HomeMy WebLinkAboutSHARE OUR SELVES CORPORATION Docuslgn Envelope ID:OF42FBD7-AC52-4266-A257-BBE14D182B71 A-2025-173
INSURANCE NOT REQUIRED
WORT(MAY PROCEED
CITY CLERK
DATE. OCT 2 0 2025 SETTLEMENT AND RELEASE AGREEMENT
�=C AO f � This Settlement and Release Agreement(the"Agreement")is entered into as of the
SargVuiliiArvlS
Effective Date specified herein,by and between plaintiff Share Our Selves Corporation("SOS"
and as further defined below)and defendant City of Santa Ana(the"City"and as further defined.
below) [hereinafter, SOS and the City shall be collectively referred to as the"Parties"and/or
individually as a"Party"].
RECITALS
A. On March 20, 2023, Plaintiff SOS filed an action against defendant City of Santa
Ana in the U.S. District Court for the Central District of California, Southern Division, entitled
Share Our Selves Corporation v City of Santa Ana, Case No. 8:23-ev-00504 (the"Action"). The
Action was brought by Plaintiff SOS, a non-profit medical service provider, asserting claims on
its own behalf and as Assignee of claims assigned by an entity known as Turner Healthcare
Facilities Acquisition LLC ("Turner"or"Assignor"). A true and correct copy of the assignment
of Turner's claims to SOS (the"Assignment of Claims Agreement"), which was attached as an
exhibit to each of the three complaints in the Action, is attached hereto as Exhibit 1. The City
filed no cross-claims in the Action.
B. The Parties recognize that continued litigation between them would require
substantial time,effort,and expense unless the Action is settled and dismissed in accordance
with the terms and conditions set forth below. Accordingly,the Parties wish to enter into this
Agreement to avoid the expense, inconvenience, and uncertainty of litigation.
NOW,THEREFORE, in light of the foregoing Recitals which are incorporated herein as
part of this Agreement,and in consideration of the representations, warranties,promises,
covenants,and releases contained herein, and for other good and valuable consideration,the
receipt and sufficiency of which are hereby acknowledged,the Parties agree to the following
terms and conditions:
TERMS AND CONDITIONS
1.0 Effective Date. This Agreement shall be effective as of the date that the
Agreement is fully signed and delivered by each Party to the other.
2.0 ,Settlement Amount and Settlement Payment. No later than October 27, 2025,
provided that SOS has delivered the Agreement to the City's counsel of record in a form
approved by the City, fully executed by SOS and its counsel,no later than 5:00 p.m. on October
21,2025,the City shall pay to SOS the lump sum of Five Hundred Fifty Thousand U.S. Dollars
($550,000.00) (the"Settlement Amount")by ACH payment or wire transfer to a bank account
designated in writing by counsel for SOS. Receipt of said account information is hereby
acknowledged. Together with the other provisions of this Agreement,the ACH payment of the
Settlement Amount delivered as set forth herein shall represent the total,full, and final settlement
of the Action,and satisfaction of the Settled Payment.
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3.0 Dismissal of the Action.
3.1 Execution and Delivery of Stipulation„for Dismissal. Within five(5)court days of
the Effective Date of this Agreement,the Parties shall cause their respective attorneys of record
in the Action to execute and exchange with each other the signature pages for a Stipulation for
Order of Dismissal pursuant to FRCP Rule 41(a)(1)and[Proposed] Order Dismissing the Action
("Stipulation for Dismissal"),dismissing the Action with prejudice,in the form set forth in
Exhibit 2, attached to this Agreement.
3.2 Submission of Stipulation for Dismissal for Court Approval. Within three (3)
court days of delivery of the Settlement Payment by the City to Plaintiff, as set forth in Section
2.0,Plaintiff shall file the executed Stipulation for Dismissal, dismissing the Action with
prejudice.
