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~" City of Santa Ana <br />Contractor's sole compensation will be the Contract Price it receives from CITY OF <br />SANTA ANA. In the event of a dispute between the Mutual Aid Provider and Contractor, <br />the Mutual Aid Provider's sole remedy will be against Contractor. This fact will be <br />clearly stated in the Mutual Aid Contract, and Contractor must agree to indemnify and <br />defend CITY OF SANTA ANA against any claims or demands arising out of, or which <br />are in any way related to, any services provided under the Mutual Aid Service. The <br />Mutual Aid Contract will include similar provisions requiring the Mutual Aid Provider <br />to indemnify CITY OF SANTA ANA for any claims or demands made by Contractor or <br />other parties related to the 9-1-1 Emergency Transportation Services it may provide. <br />4. Billing <br />A. CITY OF SANTA ANA will be solely responsible for the billing and collection of all <br />amounts owed by customers/patients provided 9-1-1 Emergency Transportation Services in the <br />CITY OF SANTA ANA, whether for services provided by Contractor, the Mutual Aid Provider, <br />OCFA, CITY OF SANTA ANA, or their respective employees, agents, volunteers, or <br />subcontractors. CITY OF SANTA ANA, in its discretion, will be free to bill for these services in <br />whatever manner it may deem appropriate, and may combine billings for various services <br />provided. Contractor and the Mutual Aid Provider will actively cooperate with CITY OF <br />SANTA ANA to provide whatever information or assistance CITY OF SANTA ANA may <br />reasonably require so that it can process customer/patient billings in a timely manner. This will <br />include, but is not limited to, Contractor providing CITY OF SANTA ANA with a detailed list of <br />all the 9-1-1 Emergency Transportation Services provided by both the Contractor and the <br />Mutual Aid Provider during the preceding month. The specific information to be provided by <br />Contractor in the monthly reports will be determined by CITY OF SANTA ANA, and may be <br />modified by CITY OF SANTA ANA from time to time to meet its reasonable needs. Failure to <br />provide accurate information in a timely manner will constitute a material breach of this <br />Agreement. <br />B. The entire proceeds of all such billings and collection efforts will be the sole property <br />of CITY OF SANTA ANA. Neither Contractor nor the Mutual Aid Provider will have any right <br />to the proceeds of any billings or collections for services provided under the First Tier Service, <br />the Mutual Aid Service or for any other services provided under this Agreement, unless <br />specifically authorized in writing by CITY OF SANTA ANA. Contractor must design its bid so <br />that the amount bid as the Contract Price will be sufficient to provide the required level of <br />services under both the First Tier Service and the Mutual Aid Service, without expecting any <br />additional amounts in compensation. <br />C. CITY OF SANTA ANA may amend this contract in the event the City of Santa Ana <br />elects an optional bid proposal submitted by a contractor as part of the Phase II RFP process. <br />S. Term <br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 1 80 <br />June 14, 2012 <br />25F-99