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<br /> adopted Zoning Ordinance Amendment No. 2022-03 (the"Non-Urgency
<br /> Ord inance")[col lectively the "Ordinances"]. Both of the Ordinances have provisions that
<br /> allow Medical Offices in the City's "Professional"Zoning District(the"P District")as a
<br /> matter of right, but the Ordinances also provide that Medical Offices "operated by
<br /> government, government-subsidized,not-for-profit, or philanthropic entities" are
<br /> prohibited in the P District unless a conditional use permit is obtained (the"CUP
<br /> Requirement").
<br /> H. Despite a series of communications and meetings with City staff and
<br /> members of the City Council in which Turner and SOS informed the representatives of
<br /> the City that, unless the Ordinances were amended to eliminate the CUP Requirement, or
<br /> Turner and SOS were otherwise exempted from the CUP Requirement, the Seller of the
<br /> Main Street Property would not agree to any further extensions of time and, as such,not
<br /> only would the ability to acquire the Property be lost, but the Project would be lost as
<br /> well.
<br /> I. The City refused to relent in insisting that the CUP Requirement applied to
<br /> the Project and that resulted in the termination of the PSA and the cancellation of the
<br /> Escrow.
<br /> J. SOS intends to file a lawsuit(the"Action") against the City for
<br /> compensatory damages and declaratory and equitable relief as a result of the Ordinances
<br /> and the CUP Requirement.
<br /> K. Pursuant to this Agreement, Turner intends to assign to SOS all of
<br /> Turner's claims and causes of action against the City arising out of the matters referenced
<br /> above.
<br /> NOW, THEREFORE, for good and valuable consideration,the receipt of which is hereby
<br /> acknowledged, and in light of the foregoing Recitals which are incorporated herein,the
<br /> Parties agree as follows:
<br /> 1. Effective Date. This Agreement shall become effective on the date on
<br /> which this Agreement has been executed and delivered by both Parties and, upon that
<br /> occurrence, the "Effective Date"of this Agreement shall be the date first set forth above.
<br /> 2. Assignment. As of the Effective Date,Assignor hereby sells, conveys,
<br /> transfers, and assigns to Assignee,and Assignee's successors and assigns, all of
<br /> Assignor's right,tide, and interest in and to any and all claims, causes of action,
<br /> demands, rights,privileges, or entitlements, of any kind whatsoever, which Assignor has,
<br /> or may hereafter have, as against the City, or any of its past,present, or future
<br /> councilmembers, commissioners, committee members, officers, employees, agents,
<br /> representatives, attorneys, or insurers (collectively, the City's Related Persons"), based
<br /> upon any acts or omissions on the part of the City, or on the part of any of the City's
<br /> Related Persons, occurring prior to the Effective Date of this Agreement, and directly or
<br /> indirectly arising out of, relating to,resulting from, or in any way connected to,the
<br /> Project, the Term Sheet, the Main Street Property, the potential Lease,the PSA, the
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