HomeMy WebLinkAbout234-23 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 234-23
File Number: 2023-1221
TYLER TECHNOLOGIES, INC. (SERVICE AGREEMENT):
A RESOLUTION TO APPROVE AN AGREEMENT WITH TYLER TECHNOLOGIES, INC., FOR A NEW
BILLING AND PAYMENT SYSTEM AND PAYMENT PROCESSING MERCHANT ACCOUNT
WHEREAS, in 2019 the City implemented Tyler New World ERP eSuite to serve as the primary utility billing online
payment solution which also required an agreement with Automated Merchant Services, Inc. for credit card processing;
and
WHEREAS, staff recommends implementing the new Utility Access and Tyler Payments services, both of which are
available through Tyler Technologies, to improve the online utility payment, miscellaneous billing, and phone payment
experience.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section l: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to sign
agreements with Tyler Technologies, Inc., both of which are attached to this Resolution, for the use of Utility Access
and Tyler Payments for an initial cost of $7,787.00.
PASSED and APPROVED on November 7, 2023
Page 1
Attest:
ly
FAY FTTFVIi_'._ ,R
C.
ara Paxton, City Clifik Treasurer %yS' h"At
TO
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF NOVEMBER 7, 2023
TO: Mayor Jordan and City Council
THRU: Susan Norton, Chief of Staff
Paul Becker, Chief Financial Officer
Keith Macedo, IT Director
FROM: Cheryl Partain, Utilities Financial Services Mgr
DATE:
CITY COUNCIL MEMO
2023-1221
SUBJECT: Tyler Technologies, Inc. - Utility Billing and Miscellaneous Billing Payment Systems,
Utility Billing Interactive Voice Response (IVR) Payment System, and Payment
Processing Merchant Account
RECOMMENDATION:
Staff recommends approving the attached agreement with Tyler Technologies, Inc. authorizing the Utilities
Financial Services Division to implement a new Tyler Utility Billing/Miscellaneous Billing online payment portal,
IVR payments solution, create a new online credit card/E-Check payment merchant account with Tyler
Technologies for the processing of customer payments and approve staff to have the authority to sign any
additional payment processing documentation related to this upgrade.
BACKGROUND:
The city utilizes Tyler New World ERP eSuite to process Utility Billing and Miscellaneous Billing online
payments and Paymentus for IVR (phone) payment. Paymentus was initially implemented in 2002 for both
IVR and online payments. In 2019 the city implemented Tyler New World ERP eSuite to serve as the primary
utility billing online payment solution to keep up with customer needs, changing technology and Payment Card
Industry (PCI) requirements. With the upgrade, an agreement was also signed to utilize Automated Merchant
Services (AMS), Inc. for credit card processing due to the integration with Tyler New World Utility Billing and
ERP, which includes eSuites.
DISCUSSION:
The city has worked with Tyler staff over the last 2 years to review their replacement of eSuite with a new
product called Utility Access. City staff have reviewed the product, provided input to Tyler on required
functionality, and followed Utility Access implementations at several other cities to confirm the new product is
working as described. The new Utility Access product combines online and IVR (phone) payments into a single
system that improves the customer experience and provides new administrative management features to
improve customer support. Tyler requires all clients to use their credit card payment processor, called Tyler
Payments, to process payments with Utility Access. City Utility Billing and Information Technology staff are
recommending the new Utility Access and Tyler Payments to improve the online utility payment, miscellaneous
billing, and IVR payments.
BUDGET/STAFF IMPACT:
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Water/Sewer and Recycling and Trash Funds operational budgets will absorb the credit card/e-check
processing fees. The additional credit card fees for the upgrade have been requested in the 2024 operational
fund budgets and will be requested in the future operational budget process. As part of the upgrade a one-time
fee for new credit card machines for the over the counter payments of $5,447.00 and an annual software
maintenance fee of $2,340.00. Both costs will also be absorbed in the operational budgets for both Funds.
ATTACHMENTS: SRF (#3), Tyler Payments and Utility Access Service Agreement (#4), Tyler Payments -
Payment Card Processing Agreement (#5)
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
== City of Fayetteville, Arkansas
y 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
- Legislation Text
File #: 2023-1221
Tyler Technologies, Inc. - Utility Billing and Miscellaneous Billing Payment Systems, Utility
Billing Interactive Voice Response (IVR) Payment System, and Payment Processing Merchant
Account
A RESOLUTION TO APPROVE AN AGREEMENT WITH TYLER TECHNOLOGIES, INC., FOR A
NEW BILLING AND PAYMENT SYSTEM AND PAYMENT PROCESSING MERCHANT
ACCOUNT
WHEREAS, in 2019 the City implemented Tyler New World ERP eSuite to serve as the primary utility
billing online payment solution which also required an agreement with Automated Merchant Services,
Inc. for credit card processing; and
WHEREAS, staff recommends implementing the new Utility Access and Tyler Payments services, both
of which are available through Tyler Technologies, to improve the online utility payment, miscellaneous
billing, and phone payment experience.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan
to sign agreements with Tyler Technologies, Inc., both of which are attached to this Resolution, for the
use of Utility Access and Tyler Payments for an initial cost of $7,787.00.
Page 1
Cheryl Partain
Submitted By
City of Fayetteville Staff Review Form
2023-1221
Item ID
11/7/2023
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
10/18/2023 UTILITIES FINANCIAL SVCS (710)
Submitted Date Division / Department
Action Recommendation:
Staff recommends approving the attached agreement with Tyler Technologies, Inc. to upgrade the existing Utility
Billing/Miscellaneous Billing online payment systems, Utility Billing Interactive Voice Response (IVR) payment
system to Utility Access and create a new Tyler Payments merchant account with Tyler Technologies for processing
of customer payments.
Budget Impact:
5400.710.1810-5320.02/5500.750.5000-
5320.02
Account Number
N/A
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Water & Sewer/Recycling & Trash
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Item Cost
Budget Adjustment
Remaining Budget
Fund
N/A
Project Title
$ 431,000.00
$ 339,311.77
91,688,23
$ 7,787.00
83,901.23
Previous Ordinance or Resolution #
Approval Date:
V20221130
• •0: Quoted By:
�• •0• Quote Expiration:
!er
Quote Name:
Sales Quotation For:
City of Fayetteville
113 W Mountain St
Fayetteville AR 72701-6083
ents
Payments - Client Card Cost - Interchange Plus
Tyler One
New World Payments
New World Payments
Payments - Other Fees
Tyler One
Client eCheck Cost
eCheck Rejects
Credit Card Chargebacks
Client Card Cost - Interchange Plus
Client eCheck Cost
Summer Zwarun
10/31/23
City of Fayetteville AR _Tyler
Payments, Utility Access (NWERP)
(EPL)
Utility Billing 0.50% $ 0.50 X X X
Miscellaneous 0.50% $ 0.50 X X
$ 1.95
$ 5.00
$ 15.00
Per card transaction with Visa, MasterCard, Discover, and American Express for all transactions on
top of industry -driven rates for bank fees, card brand fees, interchange fees, dues, assessments, and
other processing fees.
Per electronic check transaction.
2022-324910-G5R8Q5 Page 1
eCheck Rejects
Credit Card Chargebacks
r Transaction
Utilities I
Uti I ityAccess
3rd Party Hardware, Software and Services
Third Party Hardware, Software and Services
Payments PCI Service Fee (Per Device)
Payments Lane 3000 Terminal Purchase
Summary
Total Tyler Software
Total SaaS
Total Tyler Services
Total Third -Party Hardware, Software, Services
Summary Total
Contract Total
When an eCheck transaction comes back as declined (e.g bounced check)
If a card payer disputes a transaction at the card issuing bank (e.g. stolen card)
$ 1.25 $ 1.25 $ 0.00
13 $0 $0 $2,340
13 $ 419 $ 5,447 $ 0
TOTAL $ 5,447 $ 2,340
One Time Fees
Recurring Fees
$0
$0
$0
$0
$0
$0
$ 5,447
$ 2,340
$ 5,447
$ 2,340
$ 7,787
2022-324910-G5R8Q5 Page 2
Comment
Please Note: Customers have the option to register for paperless billing using the UtilityAccess portal.
Your use of Payments and any related items included on this order is subject to the terms found at: https://www.tylertech.com/terms/payment-card-
processing-agreement. By signing this order or the agreement in which it is included, you agree you have read, understand, and agree to such terms. Please
see attached Payments fee schedule.
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, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included:
• License fees for Tyler and third -party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software
available accessible.
• 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 accessible to 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 50% 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 material basis. "
o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where Project
Planning Services are
provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be
invoiced monthly in arrears,
beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.
2022-324910-G5R8Q5 Page 3
o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice
Client 50% of any Migration
Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go -live of
the applicable product
suite. Tyler will invoice Client for any Project Management Fees listed above upon the go -live of the first product suite. Annual SaaS Fees will be invoiced
upon availability of the hosted environment.
• Expenses associated with onsite services are invoiced as incurred.
Any SaaS or hosted solutions added to an agreement containing Client -hosted Tyler solutions are subject to Tyler's SaaS Services terms found here:
https://www.tylertech.com/terms/tyler-saas-services.
Unless otherwise indicated in thetiontract or
For six (6) months from the Quo
fi date or t Ii
TodCustomer Approval: 1
Print Name: ayor LiOneld OI
nt thereto, pricing for optional items will be held
Dat4f the Contract, whichever is later.
Date:
P.O.#:
November 07, 2023
N/A
2022-324910-G5R8Q5 Page 4
Home ® Terms 4 Payment Card Processing Agreement
rF '
Terms of Use Contents
lhis Payment Card ProcessIng Agreeme ;this "Process ng Agreement") s made and entered in'to by
and between per Tc:. � .erg. s, n.. � De,allllare corporation io.''yieY"i, and C; ens e"Merchant`).