4.0 Limited Releases. For purposes of the releases set forth in this Agreement:
a. The term"SOS"shall mean and refer to plaintiff Share Our Selves Corporation
and to each of the following persons and entities: SOS's present, former, or fixture directors,
officers,employees, doctors,nurses,healthcare staff, contractors, consultants, agents,
representatives (including,but not limited to,Turner and each of Turner's Related Persons as
defined below),attorneys, insurers,parents, subsidiaries, affiliates,successors, assigns,
assignors, and any other persons or entities acting on behalf of SOS or under its direction or
control (hereinafter, all such persons and entities shall collectively be referred to as"SOS's
Related Persons');
b. The term"Turner"shall mean and refer to Turner Healthcare Facilities
Acquisition LLC,and to each of the following persons and entities:Turner's present,former,or
.future divisions, affiliates,units, direct and indirect parents, subsidiaries,related
companies/entities(including,but not limited to,Turner Impact Capital, LLC), shareholders,
officers,directors, employees, contractors, consultants, agents,representatives,insurers,
attorneys,successors, assigns,and any other persons or entities acting on behalf of Turner or
under its direction or control(hereinafter, all such persons and entities shall collectively be
referred to as"Turner's Related Persons").
C. The term"City"shall mean and refer to defendant City of Santa Ana and to each
of the following persons and entities:the City Council and its present and former
councilmembers,the Planning Commission and its present and former commissioners,and the
City's officers,staff members, attorneys, directors,managers,planners,representatives,agents,
employees, (hereinafter, all such persons and entities shall collectively be referred to as the
"City's Related Persons").
4.1 SOS's Limited Release of the City and the„City's Related Persons. By this
Agreement, SOS,on behalf of itself,and Turner,and their respective Related Persons,and their
successors and assigns,hereby releases and discharges the City,and each of the City's Related
Persons,from any and all claims, actions,causes of action, suits,debts,liens,rights,agreements,
demands,contracts, covenants,obligations, duties, damages, losses,liabilities, costs,and
expenses of whatever kind or nature, in law, equity or otherwise,whether known or unknown,
suspected or unsuspected,contingent,anticipated or unanticipated(hereinafter,all of the
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foregoing matters shall collectively be referred to as"SOS Claims"),which SOS has,had,or
hereafter may have,of any nature or kind,based on any acts or omissions on the part of the City,
or on the part of the any of the City's Related Persons, occurring prior to the Effective Date of
this Agreement, which SOS Claims directly or indirectly arise out of,are connected with,relate
to, or concern in any way, the Action, any of the Complaints,the Medical Office CUP
Requirement, the Urgency Ordinance,ZOA 2022-07,the Permanent Ordinance,ZOA 2022-03,
the Main Street Property or the Property, the Project,the new clinic that SOS had proposed to
operate at the Property as alleged in the Complaints(the"New Clinic"),the Major Remodel
Application,the minor exception application referenced in paragraph 134 of SOS's Second
Amended Complaint in the Action(the"Minor Exception Application"),the Term Sheet, the
Lease,the PSA,the Seller,the Inspection Period,the Escrow,the Deposit, the Independent
Consideration,the Amendments,the Extensions,the Extension Fees,the Released Funds,the
Project-Related Costs,the Assignment of Claims Agreement, or any of the Assigned Claims,as
those terms are defined in the pleadings,this Agreement and/or the attached Assignment of
Claims Agreement. Hereinafter, all such Claims released in this Section by SOS shall
collectively be referred to as"SOS's Released Claims."
4.2 City's Limited Release of SOS,Turner, and their respective Related Persons. By
this Agreement,the City, on behalf of itself, and its officials,officers,partners,agents,
employees, insurers,attorneys,representatives, administrators,trustees,and assigns,hereby
releases and discharges SOS,each of SOS's Related Persons,`Darner, and each of Turner's
Related Persons, from any and all claims,actions, causes of action, suits,debts,liens,rights,
agreements, demands,contracts, covenants, obligations,duties,damages,losses, liabilities,costs,
and expenses of whatever kind or nature,in law,equity or otherwise,whether known or
unknown,suspected or unsuspected,contingent, anticipated or unanticipated(hereinafter, all of
the foregoing matters shall collectively be referred to as"City Claims'),which City has,had,or
hereafter may have,of any nature or kind,based on any acts or omissions on the part of SOS,
any of SOS's Related Persons,and/or Turner, or any of Turner's Related Persons,occurring prior
to the Effective Date of this Agreement,which City Claims directly or indirectly arise out of,are
connected with,relate to,or concern in any way,the Action, any of the Complaints,the Medical
Office CUP Requirement,the Urgency Ordinance,ZOA 2022-07,the Permanent Ordinance,
ZOA 2022-03,the Main Street Property or the Property,the Project,the New Clinic,the Major
Remodel Application,the Minor Exception Application,the Term Sheet,the Lease,the PSA,the
Seller,the Inspection Period,the Escrow,the Deposit,the Independent Consideration,the
Amendments,the Extensions,the Extension Fees,the Released Funds,the Project-Related Costs,
the Assignment of Claims Agreement, or any of the Assigned Claims, as those terms are defined
in the pleadings,this Agreement and/or the attached Assignment of Claims Agreement.
