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2. CHANGE ORDERS/AMENDMENTS <br />a. To maintain flexibility that allows first responders to address emerging and <br />unforeseeable threats, the ASAUA Homeland Security Regional Training and <br />Exercise Program will utilize a Change Order provision to request other training <br />and exercise courses at the City's request. Change Orders will be used to approve <br />training and/or exercises and can modify the existing scope of work for specialty <br />and other ad -hoc training and exercises on an as needed basis. Change Orders will <br />be drafted by the UASI Grant Coordinator, reviewed and approved by the <br />Contractor, then forwarded to the Chief of Police and the City Manager for the City <br />of Santa Ana or their designees for approval. <br />b. Any change order that contains any terms contrary to services provided within this <br />Agreement shall be void, unless City and Consultant have expressly agreed in a <br />writing, requiring approval by the City Manager and the City Attorney's office. <br />Consultant agrees and understands that substantive changes to the terms of the <br />Agreement are subject to approval by the City Council. <br />3. COMPENSATION <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Contractor under this Agreement. Contractor shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit B. <br />Any compensation payable to Contractor shall be paid from a portion of the above - <br />referenced UASI grant awarded to the City in the amount of $3,147,600, which <br />shall serve as the total amount payable for all training and exercise programs <br />supplied under RFQ No. 20-062. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work that fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />4. TERM <br />This Agreement shall commence on the date stated above and continue through November <br />30, 2023, unless terminated earlier in accordance with Section 18, below. The term of this <br />Agreement may be extended for up to two (2) one (1) year period upon a writing executed by the <br />City Manager and the City Attorney and subject to funding. <br />5. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Contractor <br />Page 2 of 11 <br />