(Acknow' edgemen'ts
- Mem er Bank rg ee,le.._
{�� �/p�
1® ACKNOWLEDGEMENTS
Required
* Settlernenl and
e ;7 -his P
a. B; exec..] r ,si ree or a , a ,oml a Ding � re, Form. "r r ha?t is
Char ebacks
contract .i g wit I to c, ,: Ca processing ing services on Mi. er chants :tee: a:�.
r Fees and ,'vo ( +,P
.icense
b, Merchant acknG;,41 edge, that Tyler contracts r.C`a ✓cyYEnl� N:{^eSSGr `;a 'PrccesJ:,),
Third Parry P-oid. ers
141eI-nbers, ails oth -. 'i I. c i. d pro ! ens to Provide se`"'dices u: der this a`Gcessi ; Agreement,
� � J:ef" Confident� „_ri
�
and Men :.al t hereby consentsto ie use of _,..alp Processor", MenCers, and oche"s tG Yi Ov.de
Proone aiy ?: `O "y'aTton
such services,
Represe"ta*io':.s and
Tyler represei?rs ;hat the ter.:'_; anc pro :sions o his . yoc s?g logieement .:_ not inccrisis<t.er
Warranties
the germs Ila vdvisiors at t s
F agreements bewee (vier ano su .rc party prcviclers,,
_imitation: of is :lily
Indemnification
2m MEMBER BANK AGREEMENT REQUIRED
- Taxes
Term, Suspension, and
`
a. When Mere ant's � tit 'ners cay Mier pant through Tyler, er rat r may be he recin,er,t o' a
m na-ion
Card landed payment. ;-?e or-anizahon Visa ` c
s LFiat operate These Card systems (such as La �..,.,..;
Dispute Rest uticn
7 n
c. and Master'art7 ,.,t2.ill ati0nai ,.:.. rporated: cal iecti`Jely, t'e "Associations", re Ie that
hat
ceilaneous
4'erchan` a.. 011 enter into a direct conhracL onship with, an e t ty that is a e ben nt the
k Certain Definitions
Association and (ii) agree:G CJ??ply' vvitn Assoc. a i•o , Pu:es as They petal ap cab:e Lard
> h;b;,
ransacL;ibis that Vlerc-Ia,n' subrinits,roi-it„ Tylei,
b, Merchan,. SjJall complete an appl cai oll vvilth he,, Vie"+ -er „It lvhich Tvier has -antia^ted, ann
execute a,I abreemeia wi-h sus . b"ierni"jer ithe `Vien-iber Bank Agreen-lent` „ By executing a
Member Bann Agreement, Mle.u.'"'ant ':s'.ui'i lh-Eg The A.ssocl.atron, Rule of entei"irly into a direct
co"t'actual relatio,zship vvith a Member, and I iercin ..dl� agrees to Comply wit., L;Sco..-at a n Rules
as t`ey pertain to Transactions Me . Il._n,. . tS or JrGC3;;511.g HTe ._yler service.
`,HatiyI.Pn?a_y hed.a'Yre^ to be responsible for 'C�hga+:,i
c. sVerchant ac knc-,.edges
,a a NAlember sucI, Transactions as set lortr: ?? tit, alert -fiber Bank Ag,eeii?el d
'it. (`bier"?ben si'IOuI�..
debit the l-.vie,chant ,Accoun, m, .::har,geb cks, `lOVv'eVe' rY ?e event bnr cn
elli assesses ally such
charg,ebacK or dispute relialred lees ro T Vier, -,{lIer s?ail invoice e same to s ei"c
-ant.
a. Merchants Ban€ AAucount. in order "lC receive -1" s, Merchant :l"II.'SI. rnalntaln a ro nK account
Une "Merchant Lank Acco-ol") at a Cant: Mat is a -erriber oL the AUton ated Cieari' g House
'"ACH"' systen, and the I-ederal Rese-`,fie vire system. Merchant agrees r.Ot tG close 11
Me"chant Bank AcCOUITL Wili.h GUt O,IVing Tyler at least thirty (34) days' ;Nor Written notice and
ibstitut i g another bar.K accouint, ,v'lerclham I s solely I ab*e 'or all ees and costs associa`,ed
64"n Merc'ilant Lank Account and for all GVeidrafts. Tyler snail not be liable for any deiays In
eceipt of funds Or errors HT daiK account.. � teies causeca by third par -es, including bull n:,t
limited to delays Or errors by the ii,ember Bank or pay, er.t
- roce�.ssor tc Merchant Ca?K H CCunt.
b. S2:t'ei7le t Tral'sact'Ons shall be s-ttleU according to rf'le terns of ;'-e lien ber BanK Agreennem.
using the acceun„s_` whjch are designate.. by Merchant, J
C. C ha`"gebacks. Chargebacks shall 1: be paid by M .::` 'n aCcordanlce 'vvith the Me, :,bee, Bank
Agreement,
G, R etr eya' Reggests, fVlerchant is earuired by ..ne Assoc ations to store or`ginai do-u n
and to tiiTely respona to Re't,ieval Reque5rs, of each T rasa^tivn for at least six imon hs from l the
date of the respective ransac to and retain o;ies all '
r such da a for east 8 months
ro I? the date of the re'.s;)ective or i2i ii <"'t .S res'?OI sible to ai? v hart:,eb c. a *ha,
re It Lrarn Merchant's fa i.e to imery to Retrieve' Q q cesis for Co: ui:le tation re ating
to a ?"ansa CtIo.?.
a. Order Form. Mercham agrees to pay -y!er the Tees set forty! in or attached to the Order Form for
Services provicled by Tyler acid to 'which "this AgCeenlent is hyper'!nked Or attached. This -nay
include fees for Payment Service Devices ,or other `quiPment ±'at Merchant ias e?ecte Ci o
pure.case or rent as set forth on the Order Form. Fees for purchase Nil: be invoiced upon
Shipment and Fees for rental wil'i be invoiced a'Inualiv in advance. AI! Fees due hereunder are
due within 45 days of Invoice, The terms a::d cored i t o n s 0`i S!ch purchase or rental arese' forth
on Exhibit A attached hereto and inCorDOrated `iereln.
lb. Ad.ustrnen-S to Pricmig. B, ,'rig vvriten not Ce to 1',Alerchant, ry er may NAierchant'S tees,
charges and discounts res-1-ng fro!? (i) changes in Association fees {such as interchange,
aSSeSSnl2ritS and other Clla?:gESi; ill. =angeS in prlCii-g by+aly thud r"ty' prCl'lder O uroduci"
or service used fly Merchant: or .::) ot'iEr rnar e_ adjustr lent. SuIrC, I new ,,rites shall be
applicable as of tl;e effect:`.'._ -late established by the Association or third ,arty provid-a, Or as Of
any later date specified in '"'S nofte to N/11eicnan.. in ad dltio's", 'Ier may .update 3?rid g
rF_•n'tai �_lf '_d U!iame' Uy' g!V!i"ig NirittEil hOtiC2 t0 ilerC'ar�: trte ell or any Ir ILial relit C.'.' arm or
whensuchEquipment is Upgraded t0 a ite''Yver 'llodel 01" rep ace0 in accordancel'dith the jlricing
set forth on T `J!er's then -current Order Fenn.
Payment of Fees.
!?Mlle l�a (TlE ts. For :tents that. are initiateC oi:.:..-, a convenience fee or service fee
y=
may be assessed to the Cad hoide, f0 each cavmentt ra.• ac_lon at is pa.: ele.Ciron!Ca':y
I sing a credit or deN, card, SuCll COi��`:2nlEni,._ ..,,, �.; ServiC�.:ee !:, Se forth in the. VrdP. i"
Fort �l and will be Charged :t tile tilde of the transaction to be deposited directly to a lyle>
ba 1l5 aCCotl -i `. TrolTi '.N}?!CIl air IecS aSSOCiZ,teC `,"tlth urOCeSSii?=, and Seib ii` °he t.ransactiors
will be paid.
:.. CyC-i' the 1,^vC?ter pd'}_!neilts. For payme-nas tlla` are InifiateC iif- yoUi" Offices, a service fee
may be assessed to thp Card`?Older ior eac- n.ay'rne:^,Tra!nsal-mn as set fort.c in t.ne, barer
Perm, and such fee, Will be charged at the time of fh: transaction to be deposited .. rectly
Into a Tyler bank accoum TrofTi I.h.Ch all fees associated with irocesS."2 and settling the
transactions will be Daid. For all other fees, Tyle, s'!'all inVCiCe [V,errhant `oil services anti
service fees on a rnoiltl? y DaSis; i-rileSs otherwise se( forth in the Orden Form. Eadi Ill'voicE,
S^ail state the total :::voleeG annauni: and sha l be accompanied by a reasonably deia ed
ItEn':iZatlOi"i OT SerVICeS artd St:rviCe -ees.. v='0ng ..::Eiji'r of a properly Ubm4ited r:VO1.^E;
the Merchant salt pa:v amou?lts mvv:ng t;:erein thirty (30) ::lays in ;arrears,
ilf Absorbed Pay' rents, For payments'''la_{are !nit:aced online and!o: in -person,, the Nl._:chant
may elect to pay for all fees related to the transaction saction inch.Giing, w!tll0ut lIMitafion,
interchange Tees, lJoes, assessnlen"ts, card b!"and lees, and Tyler fees.
2�:heC lAl. Payi""entS. In ai dlilCi`I, Tyler Sha: ."".d be ai.:orizet0 charge eche:-VACFI "tees.
and other Tees SDecified i,..a:n Order Fern `o the end ;ser. Unless otherw se set forth in the.
Order or" , tees M ': be charged at the tide Of the transactor, to be deposited directly i nto
a Tylo,' bank accou .
tyler '; ereDy grants Niercn.ant a not? -exclusive, revocable llCeilSe t use. tile, Nor inte.!lec'ual
Property (as defined in Section 10(c for 'lie limited purpose o" penci- riing tinder this Processing
Agreement. Merchant shall at all bines be responsible for compiliance wth applicable law arid
Association Rules. Un ass otner'�r.ise Provided ih a separate agreen. ,,,. between I and
PvlerCilant; any intellectual Property or machinery prov�:.de�d by Tyler, but riot de�vel„pod by Tyler, is
being licensed Or purchased by Verchai-A dlr e' y 1`rOril the iinal—ii arture:' or developer of . UC,
machinery or intellectual Properly, vierc!la!lt acl<nowl edges that the license granted Herein is
mited to Merc" an"s use exclusiveiV and that V}ercinar:. does not have .rig right to s� d-license
anv of the Intellectual Property in either their mgmai or mod!li '"ied ..:.,. e..:inl aagrees that it
Sllai. not reverse-eng-eer, dl,asSemb.is Or decoimip le the 'sntellectua. Property. 'Merchant shall
r--!aPlt'S Ei';lplo' ES, access t0 the lr'T er
not gi�'e any third party, exce,st "Mlerc ye fell ,t a Property wit!
Tyler's ,ror'written consent.
6. THIRD PARTY PROVIDERS
Tyler may, in its sole discretion, contract Yvitl: alternate :.:ember; payment processors or oche
third party providers to provide services :ndC-r+his Process, i fig Agreement, In such even',
Merchant shall reasonably Cooperate with Tyler, iilCiUding the execution of a new Member Bank
Agreement by Merchant; provided. however, that if the terms and Conditions of the new Member
Bank Agreement are s �bstant_a ly different than Merchant's existing Member Bank .agreement,
then Merchant shall have the right to terminate this Processing Agree, lent.
7 TYLER CONFIDENTIAL AND PROPRIETARY
INFORMATION
a. Piro ection of Ty l�r_Conf!dential and Proprietary_?`: i0:`!Y�,�CI^il. i��C-. han.L S,:aii r':Ot disclose,
disseminate, trails;„ ui1'ish :iistribut max u l „cth r T ~ Con . p e, e =vat able: ; e wise cnrrve;< ylei tldentia
and Proprietary Infori-nation, and Me'Chant shah not use, ':na1le, se , 01, o+herw se_ exploit any
such Tyler Confidential and Proprietary irtcnnaticn fier any purpose otl;er than the perf nnarlce
or this Processing Agreement, o) Li Out Ty er's written Conse. ', except: fat as may Is required by
;a;"•!, reg—iatlo':, jucicia1, or add. riiS a{: ve oroccss: a i as rF.q ireG In iiligat on penal n.,ig iG
this Processing agreement, provided that IFY,ei _ give,: advance notice of such intended
disclosure in order to permit it the opport l'iiy to seek a protective order. Merchant shall ensure
i it cat a : Individuals assigned o perfo'T services I iare u snail a jo by ..he terms of 'his Section
!(a) and shall De responsible for breaches by Stich persons.
