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ATTY/AGR/SETTLEMENTS/2026/JUVA RETAIL RWC INC./JUVA RETAIL RWC INC. SETTLEMENT AGREEMENT <br />REV: 04-24-26 MI <br />Page 1 of 9 <br />SETTLEMENT AGREEMENT BETWEEN <br />(1) JUVA RETAIL RWC INC. AND (2) THE CITY OF REDWOOD CITY <br /> <br />This Settlement Agreement (“Agreement”) is entered into as of April __, 2026 (“Effective <br />Date”) by and among (1) Juva Retail RWC Inc. (“Permittee”), (2) Pelorus Fund LOC, LLC <br />(“Purchaser”), and (3) the City of Redwood City (the “City”). Permittee, Purchaser, and the City <br />are each referred to individually as a “Party” and collectively as the “Parties.” <br />RECITALS <br />This Agreement is made with reference to the following facts and circumstances <br />(“Recitals”). <br />A. The City regulates and permits cannabis-related business activities occurring in the <br />City through the City’s Municipal Code and administrative regulations (collectively, “Cannabis <br />Regulations”). <br />B. The City’s Cannabis Regulations allows up to six storefront cannabis retailers. <br />C. Among other things, the City’s Cannabis Regulations impose business taxes upon <br />gross receipts from cannabis retailers (“Cannabis Business Tax”). <br />D. On October 3, 2022, the City issued a storefront cannabis retailer permit to <br />Permittee. <br />E. On November 7, 2024, the court in Pelorus Fund LOC, LLC v. San Juan Building <br />LLC, San Joaquin County Superior Court, Case No. STK-CV-UJR-2024-0009208 (“Pelorus <br />Fund Litigation”) entered an order appointing Kevin Singer as the receiver for Permittee <br />(“Receiver”). <br />F. The City is not a party to the Pelorus Fund Litigation. <br />G. On October 3, 2025, the City renewed Permittee’s cannabis retailer permit, after <br />receipt of a request submitted by the Receiver on behalf of Permittee. <br />H. On November 10, 2025, the Receiver submitted to the City Cannabis Business Tax <br />remittance forms for November 2024 through September 2025, which detailed Permittee’s <br />cannabis sales activities for the period at issue. <br />I. On December 4, 2025, the court in Pelorus Fund Litigation entered an order <br />confirming the sale of Permittee’s assets to Purchaser. <br />J. On December 8, 2025, based on the Cannabis Business Tax remittance forms <br />received and the City’s records, the City calculated the outstanding amount due to the City and <br />issued an invoice in the amount of Three Hundred, Sixty Thousand Six Hundred Fifty-five dollars <br />and Twenty-two cents ($360,655.22) for unpaid taxes, penalties, and interest for December 2023 <br />through September 2025. <br />29