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__ City of Santa Ana Services, and to otherwise satisfy all of the terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement. Except where it may be specifically permitted in the Agreement, CONTRACTOR may not use any outside ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency Transportation Services to the CITY OF SANTA ANA, without first obtaining the prior written consent of the CITY OF SANTA ANA. Notwithstanding the granting of any such approval by the CITY OF SANTA ANA, nothing stated herein shall relieve CONTRACTOR of its duties and responsibilities under the Agreement, and any additional cost incurred shall not be charged to the County, CITY OF'SANTA ANA or OCFA. 16. Acts or Omissions of Representatives The acts and/or omissions of the owner(s), officers, operators, officials, employees, agents, and representatives of the CONTRACTOR inthe performance of the services and obligations under the Contract Documents shall constitute the acts and/or omissions of the CONTRACTOR. ' 17. Insolvency CONTRACTOR shall not, without the prior written consent of the OCFA Fire Chief or designee, suffer either the appointment of a receiver to take possession of all, or substantially all of the assets of CONTRACTOR, or make a general assignment of such assets for the benefit of creditors. Any such action taken or suffered by CONTRACTOR under any insolvency or bankruptcy proceeding constitutes a material breach of this Agreement by CONTRACTOR, and all property, equipment or materials assigned by OCFA, the CITY OF SANTA ANA and/or the County to CONTRACTOR related to the provision of services under this contract shall be automatically "released" by CONTRACTOR -and returned back to the possession and control of the CITY OF SANTA ANA and OCFA. Following the occurrence of any such event, the OCFA Fire Chief or designee may assign such property, equipment or materials to another 9-1-1 Emergency Transportation Services provider, in the CITY OF SANTA ANA's sole discretion. 18. Familiarity with Work By execution of this Agreement, CONTRACTOR warrants that: A. It has thoroughly investigated and considered the 9-1-1 Emergency Transportation Services to be performed; B. It possesses any and all licenses which are required under relevant local, State, or Federal law to perform the 9-1-1 Emergency Transportation Services contemplated by this Agreement, and shall maintain all appropriate licenses during the performance of this Agreement. City of Santa Ana Page 1 10E Fire/EMS Emergency Ambulance Transportation and Related Services Request for Proposals: # 18-059 August 28, 2018 19D-116