2008/01/02 Council Agenda Packet

are posted to assigned accounts. The remittance shall include an itemized report showing name, account number, City number, amount paid, agency commission, balance due and status of account. Commissions due Fairway are payable when billed. City agrees that in the event commissions are not paid within 30 days of the date billed, Fairway may deduct commissions due from future recoveries on other collections made by Fairway. City also agrees that funds credited to their account in error, dishonored checks, and payments recalled due to bankruptcy actions may be deducted from future collections. 10. Confidentiality. Fairway acknowledges that all information and documents disclosed by City to Fairway, or which come to Fairway's attention in the course of its performance of services under this Agreement, constitute valuable assets of and are proprietary to City; Fairway has a responsibility to protect these assets. Fairway shall take all reasonable steps needed to protect the privacy of consumer debtor files. Fairway shall maintain internal procedures and controls to protect City from loss. Fairway shall hold City information, both corporate and personal data, in the strictest confidence unless it is already in the public domain. No personal or corporate data shall be disclosed except as needed to perform Fairway's duties under this Agreement, as allowed by law. This provision shall survive termination of this Agreement. 11. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Service Provider("Notice"). The Notice shall specify a termination date("Termination Date")at least fourteen(60)days after the date the Notice is issued. The Notice shall be effective("Notice Date")upon the earlier of either actual receipt by Service Provider (whether by fax, mail, delivery or other method reasonably calculated to be received by Service Provider in a reasonably prompt manner)or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's material breach, Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and(b)those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail to Service Provider's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method reasonably believed to provide Service Provider actual notice in a timely manner, such as fax. The City does not by this section waive, release, or forego any legal remedy for any violation, breach, or non-performance of any of the provision of this Agreement. At its sole option, City may deduct from the final payment due Service Provider(a)any damages, expenses or costs arising out of any such violations, breaches, or non-performance and (b)any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or work done following the effective date of termination unless authorized in writing by the City before the expenses are incurred or the work is done. 12. Changes. The City may, from time to time,unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work(and resulting decrease in compensation), shall: (a)be made only in writing and signed by an authorized City representative, (b) be explicitly identified as such and(c)become a part of this Agreement. 13. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express, prior written consent of the City. 14. Indemnification. 65 Page 3