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invoiced to CITY in accordance with Section 5.2 herein. Any invoices and applicable late charges remaining unpaid within ninety (90) days of the invoice date may result in deductions, by COUNTY'S Auditor -Controller, from money held on deposit with COUNTY'S Treasurer for CITY, in accordance with Government Code Section 907 and any other applicable provision of law. 5.4 Early payments received by COUNTY from CITY shall entitle CITY to a discount of one-quarter of one percent (0.25%), if payment is received by COUNTY within eleven (11) days of the date of the invoice. CITY may take credit for the discount in the current payment. However, if a discount is taken inappropriately, COUNTY shall notify CITY immediately that the discount should not have been taken and that the balance is due within thirty (30) days of the invoice date. 5.5 COUNTY shall have sixty (60) days from the end of the term of the Agreement to liquidate all program obligations incurred during said term. COUNTY shall then submit the final invoice within sixty (60) days of the end of the term of the Agreement. CITY shall not be liable for any invoices submitted beyond sixty (60) days of the end of the term of the Agreement. 6.0 PROGRAM SUPERVISION ADMINISTRATOR shall appoint a GVS Unit SPO to oversee the daily operation and administration of this Agreement pursuant to the terms and conditions contained herein. 7.0 DISPUTES 7.1 If COUNTY and CITY fail to agree as to whether or not any work is within the scope of the requirements of this Agreement, CITY shall, within fifteen (15) working days, provide COUNTY with a written protest specifying in detail the manner in which the requirements of this Agreement were not fulfilled, and the proposed remedy. 7.2 ADMINISTRATOR agrees to furnish a written decision on the dispute within thirty (30) COUNTY working days after receipt of such protest. 8.0 STATUS OF COUNTY COUNTY is, and at all times shall be deemed to be, an independent contractor, and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CITY. COUNTY assumes exclusively the responsibility for the acts of its employees as they relate to the services to be provided during the course and scope of their employment. COUNTY, its agents, and employees shall not be entitled to any rights and privileges of CITY employees and shall not be considered in any manner to be CITY employees. Page 7 of 13