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REV: 05-04-26 MI <br />only be used by authorized City staff. No access will be granted to any third party without <br />explicit written authorization by Consultant. City shall not sublet, duplicate, modify, <br />decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. <br />The software use granted hereunder shall not imply ownership by City of said software, or any <br />right of City to sell said software or the use of same, or any right to use said software for the <br />benefit of others. This software use authorization is not transferable. Upon termination or <br />expiration of this Agreement, the software use authorization shall expire, and all City staff <br />website logins shall be de-activated. <br />Proprietary Information. As used herein, the term “proprietary information” means all <br />information or material that has or could have commercial value or other utility in Consultant’s <br />business, including without limitation: Consultant’s (i) computer or data processing programs; <br />(ii) data processing applications, routines, subroutines, techniques or systems; desktop or web- <br />based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) <br />materials and techniques used; as well as the terms and conditions of this Agreement. Except <br />as otherwise required by law, City shall hold in confidence and shall not use (except as expressly <br />authorized by this Agreement) or disclose to any other party any proprietary information <br />provided, learned of or obtained by City in connection with this Agreement. The obligations <br />imposed by this Section shall survive any expiration or termination of this Agreement or <br />otherwise. The terms of this Section shall not apply to any information that is public <br />information. <br />FEES – TOT Audit Services <br />21. Operations Management Services <br />21.1.1. Fees for performing operations management Services shall be $825.63 per year <br />for each filing property. <br />21.1.2. Fees will be increased as of January 1st of each calendar year with reference to <br />the 12-month percent change in the most recently published annual Consumer <br />Price Index for All Urban Consumers (CPI-U), West Region, as reported by the <br />U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the <br />Fees will be equal to the greater of two percent (2%) or the actual CPI Change <br />and the lesser of ten percent (10%) or the actual CPI Change. For example, if the <br />actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI <br />Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI <br />Change is 12%, then the annual increase will be 10%. <br />21.2. Fees for any travel and lodging expenses will be billed at cost and applied to all <br />meetings (including implementation, training, operations and support). <br />21.3. Fees will be invoiced monthly to Client for Services performed during the prior month. <br />Fees will be netted out of Client’s monthly revenue disbursement. Client will submit <br />payment for any balance due to Consultant within 30 days of receiving the invoice. <br />22. Payment Processing – Consultant will configure payment processing services to utilize either a <br />taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client <br />may switch between these models upon written request to Consultant. Fees for each of these <br />payment processing models are detailed here. <br />ATTY/AGR.2026/Amend.No.4/Hinderliter, de Llamas and Associates (Amendment No.4) (Page 11 of 13)