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<br />C. Extension. Upon the mutual written agreement of the parties, the contract may be extended for <br />up to two (2) additional one (1) year terms (for a possible total of 5 years), by a writing executed by the <br />City Manager and the City Attorney. Successful past performance during the initial contract period will <br />be a critical factor in the decision to grant an extension. The CITY's decision to either grant or deny a <br />contract extension(s) shall be final. The decision to grant an extension shall be made with the concurrence <br />of OCFA. At the end of the Initial Term, or at the end of contract extension term(s) if granted, this <br />Agreement shall automatically terminate (the Initial Term together with any contract extension(s), if any, <br />shall hereinafter be collectively referred to as the "Term"). <br /> <br />6. Termination <br /> <br />This Agreement may be terminated by the parties as hereinafter provided: <br /> <br />A. This Agreement may be terminated by either party, with or without cause, upon ninety (90) <br />days prior written notice to the other party. <br /> <br />B. The CITY OF SANTA ANA may terminate this Agreement for Cause by providing <br />CONTRACTOR seven (7) days prior written notice of termination for Cause and the factors constituting <br />Cause. <br /> <br />C. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement immediately if <br />the OCF A Fire Chief or designee (in their reasonable discretion) determine that continued operations by <br />CONTRACTOR following the breach would constitute a danger to the public health, safety or general <br />welfare. <br /> <br />7. Breach of Agreement <br /> <br />A. Factors Constituting Breach and Cause. Factors constituting a breach of this Agreement and <br />also warranting Cause for termination include but are not limited to each ofthe following: <br /> <br />1. A failure by CONTRACTOR to perform the covenants and requirements set forth in the <br />Contract Documents in the time and manner specified, and as required by this Agreement. <br /> <br />2. Failure of CONTRACTOR to perform the 9-1-1 Emergency Transportation Services in a <br />manner which enables the CITY OF SANTA ANAlOCF A or CONTRACTOR to remain in <br />compliance with the requirements of the County of Orange Emergency Medical Services <br />("OCEMS") ambulance ordinance and related rules and regulations. <br /> <br />3. Supplying the CITY /OCFA with materially false or misleading information during the RFP <br />process or during the course of producing any required reports to the CITY or OCF A. <br /> <br />4. Willful falsification or unreasonable withholding of data supplied to the CITY OF SANTA <br />ANA or OCF A or to OCEMS during the Term of this Agreement, including but not limited <br />to: dispatch data, patient report data, response time data, financial data, or omission of other <br />data required under this Agreement. <br /> <br />5. Failure to meet the minimum vehicle deployment plan for ambulance service as described in <br />the RFP. <br /> <br />ETS91712 <br /> <br />Page 5 <br />