HomeMy WebLinkAbout2024-740-E-Finance Dept-Tyler Technologies-Addition of Tyler Payments module to process credit card payments for permit portalRevised 01/24
NORTH CAROLINA
CONTRACT AMENDMENT
ORANGE COUNTY
THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 25th day of November 2024 by and
between ORANGE COUNTY (hereinafter referred to as “County”) and Tyler Technologies, Inc. (hereinafter referred to
as “Provider”).
WITNESSETH:
THAT WHEREAS, the County and Provider entered into a contract dated February 16, 2016, (hereinafter the “Original
Agreement”), for the provision of services for the implementation, licensing, and technical support of the Enterprise Permitting &
Licensing (formerly EnerGov) applications; and
WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and
conditions of the Original Agreement not inconsistent with the terms and conditions set forth below.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to
amend the Original Agreement as follows:
1. Commencing December 1, 2024, Exhibit A (Investment Summary) to the Original Agreement is amended by adding
the following annual service subscription to the services to be provided by the Provider: addition of Tyler Payments
credit card processing for the period of three years at a cost as detailed in Quote 2024-461704-Z4Z0P2 (see Attachment
A) with a not-to-exceed Ceiling Value of $24,000 as set forth in Section 4(b) of the Payment Processing Agreement
(see Attachment B).
2. Both parties agree to adhere to the Payment Processing Agreement (see Attachment B), which is incorporated by
reference as though fully set forth herein.
3. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the
extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the
Original Agreement and the terms of this Amendment, this Amendment shall control.
IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above
written.
ORANGE COUNTY PROVIDER
______________________________ __________________________________
Travis Myren Tina Mize
County Manager Group General Counsel
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
11/26/202412/2/2024
Revised 01/24
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Tyler Technologies, Inc Vendor Contact Person: Tina Mize Phone: 800-772-2260 Address: One Tyler Drive City
Yarmouth State: ME Zip: 04096 Department: Finance Amount: $24,000 Purpose: Addition of Tyler Payments module to process
credit card payments for permit portal Budget Code(s): 44621020-682002 Vendor # 48822
Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: 2/16/16) (Most Recent Amendment 6/11/2024)
Effective Date 11/25/2024 End Date 11/25/2027 Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by Gary Donaldson
Signature Authority
- BOCC Express Delegation (Agenda Date: 5/19/2015)
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject
has not been initiated prior to execution of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have already begun or been
completed. Description of the nature of the emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
11/26/2024
11/26/2024
11/26/2024
12/2/2024
2024-461704-Z4Z0P2 CONFIDENTIAL Page 1
Quoted By:
Quote Expiration:
Quote Name:
Josh McKelvey
12/31/24
EPL Payments - Online Only -
Absorbed Model
Sales Quotation For:
Sonia Ensenat
Orange County
PO Box 8181
Hillsborough NC 27278-8181
Phone: +1 (919) 732-8181
Payments
Use Case List Price Service %Min
Basis
Points Rate Cap POS Online IVR
Payments - Client Card Cost - Interchange Plus
Enterprise Permitting & Licensing
Enterprise Permitting &
Licensing Payments
Planning 0.50%$ 0.50 X X
Enterprise Permitting &
Licensing Payments
Permits 0.50%$ 0.50 X X
Enterprise Permitting &
Licensing Payments
Code Enforcement 0.50%$ 0.50 X X
Attachment ADocusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
2024-461704-Z4Z0P2 CONFIDENTIAL Page 2
Enterprise Permitting &
Licensing Payments
Fire Permit/Inspection 0.50%$ 0.50 X X
Enterprise Permitting &
Licensing Payments
Environmental Health 0.50%$ 0.50 X X
Payments - Other Fees
Enterprise Permitting & Licensing
Client eCheck Cost $ 1.95
eCheck Rejects $ 5.00
Credit Card Chargebacks $ 15.00
Client Card Cost - Interchange Plus 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.
eCheck Rejects When an eCheck Transaction comes back as declined (e.g bounced check)
Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank (e.g. stolen card)
Client eCheck Cost Per electronic check transaction.
Summary One Time Fees Recurring Fees
Total Services $ 0 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 0 $ 0
Contract Total $ 0
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
2024-461704-Z4Z0P2 CONFIDENTIAL Page 3
Customer Approval:Date:
Print Name:P.O.#:
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement")
between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform
to the following terms:
•License fees for Tyler and third party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software
available for download by the Client;
•Fees for hardware are invoiced upon delivery;
•Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
•Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for
download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and
Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in
accord with the Agreement.
•Fees for services included in this sales quotation shall be invoiced as indicated below.
o Implementation and other professional services fees shall be invoiced as delivered.
•Expenses associated with onsite services are invoiced as incurred.
Comments
SaaS Monthly Fees are rounded to the nearest dollar. The Annual Fee value represents the cost to the customer.
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.
