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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 Consultant have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney' s office. Consultant 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 B, Cost Proposal. Any compensation payable to Contractor shall be paid from a portion of the above - referenced UASI grant awarded to the City. The cost for each exercise is $72,269.73, and the total for six (6) exercises is $433,618.38,which shall serve as the total amount payable for all training and exercise programs supplied under RFP No. 25-024A b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which 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 May 6,2025 for an initial three(3)year term with the option for the City to grant up to two (2), one (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney and subject to funding,unless terminated earlier in accordance with Section 18, below.