D.judicial Proceedines. I? Werchant is refitUestec Cr re uIrec 0-y oral questions, interrogatories,
requests'a, inforn ation o.r dacuirlents in legal ~oceedings, subpoena, civil investigative
demand, or other sinlila!' process)'o d sclosse any Tyler Con-ider;tial and Proprietary Informat on,
MerchantSliall provide Tyler with proinot written notice of such reauest or re U!rer" tit so ti""!ai
I,ller ;nay seek protective orders or other appr prlate re'nedies a d/ol" -Valve col -inhance with the
provisions o. "his Processing Agreernen_.:f, :. file absence of protective G;
<'.. Cr`,tE Ire .' atiler re IT1eGL'
or 'tile receipt of a waiver by yier, Meicllia nt nonethe ess Is legally Compelled to disclose i via,
Confidential and Proprietary Information to any court or of else -vou d stand liable for
cGptempi or suffer other censure or penalty, l0lierchant rnay, rlit..cut liability herein, disclose to
S-Ch CoUrt or tribunal G'Iv that pot t on of I vier +'a. and Proprietary 111 C0 :..a_ioi which
unle Court requires to be :disclosed, provided that`. Merchant rises reasona :,le efforts to,, preserve
the Confide ' ialiLy :^, lye>Confiderifial and P'o,r,Yi. e'ai"y rifOt"niat on, InCI',iding, 4ilthC a+
,in1ltal!On, by cooperating with Ty cr to oh'Lain a!-. ;pr,-prlate protective order o. Other rella file
assurance that Con`,idential'reatrileCA shall be accord:e;_i Tyler ConIide_ntlal artC. i'rOprieiary!
Information,
a REPRESENTATIONS AND WARRANTIES
a. No actions Suits, or PtoceedlrlgS There are no a.—ioti s. fir. or ings .
_ >ts, .,I ;;Yoceedi, �., pending i , t0 thC-
knowiedge of Ty'er, threaterled, that shall have a material adverse effect an Iyler's ability to
I its ;bi gations pursuant to or arising from this Processing Ag,reerlen`.
b. Compliance Vv!th I_a`11s. h per v. ,Rig 'this °rocessin Agreerlien T S'" t
.. :� .t, v'?e. „a I, C✓nn I with all
applicable material license s, legal Cert!TICa'iGn S, Or inspections. 'yleY and !v12r,^hani 5llaii CGnlp!y
in ail material respects with ap;,iica!;ie federal, state, and local statute, la?:vs ordinances, rd ces, rules,
and regulations.
v Ownership, Wei ei" Is a Delaware como,,ai an that is listed -or tradin- on file New, York S"OcK
Exchange. No director, officer, or „• more stockholder shad, during the course of this
Processir; Agreerlei:t, receive or center irnprc;Je> personal benefits or gain, associated r,)iLl. Lhe
perforinailce of the services out lined In this Processing Agree me.i;t.
d. Certain Business Practices. Neither Tyler nor any of .ts priir::ipais is presently debarred,
suspended, proposed for ebamlent ?declared:iellg e, G' v l (l arijy eX: ludec from
.
partiC!Da'ing in this Processing t b`-' any federal departrrienf. or ages — "
: U gAgreement.� _y. ,. _i 7+till(
represents and warrants that i` is listed on n+ ,, e o ns l r�
any !^cal state G~ federal c�i: c!ic6,...d list e
debarred, suspended, and ineligible contractors and grantees. No person (ether than; permanent
employees ofTyler) has been engaged ol retailnedby ivler'a solicit, procure, receive, ep;',
arrange, or secure this Processing Agreement far
g z ,. any c^inrensatior, censideratieYi, or vane.
e _l__pinent ltiYan,r1aQt�irer VVC r ra�i1CS. nyl.e; ,Il pass t iUi:'l' to )v ..: ila It any appii;apse
a nt is C'vre" !va ra, 'ies tha ao,F y 0 t ,a': t p : ^ maSE Mlerr.ha + itnrou?h t^:!S
Agreement.
Disclaimer of implied Vv''arranti_s. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN
THIS PROCESS AGREEMENT AND T` THE 'MAXIMUM EXTENT PERMITTED BYAPPLICABLE
LAW, TYLER HEREBY DISCLAIMS ALL OTHER. WARRANT IES AND CONDITIONS, WHETHER
EXPRESS. IMPLIED, OR STATUTORY, INCLUD"iNG, BUT NOT LIMIT E D TO, ANY 11VIPLIE.D
WARRANTll DUTIES, OR CONDI I IONS OF UERCHANTABILITY OR :FITNESS FOR ,A
PARTICULAR PURPOSE.
TYLER'S LIABILITY TO MERCHANT FOR DAMIAGES ARISING OUT OF OR IN CONNECTION
WITH THIS PROCESSING AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR
rnRT, INCLUDING NEGLIGENCE n STRICT LiABs'Lll Sl-IrLL B L,, 1cD iv - HE TO
" AIL
FEESPAID To TYLER UNDER THIS PROCESSING AGREL:vlr`NT (Ntl OF ASSOCIATION
INTERCHANGE, ASSESSMENTS AND FINES) FOR THE SIX ;MONTHS PRIOR TO THE TIME THE
LIABILITY AROSE.
E p IES CK 1 E ... .._HIS 1S A AGF, ENIFFNT -OR SERVICES
TO
4'•y'l';I_ BOTH Pri R�€;-., ACKNOWLEDGE -rH' E. Y�l'���,,.iL TO
WHICH THE UNIFORM �,^lvlivl[=RCIAL COD DOES NOT APPLY, ;N NO EVENT SHAI._l." YLFI
BE LIABLE FOR INCIDENT ',L; CONISEQUFNT!AL, OR SPECiAt. DAMAGES OF PNY KIND,
NCLUD1NG, WITri'_'eU T L1Ia;ITA'1CIN, LOST REVENUES OR PROF iTS, OR LOSS OF BUSINESS
OR LOSS OF DATA ARISING OUT C)F THIS PROCESSING AGREEI'.MEN T, 1RRESPECTi'v'E OF
WHETHER TI PARTIES HAVE ADVANCEGICC,E [vSlBitlIY OF SCGAvAIICE SGE.
a. ChargebackS. Merchant acknmpvleGges that Tyler !-.as agreed to be responsible for Merchani'S
obligations to a Mlembe''or l ransachors and ASSOciaiion Rules as Set forth in tine Member Bank
:s''Yeertle!rt. iYC-n?ber should G'e i),_ the Merchant Account for charge,aCKS', hiaVs'e'upr, In the event
Member assesses any s ch: chargeb ck or dispute related fees to -Tyler, Tyler ,na,'; nvo.ce the
same to Merchant.
b. Applicable I_aer and interpretations: Merchant shall indemnity and nold harmless Tyler from and
against any claim Or action related to Merchan''s violation Gf applicable law and/or Association
Rules InClUdin:g w th^out limitation an, elect or, to, arjply rustorn fee StrUCtUreS G. ii StO't.er
Surcharges.
c. Iriteliectual Prower`y,
Tyler retains all ownersh..D and copyi"Ig,n ,merest ,:. and fio any and all intel;ectual , operty,
coamputer programs, relates documentation, technoloby, Kno'vv how anal processes deve 5 pee
by er and r��meideci �,, ncc�ion wit;. till< c ssL. Ae .�,rre.l;, is i Lei' the
ntellec uai P"ooerty' is
�. Not —withstanding any other provis:,,n of this Processi g Agreement, It alit lain, IS asserte G!,
o> action or proceeding brought a ain,si: Merchanil that alleges tat all ,r any part of the
IinelleCtUal Property, in the form supplied, Or modifiecl by Tyler, Or More ai-s use thereof,
In rlr lges or rn<S Qoroprl ateS any United St.zaeS Ir?te lectuc.i property. ., angil�Ie aS58t, Or
o fler proprietaryright, 'title, or interest !,Includ: V•,'"ithrluf limitation, v copyright or
'g: „g any
patent or any .rade secret right, title,, r teresti, or violates any other contract, license,
gf`arit, Or Otte, proprietary ri ;t any third par*' Jlercrant, upon Its awareiJess shall give
Tyler prompt written noLfCe thereof, TV er s1ha I defend, and hdid Met"cf ant har !ess
against, any such clair, or action w,th co tinsel of Tyler's cnoice and at 1 yleCs expense and
_"all 'nden? jiff Mercllam against ar!v habihty, Camages, and c: ct5 res, Iting from such
Clair-. 'r''Vlti'IOUt vvarving anv rights pursuant to sovereign li, munity, IIMe:''t;haM small COODe'ate
with and may monitor l}ier 1n 7he defense Ot any claim, action, or proceeding and shall
aperoprlate.. I??alke employees avaiiable as fyier may reaSO;iably re uesi with regard to such
aefe.^:.se. This :,;clemn,ty Lees not al ply the extent tra.t such a ._iai.., is at_ributable to
r;iodificalions to he Inte''ecl.Ial Pnopertv made by ,Merchant, or any Uhlrci Dar.v pu'"S„ant to
Me.chant's directions, or . e1-1 tile- unauthorize;, use o, he Intellectual Property by
Merchant.
d, H the Intellectual Property becomes the subject of a claim of infringement or misappropriation
Of a cop` r" ght, Date"'`, G; trade secle" i e violation pf an` other con Iry .=ual or p par righ,
y _ y Gi�r; , y �,�
of any t 'r r art4 Tyler S:1 L; at Ii7 aOle Ce?S"L <t l'O cY:,@:'S8. select and i�rOVICe one of , 1e
.ol:owing renned:es, v._il:: Selec.i o n hall be I yler S sole GIScrel'Gil rD`rll�. t. —place pie
inteliectUal Property with a compatible, functionally equivalent; r1O -I nlf'ingirig System; or (D)
promptly modify the Intellectual Property to male it non -infringing; or `c) pro€npt':y procure the
right of Merchant to use he r,tellecti al Property as intended,
lm TAXES
a. Tax Exempt Si Bt Us. Merchants a governments: tax -Exempt Entity and Shall not be rESpOnSlb e
forany taxes for any Licensed Property or >ervic:es provided for therein. whether federal or state,
he fees pall: to Tyler Pursuant to this Processing Agreement are, Inc€usive of any applicable
sales, use, persona' properly, or other taxes attributable to Derioas or, or after the Effective Date
of this Pro^essing xgreemem..
b. Eaplopee sax i)b igatio'shs. Eaci party 2.ccepts full and exciusi'Vp lip ili'y for the payment of any
and all contributions or taxes for Social Security, Workers` Compensation Insurance;
Unemployment Insul,ance, or Retirement '3e.:..f,ts, Pensions, - annuities rlouj or hereafter
imposed )ursuant to Or arisln:g from any state O. f(':i21'al la'vvs viihl'c.h are measured by the wages,
salaries or other remuneration ay to rsons employed I?y party -u: o f er
p vyE� Such pat ti JEr Gt c^d ,lnd.
this Processing Agreement.
