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20. Failure to meet the on-time performance criteria as required in the RFP, as amended by <br />CONTRACTOR'S proposed 93% response time to Code 2 and Code 3 incidents. <br />21. The breach or default of, or a failure to comply with, any material provision of this <br />Agreement, any material provision of the RFP, or of any covenant specifically contained <br />herein or incorporated by reference. <br />B. Right to Cure. In the event of any dispute arising under this Agreement, the injured Party shall <br />notify the injuring Party in writing of its contentions by submitting a claim therefore. The injured <br />Party shall continue performing its obligations hereunder so long as the injuring Party cures any <br />default within thirty (30) days after service of the notice; provided, however, if a breach of this <br />Agreement creates an immediate danger to the health and safety or general welfare to the CITY <br />OF SANTA ANA, in the reasonable discretion of the Fire Chief or designee, may take immediate <br />action to remedy the breach itself and/or terminate this Agreement. <br />Notwithstanding the preceding, if the Fire Chief or designee finds that CONTRACTOR is <br />diligently proceeding with all steps necessary to cure such default, the Fire Chief or designee in <br />conjunction with the CITY OF SANTA ANA may, in his sole discretion, extend the time period <br />by which CONTRACTOR must cure such deficiencies, including the effective date of such <br />termination. <br />C. Waiver. No waiver of any Event of Breach or Default shall be valid or effective unless in <br />writing and signed by CITY OF SANTA ANA. Any waiver of any one Event of Default or Breach shall <br />not constitute, or be construed as creating, a waiver of any other Event of Default or Breach. <br />D. Action Following Termination. Should this Agreement be terminated for breach, <br />CONTRACTOR agrees that CITY and/or OCFA, in their discretion, may take immediate possession of <br />any CITY or OCFA materials, equipment, and supplies CONTRACTOR may have used in the <br />performance of the 9-1-1 Emergency Transportation Services. Notwithstanding the above, should this <br />Agreement be terminated for breach, CITY OF SANTA ANA or OCFA shall have the option to take over <br />the delivery of the 9-1-1 Emergency Transportation Services itself, using CITY personnel or contractors; <br />contract on a temporary emergency basis with other providers of emergency transport ambulance <br />services; seek new proposals for service; or such other option as may be deemed necessary and legally <br />available to CITY. <br />E. No Limitation on CITY's Rights. Nothing herein shall act as any limitation upon the remedies <br />available to CITY whether at law, or otherwise, in the event of a breach or default of this Agreement. <br />8.Insurance <br />A. Prior to beginning the provision of 9-1-1 Emergency Transportation Services under this <br />Agreement, CONTRACTOR must provide to the satisfaction of the CITY and OCFA, certificates of <br />insurance and endorsements evidencing the policy or policies of insurance in the types and amounts set <br />forth below. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and <br />keep in full force and effect, the following minimum scope of insurance coverage: <br />1) Commercial General Liability Insurance in an amount not less than $10,000,000 per <br />occurrence, written on an occurrence form. If the policy carries an annual aggregate, such <br />aggregate shall be in an amount not less than $10,000,000 per occurrence. <br />ETS91712 25F-1 21 Page 7