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A-2020-180-01 <br />W(, 'FdCEF1 <br />FIRST AMENDMENT TO SETTLEMENT AGREEMENT <br />001 <br />THIS FIRST AMENDMENT TO SETTLEMENT AGREEMENT ("First Amendment"), <br />is made and entered into as of the ?3 day of july 2021, by and between the City of Santa <br />Ana, on the one hand, and The Russell Fischer Partnership, LP ("RF"), on the other hand, <br />(collectively "Parties," or individually "Party"). <br />RECITALS <br />WHEREAS, the Parties entered into a Settlement Agreement, a copy of which is attached <br />hereto, (the "Original Settlement Agreement"); and <br />WHEREAS, pursuant to the Original Settlement Agreement, the City acknowledged that, in <br />the event the City rescinds the 2019 Proj ect Approvals, the rescission would include all conditions of <br />approval on the 2019 Approvals including RF's indemnity obligation with certain exceptions set <br />forth in the Original Settlement Agreement (Section 2); and <br />WHEREAS, by this First Amendment, the Parties desire to amend the Original Settlement <br />Agreement such that RF will continue to defend and indemnify the City as provided for in the 2019 <br />Approvals, even if the City were to rescind such approvals. <br />NOW, THEREFORE, in consideration of the promises contained in the Original Settlement <br />Agreement, City and RF agree as follows: <br />1. Amendment to Section 1. The Parties agree to amend Section 1 of the Original <br />Settlement Agreement to read as follows (new language is underlined): <br />The City shall take all necessary actions to process and consider the rescission of the 2019 <br />Approvals. The Parties acknowledge and agree that the City retains its discretion as to whether or <br />not to rescind the 2019 Approvals. The City acknowledges and agrees that the 2018 Approvals have <br />not expired and were not rescinded by the City, and therefore are valid and in full force and effect. <br />Notwithstanding, in the event the 2019 Project Approvals are rescinded. RF agrees to honor all <br />indemnity obligations set forth in the 2019 Project Approvals and Joint Nondisclosure Indemnity <br />and Litigation Defense Agreement ("JDA") between the Parties. <br />2. Sections 2, 3, and 4 Deleted. Sections 2, 3, and 4 of the Original Settlement <br />Agreement are hereby deleted in their entirety. <br />3. Amendment to Section 6. The Parties agree to amend Section 6 of the Original <br />Settlement Agreement to read as follows (new language is underlined and deleted language is <br />stricken): <br />The Parties shall take such steps and execute such other documents as may be reasonably <br />necessary to comply with the provisions of this Agreement. Notwithstanding the foregoing, by <br />executing this Agreement, the Parties acknowledge and agree that the Real Parties shall have no <br />obligation to further participate in the Litigation , ' , <br />obligation te oppose Plaintiff-s'eMt4s to obtain ajudgment against the Defendants and Real Pa#1e& <br />5 5394.00000\33 50206 1.1 <br />