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Santa Ana Police Department Chief of Police (or his authorized designee) for inspection, review, and approval prior to any distribution of the material. Producer will submit two (2) copies of such footage to the Chief of Police (or his authorized designee) to determine whether any of the footage contains any footage that (i) contains confidential information as to the confidential practices and policies of the Department (i.e., information not generally available to the public at large and related to Department's investigative techniques and/or operations), (ii) may jeopardize or hinder the Department's effectiveness (including undercover investigations) and/or which may increase the risk o liability or injury to the Department or its employees, and/or (iii), in the Department's reasonable belief, defames or is derogatory of the Department or its employees. The footage will be treated as proprietary information belonging to the Producer and will only be viewed by the Chief of Police (or his designated representative). Within ten (10) days after the Department's receipt of said footage, the Department shall notify Producer in writing of any objections or scenes that are to be excluded from the Program by listing such objections or scenes based on the criteria listed above, on a form provided by the Producer to the Department that identifies the date, officer, description and time code of such scenes, if applicable. Notwithstanding Paragraph 14 below,. Producer shall exclude any such objections or scenes (based on the criteria set forth above) from the Program and such objectionable content shal l not be used for any other purpose. If the Department does not furnish Producer with such specific written notice as to the objectionable content (based on the criteria set forth above) within the footage within ten (10) days after the footage is initially received by the Department for approval, such footage shall automatically be deemed to be approved. 5. The use of any footage shall require Producer to obtain appropriate clearances from all individuals shown or depicted in the footage. Producer shall; also obtain the appropriate appearance agreement and release of any and all participants in the Program. City shall not be responsible for Producer's failure to obtain such clearances. 6. Producer agrees to indemnify and hold harmless the City of Santa Ana, its officers, employees, agents and volunteers from and for any and all claims, demands, rights of action, or cause of action, present or future, whether the same be known, anticipated, or unanticipated, resulting from or arising out of the actions or omissions of Producer's personnel, agents, employees, contractors or authorized third parties in connection with the filming anchor production of the Program, including Producer's breach of this agreement. Such indemnification does not extend to any incidences of gross negligence, malicious actions or omissions or intentional misconduct by the City of Santa Ana, its officers, employees, and/or agents. 7. The City and the Department hereby represent, warrant and agree that the City and the Department have the right and authority to make and enter into this agreement and to grant Producer the Granted Rights; except as provided in Paragraphs 2, 4, and 5 herein, no other consents or authorizations are necessary or required to permit the full use and enjoyment by Producer of the Granted Rights; and the use of the Granted Rights, in accordance with the terms and conditions of this agreement, does and will not violate or NIS r: OR01287r r t.ocati m Agmt and RelmuJ City of Santa Tina