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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.
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