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Home My WebLink AboutFRANCY, CHRISTOPER (2)-2017N-2017.155 INDEMNITY AGREEMENT °'1 This Indemnity Agreement (this "Agreement") is made as of July% 2017, by and among CHRISTOPHER FRANCY ("Mr. Francy") and the CITY OF SANTA ANA ("City"). RECITALS WHEREAS, on February 2, 2015, through an Independent selection process, Purple Hollistic was granted the right to obtain a Regulatory Safety Permit ("RSP") by the City of Santa Ana to operate a Medical Marijuana Collective at 1901 East Carnegie Avenue, Unit A, Santa Ana, CA, 92707 (the "Property"). WHEREAS, Mr. Franey applied on Purple Hollistic's behalf; WHEREAS, Mr. Franey has a lease option for the Property to operate a medical marijuana dispensary there; WHEREAS, the Property where Purple Hollistic proposes to operate a medical marijuana dispensary is controlled by a commercial association known as Sircotlrvine Business .Park II ("Association"); WHEREAS, the City requires all RSP permit applicants whose property is controlled by a commercial association to subunit a letter from that association acknowledging the proposed use of the property as a medical marijuana dispensary; WHEREAS, when Mr. Franey submitted his application, the Association did not prohibit his propose operation of a medical marijuana dispensary at the Property; WHEREAS, the Association now refuses to provide the letter as requested; WHEREAS, Mr. Franey is involved in a dispute (the "Dispute") with the Association regarding the operation of a medical marijuana dispensary at the Property; WHEREAS, the City is not party to the Dispute; WHEREAS, Mr. Franey cannot obtain an authorization letter from the Association until the Dispute is resolved; WHEREAS, Purple Hollistic's RSP application requires an authorization letter from the Association to complete its RSP application; WHEREAS, Purple Hollistic's RSP application deadline is fast approaching, and will ;pass before the Dispute is resolved; WHEREAS, Purple Hollistic wishes to proceed with the processing of its RSP application and Mr. Francy agrees to indemnify the City with respect to any and all challenges by the Association resulting from the City's potential future issuance of the RSP and or any Building Permit to Purple Hollistic. NOW, THEREFORE, in consideration of the premises above, the mutual promises of the parties herein, and other good and valuable consideration, the sufficiency of which is hereby confirmed and acknowledged by the parties, the parties agree as follows: 1. Acceptance of Application for Regulatory Safety Permit. The City shall permit Purple Hollistic to proceed with his application for a Regulatory Safety Permit ("RSP") for the operation of a medical marijuana dispensary at the Property as authorized under Article 18 of Chapter 18 of the Santa Ana Municipal Code ("SAMC") upon execution of this Agreement, which shall serve as a substitute for the letter of authorization from the Association. The fully executed Agreement shall be deemed to satisfy the letter requirement of the SAMC. The City's acceptance of the Agreement is done solely to satisfy the requirement of the submission of the letter and shall not be deemed to represent, promise or guarantee the future issuance of a Building Permit or RSP. 2. Indemnification. To the fullest extent permitted by applicable law, Mr. Franey shall indemnify, defend, and hold harmless the City, its agents and/or employees, from any and all expenses, attorney's fees, costs, losses, claims, demands, causes of action, damages, judgment liens, encumbrances, orders, awards or other legal liability attributable to any claims by the Association with respect to the City's acceptance of this Agreement in -lieu of a letter and any future issuance of a Building Permit or RSP to Mr. Franey for operation of a medical marijuana collective located at the Property should Mr. Franey qualify for such permits. 3. Successors and Assigns. Assignment. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective executors, administrators, successors and assigns and shall not be enforceable by or inure to the benefit of any third party. 