Tyler Payments for EPL and EERP
EPL Scope:
Online Only (Civic Access)
Pass Fees
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
2024-461704-Z4Z0P2 CONFIDENTIAL Page 4
Bill Types: Permits, Plans, Code Enforcement, Environmental Health, Fire Permits
EERP Scope:
Additional Info:
CC Merchants: Visa, MasterCard, Discover, American Express
eCheck/ACH: Yes
Chase Bank
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Payment Processing Agreement
This Payment Processing Agreement (this “Processing Agreement”) is
made and entered into by and between Tyler Technologies, Inc., a
Delaware corporation (“Tyler”), and Client (the “Merchant”).
1.ACKNOWLEDGEMENTS
a.By executing this Processing Agreement or an accompanying
Order Form, Merchant is contracting with Tyler to obtain Card processing
services on Merchant’s behalf.
b.Merchant acknowledges that Tyler contracts with a payment
processor (a “Processor”), Members, and other third party providers to
provide services under this Processing Agreement, and Merchant hereby
consents to the use of such Processor, Members, and others to provide
such services.
c.To the extent elected in the Order Form, Tyler will provide Client
with eCheck/ACH payment processing services for any eligible account as
a turn-key solution or by presenting ACH Transactions in a NACHA
Standard file submission to Merchant’s Originating Depository Financial
Institution (ODFI) as agreed to in the Order Form.ACH Transactions and
Card Transactions may collectively be referred to as “Transactions.”
2.MEMBER BANK AGREEMENT REQUIRED
a.When Merchant’s customers pay Merchant through Tyler,
Merchant may be the recipient of a Card funded payment. The
organizations that operate these Card systems (such as Visa U.S.A., Inc.
and MasterCard International Incorporated; collectively, the “Associations”)
require that Merchant (i) enter into a direct contractual relationship with an
entity that is a member of the Association and (ii) agree to comply with
Association Rules as they pertain to applicable Card Transactions that
Merchant submits through Tyler.
b.Merchant shall complete an application with the Member with
which Tyler has contracted and execute an agreement with such Member
(the “Member Bank Agreement”). By executing a Member Bank
Agreement, Merchant is fulfilling the Association Rule of entering into a
direct contractual relationship with a Member, and Merchant agrees to
comply with Association Rules as they pertain to Card Transactions
Merchant submits for processing through the Tyler service.
c.Merchant acknowledges that Tyler may have agreed to be
responsible for some of Merchant’s obligations to a Member for such
Transactions as set forth in the Member Bank Agreement. Member may
debit the Merchant Bank Account for chargebacks, returns, refunds and
other fees, however, in the event Member assesses any such chargeback,
returns, refunds, or other fees to Tyler, Tyler may invoice the same to
Merchant.
3.SETTLEMENT AND CHARGEBACKS
a.Merchants Bank Account. In order to receive funds, Merchant
must maintain a bank account (the “Merchant Bank Account”) at a bank that
is a member of the Automated Clearing House (“ACH”) system and the
Federal Reserve wire system. Merchant agrees not to close the Merchant
Bank Account without giving Tyler at least thirty (30) days’ prior written
notice and substituting another bank account. Merchant is solely liable for
all fees and costs associated with Merchant Bank Account and for all
overdrafts. Tyler shall not be liable for any delays in receipt of funds or
errors in bank account entries caused by third parties, including but not
limited to delays or errors by the Member Bank or payment processor to
Merchant Bank Account.
b.Settlement. Transactions shall be settled according to the terms
of the Member Bank Agreement using the account(s) which are designated
by Merchant.
c.Chargebacks, Returns and Refunds. Chargebacks, returns and
refunds paid for ACH Transactions shall be paid by Merchant in accordance
with the Member Bank Agreement.
d.Retrieval Requests. Merchant is required by the Associations to
store original documentation, and to timely respond to Retrieval Requests,
of each Transaction for at least six months from the date of the respective
Transaction, and to retain copies of all such data for at least 18 months
from the date of the respective Transaction. Merchant is responsible for
any Chargebacks that result from Merchant’s failure to timely respond to
Retrieval Requests for documentation relating to a Transaction.
4.FEES AND INVOICING
a.Order Form. Merchant agrees to pay Tyler the fees set forth in or
attached to the Order Form for services provided by Tyler and to which this
Agreement is hyperlinked or attached. This may include fees for Payment
Service Devices or other Equipment that Merchant has elected to purchase
or rent as set forth on the Order Form. Fees for purchase will be invoiced
upon shipment and Fees for rental will be invoiced annually in advance. All
Fees due hereunder are due within 45 days of invoice. The terms and
conditions of such purchase or rental are set forth on Exhibit A attached
hereto and incorporated herein.
b.Not-to-Exceed Ceiling Value. The cumulative funded value of
transaction fees shall not exceed the Ceiling Value of $24,000; provided,
however, if Merchant elects to continue to send transactions to Tyler that go
above the Ceiling Value, then the Ceiling Value will auto-adjust to account
for the increase.
