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10. Termination -Effect on Prior Obligations. <br />Upon any termination of this AGREEMENT, OPERATOR's obligation to report and remit <br />operating agreement fees due and payable under the terms of this AGREEMENT for each month or <br />fraction of a month of a cannabis business operation engaged in within the City of Santa Ana prior to <br />termination of this AGREEMENT shall continue to be in effect. Past due penalties and late interest <br />charges shall continue to accrue and be applicable until all operating fees due under this <br />AGREEMENT are paid in full. OPERATOR's liability for any remaining unpaid past due penalties <br />and/or late interest charges shall continue until fully satisfied. <br />11. Remedies. <br />A. It is acknowledged by the parties that CITY would not have entered into this AGREEMENT if it <br />were to be liable in damages under this AGREEMENT, or with respect to this AGREEMENT <br />or the application thereof, except as hereinafter expressly provided. <br />B. Each of the parties hereto may pursue any remedy at law or equitable relief available for the <br />breach of any provision of this AGREEMENT, except that CITY shall not be liable in monetary <br />damages, unless expressly provided for in this AGREEMENT. <br />C. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, <br />termination, enforcement, interpretation or validity thereof, including the determination of the <br />scope or applicability of this agreement to arbitrate, shall be determined by arbitration in <br />Orange County California before three arbitrators. The arbitration shall be administered by <br />JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' <br />Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any <br />court having jurisdiction. This clause shall not preclude parties from seeking provisional <br />remedies in aid of arbitration from a court of appropriate jurisdiction. <br />12. Reimbursement Clause. <br />In consideration of the time and costs incurred by CITY in the drafting and implementation of this <br />AGREEMENT, OPERATOR agrees to pay $2,500 to CITY within thirty (30) days of execution of this <br />AGREEMENT. <br />13. Attorney Fees and Costs. <br />In any action or proceeding between CITY and OPERATOR brought to interpret or enforce this <br />AGREEMENT, or which in any way arises out of the existence of this AGREEMENT or is based upon <br />any term or provision contained herein, the "prevailing party" in such action or proceeding shall be <br />entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing <br />party may be entitled pursuant to this AGREEMENT, the prevailing party's reasonable attorneys' fees <br />and litigation costs, in an amount to be determined by the court. The prevailing party shall be <br />determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees <br />and costs recoverable pursuant to this Section 17 include those incurred during any appeal from an <br />underlying judgment and in the enforcement of any judgment rendered in any such action or <br />proceeding. <br />14. Notice. <br />Any notice, tender, demand, delivery, or other communication pursuant to this AGREEMENT shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner <br />provided in this section, to the following persons: <br />