Hereinafter,all such Claims released in this Section by SOS shall collectively be referred to as
"City°s Released Claims."
4.3 No Release ofAnights or Obligations Created By This Agreement. The
releases set forth in Sections 4.1 and 4.2,above, are not intended to,and shall not,extend to or
otherwise release or discharge any of the respective rights,duties, obligations, interests,
privileges, defenses,or benefits of any of the Parties that are acknowledged in,provided for,or
otherwise arise under this Agreement.
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4.4 Non-Assignment of SOS's Released Claims and the City's Released Claims.
SOS represents and warrants that it has not assigned or transferred,nor purported to assign or
transfer,to any other person or entity any of its respective rights or interests in any of SOS's
Released Claims, and SOS agrees to defend, indemnify and hold the City and each of the City's
Related Persons,harmless from and against any liabilities, claims, causes of action, obligations,
demands,damages, costs, attorney's fees,or expenses incurred by the City, or any of the City's
Related Persons, as a result of any person or entity making a bona fide claim of any assignment
or transfer of any rights or interests in any of SOS's Released Claims. The City represents and
warrants that it has not assigned or transferred,nor purported to assign or transfer,to any other
person or entity any of its respective rights or interests in any of the City's Released Claims,and
the City agrees to defend,indemnify and hold SOS, each of SOS's Related Persons,Turner,and
each of Turner's Related Persons,harmless from and against any liabilities, claims, causes of
action,obligations,demands,damages, costs, attorney's fees, or expenses incurred by SOS, any
of SOS's Related Persons,Turner, or any of Turner's Related Persons, as a result of any person
or entity making a bona fide claim of any assignment or transfer of any rights or interests in any
of the City's Released Claims.
4.5 Discovery of Additional Facts. SOS and the City acknowledge that they may
hereafter discover facts different from, or in addition to,those which they now believe to be true
with respect to any or all of SOS's Released Claims or the City's Released Claims.
Nevertheless, SOS and the City agree that the releases set forth in Sections 4.1 and 4.2 above
shall be and remain effective in all respects,notwithstanding the discovery of such different or
additional facts.
5.0 Waiver of California Civil Code Section 1542. The releases set forth in sections
4.1 and 4.2 above are not intended to be,and shall not constitute,general releases. However, to
the extent applicable to those releases,and with respect to matters that were or could have been
raised in the Action,the Parties hereby agree that all rights under Section 1542 of the Civil Code
of the State of California are hereby waived. Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR."
6.0 Attorne 'Fees &Costs. All Parties to this Agreement shall bear their own costs
and attorneys'fees related to the Action and this Agreement,and each of the Parties represents
and warrants that any claims for attorneys'fees and/or costs against any of the other Patties are
waived and released. This includes but is not limited to any attorney's fees, costs,and expenses,
that each Party may have incurred as of the Effective Date of this Agreement as a result of or
otherwise arising out of(a)any pre-litigation,administrative activities or proceedings relating to
the Minor Exception Application or the Major Remodel Application or related in any way to the
Property; (b)the Action or any of the Complaints; or(c)the resolution,negotiation, and
settlement of the Action,including the negotiation or preparation of,or compliance with,this
Agreement. In the event of any future dispute, claim,or litigation based upon, arising out of, or
relating to,the breach,enforcement,or interpretation of any of the provisions of this Agreement,
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the prevailing Party or Parties in such dispute, claim,or litigation shall be entitled to recover
reasonable attorney's fees, costs,and expenses.
