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4. Compensation. Subject to City's right of offset for breach, Contractor will bill City for the <br />Services by submitting periodic invoices that conform to the requirements of Exhibit D. City <br />will make payments within thirty (30) days of receipt of a properly submitted invoice. <br />Notwithstanding the foregoing, City will have the right to withhold payment for any item <br />which City disputes in good faith, provided that City pays for all non-disputed items and <br />takes commercially reasonable action to resolve the dispute. <br />5. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may <br />be terminated as follows: <br />5.1 The parties, by mutual written agreement, may terminate the Contract at any time. <br />5.2 Either party may terminate the Contract if the other party is in breach of any provision <br />hereof which breach continues for more than 30 days after a notice describing the <br />breach has been given unless, in the case of a breach which cannot be cured within <br />such 30-day period, the breaching party immediately initiates and diligently <br />prosecutes a plan of curative action that is acceptable to the' non-breaching party. <br />Notwithstanding the foregoing, termination for a recurring breach may be made if the <br />breach is uncured within seven days after the second notice in any twelve-month <br />period and immediately, without opportunity for cure, in the third or any subsequent <br />notice of breach in any twelve-month period. <br />5.3 The City may terminate the Contract on any date specified in a notice if funding for <br />the Services becomes unavailable or if the City determines that termination of the <br />Contract is required by the public interest. <br />5.4 City may terminate the Contract immediately and without prior notice upon <br />Contractor's failure to have in force any insurance required by the Contract, if <br />Contractor breaches the City's security requirements, if Contractor fails to maintain <br />any certificate or license required for performance of the Services, or as provided in <br />Exhibit A. <br />5.5 Contractor may terminate the Contract without liability to City by providing at least <br />ninety (90) days' prior written notice. <br />6. Remedies. <br />6.1 In the event of a termination of the Contract by City because of a breach by <br />Contractor, City may complete the Services either by itself or by contract with other <br />persons, or any combination thereof. Contractor shall be liable to City for any costs <br />or losses incurred by City arising out of or related to the breach, including costs <br />incurred in selecting other contractors, time-delay losses, attorney fees and the like, <br />less the remaining unpaid balance of the consideration provided in the Contract. City <br />may withhold payment of sums due Contractor for Services performed to the date of <br />termination until City's costs and losses have been determined, at which time City <br />may offset any such amount due Contractor against the costs and losses incurred by <br />City. <br />CONTRACT NUMBER 2008-00331 <br />