid under any insurance
policy required by this Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state,and include an endorsement,
that the County of Fresno,its officers,agents,employees,and volunteers,individually and
collectively,are additional insureds insofar as the operations under this Agreement are concerned.
The commercial general liability insurance certificate must also state or reference that the
coverage shall apply as primary insurance and any other insurance,or self-insurance,maintained
by the County shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any auto used in
connection with this Agreement.
(iv) The technology professional liability insurance certificate must include Cyber Liability.
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(B) Acceptability of Insurers.All insurance policies required under this Agreement must be issued by
admitted insurers licensed to do business in the State of California and possessing at all times during the
term of this Agreement an A.M.Best,Inc.rating of no less than A-:VII.
(C) Notice of Cancellation or Change.For each insurance policy required under this Agreement,the
Contractor shall provide to the County,or ensure that the policy requires the insurer to provide to the
County,written notice of any cancellation or material reduction in coverage below the limits set forth in
this Agreement within thirty(30)days thereof unless replaced.
(D) County's Entitlement to Greater Coverage.If the Contractor has or obtains insurance with broader
coverage,higher limits, or both,than what is required under this Agreement,then the County requires and
is entitled to the broader coverage,higher limits, or both.Notwithstanding the foregoing, in no event shall
the insurance coverage be understood or construed as separate coverage;the coverage limits set forth on
Contractor's certificate of insurance do not apply separately. .
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County,its officers,agents,
employees,and volunteers any amounts paid under the policy of worker's compensation insurance required
by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be
necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is
effective whether or not the Contractor obtains such an endorsement.
Subcontractors. The Contractor shall require that all subcontractors used by the Contractor to provide
services under this Agreement maintain insurance meeting all insurance requirements provided in this
Agreement.This paragraph does not authorize the Contractor to provide services under this Agreement
using subcontractors.
SECTION H—GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. Additional products and services include but are not limited to,
licensing, modules, and professional services. If no rate is provided in the Investment Summary, or
those twelve (12) months have expired,you may purchase additional products and services at our
then-current list price, also 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 twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty(30) 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 our appointed senior representative. Senior representatives will
convene within thirty(30) days 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,then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation,then either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
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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 will apply to all matters of initial employment,tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post,where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however,your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us County and Contractor, and their respective successors or assignees. No third party will be
deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or
assert any right under this Agreement. This provision does not affect the rights of third parties
under any Third-Party Terms..
11. Entire Agreement;Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations,whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
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conditions contained in those purchase orders will have no force or effect. If there is any
inconsistency between the terms of this Agreement without any hyperlink with additional terms
included hereof, its exhibits and the terms of the exhibits,then the inconsistency will be resolved by
giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of
the exhibits. This Agreement may only be modified by a written amendment signed by an
authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail,
return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of
proof of email delivery; or(d) if not actually received,five (5) days after deposit with the United
States Postal Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the other party at the address set forth on the signature page
hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a
change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes,without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
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(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however,that in the
event you receive an open records or other similar applicable request,you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your
Data. In the event we detect malware or other conditions associated with your Data that are
reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the
absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment
to an isolated "quarantined" environment without advance notice. Your Data will remain in such
quarantine for a period of at least six (6) months during which time we will review the Data, and all
traffic associated with the Data,for signs of malware or other similar issues. If no issues are
detected through such reviews during the six(6) month period of quarantine,we will coordinate
with you the restoration of your Data to a non-quarantined environment. In the event your Data
must remain in quarantine beyond this six(6) month period through no fault of Tyler's,we reserve
the right to require payment of additional fees for the extended duration of quarantine. We will
provide an estimate of what those costs will be upon your request.
19. Business License. In the event a local business license is required for us to perform services
hereunder,you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
the State of California, without regard to its rules on conflicts of law. Venue for any action arising
out of or related to this Agreement shall only be in Fresno County, California.
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
22. Cooperative Procurement. To the maximum extent permitted by applicable law,we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing,to the scope and circumstances of that cooperative procurement.
23. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler's Data & Insights
data platform. Your rights, and the rights of any of your end users,to use Tyler's Data & Insights
data platform is subject to the Data & Insights SaaS Services Terms of Service, available at
https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler
Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the
linked terms,you certify that you have reviewed, understand, and agree to said terms.