7.0 Additional Provisions
7.1 Non-Admission of Liability. By entering into this Agreement,neither Party is
admitting any liability, and this Agreement should not be construed as an admission of liability
by any Party.
7.2 Knowing and Volunt . Each person signing below represents that he/she has
reviewed all aspects of this Agreement,that the Agreement has been carefully read and fully
explained to them and that they understand every provision of this Agreement,that they
voluntarily agree to all the terms set forth in this Agreement,that they knowingly and willingly
intend to be legally bound by the same, and that they were given the opportunity to consider the
terms of this Agreement and discussed them with legal counsel,
7.3 Entire Agreement. This Agreement is fully integrated and contains the entire
agreement and understanding between the Parties and supersedes any and all prior agreements,
arrangements or understandings of any kind or nature between the Parties with regard to the
subject matters hereof
7.4 Warranty ofAuthority. Each signatory to this Agreement hereby warrants that he
or she has the authority to enter into this Agreement and bind the Party on whose behalf he or she
is executing this Agreement. The Parties further represent and acknowledge that in executing
this Agreement they do not rely and have not relied upon any representation or statement made
by any of the Parties or by the Parties'respective agents,attorneys, or representatives with regard
to the subject matter,basis, or effect of this Agreement or otherwise,other than those specifically
stated in this Agreement.
7.5 Counterparts. This Agreement may be executed in counterparts with the same
effect as if all original signatures were placed on one document, and which,when taken together,
shall constitute one original agreement. Electronic,PDF,DocuSign,or equivalent electronic or
facsimile signatures,will have the same force and effect as an original signature. Aphotocopy or
electronic copy this Agreement, or any part thereof,may be substituted in place of the original
version of the same.
7.6 Interpretation. Both Parties have participated in drafting this Agreement,and
accordingly,any ambiguity herein shall not be construed for or against either Party.
7.7 Modification of Agreement This Agreement may not be altered,amended,
modified or otherwise changed in any respect, except in writing signed by the authorized
representatives of both Parties.
7.8 Seyerability In the event any condition,covenant,or provision set forth in this
Agreement is held to be invalid,unenforceable or void by any Court of competent jurisdiction,
the same shall be deemed severable from the remainder of this Agreement and shall in no way
affect any other condition,covenant,or provision herein contained,and the remainder of this
Agreement shall continue to be valid and enforceable.
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7.9 Legal Representation. The Parties, and each of them, acknowledge that in
connection with the negotiation and execution of this Agreement, they have each been
represented by independent counsel of their own choosing and the Parties executed the
Agreement after review by such independent counsel,or, if they were not so represented, said
non-representation is and was the voluntary, intelligent and informed decision and election of
any of the Parties not so represented; and,prior to executing this Agreement, each of the Parties
has had an adequate opportunity to conduct an independent investigation of all the facts and
circumstances with respect to the matters which are the subject of this Agreement.
7.10. Construction and Governing Law. This Agreement is deemed to have been
prepared by each of the Parties hereto, and any uncertainty and ambiguity herein shall not be
interpreted against the drafter, but rather,if such uncertainty or ambiguity exists, shall be
interpreted according to the applicable rules of interpretation of contracts under the laws of the
State of California, and not the substantive law of another state or the United States or federal
common law. This Agreement shall be deemed to have been executed and delivered within the
State of California,and the rights and obligations of the Parties shall be governed by, and
construed and enforced in accordance with,the laws of the State of California.
In Witness Whereof,this Agreement is hereby entered into and executed by the Parties on the
dates set forth below.