c.Adjustments to Pricing. By giving written notice to Merchant,
Tyler may change Merchant’s fees, charges and discounts resulting from (i)
changes in Association fees (such as interchange, assessments and other
charges); (ii) changes in pricing by any third party provider of a product or
service used by Merchant; or (iii) other market adjustment. Such new
prices shall be applicable as of the effective date established by the
Association or third party provider, or as of any later date specified in
Tyler’s notice to Merchant. In addition, Tyler may update pricing for rental of
Equipment by giving written notice to Merchant at the end of any initial
rental term or when such Equipment is upgraded to a newer model or
replaced in accordance with the pricing set forth on Tyler’s then-current
Order Form.
d.Payment of Fees.
i.Online Payments. For payments that are initiated online, a
convenience fee or service fee may be assessed to the
Cardholder for each payment transaction that is paid
electronically using a credit or debit card. Such convenience
fee or service fee is set forth in the Order Form and will be
charged at the time of the transaction to be deposited directly
into a Tyler bank account from which all fees associated with
processing and settling the Card Transactions will be paid.
ii.Over the Counter Payments. For payments that are initiated
in your offices, a service fee may be assessed to the
Cardholder for each payment transaction as set forth in the
Order Form, and such fees will be charged at the time of the
transaction to be deposited directly into a Tyler bank account
from which all fees associated with processing and settling
the transactions will be paid. For all other fees, Tyler shall
invoice Merchant for services and service fees on a monthly
basis, unless otherwise set forth in the Order Form. Each
invoice shall state the total invoiced amount and shall be
accompanied by a reasonably detailed itemization of services
and service fees. Following receipt of a properly submitted
invoice, the Merchant shall pay amounts owing therein thirty
(30) days in arrears.
iii.Absorbed Payments. For payments that are initiated online
and/or in-person, the Merchant may elect to pay for all fees
related to the transaction including, without limitation,
interchange fees, dues, assessments, card brand fees, and
Tyler fees.
iv.eCheck/ACH Payments. In addition, Tyler shall be
authorized to charge eCheck/ACH fees and other fees
specified in an Order Form to the end user. Unless otherwise
set forth in the Order Form, fees will be charged at the time of
the transaction to be deposited directly into a Tyler bank
account.
5.LICENSE
Tyler hereby grants Merchant a non-exclusive, revocable license to use
the Tyler Intellectual Property (as defined in Section 1.c) for the limited
purpose of performing under this Processing Agreement. Merchant shall at
all times be responsible for compliance with applicable law and Association
Rules. Unless otherwise provided in a separate agreement between Tyler
and Merchant, any Intellectual Property or machinery provided by Tyler, but
not developed by Tyler, is being licensed or purchased by Merchant directly
from the manufacturer or developer of such machinery or Intellectual
Property. Merchant acknowledges that the license granted herein is limited
to Merchant’s use exclusively and that Merchant does not have the right to
sub-license any of the Intellectual Property in either their original or
modified form. Merchant agrees that it shall not reverse-engineer,
Attachment BDocusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Updated 11/6/23
disassemble or decompile the Intellectual Property. Merchant shall not give
any third party, except Merchant’s employees, access to the Intellectual
Property without Tyler’s prior written consent.
6. THIRD PARTY PROVIDERS
Tyler may, in its sole discretion, contract with alternate Members,
payment processors or other third party providers to provide services under
this Processing Agreement. In such event, Merchant shall reasonably
cooperate with Tyler, including 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 substantially different than
Merchant’s existing Member Bank Agreement, then Merchant shall have
the right to terminate this Processing Agreement.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION
a. Protection of Tyler Confidential and Proprietary Information.
Merchant shall not disclose, disseminate, transmit, publish, distribute, make
available, or otherwise convey Tyler Confidential and Proprietary
Information, and Merchant shall not use, make, sell, or otherwise exploit
any such Tyler Confidential and Proprietary Information for any purpose
other than the performance of this Processing Agreement, without Tyler’s
written consent, except: (a) as may be required by law, regulation, judicial,
or administrative process; or (b) as required in litigation pertaining to this
Processing Agreement, provided that Tyler is given advance notice of such
intended disclosure in order to permit it the opportunity to seek a protective
order. Merchant shall ensure that all individuals assigned to perform
services herein shall abide by the terms of this Section 7(a) and shall be
responsible for breaches by such persons.
b. Judicial Proceedings. If Merchant is requested or required (by
oral questions, interrogatories, requests for information or documents in
legal proceedings, subpoena, civil investigative demand, or other similar
process) to disclose any Tyler Confidential and Proprietary Information,
Merchant shall provide Tyler with prompt written notice of such request or
requirement so that Tyler may seek protective orders or other appropriate
remedies and/or waive compliance with the provisions of this Processing
Agreement. If, in the absence of a protective order or other remedy or the
receipt of a waiver by Tyler, Merchant nonetheless is legally compelled to
disclose Tyler Confidential and Proprietary Information to any court or
tribunal or else would stand liable for contempt or suffer other censure or
penalty, Merchant may, without liability herein, disclose to such court or
tribunal only that portion of Tyler Confidential and Proprietary Information
which the court requires to be disclosed, provided that Merchant uses
reasonable efforts to preserve the confidentiality of Tyler Confidential and
Proprietary Information, including, without limitation, by cooperating with
Tyler to obtain an appropriate protective order or other reliable assurance
that confidential treatment shall be accorded Tyler Confidential and
Proprietary Information.