12. TERM, SUSPENSION, AND TERMINATION
a. Tern. The, term of this Processing, Agreement ;tile "Term"', shall corninence On the Effective
Date and shall continue in effect for three years unless otlnervise set forth on an Order corm;
provided, however, that at the end Of SUch Initial tern?, and on each subsequent anniversary of
the Effective Date, the'terni shall automatically extend for an additional year unless either party
DYovide,S, at least. ninety (90) days prior to the end G the t.'nen, current term, wr'tten 'notice that .
oboes not Wish tG exteind 'lie term Or otherwise terminates the agreement for Carrie piers ant w
Section 12(b).
b. Termination for Cause, Either party niay terminate. this Processing Agreement `or Cause,
provided Via, such party follows tine procedures set forth in this Se `G(? 't b;.
:. Eor purposes of tails Section, "Cause" deans either.
A. a :material breach o; this Processing Agreerirent: h'li!c i has not bee' cured ,Aithin
inety ,. :n
0) days of the date such party receives writte:, notice of sucl, breach;
if yle, services provided under 't, s Processing Agreement tall to coniorm to generally
accepted standards for such se,v: es tne Card processing; industry and, after ninety
90) days written notice, yler" does not reci_ify ii:s fai ure of perormance;
C. the failure by merchant to timely pay'.+then due any fees owed to Tyler purstiant to this
Processing A.reeinem- and any delinquent amou.Its rennain outstanding for a Period 0.`
thirty !Soli days after Ty provides wntten notice of its intent to term na e for fa
to pay,
! breach of Section 7: of
i7' Tyler Delores insolvent or ban,<ri.p., or is the sub ec':: of any i.',roceeciings relating to
its Iiquicallon Or Iris; lvency or for The appointment- of a receiver or siimlliar officer for it;
.,as a receiver of assets or DmDer"t;✓ a„)i;t>i;"tEd or makes an. assign:men" ".or the
berlef l; of as or su 1Stantial!v a', of Is creditors, or ins l trues of, causes'.o be i"lsr i iE?;
any proceeding in Fbankri_Igtc;/ or reorgariiZat'on or rearang-e:"aunt of Its affai,s.
li. No party may te'!ninate this Proce SSinia Agreement uln'der Section _.'. p(M.t) unless ;t
c GOperates In good fa C;n with f:i e alleged P"lac, ins :.�crty our., o'.i13 cure per Go and
C JMi :S it ,ivV(i faith tint hE:dispute resolutror. p"C;CECiUi"s Se'r ''O`ih till. t.S
following such pe:rlod.
ii. In the event either p \ er IE a:es this Processing Agreement ia: t m [his Section (b),
each party shall return all 7roductS, documentation, cont,dential Iniorrnatbon, arid Other
infoi, atori disclosed o r other,.,,delivered to tl,le Pa; c f OtnEY "tr prior 0 such; r.� "'InatiO(., all
revocable licenses shall 'e, ,irate.
Survival. The follolNliig provisions Shall survive after §:hTer
m ean of "hits Processing, Agreement: ?.
4(C); 7; 10; n ? ; i2; l3; 1 4; and
13. DISPUTE RESOLUTION
Any dlSpuIe a, sing out of, r Yeial: IG. :HIS P'o PS ciaP„,^;e f c
"g S`ng All- , r tha cat -no', De resolve+_
'v'Mnin five Business Days Shall be referred to the individual reasonably designated by
Merchant and Tyler's representative assigned to Me— ant's account ('`Intermediary IAISDLIte
Level"). Any udisp'ute that cars no" be resolved in ten "0', Business 'Jays at the Intermediary
Dispute 1 eve, snall ...en De re?ene'd to Merchant's ^,iiiP, executive officer or other inn Iv:dlal
reasonably oesignated by Merchant 2. rid I-yi er'S applicable d ViSlon 1,es€dent S, Execut,ve lD,s We
eve.
ai such time and location reasonably designated by the part: Any negotiations es, }' ier_ tIIG. S
put uai':.: to this Section: are confidential identia and St?%J.`:. itreat S : Onl r:Yon"iiSe and settlement
negotiations for purposes G 1p:, the applicable. rules of e anyne'Ce. FanydiSD le That lir
ie par- �: S die
unable to resolve IhYGugi"I inf0rniai discussions or negotiations or purlrani the dispute
resolution and escalation Procedures set forth .., ili<s Process ',g Agreeriient, the cart eS shall
submit the rnalter rnecialion prior t0 tl'a con.iienceriner t o any Proceed k;
foregoing shall not apply t„ Claims for ei Mable tehef unde>" Sedion 7.
14e MISCELLANEOUS
a. Assignment, Neither party may assign this L7iMCeSSlhg Agreelnienit or any of its nespective rights
or obligations herein to any tnind party w.thout *he express written oOnSenl of ,`he otter party,
.v i:.ch consent shall no be unYeasoi'a r'y vvithhel d.
b. Cun-lulative Rerneoies. Except as specifically pio tied . t eir. no ,re i inecv +ade avail
is 'intended to be exclusive of any Gtl'ter re, edy, and ea' and every renied:'y' sna l be Curluiative
and shall be in addition to every other remedy provldeo herein or available at Ia`•ry or in equity.
c. Notices. Except as otherwise expressly specified herein. al' notices, requests or other
coiTITunicabonS o: ail be.. in wr.N g and dial be deemed to have Geer. gives if delivered
p2rSGlially G' mailer, by ceYtlfled Cr !nail. DOSfage 'IYec•ai�, -G
d, eturn rece:I requested,
the names at their respec_lve addresses se: `orth the signal,.. ,e to
on e paw .Here • a such other
addresses as may be Specified I.. wi-long by eliher o" ;fie parties. All notices, requests, or
communications s la" .I be deemed eiie :ve pot ,tiers .al del`;e y cr I••:..,. r3; dap, `Gllo+,ring
deposit In ie mail. Nob,,vitnstand!ng the `oreao 'g, notice slia.1 be deers e-1 delivered where
provided in connect!on with bil l g or
d. CGunterpants. This Processing Agreement shay be executed iin one or more ! OUnterG;arts, each of
wri-ch shall be e'ee,ied an v- Ig.:,at, bu'l a:r of vlh.ch together shay. „i:;n�t-e..t... one and the Sane
instrument.
e. '<rvalver, The perforITa nce of arty obligati0". ' ouired Ct a pa"t`y` herein may be Waived only by a
Wri- tte;` waiver signed by the ether par which ,vaive Flail be effeclive on `7_ h r:SpBCr to the
Specific obligation described trerein.
f. Entire Agreement, This Processing Agreement consti-Utes the en' lire understanding and' C.ntrac
between the parties and supersedes any aiu. ail prior or cotter Porane _; ova; or t.,;,ien
;eprese'i rations or Comm.-ricatioris ,v tri less e c t t0 %lie SUd18C• li c ter hereof, inc R d(ng an
agreement fo! other Viler software or services v it! v,,hich Tyler Payments .s Included
i
g. Anse dnie=it. This Processing Agreer-em silali not be modeller;, arne:icled, or in any'vv'ay altered
except by alinstrumeni. In 4vri'tirisigned bV the properly delegated g g author.fy Gf each
,.aCh patty. All
amendments or . odiflcations o. _';IS Processing AgreeiTert shall be binding upon the parties
despite any lack of consideration.
;; _eVBra D:III' lir
Gf yro'�risbpnS. �i. e event ai"ly pnovi Slon 1ereo' iS fou d Inval d or u_nen'`orCeabde
pursuant to judicial decree, ;lie remaiinGei' of ibis roCeSS' }�`, t•egreeiTen'f. Snail .er!a n `slid and
enforceable according to its terms,
Re I a:ionshlp of Part -s re part es intend ti a the relahonsniu, oetween t-e sa :_;es created
pl r :ant io or arising from this ProcessingAmeement is the" Gf ndep,r en tC+ contract o,
jNeitc ce hart' s' ill be considered an gem. ._. � i ,�r I � i only.
y 5. epr enta.tive, . employee o' the Gtr.e. j:larty for any
purpose,
governing awl Any dispute arising o,,` Gr ur relaa.rlg to v. s'Jrocess:ig Agree;?e C; "e breach
t` ered silali be governed by the 'laws of tl':e Safe of MerC ,ants domicile, without regard to or
application of choice ofI law wleS or Drinciples.
K. Auult, ly er spa'' mair0ain ,G;rp ete alit accurate records of a.I ork per med ,�ur,..o q i. _o a.,
an sng oiji of this `>ro;essrg Agree t. ill ., erc ant r• y tv:"i t e _ leQUE a'u'...L P y 2n.0
all records o. Tyle,, Services prow C`ed herein, Mercnant shaill provide Tyler twee' y-four
t
hour notice of such audit m Inspel—ionTyler Snail have the right to exclude from such
rlspection any Tyler Confidential anti Proprietary €nr.'ormation not otherwise required to t,e
provided to Merchant. as a part of this Pmcessin,_P; Agreement. Tyler sha'i mace S ich books and
records available to Merchant <l:ring 'orn"al business hours. Any such aUd" shall be conducte,
at Tyler's principal place o` bl;slrieSs cut illg Tyler's norrlal business hours and at Merchant's
sole eY.oense.
o Third Party Beneficiaries, Nothing n this Processing Agrees">e t is intended; to Deneilt, create
any rights In, or otherwise vest any r gilts upon any third party,
!ll. Contra Profereriem, Tie Cocti`ile oY contra proferentenl shall no, apply to "r'IS : rocessing.
Agleennent. it an al71biguity exists in this Processing Agreement, Gr In a Specific provision,
neither the Agreement nor the pry vision shall e cc
„g � _., b_. , , str:red againstr the patty who dr<i fed the
Agreement or pro'vis,on.
i-t Tl. CrCe laJeUre. IG Jartito tIIS P"oCeSS?� creee'..sPan Ge tSa Jle for delay or fa in the
performance of its contractual ob igatlo:.^:S, arising 'ror�1 any one or n7Gre -events 'hat are heyono
its reasonable cons ol, .1 ClUding, V4 i"out limitation, acts ;of Goo vva` errorisn., and riot. Upoi?
sud. delay or failure a`:ect."g one partyparty steal: not; y ;;'e Ctne.r party a ri .;Se al.
I
reasonable etiorts to Cure or °. lewate. the Cause Gr slid .;elan;'o, failure L,.t a fir. �P! t0 reSuYtiilg
performance of Its Contractual obligations as Soot, as racticable. notwl:'.hstanding the foregoing,
n e'.ery case the delay or failure to :perform , iust be beyond the control anU v,/i hoot' e fault or
negligence of he ` party :I a.ming excusable delay. Any performance times ;'uls - ilailf to Or arising
'roil? this Process":g Agreen".en shall be considered. extended: for a period of tin,P., equivalent 70
f.,e Wrie lost because of any delay that is excusable herein.
o. Equitable Relief. Each party Covenants, represents, and war!"ant; tl at ally vio ation Of this
Processing Agreenlent by SUCK party with res,cect to Its respect ve obligations Set forth In Seddon
7 shall Cause irreparable in; _der a shall e'nt la e n` y to
ury iG ;tie other ?ally air- the her past' .
extracrdinary and eqi .tab,':e relief by a court of .._ill Pete^_ j;i .:sd fiction, in` ;Hno Jt
uding, 'VJ .
