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0 City of Santa Ana <br />A. Effective Date. The effective date of this Agreement shall be TBD hours on TBD, <br />("Effective Date"), at which time CONTRACTOR will assume full responsibility for the <br />provision of 9-1-1 Emergency Transportation Services within the CITY OF SANTA ANA. At <br />the sole discretion of the OCFA on behalf of the City of Santa Ana, the Effective Date may be <br />postponed in order to protect public health and safety, or in the event CONTRACTOR is for any <br />reason unable to commence performance at that time. <br />B. Initial Term. This Agreement is for an initial three (3) year term, beginning on the <br />Effective Date and ending on TBD hours on TBD (the "Initial Term"). The contract shall <br />automatically expire at the end of the Initial Term unless extended as provided below. <br />C. Extension. Upon the mutual written agreement of the parties, the contract may be <br />extended for up to two (2) additional one (1) year terms (for a possible total of 5 years). <br />Successful past performance during the initial contract period will be a critical factor in the <br />decision to grant an extension. The OCFA's decision to either grant or deny a contract <br />extension(s) shall be final. The decision to grant an extension shall be made by the OCFA on <br />behalf of the City of Santa Ana. At the end of the Initial Term, or at the end of contract extension <br />term(s) if granted, this Agreement shall automatically terminate (the Initial Term together with <br />any contract extension(s), if any, shall hereinafter be collectively referred to as the "Term"). <br />6. Termination <br />This Agreement may be terminated by the parties as hereinafter provided: <br />A. This Agreement may be terminated by either party, with or without cause, upon ninety <br />(90) days prior written notice to the other party. <br />B. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement for <br />Cause by providing CONTRACTOR seven (7) days prior written notice of termination for Cause <br />and the factors constituting Cause. <br />C. OCFA on behalf of the CITY OF SANTA ANA may terminate this Agreement <br />immediately if the OCFA Fire Chief or designee (in their reasonable discretion) determine that <br />continued operations by CONTRACTOR following the breach would constitute a danger to the <br />public health, safety or general welfare. <br />7. Breach of Agreement <br />A. Factors Constituting Breach and Cause. Factors constituting a breach of this <br />Agreement and also warranting Cause for termination include but are not limited to each of the <br />following: <br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 181 <br />June 14, 2012 <br />25F-100