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hoc training and exercises on an as needed basis, Change Orders will be drafted by the UASI Grant <br />Coordinator, reviewed and approved by the Contractor, then forwarded to the Chief of Police and 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 />performed 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 technical specifications attached <br />as Exhibit B. Any compensation payable to Contractor shall be paid from a portion of the <br />above -referenced UASI grant awarded to the City in the amount of $2,253,140, which shall <br />serve as the total amount payable for all training and exercise programs supplied under <br />RPQ No. 16-068. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing 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 Agreement shall commence on the date stated above and continue through August 15, 2019, <br />unless terminated earlier in accordance with Section 18, below. The 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 />5. INDEPENDENT CONTRACTOR <br />Contractor shall, dining the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner 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 manner consistent with all applicable standards and regulations governing such services. Contractor shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br />6. OWNERSHIP 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 />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under <br />this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that <br />City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares <br />under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any <br />and all Documents & Data. Contractor makes no such representation 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 />2 <br />