c. Security of User IDs and Passwords. Merchant is solely
responsible for maintaining the confidentiality of its user IDs and passwords
and all activities that occur under Merchant’s user IDs, even if fraudulent or
not authorized by Merchant. Merchant acknowledges the heightened risk
associated with access to its User IDs, passwords, transaction and account
information (collectively, “Account Information”). Merchant represents and
warrants that (i) Merchant will comply with applicable Association Rules and
applicable law, (ii) Merchant will establish policies and procedures to protect
such information in conformity with Association Rules and applicable law,
including the storage and disclosure of such Account Information, (iii)
Merchant will exercise reasonable care to prevent use or disclosure of
Account Information. Merchant, and not Tyler, will be solely responsible for
all activity, including all approvals, Transactions, chargebacks, returns and
refunds processed, using Merchant’s user IDs and passwords. If a forensic
investigation is initiated by a Card Network, Member, Tyler or Tyler’s
Processor, then Merchant agrees to cooperate with such investigation until
it is complete, including, without limitation, by providing logs related to its
User IDs and passwords and Merchant’s compliance with Association
Rules and applicable law.
8. REPRESENTATIONS AND WARRANTIES
a. No Actions, Suits, or Proceedings. There are no actions, suits,
or proceedings, pending or, to the knowledge of Tyler, threatened, that shall
have a material adverse effect on Tyler’s ability to fulfill its obligations
pursuant to or arising from this Processing Agreement.
b. Compliance with Laws. In performing this Processing
Agreement, Tyler shall comply with all applicable material licenses, legal
certifications, or inspections. Tyler and Merchant shall comply in all
material respects with applicable federal, state, and local statutes, laws,
ordinances, rules, and regulations.
c. Ownership. Tyler is a Delaware corporation that is listed for
trading on the New York Stock Exchange.
d. Certain Business Practices. Neither Tyler nor any of its
principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participating in this
Processing Agreement by any federal department or agency. Tyler further
represents and warrants that it is not listed on any local, state or federal
consolidated list of debarred, suspended, and ineligible contractors and
grantees.
e. Equipment Manufacturer Warranties. Tyler will pass through to
Merchant any applicable manufacturer warranties that apply to Equipment
purchased by Merchant through this Agreement.
f. Disclaimer of Implied Warranties. EXCEPT FOR THE
EXPRESS WARRANTIES PROVIDED IN THIS PROCESSING
AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, TYLER HEREBY DISCLAIMS ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY
TYLER’S LIABILITY TO MERCHANT FOR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH THIS PROCESSING AGREEMENT,
WHETHER BASED ON A THEORY OF CONTRACT OR TORT,
INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE
LIMITED TO THE TOTAL FEES PAID TO TYLER UNDER THIS
PROCESSING AGREEMENT (NET OF ASSOCIATION
INTERCHANGE, ASSESSMENTS AND FINES) FOR THE TWELVE
MONTHS PRIOR TO THE TIME THE LIABILITY AROSE.
WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS IS AN
AGREEMENT FOR SERVICES TO WHICH THE UNIFORM
COMMERCIAL CODE DOES NOT APPLY, IN NO EVENT SHALL
TYLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, LOST REVENUES OR PROFITS, OR LOSS OF
BUSINESS OR LOSS OF DATA ARISING OUT OF THIS
PROCESSING AGREEMENT, IRRESPECTIVE OF WHETHER THE
PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH
DAMAGE.
10. INDEMNIFICATION
a. Chargebacks and Refunds. Merchant acknowledges that Tyler
has agreed to be responsible for some of Merchant’s obligations to a
Member for Transactions and Association Rules as set forth in the Member
Bank Agreement. Member should debit the Merchant Account for
chargebacks, returns, refunds, assessments, penalties and fines, and in the
event Member assesses any such amounts to Tyler, including any amounts
in excess of the balance of the Merchant Account, Tyler shall invoice the
same to Merchant.
b. Applicable Law and Interpretations: Merchant shall indemnify
and hold harmless Tyler from and against any claim or action related to
Merchant’s violation of applicable law and/or Association Rules including
without limitation any election to apply custom fee structures or customer
surcharges.
c. Intellectual Property.
i. Tyler retains all ownership and copyright interest in and to
any and all intellectual property, computer programs, related
documentation, technology, know how, and processes
developed by Tyler and provided in connection with this
Processing Agreement (collectively, the “Intellectual
Property”),
ii. Notwithstanding any other provision of this Processing
Agreement, if any claim is asserted, or action or proceeding
brought against Merchant that alleges that all or any part of
the Intellectual Property, in the form supplied, or modified by
Tyler, or Merchant’s use thereof, infringes or misappropriates
any United States intellectual property, intangible asset, or
other proprietary right, title, or interest (including, without
limitation, any copyright or patent or any trade secret right,
title, or interest), or violates any other contract, license, grant,
or other proprietary right of any third party, Merchant, upon its
awareness, shall give Tyler prompt written notice thereof.