H nli Lion, temporary restraining orders and preliminary and pernlarlen...nji ..c�_ions, ',AiithoUt "Jle
necessity of posting bond or security.
15. CERTAIN DEFINITIONS
a. AsoCldtlon means a group of Card. ;ssuer Fnks or debi-I: networks that `_PC. 'states tale Ot
payment Cards accepte �, Uncei this PrGcesSlllg Algreeme it for (processing, including, wiffiou
mitatiar, Visa,U.S.A., Inc., MasterCard ln-,ernationai, I^c.. Discover -.iianClai Services, LC
and other credit at,,d den,` card _)rovtiers, debit network p`iovIdCrS gilt card and OthBr, s'o,red
value and loyalty program providers. Associations also ., `pe Pavinn nt °.,.. d Indus'
Security Starloards Council.
b. Association Rulge, nneans the bvlaws, rU:es, aiIC :eg,i s ron- � :?' ,
atiolls, a e lSi I.i fie Tl i'le
the Associations.
c. Card or Paa men;t Card means an acco; m or evide.. e d estab fished
Y ,c ;' a.. account. aut^Gi-zeG and
betwee., a Cardholder and ail Assoc'.ation, or reoresentafiv-s Cr members of a Association that
f0l.ercnarit accepts from Cardholders as payr` e:._ for a good or service, Payment, .
j%.. ln3'rilriien7S
inciUde, but are riot .mted to, credit and debit cards, s.orecl value
cards, loyalty , cares,
electronic gilt cards, authorized account or access numoers taper C.,rh, Cates and Credit
accounts.
d, Cardhlo'der means the person to whonn a Cara is iSSu(:G G."vvlio is otherwise erit.itled to C.se a
,ar d.
e, Cnarg'ebaLf lfeans a reversal o' a'Card sale I't'lercnan' previously presented oU:rSuanf 70
Association RUIes.
Vl ':7i her 0 tl�eli:tie:r 13a`"k nneans an entity that is a ...eriib,.. rite ASSGCIations,
lJ i`C1er � , cans a ,7ocurnent llstlilg ihC- OrlCiilg a>.�,,,,,. a�t^cCl '�N.th `his r'r ?g
ocessil Agreement,
i. Processing AgLe_ ens rnearts this, Pa ment Card Processing Agreement, in clt;dirig all exhibits
attached hereto ante to be attached hroughout Tile Ter iil of tills Processing g ,Agreement, al of
„nsr are Incorporated by e3C-rC-nCe herein,
..
ilg , a�elrle alnFr�Es- meat's a request tot it-ormio., y a nolder or Card realli: .at,Ch
-.lairrl or Col`r,plaint concer'7ing a Caro Sale 4'ercilarit has shade.
'ranSac-,t€Cn IT:ean • r'Ce a~;i 812C��G'?iC .erOr•� e 12 - ,r: ..
s to ev.oe 1 of a sal or lease lra sactic)n reoresenting
payment by use of a Card or o.' a refund/Credit to a Cardholder.
k. Tyler Confldeitlal and Propldet.ary` intz,-matioil :means all in -on ation In any ?orm re iating to,
used in, of arising out of Tyler's operations arid held DY, cwnec, llc::erseC, or otflerWlSe possessed
by Tyler (Whether heldby, owned, licensed, possessed, or otherwise existing In, on or about
Tyler's pre€Tides or Merchant's offices, residence(S), or facilities and regardless of how such
information came into being, as Well as ':'eg"ardleSs of who created; generated or gathered the
information), including, 'withou, Iimifatic , alk cointained . , ernbod.ed in (in anv
media whatsoever, or relating to 7vier's :nven —onS. zaeas, creat,ons, 'NorKS Ct authorship;
ouslneSS documents, licenses, Corre�spo noe"ce, operations, manuals, oerforn"iance i-anuals,
operating data, Projections, bulletins, c'ustornel" I.sts, and data, Sales data, cost data, Profit data,
financial statemems, strategic punning data, financial planning data, designs, logos, Proposed
anemams or Service, marts, test results, product or se'lice ll"teratiire, duct c, Serv'Ice r
concepts, process dala, specifcat.or^ data, h..ovv- software, databases, database layou
ts,
design docurner s, release notes, algorithm--,, So!irce code, screen snots, other research and
- information and data, and ll' -1leCtUa= ny. Notwithstanding the ioregomg,
development ._ f r='.Je
Tyler CGnfidemial and Propne` , inforrllat'on does not InI,.iUde informati.en that: (a) beco-es
publlC other than as a result of a disclosure by Merchant in breach hereo`; -b becomes avaiiab P,
,o Vle,''Chant on a riot': -confidential basis?"ram a SCurCe Ctllei" tl"fan (yier, l4-hlCh IS not pro'`hlbitecl
from disclosing such 'information by obligation a.tion t0 Tyler (Cr lS kno`;vn by Merchant or or to Its
,eceii:A fron'' Tyler wi'hou any obligation of conf,dentlality' ,r•th respect thereto; `; (di S
developed by MeruailI indepenceilt iy of any sclosures made by syler.
Exhibit A
Payment Service Devices/Equipment - Rental and Purchase
This Exhibit ,A is incorporated into tnat certain `aymei':t Caro PrOc2SSin Agreement between idler
and Merchant (the "Agreemel.").
_. TERMS APBEiCABEE TO BO H PURCHASE AND REl' III OF EQUIPMENT
a, Generally, €y ler Win€ .;''CVIi"8 �l`.3root^ illani `'a rYlei":_ Service r`� �+ v
y 1 - f y Se :IC= tee, as elected rJJ
MerCham, and described . the girder Fo m and related equipment for rent o. Purrhasc
dr.. mg the term his Agreer;rler-� for the tees set fo,[h in 'he O,dei Fomn.
b. Shpler .al• , n=gTirelines T,shie4rearesed Fay;nent Servlceev icesana
associated Supplies, Such as DnolterS, Cables. ovver su_^,plles, 1-nount ng; hard Ware or other
ec, iPment Identified i an Orc-er nor:ml; Merchants v/� hin ,a, i4 cale'car
da,,s of the red ices` o, (b) 14 calendar days prior to paymer service ::o r mence ent;gc
live, whichever Is later. `:y er shall ship failure -re ateC replacement Equipment to Merchants
''1v€thin tvo 2J Business Days of a wrl=ten request.
c. Delivery and Acceptance. Tyler will deliver tine EquiP,n,ei?t to the lbcatien :designated by
Me, Chant ;n the Order =,,...,. ,f an address for delivery is not expressly designated in the
Orde `Or . such Egli a, en ,dill be delivered to Merchant's address other vise set forth in
the Orde, Forim, Merchant >vlll be deemed to .lave acceoted each pierce of 01.1110nle;?i on,
the earl ier of 0) vd ell NlerChant acknoodedges and N, seven Bags a':`ter shipment o;
each Such Niece of EciLliprent, unless Tyre" is otlfied earlier In ,^vrltF:g , ch ate :-
� Y,,. aFli tha?-
the EgUipment has not been recelved or s not fu ,
� l ..l CL °J ll a'.
d. Rigt Ls and Restrictions, lyier Shall :u YOCeSS payments received frGn' lb9E rChoiit S Payment
Service Devices provided by Tyler. Merchant ackno'vdedges that lie E ay, era Ser,ricr
Devices are embedded >< ,f• prcmie'_ary ...cry, ,on technology this. will be in ected by
Yler's designee into the Payment Services De0ces i`jlelchar:i. agrees tna -a", of Merchants
-
over-the-counter transactions processed through a Tyler app„Ication will be req�jred to use
Payment Service Devices Drovided by Ty.er. ":re"Chant w raimaln. each Payment Service
Devi I S doss@SSIQn 2�rii :Nil; , ermir any ph Siam alteration Cr .rYlOd.t!cat>vr! or any
u ece of Equipinnent. Each piece. Equipment Will be useQ o• 'y n n o o.
t.e 'Binary ol)rse
Merchant's busi-hess in connection with Tyler applications. The Equipn?erlt. is not be', g sold
or rented LG the Merchant for home or Personal use, MerCl.ant acKnovvledgeS that the
tqulpment rented or purchased through this Exlhlbfi may nod be compatible lhlth another
processors" systems, :Mercho.nt hereby grants ly!er a secUriiy i., �ereSt In (II alI Equir)fi?eh` iG
secure payment of the purchase price, and (I air gUIPP..en to secure nayMent o': -Ule
...ontnly Yenta. ;C'aymients. Me"chan, auffior,zes Iyier To file f€nBnCing statements with
111 .. tll.
respect to Equipmer ' in n.cordance w tl the Liit Commercial Code, signed by
yule; directly oras Mercn.ant'sat'.,)-;'ey-''--tac4LI
e, Change
ban. tice. iyler shall provide thirty (30' Calendar days written notice for Equipment
nges that aflec-. Mercha.-s, wlcl-1 includes, tlntifl.out!Irritation, wnen 7 yler vo 11 into longer
support a Payment Service Device, Wet wil: only be. obilgoated to replace F-tqOpmen, when
a Payment Service Device is no longer" calpable a' f_ncl oning &, lVier ends support of the
specific make and mode, of the Equipment,
t '-) C I DSS Com P '� 11 P _,nCe _ach ca. tv understands and agrees to comply with PC DSS, a, GI any
_
amendments thereto. Merclhanit shall be responsible for cornpHance with Ell DSS version
3 . 2, 1 and any more current versions he P?Yinent Service Devices, including, but
not limited to, the Mamteitance, insoection, and training obligations set forth :n PCI DSS
Reauire, -ent 9.9.
2, TERMS APPLICABLE ONLY 0 "DQU [PNIIIII NT PURCHASED
Tyler will sell to Merchant the Equiprnert ldeTrffied in tne Order Form, free and clear of all herls
and enCLimorances, eXPe-t that any proprietary encryption technology included within Mn the
aymen� Service Devices or any othe. , Tyler lithellecluad Proberty vv.11 be provided to you Pursuant
1 -1 �D L . I --ance all- o.'
to the i icense set forth n Sectio, - of the, Agreemen', %I1a:n'Le_ .1 repair IN'lerchant-
rl p✓-1hased Ecuipment the rescons bititv of MerCliant, I n ess Moro' an as p rcl
ut. �.ased Tyler's
services for Pavmc.-n� Serv.ce Devices,
q TERMS APPLICABL_ ON.Y 10 EQUIPMENI RENTll
a, Tyler we I to Nlerc ant tht'n-e�ent ed in t etOr,er t on as se- 4orth , rein.
