2011/06/29 Council Agenda Packet

8 TERMINATION FEE SCHEDULE 1. Termination for Convenience. Except as set forth in Paragraph 3 of this Schedule, if Customer elects to terminate this Agreement or any Service for any reason, Customer shall pay Metavante the Termination Fee computed in accordance with this Schedule. The Termination Fee shall be paid prior to Metavante's performance of arty Termination Assistance or delivery of any Customer Data in connection with the termination,and,In any case,no later than the Effective Date of Termination of the Agreement or Service,as applicable. In addition to the foregoing,Customer shall pay to Metavante any capitalized and unamortized Conversion fees, signing or incentive credits or bonuses,and all reasonable costs in connection with the disposition of equipment,facilities and contracts specifically related to Metavante's performance of the Services under this Agreement. 2. Termination for Cause by Metavante. if Metavante terminates this Agreement in accordance with Sections 8.2 or 8.3 of the Agreement,Customer shall pay Metavante the Termination Fee as set forth in this Schedule. The Termination Fee shall be paid prior to the Effective Date of Termination. In addition to the foregoing, Customer shall pay to Metavante any amortized but unpaid Implementation fees and all reasonable costs In connection with the disposition of equipment,facilities and contracts specifically related to Metavante's performance of the Services under this Agreement. 3. Termination for Cause by Customer, If Customer terminates this Agreement in accordance with Sections 8.2 or 8.3 of the Agreement,then Customer shall not be obligated to pay Metavante the Termination Fee. 4. Termination Fee. The Termination Fee shall be an amount equal to one hundred percent(100%)of the Estimated Remaining Value of the terminated Services. 5. Rebate of Termination Fee. Subject to Metavante'rights under Section 6 below,Customer shall receive a rebate of a portion of any Termination Fee paid by Customer hereunder In the event that Customer shall enter into a new exclusive agreement with Metavante to receive the Initial Services within six (6) months following the Effective Date of Termination. Such rebate shall be determined according to the following schedule: Number of Months Following Termination Rebate 1 100% 2 516 3 416 4 3/6 5 2/6 6 116 6. Payment of Rebate. The applicable rebate of the Termination Fee shall become payable to Customer upon execution of a new exclusive agreement for Initial Services by and between Customer and Metavante within six(6)months following the Effective Date of Termination (the°New Agreement"). The terms of such New Agreement shall be as mutually agreed by the parties and nothing herein shall obligate Metavante or Customer to accept any terms or conditions,whether or not previously acceptable to either of them. The rebate may be paid to Customer by Metavante,in its sole discretion,in the form of a discount to fees payable by Customer under the New Agreement or as a credit against implementation,conversion,training,or professional services fees payable by Customer,or In such other manner as Metavante shall decide. 7. Revocation. Customer's right to receive the rebate of the Termination Fee as provided under Section 5 of this Schedule may not be cancelled or revoked except by a written instrument that is(a)signed by Metavante expressly revoking Customer's right to receive such rebate;and(b)delivered to Customer by Metavante within thirty(30)days following the date of termination of this Agreement or Service,as applicablle. 02010 Fidelity National Information Services,Inc.and its subsidiaries. 100453Everett City of Payment Services Master Agreement(BSP 82C Services)-040411j1C 13 34