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HomeMy WebLinkAbout00523C - CRA TO REIMBURSE PALM SPRINGS INTERNATIONAL FILM FESTIVAL (PSIFF) TENANT IMPR FOR PALM CANYON THEATRE Kathie Hart From: Diana Shay Sent: Monday, March 21, 2016 6:10 PM To: Kathie Hart Subject: RE:A0523c-Palm Springs International Film Festival You may close it. Thanks! V&" SA" Redevelopment Coordinator City of Palm Springs 760-323-8260 From: Kathie Hart �'�M1 Sent: Monday, March 21, 2016 5:46 PM To: Diana Shay Subject: A0523c - Palm Springs International Film Festival Diana: This is a reimbursement agreement-improvements to the Palm Canyon Theater. Do we want to keep this open, or is it ok to close it. Please let me know ok? Thx! Kathie Hart, MMC Chief Deputy City Clerk CAL bit ;Jtt {G .=, CA€IFORtiIA bko no a e3me." City of Palm Springs r-,' (760) 323-8206 3200 E. Tahquitz Canyon Way t (760) 322-8332 Palm Springs,CA 92262 E Kathie.Hart@Palm5pringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday,and closed on Fridays. > REIMBURSEMENT AGREEMENT Hhrz-(LK 2007 Palm Springs, California FOR VALUE RECEIVED, the undersigned ("Agency")hereby promises to pay PALM SPRINGS INTERNATIONAL FILM FESTIVAL, a California nonprofit corporation ("PSIFF"), a sum not to exceed One Hundred Fifty Thousand Dollars ($150,000.00), to reimburse PSIFF for the costs of constructing certain public improvements in the City of Palm Springs at the Palm Canyon Theatre, 538 North Palm Canyon Drive, in Merged Area #1, described in Exhibit "A," "Scope of Improvements." RECITALS A. PSIFF conducts, promotes and markets the Palm Springs International Film Festival, an annual event held for approximately fifteen days in early January of each year("Film Festival'), and the Palm Springs International Short Film Festival, an annual event held for approximately seven days in the late summer/early fall of each year ("Short Film Festival'). PSIFS presents film screenings at various venues for its members and guests ("Screenings"). B. The City owns the Palm Canyon Theatre located at 538 North Palm Canyon Drive in Palm Springs, California ("Theatre"). The Theatre is leased to a live theater group, Palm Canyon Theatre, a California nonprofit corporation ("Tenant") underthat Lease dated the 9t"day of July 1997, and amendments thereto ("Lease"), and the City entered a Palm Canyon Theatre Use Agreement with PSIFF on giving PSIFF right and access to the Theatre during certain agreed-upon days. C. PSIFF proposes to contribute $70,000 toward the construction of certain improvements at the Theatre, which is approximately one-third the cost of the improvements, and to undertake and manage the construction of the improvements in a manner mutually beneficial to Tenant, PSIFF, and the City. D. The proposed use of the Theatre by PSIFF and PSIFS will benefit the City by, among other things, promoting tourism to the City of Palm Springs- E. The Members of the Agency have determined that the Improvements within the meaning of the Section 33679 of the CRL are of benefit to Merged Redevelopment Project No. 1. NOW, THEREFORE, in consideration of the mutual covenants and obligations in this Agreement, and for other good and valuable consideration, the receipt and GRK7+CwAL E'iD Au'DdCEy!��Cti +. i�.uvJ sufficiency of which are hereby acknowledged, the parties hereby agree as follows: a. Repayment by Agency- Agency shall pay in full to PSIFF the Amount in lawful money of the United States, from tax increment accrued in Merged Area #1. Payment shall be made within thirty days of the recording of the Notice of Completion, attached as Exhibit "B," by the City's Director of Community & Economic Development or other appropriate notice to Agency. b. Prepayment. This Agreement sum may be prepaid in whole or in part at any time without penalty, or in progress payments based on the receipt of copies of paid invoices forthe agreed-upon work,within thirty days of the certification by Agency of the completed work. G. Severability. The unenforceability or invalidity of any provision or provisions of this Agreement as to any persons or circumstances shall not renderthat provision orthose provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. d. Modifications. Neither this Agreement nor any term hereof may be waived, amended, discharged, modified, changed orterminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Agency and PSIFF. No delay or omission on the part of PSIFF in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Agreement. e. No Waiver by PSIFF No waiver of any breach, default.or failure of condition underthe terms of this Agreement orthe obligation secured thereby shall be implied from any failure of PSIFF to fake, or any delay be implied from any failure by PSIFF in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure_ f. Governing Law, This Agreement has been executed and delivered by Agency in the State of California and is to be governed and construed in accordance with the laws thereof. g, Indemnity. To the maximum extent permitted under law, PSIFF shall defend, indemnify, and save harmless the Agency, its elected and appointed officials, employees, and agents against any losses, costs, damages and expenses (including reasonable attorneys' fees and costs) (collectively herein, "Loss"), which relate to or arise out of any material default, gross negligence, or willful misconduct of PSIFF in connection with the PSIFF's obligations under this agreement, including but not limited to any liability for the payment of prevailing wages in the event the work described in this agreement is determined by an appropriate legal proceeding to be"public work" as that term is defined in Labor Code Section 1720. It is understood and agreed that this provision shall not be construed as a warranty or guaranty with the respect to the improvements to be constructed, and the parties shall look solely to the contractor, subcontractors or design professionals performing such improvement work. a1ag`o$ r IN WITNESS WHEREOF, Parties have executed this Agreement as of the date and year first above written. "PSIFF" By: Q� Its: Ch6(1Y�Qrm] - emmm�h , "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE. CITY OF PALM SPRINGS, a public body, corporate and politic _- EXECU ITNE t�V ATTEST �.