The rental period v.,11H commence tAiriet-i the Eq_I'lDMe-- is deenlec accepted. Athe end or
the rental term Iden"fied n an Omer F „"Ili, or when the Agreennerit is termma+ecl, Merchant
Wl I I prom iptly return. eacu piece of Equ.pi-nen' to Tvier a., Merd-lart's cost, ln tne same
J
condition as .i.,,he.1 ece'ved, Ordinary'„ear and tear excepted, unless otherwise directed b,,%/
yler. T e period will viner, Eqi-l.pment is read,nPo to Tyler at 840 Wes-,
Long Lake Road, Delimit, Micnigan 48098, Attention: Tyler Payments, or at an earlier odate
specified by Tyler M. writing, T e ffCIICv'rdi g information m...fist e included mtn the
shipping box: IViercriara name, conn,QleLe address an,i phone number; (101 came of person
to con'act l' there are any q, estlons'; I'ii y'ci IA—hant accoum number; art liv) serial. 0
ndr-inber o' the Equips -nel-If, Merchar- w, ne�ain. proof of delivery documents and the
apolicable senal number. For any piece of Equipment that is not et u i n e d to `yler
accordarice with tMs ,war agrail lo, Nfierchar'.[ trrill pay T yle, the grezet cf $250.00 or ti)e
It "Vere n '-he col'id't'on descr ced here market value Ofsuci piece Of Equipment as 11
Merchant will not assign his lights o; obligations, under this Exhibi., or pledge, lend, create
in, -cur any 1 P F,
a securily _ns or enru �Djrances on, o, s1clease the E men, I
any other persor- Cr en: ly tv; o u t Y e -'s p r;i or wi;'ten consent. Any Su... assigmnent,
delegation, sublease, pledge, security l.".teres. or !tell Fl 'ffie abse of consel.' sh_cH be
void.
c. The ovisions of tln's Exh lb�t vq H su-v,ve fne termination or expiration of me Agne L
U.
and continue until allFeFited Equipment is [etjr,,-1 ed to 1 lyler or paid or,
Updated _10/26/21
9; �11
By providing information in the required fields below, you confirm the
following:
YOU are authorized ti0 bino the Clle, isted,
YOU have tread, understanc, anc agree. V.) these tenm,s and conclitions,
Clien' Name.
Email Address
Tyler Technologies Upgrade
City of Fayetteville Staff Review Form
2024-0068
Item ID ARCHIVED
N/A
City Council Meeting Date-Agenda Item Only
N/A for Non-Agenda Item
Keith Macedo 1/26/2024 INFORMATION TECHNOLOGY (170)
Submitted By Submitted Date Division/ Department
Action Recommendation:
Staff recommends signing the attached amendment to upgrade Tyler Technologies Inc.'s credit card terminals.
Budget Impact:
5400.710.1810.5320.02 Water and Sewer
Account Number Fund
Project Number Project Title
Budgeted Item? Yes Total Amended Budget $ 525,000.00
Expenses (Actual+Encum) $ -
Available Budget $ 525,000.00
Does item have a direct cost? Yes Item Cost $ 8,190.00
Is a Budget Adjustment attached? Yes Budget Adjustment $ -
Remaining Budget 516,810.00
V20221130
Purchase Order Number: Previous Ordinance or Resolution# 234-23
Change Order Number: Approval Date: 01/31/2024
Original Contract Number:
Comments:
CITY OF
FAYETTEVILLE STAFF MEMO
ARKANSAS
TO: Mayor Jordan
THRU: Susan Norton, Chief of Staff
FROM: Keith Macedo. Information Technology Director
DATE: January 26, 2024
SUBJECT: Staff recommends signing the attached amendment to upgrade Tyler
Technologies Inc.'s credit card terminals.
RECOMMENDATION:
Staff recommends signing the attached amendment to upgrade Tyler Technologies Inc.'s credit
card terminals.
BACKGROUND:
City Council approved an agreement with Tyler Technologies Inc. on November 7, 2023. per
resolution 234-23, to implement a new Utility Billing/Miscellaneous Billing system to process
customer payments.
DISCUSSION:
The approved agreement included the purchase of 13 Lane 3000 credit card terminals at a total
device cost of$5477.00. During the project kickoff call with IT, Utility Billing, and Tyler
Technologies staff. it was determined that the Lane 7000 credit card terminal would fit the needs
of the city better than the existing Lane 3000. The Lane 7000 credit card terminal has a larger,
easier to read display and includes a keypad shield to enhance PIN security. The attached
amendment removes the 13 Lane 3000 credit card terminals, from the approved agreement.
and adds 13 Lane 7000 credit card terminals to the agreement.
BUDGET/STAFF IMPACT:
The attached amendment removes the 13 Lane 3000 terminals in the amount of$5477.00 and
adds 13 Lane 7000 terminals in the amount of$8190.00 for an increase of$2,713.00. Funding
for the initial credit card terminals and the $2,713.00 in increased cost is funded from the Utility
Billing operating budget.
Attachments: Staff review form. Staff review memo, Tyler Technologies Inc. Amendment
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
Amendment to Control ID#2022-324910-G5R8Q5
•
••:•••• tyler
• technologies
AMENDMENT
This amendment("Amendment") is effective as of the date of signature of the last party to sign as indicated
below("Amendment Effective Date"),by and between Tyler Technologies, Inc.with offices at One Tyler
Drive,Yarmouth, Maine 04096("Tyler")and the City of Fayetteville,Arkansas,with offices at 113 West
Mountain Street, Fayetteville,Arkansas 72701("Client").
WHEREAS,Tyler and the Client are parties to an agreement dated January 12,2022("Agreement");and
WHEREAS,the Client signed an Order dated November 14,2023("Order");and
WHEREAS,Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained,Tyler and the Client agree
as follows:
1. The following unused 3rd Party Hardware is hereby removed from the Agreement effective
November 14,2023:
• Payments Lane 3000 Terminal Purchase(Qty 13),at a contract price of$5,447.00.
2. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment are hereby added
to the Agreement as of the Amendment Effective Date. Payment of fees and costs for such items
shall conform to the following terms:
• Hardware Fees. Fees for Hardware are due on delivery of the respective Hardware.
3. This Amendment shall be governed by and construed in accordance with the terms and conditions of
the Agreement.
4. Except as expressly indicated in this Amendment,all other terms and conditions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Fay- eville,A•
/ -
By: Byf tii�/. ✓'
Name: Rob Kennedy-Jensen Name: Lio d ordan
Title: Group General Counsel Title: Mayor
Date: January 11, 2024 Date: January 31,2024
••:;:•. tyler
1
Exhibit 1
•
• ••• •••• tyler
• �
• technologies
Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products,and services to be delivered by us to you
under the Agreement. This Investment Summary is effective as of the Effective Date,despite any expiration
date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict
between the Agreement and terms in the Comments section of this Investment Summary,the language in
the Agreement will prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
• • Vier
2
c .Cr o
0 0
v C v)- yr CD
X c
v Q a
N
L.
etJ
E I
E cc
V) N @ 0 0
y) CT 01
a) F' CO' 00
+▪+ if '•
a)
a)
T
ra
LL
a) o
U m
L LO
a
C
D
N
CD
a)
LL
+T+ M C
r1
y.1 'L
C L
�(C. U
V aJ
CC
0
aS a)
T �Oco x.
E J
(O
.O w Z Q H
O O O 0 LU
0
U U U 1— CD
a z
a,
E u
H
a)
c
0
IA
IA CU
U U
ia) 4.e)
CD VI
C L
t
C C U
• f6
U8- a) / O_
O LL !O a)
WCO 3 c
CO o 1 o €
- 0 ‘Ca) I) N N H LO
L.
1 2
/) 0 a7 CO O lD
C ^ n
O w a) co 'p • a a) Cow
2 a) = a) _ C • T —I rn
..1111 T O — g. .--1
e.� ym aJ O. 0 >~ m
U r�-1 Ii CO 0CU F es- deV
II VI !c 0
(-4
a)E to
L o -
p a) C s O U (Q.
'_E C 4-,-, j c 4, -O
W a.,• O O "d LJ °
L
a) u v o >, • L (0 a) n.
13 co
L
aEi v _0 (o a, c 0 •a) a)
a) al vs lc " -C t
C c -a ° a) m °' u v 3
(0 < a) V - L 7 C
> '- U U c 0D -0 (0 U
1:17 Of -
(o c = c in v ° a) E aa)) v O
fl co v) c '3 c aa)) a) c
c '° E a a`) a) V) g C U a) CO
CO ao �o . c Y o c -
a) N Q' C y U a) fl_ C (o
Lifi X v v CU
Co- 03 c E •v a)
v, a) _ is 3 E +r •L E o 4--�
c = v, L O a) O o 13 in.
U L
a) tfl
-A �O (O 4 L a) C >
-p s C (U v U `° .0 u
-tea aa, ., t `8 m ° 3 a�)
3 L
C m O — L +'CL L 0
O •,O v, y, a) -0 "6 C c a
N N C U > C C O ~ 4-
IA L E c ° '`., -o a) a`, ate,, a-
of a U Vf a) m > f0 a)
'p 4- L (0 U a) C >
s E (a ° O w= O C 0 E
(0 U > 3 > 4, U a) Q
• 4- L L
`- r, (o E 'a 3 as (v as3 v Z (o as v w
co
V} in V� al o, O L CO C c a) a) > •— 'O a) E LL
.-( .1 .1 L p_ vl O -c O Q C a ._ N -6 O O Z
a0 00 a0 co O. E �.% 4-ra N i a) N 7 V 0
V? iA N L +�-, C c O- C a) CO 6 C U
a] L a1 r, '` U, y a) O
L CL
ea
h 4,
O 3 ^ aci of 6i c c es as = c aU) o 0 c 13
m 0 E a, ,,, 0 a, ° u
ou
Tu. N a C o N C v „ a) V 0
c c >• E ° o v a to o — o a O I'
o _
N a1 O. ,� N ip c (a
"C C T ((0 O W ++ L L -0 _aa) "a .0 .C.)
U v( +, a) a)
- •L
p c O C > = O c L in O *-' C vOi
> c v .c N E w a) v, E C o a)
E v 'v, )v a) a) a) E C u a) v
Q L L f0 4- , 4 +' a) - 4o 0 O O.
a) c " C 0 a) al N CO CO o' c tip = O u,
L ix
" • a +r > o C 4- L O. v N o v 0 iL.,
co C w n CO n co t 4- co ,,, o C Q v U o
cv
a) O O a a) U, L O Q O >
%1 C _o a) +L, O 3 N p - c a) ., L1 C 'a
• v "a Lp 3 „ O O -0 v, E =• Q
3 °as v, -p '^ (o a, s `° oc_o _� a E o o 'vN-i a,
a, E p C C W +, L > _�
= O •'-'' a1 y I- N - a) (oC C ut ° -c > > O C a)
3 a) a) ++ �, L .0 (0 C c a) -p a) ++ V C C .O L
3 C t (moo nA ,° N 3 o ate) c aaj •`-' ` m o p •m o +O, 0 0LLo
`o a) (v (0 0 - O. C vs a) -D N '(0 L _ C aJ +, a, (0 O i
v°i V) , 1-- p o a) s 3 a�i u CO > co o vOi E •� a�i a°) co u i E )° rn
a) N F"' �,� T r-, Q v- (o L L G L fl. L a) > - 'D -' ,-4
H (n H HE L Etc
a) a) v m o o c .Q 4. ,� E X -0o v v a) x v
a) a) C a) O O C u" > a) w M
is m CO �v E C E a v a c E
O O O O 3 O 0 a) v p J > LL u Q - v LL fl ° O > ° 0
I- F- I- I- N V V ti U -0 a-, • (0 • • • lJ 4- • 7 U 07 N
,
en
w
0)
to
Q O -p (0
a
X a) > u
W a) _
� Oj .O .O
— •E d4 C aJ 3 = La) a) a)
N
>: § a+ L
C 'a-) = 'O
as y_ o 3 3
N
VI a) v0-
0 c a) w E
O = N L
CO O
N al a) co
(n
},a) C To
a)
3 =
E E
Z
0.0 v a) w E < (n
U)
C Q (o :s-s ) (o
co
(0 U
2 L N C 3 cn
=
U
v L a)N a) >, ''i
N +_ a L 3 e}.
