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means. Confidential information disclosed to either party by any subsidiary and/or agent of <br />the other party is covered by this MOU. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sorrltces; (b) is, through no fault of WISEPiace disclosed in a publicly available <br />source; (c) is in rightful possession of WISEPIace without an obligation of confidentiality; <br />(d) is required to be disclosed by operation of law; or (e) is independently developed by <br />WISEPIace without reference to information disclosed by the City of Santa Ana. <br />7. ACCESSABILITY: WISEPiace will assure that its services and premises are accessible to <br />persons with disabilities pursuant to the requirements of the Americans with Disabilities Act. <br />8. HOLD HARMLESS CLAUSE: Each party to this MOU agrees to indemnify and hold <br />harmless the other parties, their officers, agents, employees, and volunteers from and against <br />any and all loss or damage, and from any and all suits, actions and claims filed or brought by <br />any person or persons arising out of acts or omissions of the party or its officers, agents, <br />employees or volunteers in the performance of this MOU. <br />9. DISPUTES: The parties shall first attempt to resolve all disputes informally. Any party <br />may call a meeting of all parties to discuss and resolve disputes. Should informal resolution <br />efforts fail, the dispute shall be referred to the City Manager to act as mediator, to attempt to <br />resolve the dispute by holding an informal hearing with presentations by both parties. If the <br />City Manager's resolution efforts fail, any party may file a grievance with the City Manager <br />for review and hearing. The parties agree to be bound by the final determination resulting <br />from that procedure. Each party to bear its own costs associated with any grievance <br />procedures. <br />104 DISCRIMINATION: WISEPIace shall not discriminate because of race, color, creed, <br />religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as <br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. WISEPiace affirms that it is <br />an equal opportunity employer and shall comply with all applicable federal, state and local <br />laws and regulations. <br />11. SEVERABILITY: If any part of this MOU is found to be null and void, or is otherwise <br />stricken, the rest of this MOU shall remain in force. <br />12. JURISDICTION: Jurisdiction over any disputes arising under this MOU shall reside in <br />Orange County, California. <br />13. AUTHORITY AND SIGNATURES: The individuals signing this MOU or its attachments <br />have the authority to commit the party they represent to the terns of this MOU, and do so <br />commit by signing. <br />