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Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures. CITY and EMPLOYER agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. EMPLOYER agrees to execute the CITY's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into EMPLOYER's account(s) with financial institutions. 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. 3. TERM This Agreement shall commence on the date first written above and end on June 30, 2026, unless terminated earlier in accordance with Section 15 below. The term of this Agreement may be extended by the CITY upon a writing by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR EMPLOYER shall, during the entire term of this Agreement, be construed to be an independent contractor 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 - EMPLOYER performs the services which are the subject matter of this Agreement; however, the - -_ services to be= provided -by -EMPLOYER shall be provided in a manner consistent with all applicable standards and regulations governing such services. EMPLOYER 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. INVENTIONS, PATENTS AND COPYRIGHTS a. Reporting Procedure. If any project produces patentable items patent rights, processes, or inventions in the course of work under a DOL grant, subgrant, or agreement, the EMPLOYER shall report the fact promptly and fully to the CITY. EMPLOYER shall also comply with any other applicable requirements, pursuant to 2 CFR Part 200 and DOL Exceptions pursuant to 2 CFR Part 2900. The CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement between the CITY and the DOL and its representative on these matters, the DOL shall determine whether to seek protection on the invention or discovery. The DOL and its representative shall determine how the rights in the invention or discovery, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with Patent Rights in Inventions Made with Federal Assistance, pursuant to 35 USC § § 200, et seq. E b. Intellectual Property Rights. EMPLOYER acknowledges and agrees that pursuant to 2 CFR Part 200 and DOL Exceptions 2 CFR Part 2900, the Federal Government reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise