DATE: August 6, 2024
TO: Board of Supervisors
SUBMITTED BY: Edward Hill, Chief Operating Officer/ Interim Director of Internal Services/Chief Information Officer
Paul Dictos, CPA, Assessor-Recorder
SUBJECT: Agreement with Tyler Technologies, Inc.
RECOMMENDED ACTION(S):
TITLE
1. Under Administrative Policy No. 34 for competitive bids or requests for proposals (AP34), determine that an exception to the competitive bidding requirements under AP 34 is satisfied and a suspension of competition is warranted due to unusual or extraordinary circumstances, and that the best interest of the County would be served by entering into an agreement with Tyler Technologies, Inc. as the vendor currently provides licensing and professional services and is the only vendor able to provide licensing and professional services for their proprietary cashier software; and
2. Approve and authorize the Chairman to execute a retroactive Agreement with Tyler Technologies, Inc. for a cashier software system for the Assessor-Recorder’s Office, effective February 1, 2024, and not to exceed six consecutive years, which includes a five-year base contract and one automatic one-year renewal, total not to exceed $2,596,286.
REPORT
There is no additional Net County Cost associated with the recommended actions, which will allow the Assessor-Recorder’s Office to continue to use Tyler Technologies, Inc.’s (Tyler Tech) cashier software system for the recording, maintenance and preservation of all official records and indices associated with land records, including deeds, liens, and maps, and all documents associated with vital statistics, including births, deaths, and marriages. This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended actions, the Assessor-Recorder’s Office will not be able to continue to record, maintain, and preserve all official records and indices associated with land records and all documents associated vital statistics. Your Board may direct staff to issue a competitive bid for a new cashier system; however, changing to a new vendor would result in increased costs and delays due to the transition, implementation, and training for a new system, while also requiring the County to pay for and run both the old and new software concurrently during the system transition.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
It is requested that the County find under AP 34 that an exception to the competitive bidding requirement is satisfied, and a suspension of competition is warranted due to the unusual or extraordinary circumstances, as Tyler Tech is the only vendor with the ability to provide both licensing and professional services for its proprietary software. The Assessor-Recorder’s Office has been utilizing Tyler Tech’s solution for six years. While there are other vendors who offer cashier software systems, any potential cost savings that the County may realize by changing to a new system, would be offset by the increased costs necessary to change to that new system. Not only would a transition to a new vendor require additional costs for the implementation of a new system (inclusive of the software and increase in staff time in association with the transition, implementation, and data conversion to the new software), but it would also require the County to pay for both old and new systems to run concurrently until the transition was complete. The Internal Services Department, Purchasing Division (ISD-Purchasing) concurs with the request to suspend the competitive bidding process.
RETROACTIVE AGREEMENT:
The recommended Agreement is retroactive to February 1, 2024, due to the length of time to prepare the Agreement and have it approved by Tyler Tech, which included extended contract negotiations seeking the inclusion of the County’s insurance terms, specifically Technology Professional Liability, Cyber Liability clauses, and the Data Security Exhibit, and the inclusion of a mutual Indemnification and Limitation on Liability clause, which are standard requests for software agreements.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The maximum amount payable under the potential six-year term is $2,596,286. Sufficient appropriations and estimated revenues are included in the Assessor-Recorder’s Org 1048 FY 2023-2024 Adopted Budget and will be included in subsequent annual budget requests. As of June 30, 2024, there are four invoices pending for this Agreement in the amount of $320,968 for licensing and professional services performed during the first year of the new contract period.
DISCUSSION:
The Fresno County Recorder is responsible for recording, maintaining, and preserving all official records and indices associated with land records, including deeds, liens, and maps, and all documents associated with vital statistics, including births, deaths, and marriages.
On January 9, 2018, your Board approved agreement A-18-005 with Tyler Tech for a cashier software system that was designed to replace the County’s previous cashier system, which had limited functionality to meet the needs of the County’s population. The term of the agreement was for six consecutive years, which included a five-year base term and an automatic one-year renewal. The agreement was created with the approval of ISD-Purchasing through a cooperative procurement by National Joint Powers Alliance.
On April 23, 2019, your Board approved amendment number one to agreement A-18-005, which increased the compensation to account for additional, unforeseen programming and hosting costs related to the distribution of maps.
The recommended Agreement has a potential six-year term, which includes an initial five-year base term with an additional automatic one-year extension, unless terminated in writing 60 days prior by either party. The total maximum compensation for the initial five-year base term of the recommended Agreement is $2,221,415. If the recommended Agreement automatically renews for its one-year extension, the maximum compensation will increase to $2,596,286. This includes $2,159,971 in recurring licensing fees, $3,600 in one-time professional service fees, and $432,715 for potential additional products and services.
Approval of the first recommend action will suspend the competitive bidding process, as Tyler Tech is the only vendor able to provide licensing and professional services for its proprietary software, and changing to a new software system would cause the County to have increased costs and man hours due to the acquiring, implementing, and transitioning to new software. Approval of the second recommended action will allow the Assessor-Recorder’s Office to continue to use Tyler Tech’s cashier software system to continue recording, maintaining, and preserving all official records and indices associated with land records and all documents associated with vital statistics.
The recommended Agreement with Tyler Tech deviates from the County’s standard language as it incorporates a limitation of liability, limiting the Contractor’s liability to Direct Damages not to exceed, during the initial term, total fees paid as of the time of the claim, or during any renewal period, the then-current annual software as a service fees payable in that renewal term. The recommended Agreement also incorporates mutual indemnification. The Human Resources Department-Risk Management Division has reviewed the provisions and recommends the Agreement not include limitation of liability language and or mutual indemnification; however, the Assessor-Recorder’s Office and ISD-IT believe that the risks associated with these changes are an acceptable business risk.
REFERENCE MATERIAL:
BAI #41, April 23, 2019
BAI #21, January 9, 2018
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition
On file with Clerk - Agreement with Tyler Tech
CAO ANALYST:
Ahla Yang