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C) City of Santa Ana
<br />respective officers, officials, agents, employees or volunteers, arising out of the performance of
<br />the CONTRACTOR, its employees, agents and/or authorized subcontractors, of the work
<br />undertaken pursuant to the Agreement, specifically including but not limited to the 9-1-1
<br />Emergency Transportation Services.
<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 authorized
<br />subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its
<br />basis the negligence, errors, omissions or misconduct of the CONTRACTOR, its employees,
<br />agents and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit
<br />asserts liability against the CITY OF SANTA ANA or OCFA, or their respective officers,
<br />officials, agents, employees or volunteers, based upon the work performed by the
<br />CONTRACTOR, its employees, agents and/or authorized subcontractors under this Agreement,
<br />whether or not the CONTRACTOR, its employees, agents and/or authorized subcontractors are
<br />specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the
<br />CONTRACTOR shall not be liable for the defense or indemnification of the CITY OF SANTA
<br />ANA or OCFA for claims, actions, complaints or suits arising out of the sole negligence or
<br />willful misconduct of the 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 remain in
<br />full compliance with the terms, conditions and requirements in each of the following sections of
<br />the RFP:
<br />A. Section IV of the RFP, entitled "Operational Standards, Procedures and Performance
<br />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 listed
<br />above will be considered a breach of this Agreement, and will be grounds for termination.
<br />11. Assignment.
<br />A. Except as provided herein, Contractor may not delegate, transfer or assign its rights or
<br />otherwise transfer its obligations, in whole or in part, under the proposed contract to any
<br />other person or entity without first obtaining the prior written consent of the OCFA and
<br />not for 180 days after the formal contract award. Any such assignment or transfer without
<br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 1 88
<br />June 14, 2012
<br />25F-107
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