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24. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit 8 Invoicing and Payment Policy
Exhibit C Service Level Agreement
Schedule 1:Support Call Process
Exhibit D Data Security
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. COU1"Fri Y OF FRESNO
"K s
Ma k ffawlkih l
Mark Hawkins(Jun 6,2024 1851 CDT)
Mark Hawkins, President, Property & Nathan Magsig, Chairman of the Board of
Recording Division Supervisors of the County of Fresno
One Tyler Drive Jun 6,2024 Attest:
Yarmouth, ME 04096 Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: _
Deputy
Address for Notices: Address for Notices:
Tyler Technologies, Inc. Fresno County
One Tyler Drive 1250 Van Ness Avenue
Yarmouth, ME 04096 Fresno,CA 93721
Attention: Chief Legal Officer Attention:
For accounting use only:
Org No.: 8905
Account No.: 7311
Fund No.: 1020
Subclass No.: 100
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Exhibit A
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Exhibit A
Investment Summary
The following Investment Summary details the software 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
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Exhibit A
•• tyler Quoted By: Erin /er
••• Quote Expiration: 4/2/29 24
• echnologies Quote Name: Fresno County,CA-SaaS Renewal
-5 Years,Add Vitals Access&4
Public Users
Sales Quotation For:
Fresno County
1250 Van Ness Ave,
Fresno,CA 93721
Phone:+1(559)488-3496
Tyler Software
Description #of Years Annual Fee
Annual Fees
Annual SaaS Fee
TOTAL 5 $357,020
Transaction Fees
Description Transaction Fees
ID.Me $5.00
Vitals Access $5.00
2023-436371-P7HOL2 Pagel
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Exhibit A
Professional Services
Description Fxtended Price Maintenanj
Vitals Access Service
Total Hours 24
TOTAL $3,600 $0
Summary One Time Fees Recurring Fees
Total Tyler Software $0 $0
Total Annual $0 $357,020
Total Tyler Services $3,600 $0
Total Third-Party Hardware,Software,Services $0 $0
Summary Total $3,600 $357,020
Contract Total $360,620
2023-436371-P7HOL2 Page 2
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Exhibit A
Tyler Related Products and Services:
Records Management Site License
Staff Users(30)
Public Users(18)(Added 4 per this agreement,previously 14.
Forms Printing
Records Public Access(Self Service)
ecommerce
eForms
Automated Indexing
Automated Redaction
eRecording
Disaster Recovery
Network Support
Test and Train Database
Fraud Guard*Added 8/2023
UtalsAccess*Added as of the start of the Renewal Term
Payer Electronic Payment Cost
Ifpassilig transaction costs to The Bayer
Technoloov Fee-Flat fee per document payable to Tyler Technologies Can be passed to Fee subject to module,refer to investment summary
submitter or absorbed by the County.
Payer Card Cost-Service Fee-per card transaction with Visa.MasterCard,Discover and 3 50%
American Express for transactions.
Applied to:
Vitals Access
Paver eCheck Coss-per electronic check transaction 51 95
10011S costs
Credif Card Charoebacks-if a card payer disputes a transaction at the card issuing bank $15 00
(e.g.stolen card)
eCheck Reiects-when an eChedk transaction comes back as declined(e g bounced check) 55.00
Card Terminal Rental-Annual recurring fee per device-Covers cost of PCI compliance. Lane 3000:$396(annual recurring)
service,maintenance,real-tine integration and support Lane 7000-$516(annual recurring)
Card Terminal Purchase-Maintenance fee is an annual fee per device.Covers cost of PCI Lane 3000:$419(one-time fee)
compliance,service,maintenance,real hme integration and support Lane 7000:$630(one-time fee)
Plus$180 Device Annual Support
2023-436371-P7HOL2
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Exhibit A
Compensation Summary
Year Recurring Fees One-Time Fees Additional Total Per Year
Products and
Services/As
Needed
Year 1 $357,020 3,600 $432,715.00 $793,335
Year 2 $357,020 $357,020
Year 3 $357,020 $357,020
Year 4 $357,020 $357,020
Year 5 $357,020 $357,020
Initial Term Total $2,221,415
Year 6 (if renewed) $374,871 $374,871
6 year Fee Total $2,596,286
Including
Additional Products
and Services/As
Needed
Year 6 SaaS fees shown assumes no change in actual SaaS fees paid during Year 1-5 on account of
increased Data Storage Capacity. Year 6 SaaS Fee is capped at no more than 5%above the actual Year 5
SaaS Fee.