DEFENDANT CITY OF SANTAANA,a charter law city and municipal
corporation, duly organized and existing under the
Dated: 0 Ito L?'9 Zs- Constitution ancyaws of the t of California
By: 4161an.,
varo Nunez,City Manager
ATTEST: CITY OF SANTAANA,a charter law city and municipal
corporation, duly organized and existing under the
Dated: Constitution and laws of the State of California
, x
,,
By. 1
enrufer L. , i C erk -
PLAINTIFF OURS S CORPORATION
f0ocuSigned by:
Dated: 10/14/2025 12:54 PM PDT By: FF_ �)Aa
1RfYWffHDChief Executive Officer
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APPROVED AS TO FORM:
Sonia R. Carvalho
CITY ATTORNEY
City of Santa Ana
Dated: �� By90�224� +
Laura Rossini
Chief Assistant City Attorney
Attorney for Defendant City of Santa Ana
Dated: 10/15/2025 Saskia T.Asamura
Ezra Siegel
Carlee Roberts
q*a
S, WAT, N&GERSHON,APC
T.Asamura
Attorneys for Refen t City of Santa Ana
Dated: 10/14/2025 Edmond M. Connor
Douglas A. Hedenkamp
Tyler Palmer
TUCKER ELLIS LLP
By
Ed d M. Connor
A rneys for Plaintiff SOS
Dated: 10/15/2025 J 5:59 PM EDT Brett J. Williamson
Nora N. Salem
Corey Stewart
O W ELVENY&MYERS LLP
Signed by:
By S"
ora N62g3g r7,
Attorneys for Plaintiff SOS
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ASSIGNMENT OF CLAIMS AGREEMENT
This Assignment of Claims Agreement (the"Agreement") is made and entered
into as of March 15,2023, by and between (1) Turner Healthcare Facilities Acquisition
LLC ("Turner" or the"Assignor") and(2) Share Our Selves Corporation, a California
nonprofit corporation ("SOS" or the "Assignee") [hereinafter, Turner and SOS shall
collectively be referred to as the"Parties" and individually as the"Party"] with respect to
the following facts and intentions: apY T C`
R.E C Y M �, A 1J S
A. On or about February 25, 2022, Turner and SOS executed a terns sheet
(the`'Term Sheet"), setting forth that Turner may purchase the real property located at
2670 North Main Street in Santa Ana(the "Main Street Property" or the"Property"), and
the parties intention to enter into a 20-year triple-net lease of the Property, with two five-
year options to extend, and an option to purchase the Property(the"Lease")which Lease
would include the obligation for Turner to renovate the Property into a healthcare facility
for SOS (the"Project").
B. On or about March 7, 2022, Turner entered into a Purchase and Sale
Agreement and Joint Escrow Instructions (thc "PSA") to purchase the Main] Street
Property from the Hirny Family Limited Partnership II., LP(the"Seller"). The PSA
provided Turner with a period of 90 days(the"Inspection Period") to conduct a]I due
diligence of the property, including; any attempts to obtain entitlements, approvals,
permits, and private party consents necessary Tor the Project.
C. Under the PSA,Turner was required to, and did, place a$270,000
refundable deposit(the"Deposit") into escrow(the "Escrow"), a portion of which was
anon-refundable payment of$100.00 in"Independent Consideration"to the Seller.
D. In May, July,and November 2022 and February 2023, Turner and the
Seller entered into amendments to the PSA (collectively, the "Amendments") to provide
for various extensions of the Inspection Period to and including February 10,2023.
E. As consideration for the extensions contemplated under the Amendments
(collectively, the"Extensions"), Turner paid various extension fees (collectively, the
"Extension Dees") and released a portion of the funds in the Escrow(the "Released
Funds"),totaling $185,000 in Extension Fees and Released Funds.
F. During the period from approximately February 2022 to and including the
present date, Turner has incurred various costs and expenses in connection with various
planning, purchase, development, entitlement, legal, and other activities relating to the
Project(collectively, the"Project-Related Costs"), including costs incurred in connection
with the minor exception application and the major remodel applications that Turner
submitted to the City of Santa Ana{tire'`City").
G. In December 2022, the City adopted.Santa Ana Zoning Ordinance
Amendment No. 2022-07 (the "Urgency Ordinance") and., in February 2023, the City
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adopted Zoning Ordinance Amendment No. 2022-03 (the "Non-Urgency
Ordinance")[cot Iectively the "Ordinances"]. Both of the Ordinances have provisions that
allow Medical Offices in the City's"Professional" Zoning District(the "P District") as a
matter of right, but the Ordinances also provide that Medical Offices "operated by
government, government-subsidized, not-for-profit, or philanthropic entities" are
prohibited in the P District unless a conditional use permit is obtained (the "CUP
Requirement").