3 N "C I- N
N o p O
CI. O) a) o a O N
'cu as C C 9— Ln y. i.+ -p en(moo 'B 0 c L a) .)
U O > C `~ _0L cd
-O U a .(3 L ce, al Ca
p co o E a)0. = co
C L a) CO -
"O L Q) > C 0J
N O N Q
3 'Co' O ++ a) . �
N !
U C > OD 3 _' i Z
O (0 C a) 3 a) o
a) w
-° " v L 0 >
C v C a, hi ii 0
aC+C4 .0 CC N O -co O
o �
• a) - E N . a 0 O
> C 3 ° ua°- a ov a) o a a > U
C O •v 00 R 0 ON p0 (a0
• C y L U C
(0▪ O N E -p '-' O
C CD a a) a) a U
N i_+ NO O !- N "O '— a)
E C L 3 = v U o C
a) a) (h (^
p C ,u .r u a) g a) o
E 3 a 3 w
a) 0 E 0 OL C N ++ .,..I CO
a! co C C O
+-' `� vOi m a) E 0. Ov E >
O >' C a) a-• ao U C a) -o
• a) a) ++al ,� co o a) C
a) (o E +., p (0 c E E 4- �• O
N a) O) E w I co
• d > v v N CO b
E C m 2 u +% (o n0 (0 O
(C Y a aJ C a) C CO N
O •� E C a p O a) C ';' v
a L O (0 - E U (a i f0
• a u C a C O N `
a)
v E L .' CO > N a) H U a)
o a) V p C L C „ -p E a) a+ p
> .6, >- 00 O -D C N al ` (O
v- !O a C a) O N E
a) vi O -p E C 3 a y L C a)
>... a) }, E -p
o > U C0 L 1
s v 73 s CO `L° .n° .. N v 3 c v E
v_ -o o
(v N i = 3 'p 4., aJ N N "C 2
'' +-' E 3 v- +' c 4-
MI Lo
tn ate, > a) ° > °) o p •� aa, a) s > Cf
u E L N ;o c •� o_ — - O N Y N o
co
d a 0 p a0, = C N ,(0 N ) — N L •
co E Q a; a'a O O E v 2 aoo r
a)
• a_ a) ,� 0 (0 C (o N x E Z v
C > o ao Z = (ao }; C a a N o +� en
as > O) O O .� a) 0 3 Q w C C p 3 '� O
FL a c .n v N N 3 . Q L D u_ U it. N
Paymentech LLC Agreement - New Credit Card Payment Processing
City of Fayetteville Staff Review Form
2024-0132
Item ID ARCHIVED
N/A
City Council Meeting Date-Agenda Item Only
N/A for Non-Agenda Item
Keith Macedo 2/27/2024 INFORMATION TECHNOLOGY(170)
Submitted By Submitted Date Division/Department
Action Recommendation:
Staff recommends signing the attached agreement with Paymentech LLC to set up new credit card payment
processing associated with Tyler Payments.
Budget Impact:
Account Number Fund
Project Number Project Title
Budgeted Item? No Total Amended Budget
Expenses (Actual+Encum) $
Available Budget
Does item have a direct cost? No Item Cost
Is a Budget Adjustment attached? No Budget Adjustment
Remaining Budget
V20221130
Purchase Order Number: Previous Ordinance or Resolution# 234-23
Change Order Number: Approval Date: 02/29/2024
Original Contract Number:
Comments:
CITY OF
FAYETTEVILLE STAFF MEMO
ARKANSAS
TO: Mayor Jordan
THRU: Susan Norton. Chief of Staff
FROM: Keith Macedo. Information Technology Director
DATE: February 27. 2024
SUBJECT: Staff recommends signing the attached agreement with Paymentech LLC to
setup new credit card payment processing associated with Tyler Payments.
RECOMMENDATION:
Staff recommends signing the attached agreement with Paymentech LLC to set up new credit
card payment processing associated with Tyler Payments.
BACKGROUND:
City Council approved an agreement with Tyler Technologies Inc. on November 7. 2023, per
resolution 234-23. to implement a new Utility Billing/Miscellaneous Billing system to process
customer payments. Paymentech LLC is the credit card merchant services company that Tyler
Technologies uses to process credit card payments.
DISCUSSION:
Paymentech LLC requires an agreement to create new credit card merchant ID's (MID's), and
the associated credit card payment services, to process credit card payments. The attached
agreement will approve Paymentech LLC to create the new MID's and begin processing credit
card payment through Tyler Payments. The attached agreement enables the implementation of
Tyler Payments per Resolution 234-23.
BUDGET/STAFF IMPACT:
All fees and charges related to Paymentech LLC credit card processing are part of Resolution
234-23 that approved the implementation of Tyler Technologies Inc.new Utility Billing and
Miscellaneous Billing systems.
Attachments: Staff review form, Staff review memo, Paymentech LLC agreement
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
CHASE!1 J.P.. Morgan
SUBMITTER MERCHANT
PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES
These terms and conditions,the application,forms,and other documents provided by you herewith constitute the Agreement
between Paymentech,LLC,JPMorgan Chase Bank,NA,and Merchant.
Paymentech,LLC,also known as Chase Merchant Services("CMS","we",or"us"),for itself and on behalf of JPMorgan Chase Bank,
N.A.("Chase"),is excited about the opportunity to join Tyler Technologies,Inc(referred to herein as"Submitter")in providing you,
the Merchant signing below(hereinafter referred to as"you"or"Merchant")with state-of-the-art payment processing services.
When you use the services of Submitter to receive payments for Transactions initiated by Card or by ECP,those Transactions are
processed by us through systems and networks owned by the Networks, each of which maintains its own set of Network Rules
governing Transactions processed over such Network.
The Network Rules,generally require that we have a direct contract with each merchant for which we process payment transactions
through the Network,and this agreement(this"Agreement")contains certain contractual commitments required by the Network Rules
to be contained in each such contract.
1. Compliance with Network Rules,Applicable Law and User Guide;Network Liabilities.
You agree to comply with the Network Rules(including the Security Standards)of each Network,as they pertain to the Transactions
you submit to us(directly or via Submitter)for processing through Submitter. You shall not,through act or omission,cause CMS or
Chase to violate any Network Rules. You shall perform your obligations under this Agreement in compliance with all applicable
federal,state and local laws and regulations and shall not submit any Transaction that it knows to be illegal. CMS reserves the right
to temporarily suspend funding or refuse to process any Transaction if we reasonably suspect that it was prepared in violation of any
provision of this Agreement,applicable law,or the Network Rules. You agree to pay any and all fines,fees,penalties, liabilities,
charges and other amounts which may be imposed or assessed by the Networks on you,Chase or CMS as a result of your actions,
omissions,Transactions,Chargebacks or Returns,including without limitation,your failure to comply with the Network Rules,this
Agreement or any Security Standards(the"Network Liabilities").
2. Your Transactions;Chargebacks and Returns.
You represent and warrant that you will only use our services and submit Transactions for processing which represent the sale or
lease of goods or the provision of services by you to a Customer and not on behalf of any third-party seller. You shall have full
liability for all Chargebacks (with respect to Card Transactions) and all Returns (with respect to ECP Transactions), as may be
assessed in accordance with the applicable Network Rules,provided, however,that in the event that any Chargeback or Return is
ultimately reversed by the applicable Network in your favor,CMS shall refund you for the amount thereof.
3. Settlement and Funding.
(a) CMS will submit your Transactions to the applicable Network for processing, and thereafter will provisionally fund the
Settlement Account(as defined below).
(b) You must designate at least one bank account for the deposit and settlement of funds and the debit of any fees and costs
associated with CMS's processing of the Transactions(all such designated bank accounts shall be collectively referred to herein as
the"Settlement Account"). You authorize CMS to initiate electronic credit entries,debit entries,and adjustments to your Settlement
Account for amounts due to or from you in connection with this Agreement. CMS will not be liable for any delays in receipt of funds
or errors in Settlement Account entries caused by third parties,including but not limited to delays or errors by Submitter,the Networks,
or your bank.
(c) Unless otherwise agreed,the dollar amount payable to you for your Transactions will be equal to the amount submitted by you in
connection with your sale Transactions,minus the sum of amounts due from you, including Refunds,Chargebacks,Returns,Network
Liabilities,and all applicable charges and adjustments;provided,however,that in the event we fail to withhold any such amounts from
Submitter Merchant Payment Processing Instructions and Guidelines-CR419 Nov Rev.November 2019
INTERNAL PAYMENTECH USE
Merchant Name:City of Fayetteville Page 1 of 5
Date Printed 2-27-24
your Transaction proceeds,we may debit your Settlement Account for such amounts;
(d) If we fail to withhold any Refunds,Returns,Chargebacks,Network Liabilities or other charges or amounts due from the proceeds
payable to the Settlement Account(including where such proceeds are insufficient to cover such obligations),or if the Settlement
Account does not have a sufficient balance to pay amounts due from you under these guidelines,we may pursue one or more of the
following options: (i)demand and receive immediate payment for such amounts;(ii)debit the Settlement Account for the amount of
the negative balance; (iii) withhold settlement payments to the Settlement Account until all amounts are paid, (iv) delay
presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance;and(v)pursue any remedies
we may have at law or in equity.
4. Specific Requirements,Representations and Warranties Relating to ACH Transactions.
(a) The NACHA Operating Rules("NACHA Rules")are the applicable Network Rules governing your ECP Transactions that utilize
the ACH network, including, without limitation, ACH, ARC, TEL and WEB Transactions ("ACH Transactions"). You are
responsible for complying with the NACHA Rules as set forth in Section I of this Agreement. The originating depository financial
institution which CMS uses(currently Chase)to originate and process your ACH Transactions(the"ODFI",as that term is further
defined in the NACHA Rules)retains the right to reject or delay any ACH Transaction,to execute an ACH Transaction through any
clearing house or channel it deems appropriate,to terminate or suspend your right to originate ACH Transactions,or to audit your
compliance with the NACHA Rules.
(b) Any credit made to your Customer's account as a result of an ACH Transaction originated by you(e.g.,an issuance of a refund)
is provisional until your Customer's receiving depository financial institution(the"RDFI",as further defined in the NACHA Rules)
receives final settlement for such entry through a Federal Reserve Bank. If final settlement is not received by the RDFI,the RDFI
will receive a refund from your Customer,and your Customer will not be deemed to have been paid by you.
