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I ORANCE ON FU', A-2016-241 �VDIIKMAY PROCEED UNTIL INSURANCI EXPIRFS CLER 2W DATE' AGREEMENT TO PROVIDE TRAINING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS THIS AGREEMENT is made and entered Into this 16th day of August, 2016 by and between Citygate Associates, LLC ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 6, 2016, the Santa Ana Police Department ("SAPD") issued Request for Qualifications No. 16-068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security -related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA") homeland Security Regional Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ("UASP') and administered by SAPD. The ASAUA consists of the Incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C. Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism, D. Contractor submitted a responsive proposal that was among those selected by the City. R In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor wider this Agreement will be perfonnned in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the nnutuaI and respective promises, and subject to the ternns and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES On an as -needed basis, and, at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though filly set fort h herein. In the perfonnance of all services, Contractor shall comply with the technical specifications provided in Section III of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. 2. CHANGE ORDERS 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