4. Revocation of RSP. In the event that, the City issues an RSP in the future, this Agreement does not in any way restrict or limit the City's authority to revoke the RSP issued to Mr. Franey, on Purple Hollistic's behalf, in the event of any violation of Article 18 of Chapter 18 of the SAMC. 5. Amendments. This Agreement may only be modified or terminated by a writing signed by the parties hereto, and no waiver hereunder shall be effective unless in writing and signed by the party to be charged. 6. Counterparts. This Agreement may be executed in counterparts (any one of which may be by facsimile), each of which shall be deemed an original and each of which shall constitute one and the same instrument. 7. Governing Law. All question concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the laws (both substantive and procedural) of the State of California applicable to contracts executed in and to be performed in the State of California. 2 8. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given if properly addressed and: (a) if delivered personally, by commercial delivery service or by facsimile (with acknowledgment of a complete transmission) or electronic mail, on the day of delivery; or (b) if delivered by registered or certified mail (return receipt requested), three (3) business days after mailing; or (c) if delivered by first class mail, three (3) business days after mailing. 9. Delivery by Facsimile. This Agreement and any amendments hereto, to the extent signed and delivered by means of electronic delivery (e.g., facsimile machine or e-mail), shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re -execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of electronic delivery as a means to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract and each such party waives any such defense. 10. Severability. If any term or provision of this Agreement is or shall become illegal, invalid or unenforceable in any jurisdiction, all other terms and provisions of this Agreement shall remain legal, valid and enforceable in such jurisdiction and such illegal, invalid or unenforceable provision shall be legal, valid and enforceable in all other jurisdictions. 11 Confidentiality. Each party to this Agreement agrees that it shall keep this Agreement and all of the information regarding this Agreement and the arrangements described herein strictly confidential and not disclose them to arty other person, except his attorneys and financial and tax; advisors, who shall each agree to keep all such information confidential. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. 13. Termination. If a Building Pennit or RSP is not issued by the City to Purple Hollistic pursuant to the SAMC, this Agreement shall terminate and be void and of no effect. 14. Exclusive Agreement. This Agreement supersedes all prior agreements among the parties hereto with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties hereto with respect to its subject matter. 3 N-2017455 WE, THE UNDERSIGNED, HEREBY CERTIFY THAT WE HAVE READ THIS ENTIRE AGREEMENT AND HAVE HAD THE OPPORTUNITY TO OBTAIN ADVICE OF COMPETENT LEGAL COUNSEL, WE FULLY UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT AND, BASED UPON SUCH, EXECUTE IT, By: Title: Date: ATTEST: Dated: APPROVED AS TO FORM Dated: Dated:r-1-- CITY SANTA ANA dew at&A� B ,pa� Cynt is Kurtz r fim T le.. Date: CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California By: /OL� Maria D. Huizar, Cj"ICof the Council 0 Callahan & Blaine, APLC Peter S. Bauman 4 !14i�- Attorney for CHRISTOPHER FRANCY Sonia R. Carvalho City Attorney for CITY OF SANTA ANA City of Santa Ana lwao' -- TAMARA BOGOSIAN Assistant City Attorney Attorney for City of Santa Ana DocuSlgn Envelope ID: 28C4C47A-B99D-4DCF-884E-5BD21AB44C58 N-2017-155 WE, THE UNDERSIGNED, HEREBY CERTIFY THAT WE HAVE READ THIS ENTIRE AGREEMENT AND HAVE HAD THE OPPORTUNITY TO OBTAIN ADVICE OF COMPETENT LEGAL COUNSEL, WE FULLY UNDERSTAND ALL THE TERMS AND CONSEQU'ENC'ES OF THIS AGREEMENT AND, BASED UPON SUCH, EXECUTE IT. CIIR.ISTO.PUER FRANCY CITY � SANTA ANA J By: U000nsi9nea ny; .✓/ —sfbp�.t,y� rr B r .. 05DHW4374849D... Cyn is Kurtz�� Title; Ti 1e: I_ tern G ty—Ma utge- 7/31/2017 Date: Date: ATTEST: CITY OF SANTA ANA, a chatter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California Dated: By: ".S�Z Maria D. Huizar, Cleric of the Council APPROVED AS TO FORM Dated: a7 / Callahan & Blaine, APLC Docu5i0netl hY; Attorney for CHRISTOPHER FRANCY r Dated: Sonia R. Caivalho City Attorney for CITY OF SANTA ANA City of Santa Ana 1TAMARROGOST—AN Assistant City Attorney Attorney for City of Santa Ana