R2013-17 AUTHORIZING CITY MANAGER TO EXECUTE AND ENTER INTO A MASTER PAYMENT PROCESSING AGREEMENT AND ANCILLARY ADDENDUMS

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6.1. Client recognizes that FirsTech may utilize certain financial institutions and other nationally recognized debit and credit card networks("Processors') in connection with providing the Services and that Processor's systems, rules and fees are outside the control of the FirsTech. Client agrees to abide by the rules of such Processors as they apply to the Services. Further, in the event FirsTech receives a compliance notice from any Processor, the Parties agree to use best reasonable efforts to resolve such compliance issue as required by such Processor in order to avoid or mitigate any potential fines thereunder. FirsTech has the right to modify service procedures or fees set forth in Addenda A through D 6.2. As a result of changes in Processor fees or Processor policies and procedures, any modification shall be preceded by written notice from FirsTech at least 30 days prior to such change. If Client objects to such change, then Client must deliver written notice of its objection to FirsTech within 15 days following receipt of any change notice. Upon receipt of Client's objection, FirsTech may reconsider the change and continue to provide services under existing terms of the unmodified Agreement or terminate the Agreement by delivering written notice to Client within 30 days of receipt of Client's objection. 6.3. Subsequent to the Commencement Date, Client may request changes to the System in order to increase transaction volume or improve Authorized User experience. Implementation of such changes shall not be unreasonably withheld by FirsTech, however, Client and FirsTech agree that an equitable adjustment shall be made if the changes substantially affect the time of performance or the cost of work to be performed under this Agreement. Such adjustments shall be agreed to, in writing, prior to the performance of any additional work by FirsTech. 6.4. Client agrees to promote FirsTech services initially by way of web and IVR announcements, bill inserts and storefront signage. FirsTech shall assist Client by providing insight on successful marketing strategies. After implementation and for the term and subsequent renewal term/s, Client shall maintain the following marketing elements for FirsTech services as covered in this Agreement and pursuant Addendums: Web site home page announcement IVR system announcements Statement inserts Statement messaging highlighting FirsTech services 6.5. FirsTech shall provide Client with daily reports regarding payments made by Authorized Users, which shall include, but not be limited to, authorized transactions, transaction methods, amounts, and chargebacks. Such reports shall be provided electronically in a format and method mutually agreeable to the Parties. Client agrees to allow FirsTech to transmit to and receive from Client's computerized billing system (the"Host Computer') transaction information necessary to enable Authorized Users to use the System and to properly debit and credit Client Bank Accounts. Transmissions will occur on FirsTech's normal business days. Unless otherwise agreed in writing, FirsTech will bear the cost and expense of communicating with Client's Host Computer. 7. No failure by both Party to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by either Party of any right hereunder preclude any other further exercise thereof or the exercise of any other right. S. The Parties understand and agree that a completed, fully executed, telefaxed Agreement is as valid and binding as the original. IN WITNESS WHEREOF,the parties hereto have caused this Agreement along with the attached Addenda A through D,to be executed as of the Effective Date by their duly authorized representatives. CITY OF Decatur FIRSTE NC By: By Name: a Name: 'T d w ASA I' /dO�V�yL (panted) (printed) Title: �Z �`'�' �;� Title: �2�5/��l�-� �c c' Date: (r3 Date: Master Agreement—City of Decatur -6-