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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. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximiun compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as 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 $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16 -068. b. 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 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 August 15, 2019, unless terminated earlier in accordance with Section 18, below. The tenn of this Agreement may be extended for a single (1) one -year period upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn 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 performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ( "Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this 25H 38