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2. CHANGE ORDERS/AMENDMENTS a. To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad -hoc training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and the City Manager for the City of Santa Ana or their designees for approval. b. Any change order that contains any terms contrary to services provided within this Agreement shall be void, unless City and Consultant have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney's office. Consultant agrees and understands that substantive changes to the terms of the Agreement are subject to approval by the City Council. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City in the amount of $3,147,600, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 20-062. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through November 30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the City Manager and the City Attorney and subject to funding. 5. INDEPENDENT CONTRACTOR Contractor 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 Contractor Page 2 of 12