(c) You represent and warrant that:(i)each ACH Transaction you originate will comply with all applicable laws and NACHA Rules;
(ii)you will not originate any ACH Transaction as a Third Party Sender(as that term is defined in the NACHA Rules)and will not
allow any third party to originate an ACH Transaction through your account under this Agreement; (iii) all ACH Transactions
resulting in a debit to the Customer will be authorized by the Customer in writing and signed or similarly authenticated in a manner
that complies with the NACHA Rules;(iv)you will obtain and retain proper authorization, in accordance with all applicable laws
and the NACHA Rules,for each initiation of an ACH debit or credit to a Customer's account,and will make copies thereof available
to us upon request;and(v)you hereby make to us,and certify compliance with,all warranties that we or the ODFI make,or are
deemed to make,under the NACHA Rules,in connection with any ACH Transaction you originate.
5. Safeguarding Account Information;Security Standards.
(a) By accepting Card and ECP payments from your Customers, you acknowledge and understand the importance of protecting
Transactions and Account Information and complying with the applicable Network Rules,Security Standards,and applicable law.
You also acknowledge the heightened risk associated with access to Transactions and Account Information,and,to the extent you
do have access to Transactions and Account Information,you must establish policies and procedures to protect such information in
conformity with the Network Rules,Security Standards,and applicable law,including the storage and disclosure of such information.
You shall exercise reasonable care to prevent use or disclosure of Transactions, Account Information,other than as necessary to
complete a Transaction or as otherwise specifically permitted by the Network Rules or required by applicable law. If at any time
you determine or suspect that Transactions or Account Information have been compromised,you must notify CMS immediately and
assist in providing notification to such parties as may be required by law or Network Rules,or as CMS otherwise reasonably deems
necessary. You further agree to provide CMS,upon its request,with information related to your compliance with the Network Rules
and Security Standards as may from time to time be required by the Networks or reasonably requested by us.
(b)You acknowledge that failure to comply with the Network Rules, including the Security Standards,or the occurrence of a Data
Compromise Event,may result in assessments,fines and/or penalties by the Networks. In the event CMS or Chase incurs any damage,
loss,liability or expense as a result of any such failure or occurrence,including,without limitation,any Network Liability,you shall
reimburse CMS and Chase, as applicable, immediately for all such amounts. Furthermore, if any Network requires a forensic
examination of you or any of your agents,business partners,contractors, or subcontractors due to a Data Compromise Event,you
agree to cooperate with such forensic examination until it is completed,including,without limitation,the engagement of an examiner
acceptable to the relevant Network. Notwithstanding the foregoing, the Networks may directly, or demand that CMS, engage an
examiner on your behalf in order to expedite the investigation of the Data Compromise Event.
Submitter Merchant Payment Processing Instructions and Guidelines-CR419 Nov Rev.November 2019
INTERNAL PAYMENTECH USE
Merchant Name:City of Fayetteville Page 2 of 5
Date Printed 2-27-24
6. Merchant Taxpayer Certification and CMS Reporting Obligations.
Upon request from time to time,Merchant shall provide CMS with the appropriate taxpayer certification documentation,via Internal
Revenue Service(IRS) Form W-9(or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify CMS if
there are any changes in this information.CMS may deduct withholding taxes,if any,from proceeds payable to Merchant or any entity
that is a party to this agreement where required under applicable law.CMS may,in accordance with applicable law and from time to
time during the term of this Agreement,request Merchant to recertify its taxpayer certification hereunder.Furthermore,Merchant shall
be responsible for any penalties related to the reporting obligations of CMS hereunder to the extent such penalties accrue based on the
actions or inactions of Merchant despite reasonable notice from CMS.
7. Amendments and Updates.
We reserve the right to update or amend this Agreement from time to time,including as may be required to ensure compliance with
the Network Rules,applicable law,or the policies,procedures or requirements of the ODFI. In such event,we will provide you with
the changes,or with an updated copy of this Agreement,and your continued use of our processing services after your receipt of such
changes shall constitute your agreement to comply with the Agreement as so amended.
8. Data Security and Privacy
By signing below,you represent to us that you do not have access to any Account Information (such as the Customer's primary
account number,expiration date,security code or personal identification number)and you will not request access to such Account
Information from Submitter. In the event that you do happen to receive Account Information in connection with the processing
services provided by Submitter or CMS under these guidelines,you agree that you will not use it for any fraudulent purpose or in
violation of any Network or applicable law and you will comply with all applicable Network Rules and Security Standards. If at any
time you believe that Account Information has been compromised,you must notify us promptly and assist in providing notification
to the proper parties. You must insure compliance with all Security Standards that are applicable to you and which may be published
from time to time by the Network. If any Network requires an audit of you due to a Data Compromise Event or suspected event,
you agree to cooperate with such audit. You may not use Account Information other than for the sole purpose of completing the
Transaction authorized by the Customer for which the information as provided to you,or as specifically allowed by Network Rules,
or required by law. In the event of your failure, including bankruptcy,insolvency or other suspension of business operations,you
shall not sell,transfer or disclose any materials that contain Transaction information or Account Information to third parties.
9. Definitions.
(a) "Account Information"is information related to a Customer or the Customer's Card or any bank account,depository account,
or other account maintained by the Customer,and that is obtained by you or Submitter from the Customer's Card or any check
provided by the Customer,or that is otherwise obtained by you from the Customer in connection with a Transaction(for example,
an account number,a security code,a PIN number,or the customer's zip code when provided as part of an address verification
system).Without limiting the foregoing,such information may include the Card account number,the bank account number,the
card expiration date,the Customer's name or date of birth,PIN data,security code data(such as CVV2 and CVC2)and any data
read,scanned,imprinted,or otherwise obtained from the Card or any check printed thereon,or magnetically,electronically or
otherwise stored thereon.
(b) "ACH"means Automated Clearing House.
(c) "Card"means a physical or virtual credit,debit card,pre-paid card,or stored value card,or any evidence thereof(e.g.account
number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile
application,digital wallet or other technology,medium or method(regardless of form)used to access an account or account
number associated therewith and through which Network payment services are delivered,authorized and established between
a Customer and a Network, or representatives or members of a Card Network that Merchant accepts from Customers as
payment for goods or services.
(d) "Chargeback"is a rejection,reversal or return of a Transaction you previously presented to CMS,as permitted and governed by
the applicable Network Rules. The term Chargeback shall include any Return of an ECP Transaction.
(e) "Chase" is JPMorgan Chase Bank,N.A.or other entity providing sponsorship to CMS as required by all applicable Networks.
Your acceptance of Network products is extended by the Chase.
(f) "CMS","we", "our",and "us" is Paymentech,LLC,a Delaware limited liability company,having its principal office at 8181
Communications Parkway,Plano,Texas 75024.
(g) "Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card and who initiates a
Submitter Merchant Payment Processing Instructions and Guidelines—CR419 Nov Rev.November 2019
INTERNAL PAYMENTECH USE
Merchant Name:City of Fayetteville Page 3 of 5
Date Printed 2-27-24
payment with you relating to a Transaction.
(h) "Data Compromise Event"means an occurrence that results,or could result,directly or indirectly,in the unauthorized access
to or disclosure of Transactions and/or Account Information.
(i) "ECP" means electronic check processing as a means of receiving or making payment in connection with a Transaction or
Refund. ECP includes various products of a type supported by CMS, including,without limitation,ACH, ARC,CCD, EFT,
POP,PPD,TEL,WEB and Facsimile Draft.
(j) "Network" is any payment method provider whose payment method is accepted by you from your Customers and which is
accepted by CMS for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., Discover Financial
Services,LLC and other credit and debit card providers,debit network providers.Network also includes the National Automated
Clearing House Association("NACHA"),with respect to Transactions involving any credit or debit entry processed over the
ACH network,and any other network or clearing house over which any ECP Transactions may be processed.
(k) "Network Rules" are the standards,bylaws, rules, and operating regulations,as they exist from time to time, of the various
Networks,and includes the Security Standards. -
(I) "Refund" means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or
cancellation of services,and any adjustment of a Transaction.
(m) "Return"means any rejection,reversal or return of an ECP Transaction or ACH debit entry you previously presented to CMS,
as permitted and governed by the applicable Network Rules.
(n) "Security Standards" are all rules, regulations,standards or guidelines adopted or required by the Networks or the Payment
Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of
Account Information, including but not limited to the Payment Card Industry Data Security Standards("PCI DSS"), Visa's
Cardholder Information Security Program,Discover's Information Security&Compliance Program,American Express's Data
Security Operating Policy,MasterCard's Site Data Protection Program,MasterCard's POS Terminal Security program and the
Payment Card Industry PIN Entry Device Standard,in each case as they may be amended from time to time.
(o) "Transaction"is a transaction conducted between a Customer and you utilizing a Card or ECP for payment in connection with
the sale of goods or the lease or provision of services by you(either directly or through Submitter). Transaction may also be used
to refer to the written or electronic record of such a transaction,including,without limitation,an authorization code,settlement
record,ECP file,or a credit or debit entry pursuant to and consistent with NACHA Rules which is submitted to CMS to initiate
or evidence a Transaction.
(p) "Transaction Receipt"means an electronic or paper record of a Transaction generated upon completion of a sale or Refund,a
copy of which is presented to the Customer.
I, the undersigned,individually and on behalf of Merchant,certify,represent and warrant that:
• I am an owner, officer, partner or other authorized representative of the Merchant ("Authorized Representative"), duly
authorized to:
- enter into legally binding agreements on behalf of the Merchant;
- execute and submit this document on behalf of Merchant;
- provide all information contained herein (including, as applicable, banking or financial information, and personal
information relating to owners,officers,partners or Merchant contacts),on behalf of the Merchant;
• all information contained within this document or submitted in connection herewith is true,complete and not misleading.
• to the extent any bank account information is being provided in connection with this document, Merchant owns such bank
account,and such account is being maintained solely for business purposes and not for personal,family,or household purposes
• Chase Paymentech and Member may:
- investigate and verify the credit and financial information of Merchant,and
- obtain credit reports on Merchant from time to time in connection with establishing Merchant's account and maintaining
the Agreement.
If I have identified myself as an Owner of Merchant in this document, by signing below I authorize and instruct Chase
Pa}mentech,Member,or their designee(s)to conduct the following in connection with establishing Merchant's account and
maintaining the Agreement:
• obtain and use consumer credit reports(or other information derived therefrom)on me from time to time;and
• investigate and verify personal credit and financial information about me or any other owner identified herein or in the
Application,the Agreement,or any other document provided by me or Merchant in connection with any of the foregoing.
Subminer Merchant Payment Processing Instructions and Guidelines—CR419 Nov Rev.November 2019
INTERNAL PAYMENTECH USE
Merchant Name:City of Fayeneville Page 4 of 5
Date Printed 2-27-24
Merchant, intending to be legally bound, hereby agrees to the terms and conditions of the above Payment Processing
Instructions and Guidelines.
Agreed and Accepted by:
City of Fayetteville
MERCHANT LEGAL NAME
113 W Mo/.in Street,Faye&iI Ie,Ar sas 72701
Legal Awn!"
By(•'hori ed signature
Lioneld Jordan,Mayor /
By,Name,Title
02/29/2024
Date
•
Subminer Merchant Payment Processing Instructions and Guidelines-CR419 Nov Rev.November 2019
INTERNAL PAYMENTECH USE
Merchant Name:City of Fayeneville Page 5 of 5
Date Printed 2-27-24