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0City of Santa Ana <br />subcontractors, of the work undertaken pursuant to the Agreement, specifically including <br />but not limited to the 9-1-1 Emergency Transportation Services. <br />The defense obligation provided for hereunder shall apply without any advance <br />showing of negligence or wrongdoing by the CONTRACTOR, its employees, agents <br />and/or authorized subcontractors, but shall be required whenever any claim, action, <br />complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of <br />the CONTRACTOR, its employees, agents and/or authorized subcontractors, and/or <br />whenever any claim, action, complaint or suit asserts liability against the CITY OF SANTA <br />ANA or OCFA, or their respective officers, officials, agents, employees or volunteers, <br />based upon the work performed by the CONTRACTOR, its employees, agents and/or <br />authorized subcontractors under this Agreement,,whether or. not the CONTRACTOR, its <br />employees, agents and/or authorized subcontractors are specifically named or otherwise <br />asserted to be liable. Notwithstanding the foregoing, the CONTRACTOR shall not be <br />liable for the defense or indemnification of,the CITY OF SANTA ANA or OCFA for claims, <br />actions, complaints or suits arising out of the sole negligence or willful misconduct of the <br />CITY OF SANTA ANA or OCFA. <br />10. Compliance with RFP Requirements for Operations, Personnel and Safety. <br />Without limiting Contractor's duty to comply with other requirements of the RFP, <br />Contractor understands that throughout the Term of this Agreement Contractor must <br />remain in full compliance with the terms, conditions and requirements in each of the <br />following sections of the RFP: <br />A. Section IV bf the RFP,. entitled "Operational Standards, Procedures and <br />Performance Requirements:" <br />B. Section V of the RFP, entitled "Personnel Rules and Requirements." <br />C. Section VI of the RFP, entitled "Personal Safety Equipment." <br />The failure of Contractor to abide by any of the requirements set forth in Sections <br />listed above will be considered a breach of this Agreement, and will be grounds for <br />termination. <br />11. Assignment. <br />A. Except as provided herein, Contractor may not delegate, transfer or assign its <br />rights or otherwise transfer its obligations, in whole or in part, under the proposed <br />contract to any other person or entity without first obtaining the prior written <br />consent of the OCFA and not for 180 days after the formal contract award. Any <br />such assignment or transfer without the prior written consent of the OCFA shall be <br />void; the attempted assignment shall constitute a breach of the Contract. <br />City of Santa Ana Page 1 103 <br />Fire/EMS Emergency Ambulance Transportation and Related Services <br />Request for Proposals: # 18-059 <br />August 28, 2018 <br />19D-113 <br />