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Exhibit A
•
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Vitals Access
Project Objective
Vitals Access provides a secure,easy-to-use portal for county customers to request and
pay for copies of vital records online,via Self Service.Once verification of identity has
taken place, customers can pay for the copies via credit card or eCheck.
Vitals Access requests flow seamlessly into the Self Service request queue for review by
county staff to verify identification documentation,print requested document(s),then
finish and receipt them.
Once complete,the customer will receive an email notification which informs them their
document is on the way. If the request/order could not be fulfilled,the county customer
would receive an email explaining the issue and instructions for correcting the issue.
Project Overview
• Add the county to the Vitals Access portal and connect with Eagle Recorder
• Create the fillable PDF forms and configure the request types
• Configure fees for each request type
• Configure shipping options offered by the county
• Obtain and configure merchant accounts in Tyler Payments(please see
information on page 3)
• Create links between the county's website and the Vitals Access portal
Project Prerequisites and Requirements
• Eagle Recorder must be on version 2022.1, and have the necessary modules
and web services installed and enabled.
• Self Service Actions need to be configured for the request types that will come be
submitted through the Vitals Access portal.
• County will need to obtain merchant account agreements through the Tyler
Payments team(please see information on page 3)
• County will need to create a fillable PDF form for each request type. This can be
done using 3'd party tools such as Adobe Acrobat.
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Exhibit A
Outside of Project Scope
• Tyler staff may assist or offer guidance on creating the PDF forms, but the county
is ultimately responsible for the forms they present to their customers.
• Vitals Access is intended to be used for copies of Birth, Death,Marriage, and
DD214 documents. Other document types, such as marriage license
applications and fictitious business names should be processed using the
existing Self Service module.
• House accounts cannot be used for payment in the Vitals Access portal.
Process
Project Kickoff Tyler Project Manager
Obtain merchant account agreements Tyler Payments Consultant
Training on Tyler Payments reports and tools Tyler Payments Consultant
Review forms to be accepted Tyler Implementation Consultant
Create the fillable PDF forms and send to Tyler County Staff
Configure the connection between TEST Eagle Recorder and Tyler Implementation Consultant
TEST Vitals Access portal
Configure the forms,fees,fee parameters,and shipping Tyler Implementation Consultant
methods in TEST Eagle Recorder and TEST Vitals Access
Training on how to use Vitals Access Tyler Implementation Consultant
Acceptance test the submission and fulfillment process in TEST County Staff
Configure PRODUCTION Tyler Payments Tyler Payments Consultant
Configure PRODUCTION Eagle Recorder and Vitals Access based Tyler Implementation Consultant
on test systems
Acceptance testing in PRODUCTION County Staff
Share promotional materials with the county Tyler Implementation Consultant
Share support information with the county Tyler Implementation Consultant
Add links from the county web site to Vitals Access County IT
Go Live Tyler Implementation Consultant
Handoff to support Tyler Implementation
Consultant/Support Manager
2
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Exhibit A
Acceptance
The following process will be used for accepting Deliverables and Control Points:
1. County shall have five(5)business days from the date of delivery,or as otherwise
mutually agreed upon by the parties in writing,to accept each Deliverable or Control
Point. If county does not provide acceptance or acknowledgement within five(5)
business days,or the otherwise agreed upon timeframe, not to be unreasonably
withheld Tyler deems the Deliverable or Control Point as accepted.
2. If county does not agree the particular Deliverable or Control Point meets requirements,
county shall notify Tyler project manager(s), in writing, with reasoning within five(5)
business days,or the otherwise agreed-upon timeframe, not to be unreasonably
withheld,of receipt of the Deliverable.
