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<br />__ City of Santa Ana
<br />Both parties in the performance of the Contract shall be acting in an independent
<br />capacity of Santa Ana one from the other, and not as agents, employees, partners, or
<br />pursuant to a joint venture with one another. The parties understand and agree that
<br />Contractor and its employees (which term specifically includes, but is not limited to, the
<br />Transportation Personnel) are not employees of the City, the County or OCFA, and are
<br />not entitled to any of the rights, benefits, or privileges of City, County or OCFA, employees
<br />including, but not limited to, medical, unemployment, -or workers' compensation
<br />insurance.
<br />3.13 INDEMNIFICATION
<br />CONTRACTOR agrees to defend,'indemnify, hold free and harmless the CITY OF
<br />SANTA ANA and OCFA, and their respective officers;'officials agents, employees and
<br />volunteers, at CONTRACTOR's sole expense, from and against any and all claims,
<br />actions, suits or other legal proceedings brought against the CITY OF SANTA ANA or
<br />OCFA, or their respective officers, officials, agents, employees or volunteers, arising out
<br />of the performance of the CONTRACTOR, its employees, -agents and/or authorized
<br />subcontractors, of the work undertaken pursuant to the Agreement, specifically including
<br />but not limited to the 9-1-1 Emergency Transportation Service.
<br />The defense obligation provided for hereunder shall apply without any advance showing
<br />of negligence or wrongdoing by the CONTRACTOR, its employees, agents and/or
<br />authorized subcontractors, but shall be required whenever any claim, action, complaint,
<br />or suit asserts as its basis the negligence, errors, omissions or misconduct of the
<br />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 />City of Santa Ana Page 132
<br />Fire/EMS Emergency Ambulance Transportation and Related Services
<br />Request for Proposals: # 18-059
<br />August 28, 2018
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