|
3128/12
<br />and limits to provide adequate protection and PROVIDER shall promptly comply with such requirement.
<br />The CITY's and OCFA's requirements shall not be unreasonable, but shall be adequate in the sole
<br />opinion of the CITY and OCFA to protect against the kind and nature of risks which exists at the time a
<br />change of insurance is required, or thereafter.
<br />G. Alternate forms of insurance, that meet the above requirements, must be approved by the
<br />CITY's and OCFA's Risk Manager prior to awarding a contract and beginning any work under this
<br />Agreement.
<br />S. INDEMNIFICATION
<br />PROVIDER agrees to and shall indemnify and hold harmless the CITY, OCFA and their
<br />respective officers, officials, agents, employees, consultants, special counsel, and representatives from
<br />liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out
<br />of claims for personal injury, including death, and claims for property damage, which may arise from the
<br />direct or indirect operations of the PROVIDER or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the 9-1-1 Emergency Transportation Services.
<br />The defense obligation provided for hereunder shall apply without any advance showing of
<br />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 basis the
<br />negligence, errors, omissions or misconduct of the PROVIDER, its employees, agents and/or authorized
<br />subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the CITY or
<br />OCFA, or their respective officers, officials, agents, employees or volunteers, based upon the work
<br />performed by the PROVIDER, its employees, agents and/or authorized subcontractors under this
<br />Agreement, whether or not the PROVIDER, its employees, agents and/or authorized subcontractors are
<br />specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the PROVIDER
<br />shall not be liable for the defense or indemnification of the CITY or OCFA for claims, actions,
<br />complaints or suits arising out of the sole negligence or willful misconduct of the CITY or OCFA.
<br />9. AUDITS AND INSPECTIONS
<br />At any time during normal business hours, and as often as may reasonably be deemed necessary
<br />by CITY, CITY may observe and inspect PROVIDER'S business office, and PROVIDER must make
<br />promptly available to the CITY for its examination all of PROVIDER'S records that pertain to
<br />performance of the Agreement. The CITY may audit, examine, and copy any and all PROVIDER records
<br />pertaining to their performance of the Agreement, including but not limited to, personnel records, daily
<br />logs, conditions of employment, and all other data. Reasonable notice shall be given to PROVIDER prior
<br />to such inspection.
<br />10. PROVIDER RESPONSIBILITY
<br />Except as may be specifically stated herein to the contrary, it shall be the responsibility of
<br />PROVIDER to provide all Transportation Personnel with whatever resources and equipment are
<br />necessary to perform the 9-1-1 Emergency Transportation Services, and to otherwise satisfy all of the
<br />terms and conditions set forth in the Contract Documents at all times during the Term of this Agreement.
<br />Except where it may be specifically permitted in the Agreement, PROVIDER may not use any outside
<br />ambulance service providers or other resources to satisfy its obligations to provide 9-1-1 Emergency
<br />Transportation Services to the CITY, without first obtaining the prior written consent of the CITY.
<br />Notwithstanding the granting of any such approval by the CITY, nothing stated herein shall relieve
<br />7
<br />25G-9
<br />
|