3. Tyler shall address any deficiencies and redeliver the Deliverable or Control Point.
County shall then have two(2)business days from receipt of the redelivered Deliverable
or Control Point to accept or again submit written notification of reasons for rejecting the
milestone. If county does not provide acceptance within two(2) business days, or the
otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deem the
Deliverable or Control Point as accepted.
Additional Notes
The enclosed scope is good-faith estimate. Any changes in scope may require an additional
scope of work with additional cost. Any additional consultation from Tyler may increase scope
and may require additional billable time done on a time and materials basis.
Tyler Payments
Your use of Tyler Payments and any related items included on this order is subject to the
terms found at: httns:l/www.tvlertech.comlclient-termslpayment-processing-license-and-
services-agreement
By signing this order or the agreement in which it is included, you agree you have read,
understand, and agree to such terms.
Fees for year one of hardware maintenance are invoiced upon delivery of the hardware,with
subsequent years'fees billed annually, in advance(if required).
Please see Tyler Payments fee schedule below-
3 OM
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8
Exhibit A
Electronic Payment Costs
If passing transaction costs to the payer
Technology/Portal—Flat fee per order,payable to Tyler $5.00
Technologies.Can be passed to submitter or absorbed by County.
ID.Me(if applicable)—Fee for identification authentication $5.00
Payer Card Cost—per card transaction with Visa,MasterCard, 3.50%per transaction
Discover,and American Express
Paver eCheck Cost—per electronic check transaction $1.95
Miscellaneous Costs
Credit Card Chargebacks—if a card payer disputes a transaction at $15.00
the card issuing bank(e.g.stolen card)
eCheck Reiects—when an eCheck transaction comes back as $5.00
declined(e.g.bounced check)
4
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Exhibit B
•
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• technologies
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
SaaS fees will be at our then-current rates; provided, however,that your Year 6 SaaS fee shall be
capped at no more than a five percent(5%) increase over your year 5 annual SaaS fee.
2. Other Tyler Software and Services.
2.1 Implementation and Other Professional Services(including training): Implementation and
other professional services(including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services,they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate,then we will bill you the actual services
delivered on a time and materials basis.
2.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated,we will bill you the actual services delivered on a time and materials basis.
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty(30) days of delivery; otherwise,the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.5 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning
Services" are provided, payment will be due upon delivery of the Implementation Planning
document. Dedicated Project Management services, if any, will be billed monthly in arrears,
beginning on the first day of the month immediately following initiation of project planning.
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Exhibit B
2.6 Web Services: Annual fees for web services are payable in advance, commencing upon the
availability of the service. Your annual fees for the initial term are set forth in the
Investment Summary. Upon expiration of the initial term,your annual fees will be at our
then-current rates.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B,fees for annual services are due
annually, in advance, commencing on the availability of the service. Your annual fees for the
initial term are set forth in the Investment Summary. Upon expiration of the initial term,
your annual fees will be at our then-current rates.
3. Third Party Products and Hardware.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance:The first year maintenance fee for the Third Party
Software is invoiced when we make it available to you for downloading. Subsequent annual
maintenance fees for Third Party Software are invoiced annually, in advance, at then-
current rates, upon each anniversary thereof.
3.3 Hardware:Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Hardware Maintenance:The first year maintenance fee for Hardware is invoiced upon
delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced
annually, in advance, at then-current rates, upon each anniversary thereof.
3.5 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary. For the
avoidance of doubt, Finite Matters will invoice Client directly for any services fees for
Pattern Stream.
3.6 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance,
commencing with availability of the respective Third Party SaaS Services. Pricing for the first
year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for
subsequent years will be at the respective third party's then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction
(call, message, etc.)fees are invoiced on a quarterly basis. Fees are indicated in the Investment
Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10%travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tvlertech.com.
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Exhibit C
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•❖••
• technologies
Exhibit C
SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process. This SLA does not apply to any Third Party SaaS Services. All other support
services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month,
calculated as follows: (Service Availability—Downtime)_Service Availability.
Client Error Incident:Any service unavailability resulting from your applications, content or equipment,or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch,
login, search or save primary data in the Tyler Software. Downtime does not include those instances in
which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security
vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or
(3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents,
denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used
in the live production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five (S) hours per week.
III. Service Availability
a. Your Responsibilities
Wheneveryou experience Downtime,you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support case number.
