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<br />G. Alternate forms of insurance, that meet the above requirements, must be approved by the
<br />CITY OF SANTA ANA's and OCFA's Risk Manager prior to awarding a contract and beginning any
<br />work under this Agreement.
<br />
<br />9. Indemnification
<br />
<br />CONTRACTOR agrees to defend, indemnify, hold free and harmless the CITY OF SANTA
<br />ANA and OCF A, 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 OCF A, or their respective officers, officials,
<br />agents, employees or volunteers, arising out of the performance of the CONTRACTOR, its employees,
<br />agents and/or authorized subcontractors, of the work undertaken pursuant to the Agreement, specifically
<br />including but not limited to the 9-1-1 Emergency Transportation Services.
<br />
<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 CONTRACTOR, its employees, agents and/or
<br />authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against
<br />the CITY OF SANTA ANA or OCF A, or their respective officers, officials, agents, employees or
<br />volunteers, based upon the work performed by the CONTRACTOR, its employees, agents and/or
<br />authorized subcontractors under this Agreement, whether or not the CONTRACTOR, its employees,
<br />agents and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
<br />Notwithstanding the foregoing, the CONTRACTOR shall not be liable for the defense or indemnification
<br />of the CITY OF SANTA ANA or OCF A 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 />
<br />10. Compliance with RFP Requirements for Operations, Personnel and Safety.
<br />
<br />Without limiting CONTRACTOR's duty to comply with other requirements of the RFP,
<br />Contractor understands that throughout the Term of this Agreement CONTRACTOR must remain in full
<br />compliance with the terms, conditions and requirements in each of the following sections of the RFP:
<br />
<br />A. Section 4 of the RFP, entitled "Operational Standards, Procedures and Performance
<br />Requirements."
<br />
<br />B. Section 5 of the RFP, entitled "Personnel Rules and Requirements."
<br />
<br />C. Section 6 of the RFP, entitled "Personal Safety Equipment."
<br />
<br />The failure of CONTRACTOR to abide by any of the requirements set forth in Sections listed
<br />above will be considered a breach of this Agreement, and will be grounds for termination.
<br />
<br />11. Assignment.
<br />A. Except as provided herein, CONTRACTOR may not delegate, transfer or assign its rights or
<br />otherwise transfer its obligations, in whole or in part, under the proposed contract to any other
<br />person or entity without first obtaining the prior written consent of the CITY OF SANTA ANA
<br />and OCF A and not for 180 days after the formal contract award. Any such assignment or transfer
<br />without the prior written consent of the CITY and OCF A shall be void; the attempted assignment
<br />shall constitute a breach of the Contract.
<br />
<br />ETS91712
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