CARE AMBULANCE SERVICES INC. (2012-196)

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under either the First Tier Service or the Mutual Aid Service, except as specifically authorized in the Contract. CONTRACTOR's sole compensation will be the Contract Price it receives from CITY. In the event of a dispute between the Mutual Aid Provider and CONTRACTOR, the Mutual Aid Provider's sole remedy will be against CONTRACTOR. This fact will be clearly stated in the Mutual Aid Contract, and CONTRACTOR must agree to indemnify and defend CITY OF SANTA ANA against any claims or demands arising out of, or which are in any way related to, any services provided under the Mutual Aid Service. The Mutual Aid Contract will include similar provisions requiring the Mutual Aid Provider to indemnify CITY OF SANTA ANA for any claims or demands made by CONTRACTOR or other parties related to the 9-1-1 Emergency Transportation Services it may provide. 4. Billing A. CITY will be solely responsible for the billing and collection of all amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the City of Santa Ana, whether for services provided by CONTRACTOR, the Mutual Aid Provider, OCF A, CITY, or their respective employees, agents, volunteers, or subcontractors. CITY, in its discretion, will be free to bill for these services in whatever manner it may deem appropriate, and may combine billings for various services provided. CONTRACTOR and the Mutual Aid Provider will actively cooperate with CITY to provide whatever information or assistance CITY may reasonably require so that it can process customer/patient billings in a timely manner. This will include, but is not limited to, CONTRACTOR providing CITY with a detailed list of all the 9-1-1 Emergency Transportation Services provided by both the CONTRACTOR and the Mutual Aid Provider during the preceding month. The specific information to be provided by CONTRACTOR in the monthly reports will be determined by CITY, and may be modified by CITY from time to time to meet its reasonable needs. Failure to provide accurate information in a timely manner will constitute a material breach of this Agreement. B. The entire proceeds of all such billings and collection efforts will be the sole property of CITY OF SANTA ANA. Neither CONTRACTOR nor the Mutual Aid Provider will have any right to the proceeds of any billings or collections for services provided under the First Tier Service, the Mutual Aid Service or for any other services provided under this Agreement, unless specifically authorized in writing by CITY. CONTRACTOR must design its bid so that the amount bid as the Contract Price will be sufficient to provide the required level of services under both the First Tier Service and the Mutual Aid Service, without expecting any additional amounts in compensation. C. CITY OF SANTA ANA may amend this contract in the event the City of Santa Ana elects an optional bid proposal submitted by a contractor as part of the Phase II RFP process. 5. Term A. Effective Date. The effective date of this Agreement shall be 12 a.m. on September 20,2012, ("Effective Date"), at which time CONTRACTOR will assume full responsibility for the provision of 9- 1-1 Emergency Transportation Services within the CITY OF SANTA ANA. At the sole discretion of the OCF A on behalf of the City of Santa Ana, the Effective Date may be postponed in order to protect public health and safety, or in the event CONTRACTOR is for any reason unable to commence performance at that time. B. Initial Term. This Agreement is for an initial three (3) year term, beginning on the Effective Date and ending on 12 a.m. on September 20, 2015 (the "Initial Term"). The contract shall automatically expire at the end of the Initial Term unless extended as provided below. ETS91712 Page 4