H. Despite a series of communications and meetings with City staff and
members of the City Council in which Turner and SOS informed the representatives of
the City that, unless the Ordinances were amended to eliminate the CUP Requirement, or
Turner and SOS were otherwise exempted from the CUP Requirement, the Seller of the
Main Street Property would not agree to any further extensions of time and, as such, not
only would the ability to acquire the Property be lost, but the Project would be lost as
well.
1. The City refused to relent in insisting that the CUP Requirement applied to
the Project and that resulted in the termination of the PSA and the cancellation of the
Escrow.
J. SOS intends to f le a lawsuit (the"Action") against the City for
compensatory damages and declaratory and equitable relief as a result of the Ordinances
and the CUP Requirement.
K. Pursuant to this Agreement, Turner intends to assign to SOS all of
Turner's claims and causes of action against the City arising out of the matters referenced
above.
NOW,THEREFORE,for good and valuable consideration, the receipt of which is hereby
acknowledged, and in light of the foregoing Recitals which are incorporated herein, the
Parties agree as follows:
1. Effective Date. This Agreement shall become effective on the date on
which this Agreement has been executed and delivered by both Parties and, upon that
occurrence, the "Effective Date" of this Agreement shall be the date first set:forth above.
2. Assignment. As of the Effective Date, Assignor hereby sells, conveys,
transfers, and assigns to Assignee, and Assignee's successors and assigns, all of
Assignor's right,title, and interest in and to any and all claims, causes of action,
demands, rights, privileges, or entitlements, of any kind whatsoever,which Assignor has,
or may hereafter have, as against the City, or any of its past, present,or future
councilmernbers,commissioners, committee members, officers, employees, agents,
representatives, attorneys, or insurers (collectively,the City's Related Persons"), based
upon any acts or omissions on the part of the City, or on the part of any of the City's
Related Persons,occurring prior to the Effective Date of this Agreement, and directly or
indirectly arising out of, relating to, resulting from, or in any way connected to, the
Project, the Term Sheet, the Vain Street Property, the potential Lease, the PSA, the
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Seller,the inspection Period, the Escrow,the Deposit,the Independent Consideration,the
Amendments, the Extensions, the Extension Pees, the Released Funds, the Project-
Related Costs, the Ordinances, or the CLIP Requirement (collectively,the "Assigned
Claims"). The Assigned Claims are being assigned to Assignee"as-is"without
representation or warranty.
3. Assignee's Discretion. Assignee, in its own name and for its own benefit,
shall be entitled to prosecute, collect, settle, compromise, dismiss, release, abandon,or
otherwise discharge any or all of the Assigned Claims in any manner as Assignee in its
sole discretion deems advisable. Assignee's discretion shall include the decision of
whether or not to file the Action, whether or not to settle the Action at any time,
including following the entry of judgment, and whether or not to collect any amount
awarded in the Action. Assignee agrees that it shall indemnify, protect and hold Assignor
harmless for any out-of-pocket, discovety-related or trial-related attorney's fees or costs
incurred by Assignor in connection with the Action.
3. Recovery. In the event that SOS obtains any monetary recovery in the
Action (the "Recovery"), the first of the Recovery funds shall be distributed to reirburse
SOS and Turner for any actual attorney's fees and costs incurred in connection with tile,
Action. In the event the Recovery is not sufficient to fully reimburse both SOS and
Turner's actual attorney's fees and costs,the Recovery shall be divided between tile.
Parties on a pro rata basis, based on the.percentage of the total amount of attorney's fees
and costs that each Party incurred. In the event there are any remaining Recovery funds
after reimbursement of the Parties' actual attorney's fees and costs, the Recovery shall be
used to satisfy any obligations for cost reimbursement under the Term Sheet that have not
been satisfied as of the date orthe Recovery (but flor the avoidance of doubt, nothing in
this Agreement shall modify any obligations under the Term Sheet). Thereafter, SOS
shall receive a litigation bonus from the Recovery consisting of twenty-five percent
(25%) of the total remaining Recovery (net of the Parties' attorney's fees and costs and
unsatisfied Term Sheet obligations), to compensate SOS for taking on the risk and cost of
pursuing the Action. In the event there are any Recovery funds remaining after payment
of the litigation bonus to SOS, those funds wil I be divided equally between SOS and
Turner.
