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NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants and
<br />promises herein contained and to avoid unnecessary litigation, it is hereby agreed by and between the
<br />Parties as follows:
<br />FIRST: Applicant has timely completed its applications for a medicinal RSP and an adult -use
<br />cannabis retail business RSP and paid all required fees. In consideration of the Applicant's voluntary
<br />surrender of its right to obtain a medicinal cannabis retail RSP at 1901 E. Carnegie Avenue, Unit A, and
<br />removal of such application from the medicinal cannabis retail waitlist, the City agrees to proceed to
<br />process the Applicant's adult -use RSP for 2904 South Oak Street in lieu of the 1901 E. Carnegie Ave.,
<br />Unit A premises in accordance with Section 40-9(1)(a) of the Santa Ana Municipal Code, which states in
<br />pertinent part that "[t]he Director of Planning and Building shall review such application and issue the
<br />RSP, without consideration of the merit based point system, so long as they satisfy all other requirements
<br />of this article and Chapter 18." The City further agrees to update its records, property lists, and online
<br />cannabis portal to include 2904 South Oak Street as the location for the Applicant's adult -use RSP.
<br />SECOND: This Agreement and compliance with this Agreement shall not in any way be
<br />construed as an admission by the City or Applicant of any unlawful or wrongful acts or other liability
<br />whatsoever, or as an admission by either of the Parties of any violation of the rights of the other Party
<br />or any person, violation of any order, law, statute, duty, or contract. The City and Applicant
<br />specifically disclaim any liability to or wrongful acts against each other or against any other person on
<br />the part of themselves, any related person, or any related predecessor entity or corporation, or its or
<br />their agents, representatives, or successors in interest and assigns, in relation to the matters addressed
<br />in this Agreement.
<br />THIRD: Applicant represents that, Applicant has not filed any complaints, claims, or actions
<br />against either the City or its officers, agents, directors, supervisors, employees, or representatives with
<br />any state, federal, or local agency or court and that Applicant will not do so at any time hereafter as it
<br />relates to this matter and that if any agency or court assumes jurisdiction of any complaint, claim, or
<br />action against the City on its behalf, Applicant will direct that agency or court to withdraw and dismiss
<br />the matter in its entirety with prejudice.
<br />FOURTH: Applicant represents and warrants that no portion of any claim, right, demand,
<br />action or cause of action that Applicant has or might have against City, or its officers, agents, directors,
<br />supervisors, employees, or representatives, or any portion of any recovery or settlement to which they
<br />may be entitled from City have been or will be assigned or transferred to any person, entity or
<br />corporation in any manner, including by way of subrogation, transfer or operation of law. In the event
<br />that any claim, demand, suit or lien has or should have been made or were instituted against City, or
<br />its officers, agents, directors, supervisors, employees, or representatives because of any such purported
<br />assignment, subrogation, transfer or lien, Applicant agrees to indemnify and hold harmless City, its
<br />officers, agents, directors, supervisors, employees, or representatives against any such claim, suit,
<br />demand, and to pay and satisfy any such claim, suit, demand or lien, including expenses of
<br />investigation, attorney's fees andcosts.
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