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,'vision" for reuse of the site based on the results of the community outreach. Outreach techniques would be selected based on the best fit for the community. These could include conventional community meetings, but other outreach methods, such as use of online survey tools and focus groups, will also be considered. Special efforts will be undertaken to solicit input from non-English speaking community members. Planning Commissioners and elected officials of both cities would receive a presentation on the outcome of the outreach effort and vision developed for the Property. The vision would inform development of land use planning alternatives. Each Party's City Manager is authorized to enter into a professional services agreement and to commit no more than $25,000 each, for a total of $50,000 shared equally between the Parties, towards the work of the Community Facilitator consultant. (c) To facilitate the process of hiring the consultants, the Parties will collaborate in the selection of the consultants. Implementation of the professional services agreements may require Garden Grove to serve as the primary Party to engage the consultants, in which case Santa Ana agrees to reimburse Garden Grove for its share of the costs subject to the amounts described in Sections 3(a) and 3(b). 4. Master Developer Solicitation. Concurrent with the hiring of the Economic Advisory Consultant and the Community Facilitator, the Parties will prepare a solicitation (RFQ or RFP) for a Master Developer, which may include the selection of a neutral Third Party Facilitator to assist with the solicitation process of a Master Developer. The solicitation is intended to enable the Parties to select a Master Developer to begin working with the Parties to undertake land use planning of the Property based on the vision developed through the community outreach process. 5. Mutual Indemnification. Each Party to this Agreement is responsible for its own acts or omissions. Each Party represents that it is self-insured, participates in a joint powers agreement with other governmental entities, or maintains policies of insurance against public liability, property damage, automobile liability and worker's compensation as it may be prudent or as required by law. (a) Pursuant to California Government Code Section 895.4, Santa Ana agrees to indemnify, defend with counsel approved in writing and hold harmless Garden Grove, its elected officials, board members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including, without limitation, court costs, reasonable attorneys' fees, and expert witness fees, arising out of, in connection with or in any way related to the negligence and willful misconduct of Santa Ana relating to this Agreement. (b) Pursuant to California Government Code Section 895.4, Garden Grove agrees to indemnify, defend with counsel approved in writing and hold harmless Santa Ana, its elected officials, council members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, 2 1301365.1