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N-2024-122 Consultant shall indemnify and hold Santa Ana, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, causes of action, expenses, liabilities, losses, damages and injuries to property or persons, including wrongful death, to the extent caused by or arising out of any negligent acts or omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services under this Agreement, including, without limitation, the payment of reasonable attorney fees and other related costs and expenses. Consultant's services are for purposes of assisting and training the Santa Ana Police Oversight Commission on selected topics described more fully in Exhibit A, and are thus subject to a variety of privileges, including the attorney work product privilege. If Consultant receives from Santa Ana information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by Santa Ana. If you agree with the terms of this Letter of Agreement, please indicate by signing and dating where indicated below. An original, executed copy of this Letter of Agreement is enclosed for your records. • Y q1. 4is i3g_& Interim City Manager ATTEST. SANTA ANA CITY COUNCIL Velene Am.z,u. J.a'. l9,.i Tla. Val Plies V"... PMI B..,d JOMeNen Ryen Ka.ldex Oavle Penlo= Maya, Mayor Pm Tem, Wadi Wed Wad Wed Wed Wad me2m&Bsane an, Whan®sanla-areob.rdanrftaaneom I1anM.and,aRD1enla-eMOm doe.biaaD.N-an.,,