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2.3 Either party may terminate this Addendum upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Addendum, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by Client to TriTech within ninety (90) days' prior to the end of the then current support term. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial tern of this Addendum are established based on the software licenses purchased under the Agreement. The Software Support fee for the first annual renewal term, and subsequent five (5) annual renewal terms shall be, the amount specified in Exhibit A hereto, subject to the adjustments as described in 3.2. If applicable, Software Support fees will be prorated based on the date of Subsystem Acceptance for the TriTech Software components and Interfaces. 3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 3 %. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period, 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TdTech's principal place of business. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. 3.4 If Client ceases to keep this Addendum in force, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional . services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users, 3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty -five (45) days after their due date until paid. Remittance Address for Payments Only: Santa Ana System Purchase and Support Agreement — Addendum P Copyright C 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 24 25B -147