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5. TERM AND TERMINATION <br />5.1 Term. This Agreement shall be effective as of the date of the last signature hereto and <br />shall continue in full force and effect for a period of three -years (3). Thereafter, this <br />Agreement shall automatically renew for successive three -year (3) periods. <br />Notwithstanding this section (5. 1), if the term set forth in any Addendum attached to this <br />Agreement differs from the term of this Agreement, the term of the Addendum is governed <br />by the language in the Addendum. If any Addendum attached to this Agreement is silent <br />about the term of the Addendum then the provisions of this section (5.1) govern the term of <br />the Addendum. <br />5.2 Termination of Agreement. Unless terminated as per section 5.4 below, this Agreement <br />may only be terminated upon the expiration of a three -year term. If either party desires to <br />terminate this Agreement upon the expiration of a three -year term, the terminating party <br />shall provide notice to the other party of its intent not to renew no less than sixty -days (60) <br />prior to the renewal date. <br />5.3 Termination of Addenda. Any Addendum attached to this Agreement may be terminated <br />as follows: <br />a. If the Addendum sets forth a method for terminating the Addendum, that <br />Addendum may only be terminated according to that method; or <br />b. If the Addendum is silent about the method for terminating the Addendum, that <br />Addendum may be terminated by either party at any time and for any reason or no <br />reason effective on no less than sixty -days (60) days notice; or <br />c. As per section 5.4 below. <br />5.4 Event of Default. Any of the following shall constitute an event of default ( "Event of <br />Default ") under this Agreement or any applicable Addendum: (a) City fails to pay any <br />amount when due hereunder (after ten -days (10) prior written notice of such failure to <br />pay), or (b) a material breach by either party of this Agreement or applicable Addendum. <br />If an Event of Default occurs, the non - breaching party shall notify the breaching party of <br />the Event of Default and provide the breaching party thirty -days (30) to cure (except in the <br />case of non - payment for which the cure period shall be ten (10) days) or such amount of <br />time as is reasonable given the circumstances. If the breaching party fails to effect cure <br />within the time allowed, then the non - breaching party may, at its option, terminate this <br />Agreement or applicable Addendum effective immediately upon notice. <br />5.5 Effect of Termination. Notwithstanding non - renewal or termination of this Agreement or <br />any attached Addendum pursuant to Sections 5.1, 5.2, 5.3 or 5.4 above, City shall be <br />obligated to pay MMC for services performed through the effective date of termination for <br />which MMC has not been previously paid. In addition, because the services performed by <br />MMC prior to termination or non - renewal of this Agreement or attached Addendum may <br />result in City's receipt of revenue after termination which are subject to MMC's fee in <br />accordance with each applicable Addendum, City shall remain obligated after termination <br />or non - renewal to provide to MMC such information as is necessary for MMC to calculate <br />the compensation due as a result of this receipt of revenue by City and City shall remain <br />obligated to pay MMC's invoices therefore in accordance with the terms of this <br />Agreement. <br />MMC Services Agreement Page 3 <br />