� _ - sslstant secretary Q�Ofa�2� nE.K,, C ,fie u�. �,�a 5' e•.__c�,. Ci. AP P %A D AST O FO Y ,per AD5?3r Agency unsel Exhibit "A" SCOPE OF IMPROVEMENTS The improvements subject to this Agreement shall include: 1. The removal of the'quickcrete" monument sign located nearthe Palm Canyon Drive entrance, and the installation and construction of a lighted, masonry marquee sign. The estimated cost of the sign is$20,000, including the cost of extending electrical power to the sign; 2. Improvements to the lobby, including general cosmetic, lighting and miscellaneous upgrades ($15,000): 3. The replacement of two 5-ton air conditioning compressors for the main auditorium, estimated to be $25,000, and the installation of two 2-ton ductless air conditioning units for the lobby area, estimated to be $10,000. 4. PSIFF will combine the existing men's and women's lavatories located in the southwest wing of the building into a single expanded women's room, consisting of 7 toilets and 3 sinks. The project will require full demolition and rebuilding of the women's room, including the retiling of the new combined roam. 5. PSIFF will construct a new men's room in an existing supply closet located on the west side of the breezeway. The construction of the new men's room will require new water and plumbing lines to be extended to that room, as well as an upgrade to the electrical system there. Like the women's room, the men's room will contain 3 urinals, 1 or 2 toilets (depending on space availability and ADA requirements, and 2 sinks and will be tiled, 6. The construction of the new men's and ladies' bathrooms are estimated to cost $150,000. Exhibit "B" FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Community Redevelopment Agency of the City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director (Space Above This Llne for Recorder's office use Only) CERTIFICATE OF COMPLETION_ WHEREAS, bythat certain Reimbursement Agreement("Agreement") dated , by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Agency"), and THE PALM SPRINGS INTERNATIONAL FILM FESTIVAL, a California nonprofit corporation ("PSIFF"), PSIFF has agreed to construct certain improvements on that certain real property situated in the City of Palm Springs, California, described on Exhibit "A" attached hereto and made a part hereof; and WHEREAS, as referenced in the Agreement,Agency shall furnish PSIFF with a Certificate of Completion upon completion of construction and development,which certificate shall be in such farm as to permit it to be recorded in the Official Records of the County Recorder of the County of Riverside, California; and WHEREAS, this Certificate of Completion shall constitute a conclusive determination by Agency of the satisfactory completion by PSIFF of the construction required by the Agreement and of PSIFF's full compliance with the terms of the Agreement with respect to such construction; and WHEREAS,Agency has conclusively determined that the construction on the real property described in Exhibit "A" of the Agreement has been satisfactorily completed by PSIFF in full compliance with the terms of the Agreement. NOW, THEREFORE, 1. The improvements required to be constructed have been satisfactorily completed in accordance with the provisions of said Agreement. 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respectto the obligations of PSIFF, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. 3. This Certificate of Completion shall not constitute evidence of compliance with orsatisfaction of any obligation of PSIFF to any holderof a mortgage or any insurer of a mortgage securing money loaned to finance the improvements or any part thereof, 5. This Certificate of Completion is not a Notice of Completion as referred to in California Civil Code Section 3093. 6. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, the Agency has executed this Certificate of Completion this_day of COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Chair ATTEST: Agency Secretary APPROVED AS TO FORM: WOODRUFF, SPRADLIN & SMART, LLP Douglas C. Holland, Agency Counsel CONSENT TO RECORDATION The City of Palm Springs, a California Charter City, ("PSIFF") defined herein and the owner of the fee title to the real property legally described herein, and Palm Canyon Theater, the holder of the leasehold interest in the Property, hereby consent to the recordation of this Certificate of Completion against the real property legally described herein_ "City of Palm Springs" ATTEST: By City Clerk David H. Ready, City Manager APPROVED AS TO FORM: Date: WOODRUFF, SPRADLIN & SMART, LLP Douglas C. Holland, City Attorney "Palm Canyon Theater" Date: By: Its: By: Its: EXHIBIT "1" to Certificate of Completion LEGAL DESCRIPTION OF THE PREMISES That certain property in the City of Palm Springs, County of Riverside, State of California, being generally the southern most half of the property known as Frances Stevens Park, described as follows: That portion of the Southeast quarter of the Southeast quarter of Section 10, Township 4 South, Range 4 East, San Bernardino Base and meridian, described as follows: Beginning at a point on the south line of said Section 10, Township 4 South, Range 4 East, San Bernardino Base and Meridian, 30 feet West of the Southeast oomerthereof;thence South 890 42'West on said South line, 297.40 feet; thence North on the East line of a public highway 550.4 feet; thence North 890 42' East 296.75 feet to a point distance 30 feet, measured at a right angle, from the East line of said Section 10; thence South 00 2' 30" East and parallel with said East line, 550.4 feet to the point of beginning.