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1
Exhibit C
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring,we will work
with you to identify the cause of the Downtime (including whether it may be the result of Planned
Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you
to resume normal operations.
C. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the
calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our
Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your
relief request within thirty(30)days of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months
and only for such consecutive months.
Client Relief Schedule
Actual Attainment Client Relief
99.99%- 99.70% Remedial action will be taken
99.69%-98.50% 2%of SaaS Fees paid for applicable month
98.49%-97.50% 4%of SaaS Fees paid for applicable month
97.49%-96.50% 6%of SaaS Fees paid for applicable month
96.49%-95.50% 8%of SaaS Fees paid for applicable month
Below 95.50% 10%of SaaS Fees paid for applicable month
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably
low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic,we will
provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that
activities during a Standard or Emergency Maintenance window may make the Tyler Software
unavailable,we will provide advance notice, as reasonably practicable,that the Tyler Software will be
unavailable during the maintenance window.
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Exhibit C
Schedule 1
•
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• technologies
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal)—for less urgent and functionality-based questions, users may create
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most"how-to" and configuration-
based questions through a simplified search interface with machine learning, potentially
eliminating the need to submit the support case.
(2) Email—for less urgent situations, users may submit emails directly to the software support
group.
(3) Telephone—for urgent or complex questions, users receive toll-free,telephone software
support.
*Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website—www.tylertech.com—for accessing client tools, documentation, and other
information including support contact information.
(2) Tyler Search-a knowledge based search engine that lets you search multiple sources
simultaneously to find the answers you need, 240.
(3) Tyler Community—provides a venue for all Tyler clients with current maintenance agreements to
collaborate with one another, share best practices and resources, and access documentation.
(4) Tyler University—online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday—
Friday) across four US time zones (Pacific, Mountain, Central and Eastern).Tyler's holiday schedule is
outlined below.There will be no support coverage on these days.
New Year's Day Labor Day
Martin Luther King,Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting
support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
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Exhibit C
Schedule 1
such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets
set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of
each month to assist your IT staff with applying patches and release upgrades, as well as consulting with
them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number.This system tracks the history of each incident.The case number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the case
number,through Tyler's Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client's needs.Tyler and the Client
will reasonably set the priority of the incident per the chart below.This chart is not intended to address
every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud.The goal is
to help guide the Client towards clearly understanding and communicating the importance of the issue
and to describe generally expected response and resolution targets in the production environment only.
References to a "confirmed support incident" mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
Priority Characteristics of Support Incident Resolution Targets*
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
complete application failure or 1 incidents within one(1) business hour of receipt of
application unavailability; (b) the incident. Once the incident has been confirmed,
1 application failure or unavailability in Tyler shall use commercially reasonable efforts to
Critical one or more of the client's remote resolve such support incidents or provide a
location; or(c)systemic loss of circumvention procedure within one (1) business
multiple essential system functions. day. For non-hosted customers,Tyler's responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
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2
Exhibit C
Schedule 1
Priority
Level Characteristics of Support Incident Resolution Targets*
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
repeated, consistent failure of 2 incidents within four(4) business hours of receipt of
essential functionality affecting more the incident. Once the incident has been confirmed,
than one user or(b) loss or corruption Tyler shall use commercially reasonable efforts to
2 of data. resolve such support incidents or provide a
High circumvention procedure within ten (10) business
days. For non-hosted customers,Tyler's
responsibility for loss or corrupted data is limited to
assisting the Client in restoring its last available
database.
Priority Level 1 incident with an Tyler shall provide an initial response to Priority Level
existing circumvention procedure, or 3 incidents within one(1) business day of receipt of
a Priority Level 2 incident that affects the incident. Once the incident has been confirmed,
only one user or for which there is an Tyler shall use commercially reasonable efforts to
3 existing circumvention procedure. resolve such support incidents without the need for a
Medium circumvention procedure with the next published
maintenance update or service pack,which shall
occur at least quarterly. For non-hosted customers,
Tyler's responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
Support incident that causes failure of Tyler shall provide an initial response to Priority Level
4 non-essential functionality or a 4 incidents within two(2) business days of receipt of
cosmetic or other issue that does not the incident. Once the incident has been confirmed,
Non- qualify as any other Priority Level. Tyler shall use commercially reasonable efforts to
critical resolve such support incidents, as well as cosmetic
issues,with a future version release.
"Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation,you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client's database, processes or setup to diagnose
a problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote
support tool.Tyler's support team must have the ability to quickly connect to the Client's system and
view the site's setup, diagnose problems, or assist with screen navigation. More information about the
remote support tool Tyler uses is available upon request.
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Exhibit D
Exhibit D: Data Security
Data Security
A. Definitions.
Capitalized terms used in this Exhibit have the meanings set forth in this section A.
"Authorized Employees" means the Contractor's employees who have access to Personal Information.
"Authorized Persons" means: (i)any and all Authorized Employees;and (ii)any and all of the Contractor's
subcontractors, representatives,agents,outsourcers,and consultants,and providers of professional
services to the Contractor,who have access to Personal Information and are bound by law or in writing by
confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this
Exhibit.
"Director" means the County's Director of Internal Services/Chief Information Officer or his or her designee.
"Disclose"or any derivative of that word means to disclose, release,transfer, disseminate,or otherwise
provide access to or communicate all or any part of any Personal Information orally, in writing,or by
electronic or any other means to any person.
"Person" means any natural person, corporation, partnership, limited liability company,firm,or association.
"Personal Information" means any and all information, including any data provided,or to which access is
provided,to the Contractor by or upon the authorization of the County, including but not limited to vital
records,that: (i) identifies,describes,or relates to,or is associated with,or is capable of being used to
identify, describe, or relate to,or associate with,a person (including,without limitation, names, physical
descriptions,signatures,addresses,telephone numbers, e-mail addresses,education,financial matters,
employment history,and other unique identifiers,as well as statements made by or attributable to the
person); (ii) is used or is capable of being used to authenticate a person (including,without limitation,
employee identification numbers,government-issued identification numbers, passwords or personal
identification numbers(PINS),financial account numbers,credit report information,answers to security
questions, and other personal identifiers); or is personal information within the meaning of California Civil
Code section 1798.3,subdivision (a), or 1798.80,subdivision (e). Personal Information does not include
publicly available information that is lawfully made available to the general public from federal,state,or
local government records.
"Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's(or any
Authorized Person's)privacy practices.Such complaint shall have sufficient detail to enable the Contractor
to promptly investigate and, if required by applicable law,take remedial action under this Exhibit.
"Security Safeguards" means physical,technical,administrative or organizational security procedures and
practices put in place by the Contractor(or any Authorized Persons)that relate to the protection of the
security,confidentiality,or integrity of Personal Information.Security Safeguards shall satisfy the minimal
requirements set forth in subsection C.(5)of this Exhibit.
"Security Breach" means unauthorized acquisition of Personal Information hosted by Tyler that
compromises either the security,confidentiality,or integrity of such Personal Information
"Use"or any derivative thereof means to receive, acquire,collect,apply, manipulate,employ, process,
transmit, disseminate,access,store, disclose,or dispose of Personal Information.
B.Standard of Care.
(1)The Contractor acknowledges that, in the course of its engagement by the County under this Agreement,
the Contractor,or any Authorized Persons, may Use Personal Information only as permitted in this
Agreement.
(2)The Contractor acknowledges that Personal Information is deemed to be confidential information of,or
owned by,the County(or persons from whom the County receives or has received Personal Information)
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Exhibit D
and is not confidential information of,or owned or by,the Contractor,or any Authorized Persons.The
Contractor further acknowledges that all right,title,and interest in or to the Personal Information remains
in the County(or persons from whom the County receives or has received Personal Information) regardless
of the Contractor's,or any Authorized Person's, Use of that Personal Information.
