R2021-35 Resolution Authorizing Payment Processing Service Agreement with FirsTech, Inc., a Wholly Owned Subsidiary of Busey Bank

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firstech Walk-in Payments Services Schedule This Services Schedule(the"Services Schedule"),dated April 1st, 2021,is by and between City of Decatur("Client'l and FirsTech,Inc. ("FirsTech'J,and is an extension of the Master Payment Processing Services Agreement(the"Agreement') between Client and FirsTech dated April 11t, 2021, pursuant to which FirsTech agreed to provide payment processing and related services for Client's customers. The terms of this Services Schedule will prevail over the terms of the Agreement in the event of any conflict between them. This Services Schedule shall be effective as of the latest date in the signature block below and will terminate upon termination or expiration of the Agreement. 1. Appointment. Client designates FirsTech as a"Walk-in Payment Services Provider"for purposes of this Agreement. FirsTech has the right to recruit and manage such APA's(as defined below and collect a fee for such Services, unless otherwise indicated in this Services Schedule. 2. Definitions (a) APA or Authorized Payment Agent. The person(s)recruited by and contracted with FirsTech to perform the Services. APA's may also perform walk-in-bill payment services for other clients pursuant to separate agreements with FirsTech. (b) APA Bank Account. A bank account in an APA's name at a commercial bank that will accept Customer Payments deposited by the APA. (c) APA Commission Fee. Percentage of the Customer Convenience Fee retained by the APA or paid to the APA per transaction as compensation for the APA's performance of the Services described in this Services Schedule. (d) Customer Convenience Fee. A per transaction fee charged to Customers for the Services described in this Services Schedule. (e) FirsTech Commission Fee. Percentage of the Customer Convenience Fee retained by FirsTech per transaction as compensation for FirsTech's performance of the Services described in this Services Schedule. (f) End of Day Transmission. A daily consolidated electronic transmission file uploaded to FirsTech at the time required by FirsTech and Client. 3. Remittance Collection Software. FirsTech grants to Client a limited,non-exclusive,non-transferable, revocable license to use its remittance collection software(the"Software")during the term of this Services Schedule subject to any limitations in the Agreement. Client shall not directly or indirectly(i)reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software(or any portion thereof); (ii)distribute,transfer, grant sublicenses to,sell, rent,lease,or otherwise make available the Software(or any portion thereof)to third parties, including as an application service provider,service bureau,or rental source; (iii)embed or incorporate in any manner the Software into other applications of Client or third parties;(iv)create modifications to or derivative works of the Software; (v) reproduce the Software; (vi)attempt to modify,alter,or circumvent any license control and protection mechanisms within the Software; (vii)use in violation of any applicable law, rule,or regulation;or(viii)remove,obscure,or alter any copyright notices or any name,trademark,service mark,tagline, hyperlink,or other designation included on any display screen within the Software.Client shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Use of the Software is limited to APA locations. 4. Responsibilities of FirsTech,APA's and Client. (a) Selection of APA's. FirsTech will(i)provide Payment Outlets to provide the Services; (ii)be the sole contact for Client with respect to the APA's,and(iii)enter into a binding agreement with each APA. (b) Management of APA's. FirsTech will manage the APA's and provided the Services to Client's Customers. Each APA will(i)provide and pay for Internet access for processing Customer Payments on the Payment System; (ii)provide each Customer with a printed receipt generated by the Payment System; (iii)allow only trained personnel to provide the Services and operate Payment Systems; (iv)balance out daily and reconcile Customer Payments Funds collected with Customer Payment Data prior to transmitting the End Of Day Transmission to FirsTech; (v)transmit Customer Payment Data to FirsTech at least once each Processing Day; (vi)deposit Customer Payment Funds into a designated APA Bank Account no later than the next banking business day; (vii)retain Customer bill stubs at the Payment Outlet for not less than thirty(30)days from the date of payment; (viii)refrain from accepting Customer Payments when the Payment System is Inoperable or malfunctioning; and(ix)collect a Customer Convenience Fee per Customer account credited,mutually agreed to between Client and FirsTech. Walk-In Payments Services Schedule -1-