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Home My WebLink AboutA9114 - SARAH STANFIELDCONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE PARTIES: (1) Sarah Stanfield ("ARTIST") (2) City of Palm Springs ("CITY") DATE: April 2, 2022 ("EFFECTIVE DATE") RECITALS ARTIST is a commercial photographer who owns all rights, title, and interest in the photograph(s) shown in the attached EXHIBIT I ("Work"). A dispute has now arisen between ARTIST and CITY, concerning CITY's alleged use of the Work as shown in the attached EXHIBIT 2 ("Photo") ("Dispute"). ARTIST and CITY (collectively, the "Parties") now desire to resolve the Dispute in accordance with the terms and conditions set forth in this Confidential Settlement Agreement and Release ("Agreement"). NOW, THEREFORE, in consideration of the mutual promises and performance hereinafter described, it is agreed as follows: 1. INCORPORATION OF RECITALS: The foregoing recitals are an integral part of this Agreement and are incorporated herein by reference. 2. WARRANTIES AND REPRESENTATIONS: CITY warrants and represents to ARTIST that CITY: (1) has used the Work only as shown in EXHIBIT 2; (2) shall not possess, sell, offer to sell, use, distribute, offer to distribute, reproduce, offer to reproduce, display, offer to display, and/or exploit the Work or Photo or any derivative thereof; and (3) has, as of the "DATE" of this Agreement, ceased all use, distribution, and/or exploitation of the Photo and any derivative thereof. 3. RELEASE: Provided that CITY is in compliance with all terms of this Agreement, the representations and warranties provided in Paragraph 2 are accurate, and upon CITY's completion of all obligations under this Agreement, ARTIST releases and forever discharges CITY, including but not limited to its present and future officers, directors, parents, subsidiaries, divisions, affiliates, shareholders, agents, partners, employees, representatives, 1of10 attorneys, predecessors, heirs, successors, and assigns, from any and all claims, counterclaims, actions, losses, damages, liabilities, demands, causes of action, and expenses, including attorney's fees, heretofore arising in law or equity, known to ARTIST, related to the Dispute, and limited to the warranties and representations in Paragraph 2 of this Agreement. Except for the obligations created in this Agreement, CITY releases and forever discharges the ARTIST, their officers, directors, parents, subsidiaries, divisions, affiliates, shareholders, agents, partners, employees, representatives, attorneys, predecessors, heirs, successors, and assigns, from any and all claims, counterclaims, actions, losses, damages, liabilities, demands, causes of action, and expenses, including attorney's fees, known or unknown, heretofore arising in law or equity, existing at any time before the full execution of this Agreement. 4. COOPERATION: CITY agrees that it has made a complete and truthful disclosure to counsel for ARTIST of all information, tangible and intangible, known to or available to CITY concerning the source, use, and distribution of the Photo. CITY agrees that violations of the provisions of this paragraph shall constitute a material breach of this Agreement, in the event of which, ARTIST may declare this Agreement null and void, and have the right to pursue all available remedies against CITY. 5. CONSIDERATION: As consideration for this Agreement, the following specific performance shall be rendered by the parties: a. CITY will tender to the ARTIST the total sum of $2,500.00 ("Settlement Payment") made payable to: The Law Office of David C. Deal, P.L.C., via money order, cashier'sibank check or wire transfer (see below) within ten (10) business days of receipt by its counsel of an original executed Confidential Settlement Agreement and Release, and concurrently with delivery of a signed original of this Agreement by CITY. Should CITY choose to make the payments via wire transfer, a copy of the wire transfer payment receipt must be sent to: The Law Office of David C. Deal, P.L.C. via email as indicated below immediately following completion of the wire transfer. 