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ATTY/AGREEMENTS/SETTLEMENTS/AIRFIELD SETTLEMENT AGREEMENT
<br />REV: 08-11-2021 EI
<br />Page 2 of 6
<br />2. SETTLEMENT CONSIDERATION AND RELATED TERMS
<br />In addition to the releases and other agreements set forth herein, the Parties and each of
<br />them agree that each of the following shall constitute material consideration given in full and final
<br />satisfaction of all claims arising out of or related to the Denial for Incompleteness, and any and all
<br />actions of the Parties related thereto:
<br />a. Application Deemed Complete and Will be Scored with Other Phase II Applicants. The
<br />City deems Airfield’s storefront cannabis business permit application, with the revised
<br />Cannabis Business Permit Application form submitted on May 13, 2021,
<br />(“Application”) complete and will move the Application into Phase II to be scored
<br />alongside the remaining complete applications. As of the Effective Date, scores for
<br />other storefront cannabis business permit applications have not yet been finalized. The
<br />Application will not be prejudiced by the delay or treated differently by persons scoring
<br />the applications due to this Agreement.
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<br />b. Indemnity. Airfield agrees to indemnify, hold harmless and defend the City and its
<br />Council, officers, employees and agents from any and all third party claims, damages,
<br />or liabilities arising from or related to this Agreement, including but not limited the
<br />City’s decision to deem Airfield’s Application complete. The City will promptly notify
<br />Airfield of any such claims, damages, or liability. The City shall have the sole and
<br />absolute right to approve any and all counsel employed to defend the City. If any
<br />claims, damages or liabilities arise from the City’s actions with respect to applications
<br />filed by applicants other than Airfield, then Airfield shall only be responsible to
<br />indemnify the City for the proportion of the claim, damages, or liability relating to the
<br />Application. Nothing in this Agreement is intended to or shall be deemed to have any
<br />effect upon, or otherwise limit, any other indemnification agreements between the
<br />Parties.
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<br />c. Release. Except as expressly set forth in this Agreement, and subject to the obligations
<br />created by this Agreement, Airfield, for itself and its representatives, employees,
<br />officers, officials, directors, predecessors, successors, assigns, affiliates and agents, and
<br />each of them, do hereby fully remise, release and forever discharge the City and its
<br />Council, representatives, employees, officers, officials, directors, predecessors,
<br />successors, assigns, affiliates and agents, and each of them, of and from any and all
<br />manner of actions, suits, liens, debts, dues, damages, claims, sums of money,
<br />obligations, liabilities, judgments, bonds, executions and demands of every nature, kind
<br />and description whatsoever, whether known or unknown, and whether suspected or
<br />unsuspected, either at law, in equity or otherwise, which may have arisen under and by
<br />virtue of the laws of any jurisdiction, which Airfield has had or claims to have had or
<br />now have or claims to now have against the City arising out of or related to the Denial
<br />for Incompleteness.
<br />3. KNOWING AND VOLUNTARY WAIVER
<br />In order to ensure that they are implementing a full release and discharge of all claims as
<br />contained in Paragraph 2, and except as expressly set forth in this Agreement, Airfield hereby
<br />waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil
<br />Code, which states as follows:
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