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Agreement during regular business hours. CONSULTANT shall allow inspection of all work, <br />data, documents, proceedings, and activities related to this Master Renewal Agreement for a period <br />of three (3) years from the date of final payment to CONSULTANT under this Master Renewal <br />Agreement. <br />9. CONFLICT OF INTEREST CLAUSE <br />CONSULTANT covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this Master Renewal Agreement. <br />(a) CONSULTANT's Obligations. CONSULTANT shall use commercially reasonable efforts <br />to provide the professional services set out in the applicable Statement of Work (the <br />"Services"). <br />(b) C'ITY's Obligations. To enable CONSULTANT to perform the Services, CITY agrees to <br />provide the following to CONSULTANT: <br />i. Information relative to CITY's hardware and software required for CONSULTANT <br />to provide its Services; <br />ii. Access to and use of CITY's facilities, equipment, hardware and software required <br />by CONSULTANT to perform the Services; <br />iii. Personnel and assistance as is reasonably required to enable CONSULTANT to <br />perform the Services; and <br />iv. A representative with authority to, approve the plans and deliverables described in <br />the applicable Statement of Work if so required. <br />(c) Ownership. CITY may retain a PDF copy of any reports or other deliverables provided by <br />CONSULTANT to CITY as part of the Services ('Deliverables'D; however, <br />CONSULTANT is and shall remain the owner of all copyright, patents, trademarks, trade <br />secrets and other intellectual property rights. <br />10. FEES <br />(a) Fees. In consideration of providing the Services, CITY agrees to pay tine fees set out in the <br />applicable Statement of Work (the "Fees') to CONSULTANT. Fees are subject to increase <br />based on CONSULTANT's then -prevailing policies, terms and fees related to pricing and hourly <br />rates. <br />(b)Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver <br />invoices to CITY. Unless otherwise stated in the applicable Statement of Work, each invoice <br />delivered to CITY by CONSULTANT shall be due and payable upon receipt thereof by CITY. <br />(c) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use <br />taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it <br />provides CONSULTANT with a tax exemption certificate acceptable to the applicable <br />[3 <br />25D-15 <br />