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Client shall be solely responsible for ensuring compliance with all applicable legal <br />requirements for the Outside Agency's access, to include necessary authorizations and <br />waivers. Granting Outside Agency access to Client's eSOPH system may be subject <br />to additional fees, as reflected in a Quote provided to Client. If a fee applies, the <br />designated User(s) from the Outside Agency will be added into the eSOPH System per <br />Client's request after a purchase order is received by MMI for the applicable fees. <br />After MMI has added the Outside Agency User's access to the eSOPH System for <br />Client's account, the User will have access to view Client's Data on designated <br />Applicants. Client may revoke an Outside Agency's or specific Outside Agency <br />User's access by submitting a written request to MMI. <br />2.2.2 Outside Agency Access: Limitation of Liability; Indemnification. For any Outside <br />Agency granted access pursuant to Client's written request, Client shall be solely <br />responsible for all acts, errors, omissions and/or any damage or hann arising from or <br />related to the Outside Agency's access to the eSOPH system, and MMI shall have no <br />liability to Client relating to such access, including but not limited to any delay in MMI <br />terminating such access after receiving Client's request to terminate the Outside <br />Agency's access. Client hereby agrees to defend, indemnify and hold harmless MMI <br />from any and all claims, damages, costs and expenses, including but not limited to <br />reasonable attorneys' fees and witness costs, arising from or related to an Outside <br />Agency's access to Client's eSOPH system and/or data. <br />IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on <br />the Effective Date stated above. <br />ATTEST:a CITY OF SANTA ANA: <br />O I I j� ��x ' <br />MARIA D. HUIZAR RAUL GODINEZ lI ��— <br />Clerk of the Council City Manager <br />APPROVED O RM: MILLER MENDEL, INC. <br />SONIA R. CARVALHO <br />City tt rney <br />B " <br />TAMA BO SIAN <br />Senior Assistant City Attorney <br />RECOMMENDED FOR APPROVAL: <br />David Val!nt <br />e of Police <br />By � 0. lMl. <br />Tyler Mi er, CEO <br />Page 2 of 2 <br />First Amended Agreement to the MSLSA <br />Effective November 1, 2017 <br />