HomeMy WebLinkAboutAgreement A-25-068 First Amendment to Agreement with Tyler Technologies (2).pdf Agreement No. 25-068
1 AMENDMENT NO. 1 TO SOFTWARE AS A SERVICE AGREEMENT
2 This Amendment No. 1 to Software as a Service Agreement ("Amendment No.1") is
3 dated February 25, 2025 and is between Tyler Technologies Inc., a Delaware Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On August 6, 2024, the County and the Contractor entered into County agreement
8 number A-24-421 ("Agreement"), for Tyler Records Management software, for the recording,
9 maintenance and preservation of all official records and indices associated with land records,
10 including deeds, liens, and maps, and all documents associated with vital statistics, including
11 births, deaths, and marriages.
12 B. The County and the Contractor now desire to amend the Agreement to add another of
13 Contractor's services, entitled Tyler Payments, which is a cloud-based payment processing
14 service that will allow the County to accept credit card payments, online and in-person, when
15 members of the public purchase official records and vital statistics documents.
16 Now therefore, in consideration of the foregoing and of the mutual covenants and
17 promises set forth herein, the parties agree as follows:
18 1. Exhibit A of the Agreement located on pages 1 through 9 is amended to add the
19 attached Exhibit A-1 as pages 10 through 13 directly after the existing pages.
20 2. When both parties have signed this Amendment No. 1, the Agreement, and this
21 Amendment No. 1 together constitute the Agreement.
22 3. The Contractor represents and warrants to the County that:
23 a. The Contractor is duly authorized and empowered to sign and perform its obligations
24 under this Amendment No. 1.
25 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
26 authorized to do so and his or her signature on this Amendment No. 1 legally binds
27 the Contractor to the terms of this Amendment No. 1.
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1 4. The parties agree that this Amendment No. 1 may be executed by electronic signature
2 as provided in this section.
3 a. An "electronic signature" means any symbol or process intended by an individual
4 signing this Amendment No. 1 to represent their signature, including but not limited
5 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
6 (3) an electronically scanned and transmitted (for example by PDF document)
7 version of an original handwritten signature.
8 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this
10 Amendment for all purposes, including but not limited to evidentiary proof in any
11 administrative or judicial proceeding, and (2) has the same force and effect as the
12 valid original handwritten signature of that person.
13 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
14 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
15 2, Title 2.5, beginning with section 1633.1).
16 d. Each party using a digital signature represents that it has undertaken and satisfied
17 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
18 through (5), and agrees that each other party may rely upon that representation.
19 e. This Amendment No. 1 is not conditioned upon the parties conducting the
20 transactions under it by electronic means and either party may sign this Amendment
21 No. 1 with an original handwritten signature.
22 5. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
23 all of which together constitute this Amendment No. 1.
24 6. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
25 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
26 effect.
