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incorporated herein by reference and any Change Order duly adopted and agreed to by the PARTIES (the "Fees") to CONSULTANT. Fees are subject to increase based on CONSULTANT's then -prevailing policies, terms and fees related to pricing and hourly rates. (c) Invoices. During the term of this Master Renewal Agreement, CONSULTANT shall deliver invoices to CITY. Unless otherwise stated in the applicable Statement of Work/Proposal or duly executed Change Order, each invoice delivered to CITY by CONSULTANT shall be due and payable upon forty-five (45) days receipt thereof by CITY. (d) Taxes. The Fees are exclusive of taxes. CITY agrees to pay all applicable sales and use taxes, if any (excluding taxes on CONSULTANT's net income) ("Taxes") unless it provides CONSULTANT with a tax exemption certificate acceptable to the applicable taxing authorities. 3. TERM. The base term of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. This Agreement shall cover all services provided by Consultant since January 1, 2022. The initial term and the extension options thereto shall collectively be referred to as the "Term". 4. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Master Renewal Agreement, be construed to be an independent contractor and not an employee of CITY. This Master Renewal Agreement is not intended nor shall it be construed to create an employer -employee relationship, ajoint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Master Renewal 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed