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b. In the event funding is not allocated for this project during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. c. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and continue until March 31, 2019, with the option for the City to grant an extension to this Agreement, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant 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 norshall 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. Neither party may enter into any agreement on behalf of the other. Furthermore, neither party may make any statements on behalf of the other party or attribute statements to the other party. 5. OWNERSHIP OF MATERIALS Consultant will be providing a customized FEMA course with a scenario customized specifically for the City of Santa Ana. Consultant shall grant to City a non-exclusive and perpetual license for the customizations and City -specific scenario Consultant prepares under this Agreement ("Customizations"). Consultant represents that Consultant has the legal right to license any and all Customizations. Consultant makes no such representation in regard to documents & data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Customizations at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE. City acknowledges that, because Consultant is an agency of the State of Texas, liability for 25C-4