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<br />Term <br />3. . <br /> <br />Initial Term. <br />3.1 The initial term of the contract shall expire, unless terminated or <br />renewed, on the expiration date shown in the caption of this agreement. <br /> <br />Renewal. <br />3.2 The Contract shall automatically renew on an annual basis beginning <br />upon the date of expiration of the initial term and on each anniversary of such date, <br />unless one of the parties gives a non-renewal notice to the other party. To be <br />effective, a non-renewal notice must be made at least ninety (90) days prior to the <br />commencement of the renewal term that the party wishes to avoid. Each renewal <br />shall be with such modifications as may be agreed to by the parties in a written <br />amendment of the Contract, provided that the amendments made for any renewal <br />term may not increase the total compensation to be paid to Contractor by more than <br />ten percent (10%) or increase the rate of compensation for any Contract Service by <br />more than five percent (5%). <br /> <br /> <br />Compensation. <br />4. Subject to City’s right of offset for breach, Contractor will bill City for the <br />Exhibit D <br />Services by submitting periodic invoices that conform to the requirements of . 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 /> <br />Termination. <br />5. Notwithstanding any other provisions hereof to the contrary, the Contract may <br />be terminated as follows: <br /> <br />5.1 The parties, by mutual written agreement, may terminate the Contract at any time. <br /> <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 /> <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 /> <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 /> <br />5.5 Contractor may terminate the Contract without liability to City by providing at least <br />ninety (90) days’ prior written notice. <br /> <br /> <br /> <br />