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b. Prices identified above shall remain fixed during the first six months of the Agreement and reviewed semi-annually (January/July). The Contractor shall provide an updated price list to the City. Price adjustments may be requested by Supplier based on manufacturer quotes/renewals, part number updates/changes, engineering specification changes, commodity/market changes, or items previously priced incorrectly. Product - specific adjustments shall be allowed `off -schedule' for materials reflecting a 4.0% or greater product manufacturer/supplier cost increase, and Consultant shall provide documentation verifying manufacturer/supplier cost increase. The Executive Director or their designee handling this Agreement shall provide written confirmation of the City's consent of the new prices at a at a rate not -to -exceed the percentage increase of the product manufacturer/supplier cost increase charged to the Consultant. c. Any increase in costs will not be reflected by a change in the overall compensation notes in Section 2.a., above. Any increase in compensation to Contractor shall require approval by the City Council. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. ATM This Agreement shall commence on the date first written above for a five (5) year term with the option for the City to grant up to two additional one-year terms, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical Page 2 of 10