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
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Tyler shall defend, and hold Merchant harmless against, any
such claim or action with counsel of Tyler’s choice and at
Tyler’s expense and shall indemnify Merchant against any
liability, damages, and costs resulting from such claim.
Without waiving any rights pursuant to sovereign immunity,
Merchant shall cooperate with and may monitor Tyler in the
defense of any claim, action, or proceeding and shall, if
appropriate, make employees available as Tyler may
reasonably request with regard to such defense. This
indemnity does not apply to the extent that such a claim is
attributable to modifications to the Intellectual Property made
by Merchant, or any third party pursuant to Merchant’s
directions, or upon the unauthorized use of the Intellectual
Property by Merchant.
d. If the Intellectual Property becomes the subject of a claim of
infringement or misappropriation of a copyright, patent, or trade secret or
the violation of any other contractual or proprietary right of any third party,
Tyler shall, at its sole cost and expense, select and provide one of the
following remedies, which selection shall be in Tyler’s sole discretion: (a)
promptly replace the Intellectual Property with a compatible, functionally
equivalent, non-infringing system; or (b) promptly modify the Intellectual
Property to make it non-infringing; or (c) promptly procure the right of
Merchant to use the Intellectual Property as intended.
11. TAXES
a. Tax Exempt Status. Merchant is a governmental tax-exempt
entity and shall not be responsible for any taxes for any Licensed Property
or services provided for herein, whether federal or state. The fees paid to
Tyler pursuant to this Processing Agreement are inclusive of any applicable
sales, use, personal property, or other taxes attributable to periods on or
after the Effective Date of this Processing Agreement.
b. Employee Tax Obligations. Each party accepts full and
exclusive liability for the payment of any and all contributions or taxes for
Social Security, Workers’ Compensation Insurance, Unemployment
Insurance, or Retirement Benefits, Pensions, or annuities now or hereafter
imposed pursuant to or arising from any state or federal laws which are
measured by the wages, salaries, or other remuneration pay to persons
employed by such party for work performed under this Processing
Agreement.
12. TERM, SUSPENSION, AND TERMINATION
a. Term. The term of this Processing Agreement (the “Term”) shall
commence on the Effective Date and shall continue in effect for three years
unless otherwise terminated for Cause pursuant to Section 12(b).
Notwithstanding the foregoing, Tyler may elect to cease providing payment
processing services upon the termination or expiration of Tyler’s other
agreement with Client to provide Tyler software or services.
b. Termination for Cause. Either party may terminate this
Processing Agreement for Cause, provided that such party follows the
procedures set forth in this Section(b).
i. For purposes of this Section, “Cause” means either:
A. a material breach of this Processing Agreement,
which has not been cured within ninety (90)
days of the date such party receives written
notice of such breach;
B. the failure by Merchant to timely pay when due
any fees owed to Tyler pursuant to this
Processing Agreement and any delinquent
amounts remain outstanding for a period of thirty
(30) days after Tyler provides written notice of its
intent to terminate for failure to pay;
C. breach of Section 7; or
D. if Tyler becomes insolvent or bankrupt, or is the
subject of any proceedings relating to its
liquidation or insolvency or for the appointment
of a receiver or similar officer for it, has a
receiver of its assets or property appointed or
makes an assignment for the benefit of all or
substantially all of its creditors, or institutes or
causes to be instituted any proceeding in
bankruptcy or reorganization or rearrangement
of its affairs.
ii. No party may terminate this Processing Agreement under
Section 12 b(i)(A) unless it cooperates in good faith with
the alleged breaching party during the cure period and
complies in good faith with the dispute resolution
procedures set forth in Section 13 following such period.
iii. In the event either party terminates this Processing
Agreement pursuant to this Section(b), each party shall
return all products, documentation, confidential information,
and other information disclosed or otherwise delivered to
the other party prior to such termination, all revocable
licenses shall terminate.
c. Survival. The following provisions shall survive after the Term of
this Processing Agreement: 2(c); 3; 4(c); 7; 10; 11; 12; 13; 14; and 15.
13. DISPUTE RESOLUTION
Any dispute arising out of, or relating to, this Processing Agreement
that cannot be resolved within five (5) Business Days shall be referred to
the individual reasonably designated by Merchant and Tyler’s
representative assigned to Merchant’s account (“Intermediary Dispute
Level”). Any dispute that cannot be resolved in ten (10) Business Days at
the Intermediary Dispute Level shall then be referred to Merchant’s chief
executive officer or other individual reasonably designated by Merchant and
Tyler’s applicable division President (“Executive Dispute Level”), at such
time and location reasonably designated by the parties. Any negotiations
pursuant to this Section are confidential and shall be treated as
compromise and settlement negotiations for purposes of the applicable
rules of evidence. For any dispute that the parties are unable to resolve
through informal discussions or negotiations or pursuant to the dispute
resolution and escalation procedures set forth in this Processing
Agreement, the parties shall submit the matter to non-binding mediation
prior to the commencement of any legal proceeding. The foregoing shall
not apply to claims for equitable relief under Section 7.
