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NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms <br />and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />On an as -needed basis, and at the sole discretion of the City, Contractor shall conduct the training <br />and/or exercise programs described in the Scope of Services provided in the RFP and attached hereto as <br />Exhibit A. Contractor's proposal is incorporated by reference as though fully set forth herein. In the <br />performance of all services, Contractor shall comply and provide the required training/classes as set forth <br />in Exhibit B, attached hereto. <br />2. CHANGE ORDERS/AMENDMENTS <br />a. To maintain flexibility that allows first responders to address emerging and unforeseeable threats, <br />the ASAUA Homeland Security Regional Training and Exercise Program will utilize a Change <br />Order provision to request other training and exercise courses at the City's request. Change Orders <br />will be used to approve training and/or exercises and can modify the existing scope of work for <br />specialty and other ad -hoe training and exercises on an as needed basis. Change Orders will be <br />drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded <br />to the Chief of Police and the City Manager for the City of Santa Ana or their designees for <br />approval. <br />b. Any change order that contains any terms contrary to services provided within this Agreement <br />shall be void, unless City and Contractor have expressly agreed in a writing, requiring approval by <br />the City Manager and the City Attorney's office. Contractor agrees and understands that <br />substantive changes to the terms of the 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 Contractor under <br />this Agreement. Contractor shall be paid only for actual services performed under this Agreement <br />at the rates and charges identified in Exhibit C, attached hereto. Any compensation payable to <br />Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the City. <br />The total amount to be expended during the term of this Agreement shall not exceed $189,875. <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made <br />for work which fails to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by City. <br />rommorow"TU31 <br />This Agreement shall commence on the date first written above through November 20, 2026, with <br />the option for the City to grant up to two (2), one (1) year renewals, exercisable by a writing by the City <br />Manager and the City Attorney, unless terminated earlier in accordance with Section IS, below. <br />