(3)The Contractor agrees to: (i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this Subsection B as is reasonable and appropriate to protect against a Security
Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is
made accessible to the Contractor pursuant to the terms of this Exhibit; (iii) not Use, Disclose,sell, rent,
license,or otherwise make available Personal Information for the Contractor's own purposes or for the
benefit of anyone other than the County,without the County's express prior written consent,which the
County may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose
Personal Information to any person (an"Unauthorized Third Party")other than Authorized Persons
pursuant to this Agreement,without the Director's express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,or any Authorized
Person, is required to Disclose Personal Information to government regulatory authorities, or pursuant to a
legal proceeding, or otherwise as may be required by applicable law,the Contractor shall(a)as soon as,and
to the extent, reasonably practicable notify the County of the specific demand for,and legal authority for
the Disclosure, including providing the County with a copy of any notice,discovery demand,subpoena,or
order, as applicable, received by the Contractor,or any Authorized Person,from any government regulatory
authorities,or in relation to any legal proceeding, and (b) as soon as, and to the extent, reasonably
practicable notify the County before such Personal Information is offered by the Contractor for such
Disclosure so that the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such Disclosure, and the Contractor
shall reasonably cooperate with the County to minimize the scope of such Disclosure of such Personal
Information.
C. Information Security.
(1)Tyler will comply with state or federal laws pertaining to data security or privacy to the extent applicable
to Tyler's performance under this Agreement.
(2)•
(3)Without limiting the Contractor's obligations to comply with applicable state or federal law,the
Contractor's(or Authorized Persons)Security Safeguards shall be no less rigorous than accepted industry
practices and,at a minimum, include the following: (i) limiting Use of Personal Information strictly to the
Contractor's and Authorized Persons' personnel who are necessary for the Contractor's,or Authorized
Persons', Use of the Personal Information pursuant to this Agreement; (ii); (iii)to the extent that they
contain or provide access to Personal Information, (a)securing the Contractor's business facilities,data
centers, paper files,servers, back-up systems and computing equipment,operating systems,and software
applications, including, but not limited to,all Contractor-owned mobile devices and other equipment,
operating systems,and software applications with information storage capability; (b)employing adequate
controls and data security measures with respect to the Contractor Facilities and Equipment, both internally
and externally,to protect(1)the Personal Information from potential loss or misappropriation,or
unauthorized Use,and (2); (c)having and maintaining network, device, application,database and platform
security; (d) maintaining authentication and access controls within media,computing equipment,operating
systems, and software applications;and (e) installing and maintaining in all Contractor-owned mobile,
wireless,or handheld devices a secure internet connection, having continuously updated anti-virus software
protection; (iv)encrypting all Personal Information at industry standard encryption standards as applicable;
(v) having a patch management process including installation of all operating system/software vendor
security patches; (vi) maintaining appropriate personnel security procedures and practices, including, but
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Exhibit D
not limited to,conducting background checks of Authorized Employees consistent with applicable law; and
(vii) providing appropriate privacy and information security training to Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor,the Contractor shall
cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit.The
Contractor further agrees that it shall maintain a disciplinary process to address any unauthorized Use of
Personal Information by any Authorized Employees.
(5)The Contractor shall,in a secure manner, backup daily,or more frequently if it is the Contractor's
practice to do so more frequently, Personal Information received from the County.
(6).
D.Security Breach Procedures.
(1)Within the period required by applicable state or federal law or, if no period is defined in applicable law,
within seven (7)days, of the Contractor's confirmation of a Security Breach,the Contractor shall notify the
County of the Security Breach in writing. Contractor shall also, if reasonably feasible and in Contractor's sole
discretion,give notice by telephone at the following telephone number,followed promptly by email at the
following email address: (559)600-5900/incidents@fresnocountyca.gov (which telephone number and email
address the County may update by providing notice to the Contractor) Contractor shall also preserve all
relevant evidence relating to the Security Breach.The notice shall include,to the extent available,the
identification of each type and the extent of Personal Information that has been,or is reasonably believed
to have been, breached.
(2) Following the Contractor's notification to the County of a Security Breach,as provided pursuant to
subsection D.(1)of this Exhibit,the Parties shall reasonably coordinate to the extent required by applicable
state or federal law to investigate the Security Breach.The parties agree to fully cooperate with each other,
including,without limitation: (i) providing assistance as reasonably necessary in Contractor conducting any
investigation; (ii) (ii) making employees knowledgeable of the matter reasonably available to the other
party;and (iv)making available all relevant records, logs,files,data reporting and other materials required
to comply with applicable law, regulation, industry standards, or as otherwise reasonably requested by
either party in support of the investigation. If the Security Breach is attributable to the negligence of
Contractor,the Contractor shall,with respect to the Security Breach, be solely responsible,and at its cost,
for notifications required by applicable state or federal law and regulation.