14. MISCELLANEOUS
a. Assignment. Neither party may assign this Processing
Agreement or any of its respective rights or obligations herein to any third
party without the express written consent of the other party, which consent
shall not be unreasonably withheld.
b. Cumulative Remedies. Except as specifically provided herein,
no remedy made available herein is intended to be exclusive of any other
remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy provided herein or available at law or in
equity.
c. Notices. Except as otherwise expressly specified herein, all
notices, requests or other communications shall be in writing and shall be
deemed to have been given if delivered personally or mailed, by certified or
registered mail, postage prepaid, return receipt requested, to the parties at
their respective addresses set forth on the signature page hereto, or at such
other addresses as may be specified in writing by either of the parties. All
notices, requests, or communications shall be deemed effective upon
personal delivery or three (3) days following deposit in the mail.
Notwithstanding the foregoing, notice shall be deemed delivered when
provided in connection with billing or invoicing.
d. Counterparts. This Processing Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
e. Waiver. The performance of any obligation required of a party
herein may be waived only by a written waiver signed by the other party,
which waiver shall be effective only with respect to the specific obligation
described therein.
f. Entire Agreement. This Processing Agreement constitutes the
entire understanding and contract between Tyler and Merchant for payment
processing services (as detailed in an Order Form) and supersedes any
and all prior or contemporaneous oral or written representations, contracts
or communications with respect to the subject matter hereof.
g. Amendment. This Processing Agreement shall not be modified,
amended, or in any way altered except by an instrument in writing signed
by the properly delegated authority of each party. All amendments or
modifications of this Processing Agreement shall be binding upon the
parties despite any lack of consideration.
h. Severability of Provisions. In the event any provision hereof is
found invalid or unenforceable pursuant to judicial decree, the remainder of
this Processing Agreement shall remain valid and enforceable according to
its terms.
i. Relationship of Parties. The parties intend that the relationship
between the parties created pursuant to or arising from this Processing
Agreement is that of an independent contractor only. Neither party shall be
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
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considered an agent, representative, or employee of the other party for any
purpose.
j. Governing Law. Any dispute arising out of or relating to this
Processing Agreement or the breach thereof shall be governed by the laws
of the state of Merchant’s domicile, without regard to or application of
choice of law rules or principles.
k. Audit. Tyler shall maintain complete and accurate records of all
work performed pursuant to and arising out of this Processing Agreement.
Merchant may, upon the written request, audit any and all records of Tyler
relating to services provided herein. Merchant shall provide Tyler twenty-
four hour notice of such audit or inspection. Tyler shall have the right to
exclude from such inspection any Tyler Confidential and Proprietary
Information not otherwise required to be provided to Merchant as a part of
this Processing Agreement. Any such audit shall be conducted at Tyler’s
principal place of business during Tyler’s normal business hours and at
Merchant’s sole expense.
l. No Third Party Beneficiaries. Nothing in this Processing
Agreement is intended to benefit, create any rights in, or otherwise vest any
rights upon any third party.
m. Contra Proferentem. The doctrine of contra proferentem shall
not apply to this Processing Agreement. If an ambiguity exists in this
Processing Agreement, or in a specific provision, neither the Agreement nor
the provision shall be construed against the party who drafted the
Agreement or provision.
n. Force Majeure. No party to this Processing Agreement shall be
liable for delay or failure in the performance of its contractual obligations
arising from any one or more events that are beyond its reasonable control,
including, without limitation, acts of God, war, terrorism, and riot. Upon
such delay or failure affecting one party, that party shall notify the other
party and use all reasonable efforts to cure or alleviate the cause of such
delay or failure with a view to resuming performance of its contractual
obligations as soon as practicable. Notwithstanding the foregoing, in every
case the delay or failure to perform must be beyond the control and without
the fault or negligence of the party claiming excusable delay. Any
performance times pursuant to or arising from this Processing Agreement
shall be considered extended for a period of time equivalent to the time lost
because of any delay that is excusable herein. This section does not
excuse any party from payment obligations under this Processing
Agreement.
o. Equitable Relief. Each party covenants, represents, and
warrants that any violation of this Processing Agreement by such party with
respect to its respective obligations set forth in Section 7 shall cause
irreparable injury to the other party and shall entitle the other party to
extraordinary and equitable relief by a court of competent jurisdiction,
including, without limitation, temporary restraining orders and preliminary
and permanent injunctions, without the necessity of posting bond or
security.
