Laserfiche WebLink
8. Indemnification <br />CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY <br />OF SANTA ANA and OCFA, and their respective officers, officials, agents, employees <br />and 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 this Agreement, specifically <br />including 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 <br />SANTA ANA or OCFA, or their respective officers, officials, agents, employees or <br />volunteers, based upon the work performed by the CONTRACTOR, its employees, <br />agents and/or authorized subcontractors under this Agreement, whether or not the <br />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 <br />SANTA ANA or OCFA for claims, actions, complaints or suits arising out of the sole <br />negligence or willful misconduct of the CITY OF SANTA ANA or OCFA. <br />9. Compliance with RFP Requirements for Operations, Personnel and Safety. <br />Without limiting CONTRACTOR's duty to comply with other requirements of the <br />RFP, CONTRACTOR understands that throughout the Term of this Agreement <br />CONTRACTOR must remain in full compliance with the terms, conditions and <br />requirements in each of the following sections of the RFP: <br />A. Section 4 of the RFP, entitled "Operational Standards, Procedures and <br />Performance Requirements." <br />B. Section 5 of the RFP, entitled "Personnel" <br />C. Section 6 of the RFP, entitled "Supplies, Equipment and Vehicles." <br />The failure of CONTRACTOR to abide by any of the requirements set forth in <br />Sections listed above will be considered a breach of this Agreement, and will be <br />grounds for termination. <br />13 <br />250-21 <br />