(3)The County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief,of any
Privacy Practices Complaint,and upon the Contractor's receipt of notification thereof,the Contractor shall
promptly address such Privacy Practices Complaint, in accordance with applicable state and federal privacy
laws and regulations.
(4)The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and
take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of the Security
Breach and correcting any deficiency in Security Safeguards which resulted in such incident, in accordance
with applicable state and federal privacy laws and regulations.To the extent the Security Breach is
attributable to Contractor's negligence,the Contractor shall pay directly or reimburse the County,subject to
the limitation of liability and indemnification provisions of this Agreement,for: (1)the cost of providing
affected individuals with credit monitoring services for a specific period not to exceed 12 months,to the
extent the incident could lead to a compromise of the data subject's credit or credit standing,and only to
the extent required by applicable state or federal law; (2)call center support for such affected individuals
for a specific period not to exceed 30 days,and only to the extent required by applicable state or federal
law.
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Exhibit D
E.Oversight of Security Compliance.
(1)The Contractor shall have and maintain a written information security policy that specifies Security
Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope
of its activities.
(2)
(3)The Contractor shall ensure that all Authorized Persons who Use Personal Information are subject to
written confidentiality obligations sufficient to protect Personal Information in accordance with the terms of
this Exhibit..
F. Return or Destruction of Personal Information.
Upon Client's request at the termination of this Agreement,the Contractor shall,and shall instruct all
Authorized Persons to,to the extent feasible promptly return to the County all Personal Information,
whether in written,electronic or other form or media, in its possession or the possession of such Authorized
Persons, in a standard file format, or upon the express prior written consent of the Director,securely
destroy all such Personal Information; provided,however that Contractor shall dispose of Personal
Information in its data backups pursuant to Contractor's then-current data retention and destruction policy
and in no event later than thirteen (13)months after the expiration of the Services Agreement and provided
further that Contractor may retain such Personal Information for so long as necessary for litigation
purposes. If return or disposal of such Personal Information or copies of Personal Information is not
feasible,the Contractor shall notify the County accordingly,specifying the reason, and continue to extend
the protections of this Exhibit to all such Personal Information and copies of Personal Information.The
Contractor shall not retain any copy of any Personal Information after returning or disposing of Personal
Information as required by this section F.The Contractor's obligations under this section F survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if return or
disposal is not feasible and to all Personal Information that the Contractor may later discover.
I
I.Survival.
L. No County Warranty.
The County does not make any warranty or representation whether any Personal Information in the
Contractor's(or any Authorized Persons) possession or control,or Use by the Contractor(or any Authorized
Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security
Breach or Privacy Practices Complaint. For clarity,the County agrees that nothing in this provision may be
construed to mean that unauthorized Use of Personal Information by,or a Security Breach or Privacy
Practices Complaint arising from the acts or omissions of, County's employees,contractors, agents or
representatives shall be deemed a violation of Contractor's obligations pursuant to this Exhibit D.
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Fresno County, CA Records Management SaaS
Renewal 060624
Final Audit Report 2024-06-06
Created: 2024-06-06
By: Katie Gray(katie.gray@tylertech.com)
Status: Signed
Transaction ID: CBJCHBCAABAAmHTKuAcKtizD5eKLWuEXgJkebWlam2pu
"Fresno County, CA Records Management SaaS Renewal 0606
24" History
Document created by Katie Gray (katie.gray@tylertech.com)
2024-06-06-11:21:53 PM GMT
Document emailed to mark.hawkins@tylertech.com for signature
2024-06-06-11:23:14 PM GMT
Email viewed by mark.hawkins@tylertech.com
2024-06-06-11:51:06 PM GMT
=v Signer mark.hawkins@tylertech.com entered name at signing as Mark Hawkins
2024-06-06-11:51:50 PM GMT
Document e-signed by Mark Hawkins (mark.hawkins@tylertech.com)
Signature Date:2024-06-06-11:51:52 PM GMT-Time Source:server
® Agreement completed.
2024-06-06-11:51:52 PM GMT
Q Adobe Acrobat Sign