15. CERTAIN DEFINITIONS
a. Association means a group of Card issuer banks or debit networks
that facilitates the use of payment cards accepted under this Processing
Agreement for processing, including, without limitation, Visa,U.S.A., Inc.,
MasterCard International, Inc., Discover Financial Services, LLC and other
credit and debit card providers, debit network providers, gift card and other
stored value and loyalty program providers. Associations also includes the
Payment Card Industry Security Standards Council and the National
Automated Clearinghouse Association.
b. Association Rules means the bylaws, rules, and regulations, as
they exist from time to time, of the Associations.
c. Card or Payment Card means an account, or evidence of an
account, authorized and established between a Cardholder and an
Association, or representatives or members of a Association that Merchant
accepts from Cardholders as payment for a good or service. Payment
Instruments include, but are not limited to, credit and debit cards, stored
value cards, loyalty cards, electronic gift cards, authorized account or
access numbers, paper certificates and credit accounts.
d. Cardholder means the person to whom a Card is issued or who
is otherwise entitled to use a Card.
e. Chargeback means a reversal of a Card sale Merchant
previously presented pursuant to Association Rules.
f. Member or Member Bank means an entity that is a member of
the Associations.
g. Order Form means a document listing the pricing associated with
this Processing Agreement.
h. Processing Agreement means this Payment Card Processing
Agreement, including all exhibits attached hereto and to be attached
throughout the Term of this Processing Agreement, all of which are
incorporated by reference herein.
i. Retrieval Request means a request for information by a
Cardholder or Card issuer relating to a claim or complaint concerning a
Card sale Merchant has made.
j. Transaction means the evidence and electronic record of a sale
or lease transaction representing payment by use of a Card, echeck/ACH,
digital payment or of a return/refund/credit to a Cardholder or any other
payor.
k. Tyler Confidential and Proprietary Information means all
information in any form relating to, used in, or arising out of Tyler’s
operations and held by, owned, licensed, or otherwise possessed by Tyler
(whether held by, owned, licensed, possessed, or otherwise existing in, on
or about Tyler’s premises or Merchant’s offices, residence(s), or facilities
and regardless of how such information came into being, as well as
regardless of who created, generated or gathered the information),
including, without limitation, all information contained in, embodied in (in
any media whatsoever) or relating to Tyler’s inventions, ideas, creations,
works of authorship, business documents, licenses, correspondence,
operations, manuals, performance manuals, operating data, projections,
bulletins, customer lists and data, sales data, cost data, profit data, financial
statements, strategic planning data, financial planning data, designs, logos,
proposed trademarks or service marks, test results, product or service
literature, product or service concepts, process data, specification data,
know how, software, databases, database layouts, design documents,
release notes, algorithms, source code, screen shots, other research and
development information and data, and Intellectual Property.
Notwithstanding the foregoing, Tyler Confidential and Proprietary
Information does not include information that: (a) becomes public other than
as a result of a disclosure by Merchant in breach hereof; (b) becomes
available to Merchant on a non-confidential basis from a source other than
Tyler, which is not prohibited from disclosing such information by obligation
to Tyler; (c) is known by Merchant prior to its receipt from Tyler without any
obligation of confidentiality with respect thereto; or (d) is developed by
Merchant independently of any disclosures made by Tyler.
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Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Exhibit A
Payment Service Devices/Equipment – Rental and Purchase
This Exhibit A is incorporated into that certain Payment Processing Agreement between Tyler and Merchant (the
“Processing Agreement”).
1. TERMS APPLICABLE TO BOTH PURCHASE AND RENTAL OF EQUIPMENT
a. Generally. Tyler will provide PCI-compliant Payment Service Devices as elected by Merchant and described in the Order Form and related
equipment for rent or purchase during the term of this Agreement for the fees set forth in the Order Form.
b. Shipping Timelines. Tyler shall ship newly-requested Payment Service Devices (and associated supplies, such as printers, cables, power supplies,
mounting hardware or other equipment identified in an Order Form) (“Equipment”) to Merchants within (a) 14 calendar days of the request or (b) 14 calendar
days prior to payment service commencement/go-live, whichever is later. Tyler shall ship failure-related replacement Equipment to Merchants within two (2)
Business Days of a written request. Shipping timelines are subject to Payment Service Device availability by the applicable manufacturer or supplier and shall
be extended until such devices become available.
c. Delivery and Acceptance. Tyler will deliver the Equipment to the location designated by Merchant in the Order Form. If an address for delivery is
not expressly designated in the Order Form, such Equipment will be delivered to Merchant’s address otherwise set forth in the Order Form. Merchant will be
deemed to have accepted each piece of Equipment on the earlier of (i) when Merchant acknowledges receipt, and (ii) seven days after shipment of each such
piece of Equipment, unless Tyler is notified earlier in writing by Merchant that the Equipment has not been received or is not functional.
d. Rights and Restrictions. Tyler shall process payments received from Merchant’s Payment Service Devices provided by Tyler. Merchant
acknowledges that the Payment Service Devices are embedded with proprietary encryption technology that will be injected by Tyler’s designee into the
Payment Services Devices. Merchant agrees that all of Merchant’s over-the-counter Transactions processed through a Tyler application will be required to
use Payment Service Devices provided by Tyler. Merchant will maintain each Payment Service Device in its possession and will not permit any physical
alteration or modification of any piece of Equipment. Each piece of Equipment will be used only in the ordinary course of Merchant’s business in connection
with Tyler applications. The Equipment is not being sold or rented to the Merchant for home or personal use. Merchant acknowledges that the
Equipment rented or purchased through this Exhibit may not be compatible with another processor’s systems. Merchant hereby grants Tyler a
security interest in (i) all Equipment to secure payment of the purchase price, and (ii) all Equipment to secure payment of the monthly rental payments.
