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G. The County shall control the management and operational plan for the Site, as well as the types of clients who are served at the Site. The County shall operate the Site as a homeless shelter for 15 years, after which the County may use the site for any use, in its sole and absolute discretion. H. Once the Site is operational as a homeless shelter, the County shall discontinue the Santa Ana armory program, as well as the Courtyard. II. COST SHARING BETWEEN THE PARTIES A. If a fee simple interest in the Site is acquired by the City either through purchase or by other means, the County agrees to pay up to ten million dollars ($10,000,000). However, in no event shall the County be obligated to pay more than the amount for which the City acquires the Site or an alternative site. B. If the City acquires a leasehold interest in the Site, County agrees to pay the lease costs for a period of no less than 15 years. The Parties will use their best efforts to secure a lease that is commercially reasonable for the Site or an alternative site. C. On a one time basis, at the time that possession of the Site is given to the County, the City shall allocate all of its $3,500,000 of State Homeless Emergency Aid Program dollars to the County to fund the County's acquisition and improvement costs for the Site. D. On an annual basis beginning on the date that possession of the Site is given to the County, and on the anniversary of that date thereafter for the entire time the Site is operated as a homeless shelter, the City shall allocate $1,000,000 to the County for the operation and administration of the Site. E. If the Site is not acquired by lease, purchase, or other means within twelve months of the Effective Date, and no alternative site(s) is acquired within that time for the same purpose, this Memorandum shall be terminated without any additional action and have no force or effect, unless the Parties otherwise agree in writing to extend this Memorandum for a period of time. F. In the event an alternative site(s) is secured for the purposes described herein during the time when this Memorandum is effective, the provisions in Section II shall equally apply. III. MISCELLANEOUS A. The Parties shall indemnify, defend with counsel approved in writing, save and hold each of its elected officials, officers, directors, agents and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or expenses, of every type and description to which they may be subjected arising out of any act or omission of, its employees, representatives, agents and independent contractors in connection with the implementation of the actions described in this Agreement. The Parties' duties and obligations under this paragraph shall survive termination or expiration of this Agreement. B. Upon the execution of this Memorandum, City and County shall cooperate and establish a working team to advance the acquisition and development of the Site, or an alternative site(s), for the purposes described herein. C. Neither Party shall have the right to assign this Memorandum without the express written approval of the other Party. This Memorandum shall be binding upon and inure to the benefit of the Parties and their permitted successors, assigns and legal representatives. D. This Memorandum contains the entire agreement between the Parties with respect to the acquisition of the Site and initial and ongoing funding, though not for the operation of the Site. No alteration or variation of the terms of this Memorandum shall be valid unless made in writing and signed Page 2 of 4