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CONTRACTOR its agents and employees are as to the CITY, County and OCFA, wholly independent
<br />contractors and that CONTRACTOR's obligations to the CITY and OCFA are solely those prescribed by
<br />the Contract Documents.
<br />C. CITY, the County, and OCFA have no responsibility whatsoever for the payment of any
<br />wages, salary, health benefits, retirement benefits, taxes, or any other benefits that may be due to
<br />CONTRACTOR's employees and agents performing 9-1-1 Emergency Transportation Services under this
<br />Agreement, specifically including but not limited to the Transportation Personnel. CONTRACTOR
<br />further acknowledges and agrees that the CITY, the County, and OCFA have no responsibility
<br />whatsoever for the filing of any employer related documentation (tax forms, payroll, or otherwise) with
<br />the federal, state or local governmental authorities, concerning those persons CONTRACTOR assigns to
<br />perform 9-1-1 Emergency Transportation Services under this Agreement. The preparation and filing of all
<br />employee related documentation shall be the sole responsibility of CONTRACTOR.
<br />14. Compliance with Laws
<br />All services provided by CONTRACTOR pursuant to the Contract Documents must be rendered
<br />in full compliance with all applicable federal, state, and local laws, rules, statutes, and regulations. It will
<br />be CONTRACTOR's sole responsibility to determine which federal, state, and local laws, rules, statutes,
<br />and regulations apply to the services to be performed pursuant to the Contract Documents, and to
<br />maintain compliance at all times throughout the Term of this Agreement.
<br />15. Responsibility
<br />Except as may be specifically stated herein to the contrary, it shall be the responsibility of
<br />CONTRACTOR to provide all Transportation Personnel with whatever resources and equipment are
<br />necessary to perform the 9-1-1 Emergency Transportation Services, and to otherwise satisfy all of the
<br />terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement.
<br />Except where it may be specifically permitted in the Agreement, CONTRACTOR may not use any
<br />outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1
<br />Emergency Transportation Services to the CITY OF SANTA ANA, without first obtaining the prior
<br />written consent of the CITY. Notwithstanding the granting of any such approval by the CITY, nothing
<br />stated herein shall relieve CONTRACTOR of its duties and responsibilities under the Agreement, and any
<br />additional cost incurred shall not be charged to the County, CITY or OCFA.
<br />16. Acts or Omissions of Representatives
<br />The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and
<br />representatives of the CONTRACTOR in the performance of the services and obligations under the
<br />Contract Documents shall constitute the acts and/or omissions of the CONTRACTOR.
<br />17. Insolvency
<br />CONTRACTOR shall not, without the prior written consent of the CITY and OCFA Fire Chief or
<br />designee, suffer either the appointment of a receiver to take possession of all, or substantially all of the
<br />assets of CONTRACTOR, or make a general assignment of such assets for the benefit of creditors. Any
<br />such action taken or suffered by CONTRACTOR under any insolvency or bankruptcy proceeding
<br />constitutes a material breach of this Agreement by CONTRACTOR, and all property, equipment or
<br />materials assigned by OCFA, the CITY OF SANTA ANA and/or the County to CONTRACTOR related
<br />to the provision of services under this contract shall be automatically "released" by CONTRACTOR and
<br />ETS91712 25F-126 Page 12
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