Merchant authorizes Tyler to file financing statements with respect to the Equipment in accordance with the Uniform Commercial Code, signed by Tyler
directly or as Merchant’s attorney-in-fact.
e. Change Notice. Tyler shall provide thirty (30) calendar days written notice for Equipment changes that affect Merchants, which includes, without
limitation, when Tyler will no longer support a Payment Service Device. Tyler will only be obligated to replace Equipment when a Payment Service Device is
no longer capable of functioning or Tyler ends support of the specific make and model of the Equipment.
f. PCI DSS Compliance. Each party understands and agrees to comply with PCI DSS and any amendments thereto. Merchant shall be responsible
for compliance with PCI DSS version 3.2.1 and any more current versions regarding the Payment Service Devices, including, but not limited to, the
maintenance, inspection, and training obligations set forth in PCI DSS Requirement 9.9.
2. TERMS APPLICABLE ONLY TO EQUIPMENT PURCHASED
Tyler will sell to Merchant the Equipment identified in the Order Form, free and clear of all liens and encumbrances, expect that any proprietary encryption
technology included within the Payment Service Devices or any other Tyler Intellectual Property will be provided to you pursuant to the License set forth in
Section 5 of the Agreement. Maintenance and repair of Merchant-purchased Equipment is the responsibility of Merchant, unless Merchant has purchased
Tyler’s maintenance services for Payment Service Devices.
3. TERMS APPLICABLE ONLY TO EQUIPMENT RENTAL
a. Tyler will rent to Merchant the Equipment identified in the Order Form, as set forth herein. The rental period will commence when the Equipment is
deemed accepted. At the end of the rental term identified in an Order Form or when the Agreement is terminated, Merchant will promptly return each piece of
Equipment to Tyler at Merchant’s cost, in the same condition as when received, ordinary wear and tear excepted, unless otherwise directed by Tyler. The
rental period will terminate when Equipment is returned to Tyler at 840 West Long Lake Road, Detroit, Michigan 48098, Attention: Tyler Payments, or at an
earlier date specified by Tyler in writing. The following information must be included within the shipping box: (i) Merchant name, complete address and phone
number; (ii) name of person to contact if there are any questions; (iii) your Merchant account number; and (iv) serial number of the Equipment. Merchant will
retain proof of delivery documents and the applicable serial number. For any piece of Equipment that is not returned to Tyler in accordance with this
paragraph, Merchant will pay Tyler the greater of $250.00 or the fair market value of such piece of Equipment as if it were in the condition described herein.
b. Merchant will not assign its rights or obligations under this Exhibit, or pledge, lend, create a security interest in, incur any liens or encumbrances on,
or sublease the Equipment to any other person or entity without Tyler’s prior written consent. Any such assignment, delegation, sublease, pledge, security
interest or lien in the absence of consent shall be void.
c. The provisions of this Exhibit will survive the termination or expiration of the Agreement and continue until all rented Equipment is returned to Tyler
or paid for.
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
C
1,000,000
10UENBA4DHY
NYC-011561449-13
1,000,000
25,000,000
X
27120
25,000,000
N
X04/01/2024
QBE Specialty Insurance Company
4
04/01/2025
06/17/2024
19682
04/01/2025
Finn.Davis@marsh.com
10 UEN DI9897
Professional Liability/Cyber
D
2,000,000
1,000,000
29424
Trumbull Insurance Company
1,000,000
X
E
X
06/21/2024
04/01/2024
10,000,000
Orange County, NC its officers, and employees are included as additional insured where required by written contract with respect to General Liability and Auto Liability.
X
P.O. Box 8181
Hillsborough, NC 27278
Orange County
The Hartford
10,000
A
Hartford Casualty Insurance Company
CN102891976-TTI-GAWX+-24-25
Limit
10,000
04/01/2025
1,000,000
10XHUBC1DGX
2,000,000
19682
1,000,000
1,000,000
06/17/2025
10WNS88300
99 HIGH STREET
MARSH USA, LLC.
X
BOSTON, MA 02110
5101 Tennyson Parkway
Tyler Technologies, Inc.
Plano, TX 75024
X
X
130001996
04/01/2024
300 West Tryon Street
04/01/2024
B
Finn Davis
04/01/2025
11515
(617) 999-7893
Hartford Fire Insurance Co
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
insured.
The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the
MARSH USA, LLC. 5101 Tennyson Parkway
Tyler Technologies, Inc.
Plano, TX 75024
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ENERGOV SYSTEM REQUIREMENTS
SITE ASSESSMENT
408"UUBDINFOU$
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ENERGOV WEB SERVER
WORKSTATION
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MOBILE APPLICATIONS
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Assessing Your Backup Needs
Rotating Tapes
Backing Up Your SQL Database
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Watching for Signs of Failure
Accepting Responsibility
Disaster Recovery
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Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6
Docusign Envelope ID: 4032940E-A9F5-4854-9C2A-8D27AC795DE6