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MOU — Discovery Cube Outdoor Science Park Feasibility City of Santa Ana Property required by the City, whether or not set forth in this MOU. Any due diligence investigations of the Property by Discovery Cube shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. Discovery Cube shall indemnify, defend, and hold harmless the City with respect to any and all activities of Discovery Cube or its agents directly or indirectly related to Discovery Cube's due diligence investigations on the Property. B. Provide availability of city plans (if any exist). C. After Discovery Cube is awarded grants to fully (or sufficiently) fund Outdoor Science Park, the City is committed to explore a long term partnership acceptable to both City and to Discovery Cube to use, develop, manage, and maintain the Outdoor Science Park. City is not committing to any particular use of the subject property through this MOU, as further environmental studies and approvals would be required, but rather is supporting Discovery's Cube's study of the feasibility of such a Project. 4. Agreement in Furtherance. In the event City and Discovery Cube need to enter into additional agreements in furtherance of grants, the parties will work together to negotiate reasonable terms for such agreements, but execution of any such agreements is left to the sole discretion of each party. 5. Indemnification/Hold Harmless. Discovery Cube shall indemnify, defend, and hold harmless the City, its City Council, officials, consultants, agents, and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, including reasonable attorney's fees, arising from Discovery Cube's performance of this MOU, with the exception of matters that are based upon the negligent or intentional acts or omissions of the City, its City Council, officials, consultants, agents and employees. 6. Term. The term of this MOU shall begin on ! l 2022 and shall remain in effect for the term of the two years or until a separate agreement is reached. 7. Termination of MOU. This MOU may be terminated by either party at any time for convenience by giving the other party ninety (90) calendar days' advance written notice. 8. Notice. During the term of this MOU, all notices shall be made in writing and either served personally, sent by first class mail, or sent by email provided confirmation of delivery is obtained at the time of facsimile transmission, addressed as follows: To: Joe Adams Chief Executive Officers Discovery Cube 2500 N. Main Street, Santa Ana, California 92705, Page 4