4. Representations and Warranties, Each of the Parties represents to the
other that: (a) such Party has the sole legal power, right and authority to enter into this
Agreement; (b) all requisite corporate action has been taken by such Party in connection
with entering into this Agreement; (c) no additional consent of any individual, officer,
director, shareholder, partner, member, manager, trustee, trustor, beneficiary, creditor,
investor,judicial or administrative body,governmental authority or other.Party shall be
required for such party to consummate the transaction contemplated by this Agreement;
and (d)the individuals executing this Agreement on behalf of such Party have the legal
power, right and actual authority to bind such Party to the terns and conditions hereof.
5. Counterparts. This Agreement:may be executed electronically and any
number of counterparts and shall constitute an agreement binding on both Parties,
notwithstanding that both Parties are not signatories to the original or the same
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counterpart provided that al l parties are furnished a copy or copies thereof reflecting the
signature of all Parties.
The Parties have exeCtlted this Agreement as of the date first set forth above.
ASSIGNOR:
TURNER HEALTHCARE FACILITIES ACQUISITION LLC
OocuSlgnod by:
r�-
Name; Daniel Millman.
Title: ice President
Date:
ASSIGI,IEE:
SHARE OURSELVES CORPORATION
DocuSlgn6d by.
By; JAPAIng
S wok
Name: Christy Ward
Title. Chic 0z3cutive Officer
Date:
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1 BRETT J. WILLIAMSON (SBN 145235)
2 bwilliamson@omm.com
NORA N. SALEM (SBN 307968)
3 nsalem@omm.com
4 gcastillolaughton@omm.com
O'MELVENY& MYERS LLP
5 610 Newport Center Drive, Suite 1700
6 Newport Beach, California 92660
Telephone: (949) 823-6900
7 Facsimile: (949) 823-6994
8
EDMOND M. CONNOR (SBN 65515)
9 edmond.connor@tuckerellis.com
10 DOUGLAS A. HEDENKAMP (SBN 216487)
douglas.hedenkamp@tuckerellis.com
11 TYLER PALMER(SBN 344040)
12 tyler.palmer@tuckerellis.com
TUCKER ELLIS LLP
13 2211 Michelson Drive, Ste 1100
14 Irvine, CA 92612
Telephone: (949) 622-2600
15 Facsimile: (949) 622-2626
16
Attorneys for Plaintiff Share Our Selves
17
18 UNITED STATES DISTRICT COURT
19 CENTRAL DISTRICT OF CALIFORNIA
20
21 SHARE OUR SELVES CASE NO. 8:23-cv-00504-DOC-KES
CORPORATION, a California non-
22 profit corporation, STIPULATION FOR ORDER
23 Plaintiff, DISMISSING ACTION (F.R.C.P.
24 vs.
RULE 41(a)(1))
25 CITY OF SANTA ANA,
[PROPOSED] ORDER LODGED
CONCURRENTLY HEREWITH
26 Defendant.
27
28
I
STIPULATION FOR ORDER DISMISSING ACTION (FRCP RULE 41(a)(1))
EIMIT 2
Docusign Envelope ID:OF42FBD7-AC52-4266 A257-BBE14D182B71
1 Pursuant to the provisions of Federal Rules of Civil Procedure, Rule 41(a)(1),
2 it is hereby stipulated, by and between plaintiff Share Our Selves Corporation
3 (Plaintiff) and defendant City of Santa Ana(City), collectively referred to as the
4 Parties, by and through their respective counsel of record, as follows:
S A. Following settlement discussions, Plaintiff and City have entered into
6 a Settlement Agreement memorializing the settlement and release of all claims
7 between the Parties, by which Plaintiff agreed to dismiss the action with prejudice
8 in return for a settlement payment by the City;
9 B. The Settlement Agreement has been duly approved by the Parties,
10 including the City Council of the City of Santa Ana, the Settlement Agreement has
11 been fully executed by the Parties, and the City has delivered the settlement
12 payment to Plaintiff in accordance with the Settlement Agreement;
13 C. All conditions precedent having therefore been satisfied, the Parties
14 may properly file a FRCP Rule 41 stipulated dismissal of the entire action,
15 including all claims and putative counterclaims that were, or could have been,
16 alleged therein;
17 D. Accordingly, the above-entitled action may be dismissed with
18 prejudice.
