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i.OPERATOR's Regulatory Safety Permit is revoked by CITY or is not renewed by CITY, or <br />ii.OPERATOR transfers its Regulatory Safety Permit pursuant to Santa Ana Municipal Code section <br />40-12. <br />9. Termination Without Cause. <br />Upon mutual written agreement of the Parties, this AGREEMENT may be terminated with thirty <br />(30) days' notice. <br />10. Termination - Effect on Prior Obliaations. <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 <br />or fraction of a month of a cannabis business operation engaged in within the City of Santa Ana <br />prior to termination of this AGREEMENT shall continue to be in effect. Past due penalties and <br />late interest charges shall continue to accrue and be applicable until all operating fees due under <br />this AGREEMENT are paid in full. OPERATOR's liability for any remaining unpaid past due <br />penalties 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 <br />if it 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 <br />the 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 Orange <br />County California before three arbitrators. The arbitration shall be administered by JAMS pursuant <br />to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration <br />Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. <br />This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from <br />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 <br />of this 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 <br />upon any term or provision contained herein, the "prevailing party" in such action or proceeding <br />n <br />