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HomeMy WebLinkAboutA7293 - IBH MANAGMENT PS, LLC (INFUSION BEACH CLUB) - DELINQUENT TAX REPAYMENT DELINQUENT TAX REPAYMENT AGREEMENT Christopher Rosas and IBH Management PS, LLC THIS AGREEMENT (the "Agreement") is made and entered into by and among the CITY OF PALM SPRINGS, a California charter city and municipal corporation (the "City"), and Christopher Rosas, an individual, and IBH Management PS, LLC, a California limited liability company ("IBH"). Christopher Rosas and IBH are collectively referred to as the "Business." The City and Business are sometimes collectively referred to as the"Parties." RECITALS: A. The Parties agree that the Business owes an outstanding delinquent transient occupancy tax payment to the City based on the operations and sales at the Business under Chapter 3.24 of the Palm Springs Municipal Code. B. The Business desires to enter into this Agreement to pay the outstanding delinquent transient occupancy taxes due to the City. C. The Business is delinquent in its transient occupancy tax payment to the City in the following amounts: March, 2019 $28,081.46 and April, 2019 $28,329.76. In sum, the Business is delinquent in its transient occupancy tax payments to the City in the amount of$56,411.22. D. The purpose of this Agreement is to set forth the terms and conditions under which the outstanding delinquent transient occupancy tax owed to the City shall be paid and to set forth terms for subsequent transient occupancy tax payments by the Business to the City. NOW, THEREFORE, in consideration of the terms, conditions and promises set forth herein, it is agreed as follows: TERMS 1. Recitals. The Recitals are incorporated into and are a part of this Agreement. 2. Business Responsibilities. A. Business shall cause to be paid to the City by August 12, 2019, fifty six thousand four hundred and eleven dollars and twenty two cents ($56,411.22). B. Business shall cause the transient occupancy tax payments due for the time period of June 1, 2019 through June 14, 2019 to be paid on June 17, 2019. Business shall continue to make all subsequent transient occupancy tax payments for the Business on a weekly basis. Payments shall be made each Monday for the preceding week. 3. Late Pam. In the event the Business fails to make any required payment per the terms of this Agreement, City shall notify the Business in writing of the missing payment. Business shall have ten(10) days from this notice to make the required payment, plus a five hundred dollar ($500.00) late fee which will not be applied to any amounts due. Failure to make this payment within ten (10) days from the City's written notice shall constitute a default of this Agreement. 55575.18140\32115401.2 1 4. Obligation to Pay Future Taxes. In no way shall this Agreement modify, reduce, or eliminate any future tax obligations of the Business, including any subsequent tax owed to the City except that future transient occupancy tax payments shall be made on a weekly basis per this Agreement. THIS AGREEMENT ONLY PERTAINS TO THE DELINQUENT TAXES OWED BY THE BUSINESS. The Business shall be responsible for the full and timely payment of future tax obligation owed to the City. 5. Default, Accelerated Payment and City-Issued Permits. Should the Business violate any terms of this Agreement, including failure to make a timely payment, the City may terminate this Agreement via written notice to the Business. In the event of termination, the Business shall pay the full balance of the outstanding delinquent taxes owed to the City within ten (10) days of termination. Failure to pay the outstanding balance within ten (10) days may result, in the City's sole discretion, in the suspension or revocation of all existing and subsequently obtained City-issued permits for the Business. 6. Waiver and Modification of Agreement. The failure of the City to insist upon strict observance of, or compliance with, all of the terms of this Agreement in one or more instances, shall not be deemed to be a waiver of the City's right to insist upon such observance of compliance with the other terms of this Agreement. No breach of any provision hereof can be waived unless it is done in writing and signed by the City. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or other provisions hereof. This Agreement may be amended only by written agreement executed by the Parties. The City shall not be bound by any representation, warranty, promise, statement or information,unless it is specifically set forth in this Agreement. 7. Reservation of Rights. Nothing in this Agreement shall be deemed to limit or waive any other right or remedy the City may have under the Palm Springs Municipal Code or any other applicable law to enforce or collect any delinquent taxes. The City reserves its right to pursue any other civil, criminal or administrative remedies in the future against the Business, or any successor of interest, for any unpaid delinquent taxes owed to the City or any other violation of law. 8. Joint and Several Liability. Wherever this Agreement imposes an obligation upon the Business, that obligation shall be deemed to be joint and several as to Christopher Rosas and IBH. Christopher Rosas agrees to be personally responsible for the delinquent taxes owed to the City that are the subject of this Agreement 9. Captions. All paragraph captions are for reference only and shall not be considered in construing this Agreement. 10. Succession and Survival. This Agreement shall be binding upon the Parties, their agents, representatives, and successors. Except as otherwise provided in this Agreement, all representations, warranties and covenants set forth in this Agreement shall be'deemed continuing and shall survive the execution date of this Agreement. 11. Counterparts. The Parties may execute this Agreement in counterparts which shall, in the aggregate, be signed by all the Parties. This Agreement may be executed in faxed or digital ("pdf') e-mail counterparts and when so executed by the Parties, this Agreement will be binding upon them and each counterpart will constitute an original document. 12. Governing Law. This Agreement is entered into and shall in all respects be interpreted, enforced and governed by and under the laws of the State of California.Any action or proceeding to enforce or interpret the terms of this Agreement shall be brought in Riverside County, California. 55575.18140\32115401.2 13. Entire Agreement. This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter hereof. The Parties have made no representation, covenant, or undertaking other than those expressly set forth in this Agreement. The Parties hereby acknowledge and represent that in releasing, discharging and settling certain claims and in executing and entering into this Agreement, no other Parry, nor any agent, attorney or other representative of any Party has made any promise, representation, warranty, covenant, warning or inducement whatsoever, express or implied, except as contained in this Agreement, concerning all or any part of the subject matter hereof, to induce them to execute this Agreement. The Parties hereby acknowledge and represent that they have read and understand this Agreement, and each and every provision or term of this Agreement, and have reviewed the same with legal counsel. This Agreement cannot be modified except by a written document signed by all of the Parties. This is a fully integrated agreement. 14. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable such portion will be deemed severed from this Agreement and the remaining parts will continue in full force as though such invalid or unenforceable provision had not been part of this Agreement. 14. Effective Date. This Agreement shall be effective as of the date of its complete execution by the last signing party. 15. Notices.Notices and payments to the City shall be delivered to: City of Palm Springs Attn: Nancy Pauley 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 And a copy to: City of Palm Springs Attn: City Attorney 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Notices to the Business shall be delivered to: Christopher Rosas 200 W Sahara Ave Unit 3903 Las Vegas,NV 89102 IBH Management PS, LLC Attn: Christopher Rosas 1900 N. Palm Canyon Dr. Palm Springs, CA 92262 55575.18140\32115401.2 IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the day set forth below. EACH OF THE UNDERSIGNED HEREBY DECLARES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN COMPLETELY AND ARE FULLY UNDERSTOOD, AND BY EXECUTION HEREOF VOLUNTARILY ACCEPTS THE TERMS WITH THE INTENT TO BE LEGALLY BOUND THEREBY. APPROVED AS TO LEGAL FORM CITY: CITY OF PALM SPRINGS,a charter city and municipal Jeffrey 9.balfingepo' corporation City Attorney By: David Ready,Ph.D.,Esq. ST: City Manager 7�� CHRISTOPHER ROSAS: ' y erk Christopher Rp s, an individual By: Chris Rosas IBH MANAGEMENT PS,LLC: a limited liability co any By: Christopher a Manager APPROVED M^ 11Y PARR GER _ 82223 s��61 22 55575.18140\32115401.2