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g. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an as-needed basis, and at the sole discretion of the City, Contractor shall conduct the training and/or exercise programs described in the Scope of Services provided in the RFPs and attached hereto as Exhibit A. Contractor's proposals are incorporated by reference as though fully set forth herein. In the performance of all services, Contractor shall comply and provide the required training/classes as set forth in Exhibit B, attached hereto. 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 Contractor have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney's office. Contractor 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 C, attached hereto. Any compensation payable to Contractor shall be paid from a portion of the above-referenced UASI grant awarded to the City. The cost for 0-305 USFA Type-3 Incident Management Team Service training per class is $27,989.00. The total amount to be expended during the term of this Agreement shall not exceed $279,890.00.