2of10 FOR PAYMENTS VIA WIRE TRANSFER ONLY: Bank: Virginia National Bank Account Name: The Law Office of David C. Deal, P.L.C. Account No.: 1020939924 ABA (Swift) No.: 051408868 FOR PAYMENTS VIA CHECK ONLY: Remit to: The Law Office of David C. Deal, P.L.C. P.O. Box 625 Charlottesville, VA 22902 b. Each party to bear their own attorney's fees. 6. BINDING EFFECT: This Agreement shall inure to the benefit of each party hereto or benefitted hereby, their predecessors, successors, subsidiaries, affiliates, representatives, assigns, agents, officers, directors, employees, and personal representatives, past, present and future. 7. FURTHER DOCUMENTS: To the extent any documents are required to be executed by any of the parties to effectuate this Agreement, each party hereto agrees to execute and deliver such other and further documents as may be required to carry out the terms of this Agreement. 8. NOTICE: Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by email, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to ARTIST: David C. Deal The Law Office of David C. Deal, P.L.C. P.O. Box 625 Charlottesville, VA 22902 434-233-2727, Telephone david(a,daviddeal.com 3of10 If to CITY: G. Henry Welles Best Best & Krieger LLP 74-760 Highway 111, Suite 100 Indian Wells, CA 92210 (760) 837-1609, Telephone henry.welles(2bbklaw.com or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice that has been received by the party to whom it is sent as evidenced by the confirmation slip. For the sake of clarity, to the extent an attorney is identified for either party, notice to such attorney constitutes sufficient notice to that party. 9. NO MODIFICATION: This Agreement contains the entire agreement between the parties regarding the subject matter hereof and may not be altered, amended, or modified in any respect, except by a writing duly executed by the party to be charged. All further prior agreements, understandings, oral agreements, and writings are expressly superseded hereby and are of no further force or effect. 10. NO ADMISSION: Execution of this Agreement by CITY is not to be construed as an admission of any liability on the part of CITY for any claim or cause of action involving its alleged infringement of the Work. 11. CHOICE OF LAW, JURISDICTION & VENUE: The Agreement shall be governed and construed in accordance with the laws of the State of California without regard to Choice of Law principles. Any subsequent disputes arising out of this Agreement shall be decided only in a court of competent jurisdiction and venue within the State of California. CITY irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of CITY's principal place of business or to CITY's counsel as identified in the Notice section of this Agreement, or as otherwise provided by applicable law. 4of10 12. COUNTERPARTS: This Agreement may be executed in counterparts all of which together constitute one and the same instrument, including electronic pdf signatures sent via e-mail or facsimile, and shall be deemed the equivalent of original signatures. 13. SEVERABILITY: If any provision or application of this Agreement shall be held invalid or unenforceable then any such provision shall be deemed severed from this Agreement and the remaining provisions and applications of this Agreement shall not be affected, but rather shall remain valid and enforceable. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date of this Agreement. IN WITNESS WHEREOF, DATE SARAH STANFIELCO Sarah Stanfield Name I/ly/-,7z - " "t; � DATE CITtbF PALM SP GS I t4s i''17 C11 !4 /V)--i Name 0 I'ticch atg, Title APPROVED AS TO FORM ON ATTORNEY OA r' . Z 5of10 EXHIBIT 1 BECOME A MEMBER CUISINE • TRAVEI T " E' T % s "', E, D 1 T ABOUT � MEMBERS ONLY LOG OUT I Q 6of10 EXHIBIT 2 7 of 10 >A� Healthy planet, Healthy You The palm Springs City Government Office of Sustamabif ly offers rebates for home energy assessments to help residents save money on their home energy bills We are offering a $10O rebate to homeowners that conduct a home energy assessment. This rebate can cover the full cost of some assessments and can reveaf important energy saving ups that can help residents save money throughout the yearfor more information, please visit the Cdy's Suslainability web page at % you See more 8of10 SUSTAINAOMM AND RIECYCLING Sustainability Scholarships for Businesses Plans 6 PuUtcotions Sustainabitity Commission Biking Information Community Gardens Community Health and Wellness Connect IE Desert Community Energy $im AVaRable for flrO Energy Assessments N.dt , Gavervnenl • Oepanmmts . 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