19
20 IT IS SO STIPULATED
21 Dated: October , 2025 Edmond M. Connor
22 Douglas A. Hedenkamp
23 Tyler Palmer
TUCKER ELLIS LLP
24
25 BY
Edmond onnor
26 Attorneys for Plaintiff Share Our
Selves
27
28
3
STIPULATION FOR ORDER DISMISSING ACTION (FRCP RULE 41(a)(1))
Docusign Envelope ID:OF42FBD7-AC52-4266-A257-BBE14D182B71
1 Dated: October , 2025 Brett J. Williamson
2 Nora N. Salem
O'MELVENY & MVERS LLP
3
4 BY
Nora N. Salem
5 Attorneys for Plaintiff'Share Our
Selves
6
7 Dated: October , 2025 Saskia T. Asamura
S Ezra Siegel
Carlee I. Roberts
9 RICHAR.DS,WATSON & GERSHON
10 APC
I I By
12 as a samura
Attorneys for Defendant City of
13 Santa Ana
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4
STIPULATION FOR ORDER DISMISSING ACTION (FRCP RULE 41(A))
Doauslgn Envelope ID:0F42FBD7-AC52-4266-A257-BBE14D182B71
1 BRETT J. WILLIAMSON (SBN 145235)
2 bwilliamson@omm.com
NORA N. SALEM (SBN 307968)
3 nsalem@omm.com
4 gcastillolaughton@omm.com
O'MELVENY & MYERS LLP
5 610 Newport Center Drive, Suite 1700
6 Newport Beach, California 92660
Telephone: (949) 823-6900
7 Facsimile: (949) 823-6994
8
EDMOND M. CONNOR(SBN 65515)
edmond.connor@tuckerellis.com
10 DOUGLAS A. HEDENKAMP (SBN 216487)
douglas.hedenkamp@tuckerellis.com
11 TYLER PALMER (SBN 344040)
12 tyler.palmer@tackerellis.com
TUCKER.ELLIS LLP
13 2211 Michelson Drive, Ste 1100
14 Irvine, CA 92612
Telephone: (949) 622-2600
15 Facsimile: (949) 622-2626
16
Attorneys for Plaintiff Share Our Selves
17
18 UNITED STATES DISTRICT COURT
19 CENTRAL DISTRICT OF CALIFORNIA
20
21 SHARE OUR SELVES CASE NO. 8:23-cv-00504-DOC-KES
CORPORATION, a California non-
22 profit corporation, [PROPOSED] ORDER DISMISSING
23
Plaintiff, ACTION(F.R.C.P. RULE 41 (A)(1))
24 vs.
25 CITY OF SANTA ANA,
26 Defendant.
27
28
i
PROPOSED ORDER DISMISSING ACTION (FRCP RULE 41(A)(1))
I
Docusign Envelope ID:4F42FBD7-AC52-4266-A257-BBE14D182B71
1 ORDER
2
3 Upon the Stipulation of the parties to dismiss the entire action with prejudice,
4 pursuant to Federal Rule of Civil Procedure 41(a)(1), and good cause appearing
5 from the foregoing Stipulation,the Court HEREBY ORDERS AND DECREES as
6 follows:
7 1. The Action filed by Plaintiff Share Our Selves Corporation is hereby
8 dismissed with prejudice.
9
10 IT IS SO ORDERED.
11
12 Dated: 2025
13
14 Hon. David 0. Carter
15 Judge, United States District Court
16
17
18
19
20
21
22
23
24
25
26
27
28
3
PROPOSED ORDER DISMISSING ACTION (FRCP RULE 41(A)(1))