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City of Santa Ana
<br />privileges of City, County or OCFA, employees including, but not limited to, medical,
<br />unemployment, or workers' compensation insurance.
<br />3.13 INDEMNIFICATION
<br />CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA
<br />ANA and OCFA, and their respective officers, officials agents, employees and volunteers, at
<br />CONTRACTOR's sole expense, from and against any and all claims, actions, suits or other legal
<br />proceedings brought against the CITY OF SANTA ANA or OCFA, or their respective officers,
<br />officials, agents, employees or volunteers, arising out of the performance of the
<br />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 Service.
<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
<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 />The Mutual Aid Provider shall be required to include the same language in the Mutual Aid
<br />Contract, indemnifying the City of Santa Ana and OCFA to the same degree as Contractor.
<br />Phase 2 RFP: Emergency Ambulance Transportation and Related Services Page 1 26
<br />June 14, 2012
<br />25F-45
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