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4. BILLING
<br />a. CITY shall be responsible for the billing and collection of all amounts owed by
<br />customers/patients provided 9-1-1 Emergency Transportation Services in the City of Santa Ana, whether
<br />for services provided by PROVIDER, the Mutual Aid Provider, OCFA, City of Santa Ana, or their
<br />respective employees, agents, volunteers, or subcontractors. CITY, in its discretion, will be free to bill for
<br />these services in whatever manner it may deem appropriate, and may combine billings for various
<br />services provided. PROVIDER and the Mutual Aid Provider will actively cooperate with CITY to
<br />provide whatever information or assistance CITY may reasonably require so that it can process
<br />customer/patient billings in a timely manner. This will include, but is not limited to, PROVIDER
<br />providing CITY with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both
<br />PROVIDER and the Mutual Aid Provider during the preceding month. The specific information to be
<br />provided by PROVIDER in the monthly reports will be determined by CITY, and may be modified by
<br />CITY from time to time to meet its reasonable needs. Failure to provide accurate information in a timely
<br />manner will constitute a material breach of this Agreement.
<br />b. The entire proceeds of all such billings and collection efforts will be the sole property of
<br />CITY. Neither PROVIDER nor the Mutual Aid Provider will have any right to the proceeds of any
<br />billings or collections for services provided under the First Tier Service, the Mutual Aid Service or for
<br />any other services provided under this Agreement, unless specifically authorized in writing by CITY.
<br />PROVIDER's Contract Price shall be sufficient to provide the required level of service under both the
<br />First Tier Service and the Mutual Aid Service, without expecting any additional amounts in
<br />compensation.
<br />5. TERM
<br />a. The effective date of this Agreement shall be 0800 hours on April 20, 2012, ("Effective
<br />Date"), at which time PROVIDER will assume full responsibility for the provision of 9-1-1 Emergency
<br />Transportation Services within the City of Santa Ana. At the sole discretion of the CITY, the Effective
<br />Date may be postponed in order to protect public health and safety, or in the event PROVIDER is for any
<br />reason unable to commence performance at that time.
<br />b. This term of this Agreement is not to exceed 120 days. However, in the event City has not
<br />awarded an agreement for provision of EMS Transportation Services, the term of this Agreement may be
<br />extended for up to an additional thirty (30) day period upon a writing executed by the City Manager.
<br />6. INDEPENDENT CONTRACTOR
<br />a. PROVIDER shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the CITY, the County of Orange or OCFA. This
<br />Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint
<br />venture relationship, or to allow the CITY to exercise discretion or control over the professional manner
<br />in which PROVIDER performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by PROVIDER shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. PROVIDER shall pay all salaries and wages, employer's
<br />social security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes. The parties understand and agree that PROVIDER, its
<br />officers, agents and employees (which term specifically includes, but is not limited to, the Transportation
<br />Personnel) are not employees of the CITY, the County, or OCFA, and are not entitled to any of the rights,
<br />benefits, or privileges of City of Santa Ana, County, or OCFA employees including, but not limited to,
<br />medical, unemployment, or workers' compensation insurance.
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