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hoc training and exercise-, otn an as needed basis, Change Orders will be drafted by the UASI Grant <br />Coordinator, reviewed and approved by tine Contractor, Chen forwarded to (be Chief of Police atnd the City <br />'Manager for the City of Santa Ana. or their designees for approval. <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 />perfonnned under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) <br />in accordance with the payment provisions set forth in the teclunical specifications attached <br />as Exhibit B. Any compensation payable to Contractor shall be paid frons a portion of the <br />above -referenced UASI grant awarded to the City in the vnnoant of$2,253,140, whr`ch shrill <br />servo as the total amount payable for all training and exercise programs supplied under <br />RFQ No. 16-068. <br />b. Payment by City shall be trade within thirty (30) days following receipt of proper invoice <br />evidenohng work performed, subject to City accounting procedures. Payment need not be <br />made for work that fails to meet the standards of performance set forth in the Recitals which <br />may reasonably be. expected by City, <br />4. TERM <br />This Ag*reeinent shall commence on the date striated above and continue through August 15, 2019, <br />unless tennninated earner in accordance with Section 18, below. "Phe term of this Agreement may be <br />extended for a single (1) one-year period upon a writing executed by the City Manager and the City <br />Attorney, <br />S. INDEPENDENT CONTRACTOR <br />Contractor shall, cincing the entire term of this Agreement, be construed to be an independent <br />contractor and not an employae of the City. This Agreement is not intended nor sl'udl it be construed to <br />create an cnnployer-employee relationship, it joint venture relationsbip, or to allow the City to exercise <br />dincrction or control over the professional naumer in which Contractor performs the services which are the <br />subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in <br />a alarmer consistent with all applicable standards and regtitlatiom governing such services. Contractor shall <br />pay alll salaries and wages, employer's social security taxes, unaatployrnefit insuranco and similar taxes <br />relating to employees and shall be responsible for all applicable withholding faxes. <br />6. OWN RSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, <br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />spccifscatiorns, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medinrn of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded can computer diskettes, which are prepared or caused to be prepared by Contractor under <br />this Agreement (" Docrunents & Data"), Contractor shall require all subcontractors to agree in writing that <br />City is granted a non-exclusive and perpetual license Por any Documents & Data the subcontractor prepares <br />under this Agreement. Contractor represents and warrants that Contraetorhas the legal right to 'ficense any <br />and all Documents 8c Data. Contractor makes no such representtaF on and warranty in regard to Documents <br />& Data which were provided to Contractor by the City. City shall not be limited in any way in its use of <br />