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below, the rate will adjust by no more than the greater of 4.5% or the Consumer Price <br />Index (CPI) per year for the entire renewal term. <br />c. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. <br />d. Payment need not be made for work that fails to meet the standards of performance set <br />forth in the Recitals which may reasonably be expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above for a term of three (3) years <br />following the activation of the Subscription Services (as defined in Exhibit B) with the option for <br />the City to grant up to a five (5) year renewal, exercisable by a writing by the City Manager and <br />the City Attorney, unless terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent Consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS AND RESTRICTIONS <br />a. City will use the Subscription S ervices only for its own, internal business purposes. <br />City will not: resell, copy, frame or mirror any part or content of the Subscription <br />Services; make the Subscription Services available for timesharing or service <br />bureau purposes; or otherwise provide access to the Subscription Services to any <br />third party, except as such third party access is mutually agreed upon between the <br />Parties in writing. City will not, subject to any non-waivable rights City may enjoy <br />under applicable law, directly or indirectly: reverse engineer, decompile, <br />disassemble or otherwise attempt to discover the source code or underlying <br />structure, ideas, know-how or algorithms relevant to the Subscription Services or <br />any software, documentation or data related to the Subscription Services; interfere <br />with or disrupt the integrity or performance of the Subscription Services or third <br />party data contained therein; attempt to gain unauthorized access to the <br />Subscription Services or its related systems or networks; modify, translate, or create <br />derivative works based on the Subscription Services; or remove any proprietary <br />notices or labels. City further agrees to those further restrictions, if any, on City's <br />access to or use of the Subscription Services, <br />Page 2 of 12 <br />