27 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
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TYLER TECHNOLOGIES, INC. COUNTY OF FRESNO
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5 Wa4.416,
6 Mark Hawkins, President, Property & Ernest Buddy Mendes, hairman of the
Recording Division Board of Supervisors of the County of Fresno
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One Tyler Drive Attest:
8 Yarmouth, ME 04096 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By:
11 Deputy
12 For accounting use only:
13 Org No.: 8905
Account No.: 7311
14 Fund No.: 1020
Subclass No.: 10000
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Exhibit A-1
Quoted B Erin Walker
•0 a t y l e r Quote Expiration: 5/20/25
0 0 Fresno County-Move to
Quote Name: Tyler Payments
Sales Quotation For:
Fresno County
Hall of Records Building
2281 Tulane Street
Fresno,CA 93715
Phone:+1(559)488-3496
Transaction Fees
Description
Payments Core $0
Payments Core POS $0
Professional Services
De
Project Management
Implementation Services-Move from BridgePay
Implementation Services-Move from Vital Check
Total Hours 56
Sub-Total $8,400 $0
Less Discount $3,000 $0
TOTAL $5,400 $0
Third-Party Hardware,Software and Services
Quantity
Tyler One
Payments Annual PCI Fee 15 $2,700 $0
Recording&Tax
Payments Lane 7000 Annual Terminal Purchase 15 $7,935 $0
TOTAL 10,635 $0
Summary One Time Fees Recurring Fees
Total Tyler Software $0 $0
Total Annual $0 $2,700
Total Tyler Services $5,400 $0
Total Third-Party Hardware,Software,
Services $ 7,935 $2,700
Summary Total $13,335 $2,700
Contract Total $16,035
Unless otherwise indicated in the contract or amendment thereto,pricing for optional items will be held
For six(6)months from the Quote date or the Effective Date of the Contract,whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
A-1
Exhibit A-1
Comments
Client agrees that items in this sales quotation are,upon Client's signature or approval of same,hereby added to the
existing agreement("Agreement")between the parties and subject to its terms.Additionally,payment for said items,
as applicable but subject to any listed assumptions herein,shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i)deliver of the license key or
(ii)when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
•Annual Maintenance and Support fees,SaaS fees,Hosting fees,and Subscription fees are first payable when
Tyler makes the software available for download by the Client(for Maintenance)or on the first day of the
month following the date this quotation was signed(for SaaS,Hosting,and Subscription),and any such fees are
prorated to align with the applicable term under the Agreement,with renewals invoiced annually thereafter in
accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below.
o Implementation and other professional services fees shall be invoiced as delivered_
o Fixed-fee Business Process Consulting services shall be invoiced 500/6 upon delivery of the Best Practice
Recommendations,by module,and 50%upon delivery of custom desktop procedures,by module.
o 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,Tyler will invoice Client the actual services delivered on
a time and materials basis.
o Except as otherwise provided,other fixed puce services are invoiced upon complete delivery of the service.
For the avoidance of doubt,where"Project Planning Services"are provided,payment shall be invoiced upon
delivery of the Implementation Planning document.Dedicated Project Management services,if any,will be
invoiced monthly in arrears,beginning on the first day of the month immediately following initiation of
project planning.
o If Client has purchased any change management services,those services will be invoiced in accordance with
the Agreement.
o Notwithstanding anything to the contrary stated above,the following payment terms shall apply to services
fees specifically for migrations:Tyler will invoice Client 5090 of any Migration Fees listed above upon Client
approval of the product suite migration schedule.The remaining 501.�b,by line item,will be billed upon the go-
live of the applicable product suite.Tyler will invoice Client for any Project Management Fees listed above
upon the go-live of the first product suite.
•Expenses associated with onsite services are invoiced as incurred.
•Travel Expenses will be billed as incurred according to Tyler's standard business travel policy.
A-2
Exhibit A-1
••., tyler
TYLER PAYMENTS:
Your use of Tyler Payments and any related items included on this order is subject to the terms found at:
htWs://www.tvle rtech.com/cl ient-terms/oaym ent-processi ne-I icense-and-services-aizreeme nt
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 any hardware maintenance are invoiced upon delivery of the hardware,with
subsequent years'fees billed annually,in advance(if applicable).
Note:
Fresno County,CA will accept Visa,MasterCard,American Express,and Discover for transactions.
Payer Electronic
If passing transactx)n costs to the payer
Paver Card Cost—Service Fee—per card transaction with Visa,MasterCard, 3.5%
American Express,and Discover,for transactions.
$1.50 min
Applied to: Records Public Access-Online
Records Management Cashiering—In Person
Miscellaneous Costs
Payer eCheck Cost—Per electronic check transaction. $1.95
eCheck Refects-When an eCheck Transaction comes back as declined(e.g $5.00
bounced check)
Credit Card Charoebacks—if a card payer disputes a transaction at the card $15.00
issuing bank(e.g.stolen card)
Card Terminal Purchase—Maintenance fee is an annual fee per device. Lane 7000:$529(one-time fee)
Covers cost of PCI compliance,service,maintenance, real-time integration, Plus$180 Device Annual Support
and support
A-3