HomeMy WebLinkAboutA3929 - VILLAGE CENTER FOR ARTS STEVENS PARK MO 6118 Village Center For The Arts
Settlement Agr for Frances
Stevens Park Lease
AGREEMENT #3929
M06118, 4-1-98
SETTLEMENT AGREEMENT REGARDIN,-- - -- -- -- -
]FRANCE'.i STEVENS PARK LEASE
THIS SETTLEMENT AGREEMENT REGARDING FRANCES STEVENS PARK
LEASE ("Agreement") is made this day of ,� .,� 1998, by and between
VILLAGE CENTER FOR THE ARTS, a California non-j5rofit corporation ("VCA"), and the
CITY OF PALM SPRINGS, a California municipal corporation ("City").
RECITALS:
A. On August 1, 1991, VCA entered into lease agreement No. 3011 ("Lease") with
City for that portion of the real property, commonly known as 538 North Palm Canyon Drive
and described at Exhibit "A" of the Luse ("Premises").
B. Pursuant to the terms of the Lease, VCA is obligated to pay rent to City in the
amount of nine hundred sixteen dollars ($916.00) per month.
C. Beginning in July, 1995, VCA breached its obligation to pay rent under the Lease
for the months of July, 1995, through and including April, 1997. Accrued unpaid rent for said
months total nineteen thousand eighty six dollars ($19,086.00). Interest and penalties have
accrued on such unpaid rent, as required under the Lease, for a total rent obligation due the City
in the amount of twenty two thousand seven hundred fifty nine dollars and thirty three cents
($22,759.33), plus any interest and penalties continuing to accrue on the unpaid rent ("Unpaid
Rent").
D. In April, 1997, City terminated VCA's occupancy of the Premises, in accordance
with the terms of the Lease, and allowed VCA to remain on a portion of the Premises until
September, 1997.
E. VCA acknowledges its obligation to pay the Unpaid Rent to City.
F. On October 6, 1997, VC'.A offered to settle its obligation to pay the Unpaid Rent
to City for seventeen thousand five hundred dollars ($17,500.00).
G. VCA has paid to City and City has accepted the following amounts towards the
total agreed upon settlement amount of seventeen thousand five hundred dollars ($17,500.00)
("Settlement Amount"): one installment of three thousand dollars ($3,000.00) upon the
performance of the Village Arts Festival at Stevens Park,("Festival") beginning on November
8, 1997, and two installments of two thousand five hundred dollars ($2,500.00) each upon the
performance of the Festivals beginning on January 16 and February 14, 1998.
H. There remains a balance of the Settlement Amount payable to City of nine
thousand five hundred dollars ($9,500.00).
6271014084-0001/3123735.2 a03/19/98 AWDIOR
I. City and VCA desire to enter into this Agreement to settle VCA's obligation to
pay the Unpaid Rent, upon the terms set forth in this Agreement, and avoid litigation for the
payment of the Unpaid Rent.
J. VCA and City hereby acknowledge that the above recitals are true and correct.
COVENANTS:
Based on the foregoing recitals, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. VCA'S OBLIGATIONS.
1.1 VCA agrees to settle its obligation to pay City the entire Unpaid Rent for the
Settlement Amount, payable to City as follows:
• Before the execution of this Agreement, VCA has paid to City a total of eight
thousand dollars ($8,000.00),
0 Before the first day of the performance of the Festival, scheduled to begin on
November 27, 1998, and before the first day of each of two (2) additional
Festivals scheduled to begin on February 13 and March 5, 1999 (for a total of
three (3) Festivals) VCA shall pay to City two thousand five hundred dollars
($2,500.00), and
• Before the first day of the Festival to be scheduled for the year 2000 season,
VCA shall pay to City two thousand dollars ($2,000.00); in the event another date
becomes available in 1999 for the performance of the Festival, however, that date
in 1999 shall be made available to VCA in lieu of the Festival scheduled for the
year 2000 season, and before the first date of such Festival in 1999, VCA shall
pay to City two thousand dollars ($2,000.00).
1.2 At City's sole discretion and at its request, City will accept, as a reduction of the
Settlement Amount, decorative banners provided by VCA, upon such terms as may be negotiated
by the parties and as set forth in an addendum to this Agreement. Any amount to be credited
against the Settlement Amount for such banners shall be determined by City in its sole
discretion, which discretion shall be exercised reasonably, and any credit against the Settlement
Amount shall be subject to City's acceptance of the banners.
1.3 At City's sole discretion and at its request, City will accept, as a reduction of the
Settlement Amount, entertainment performances provided by VCA at special events organized
by City ("VCA Performances"), upon such terms as may be negotiated by the parties and as set
forth in an addendum to this Agreement. Any amount to be credited against the Settlement
Amount for VCA Performances shall be determined by City in its sole discretion, which
discretion shall be exercised reasonably, and any credit against the Settlement Amount shall be
subject to City's acceptance of a proposal submitted by VCA for VCA Performances.
6271014094-0001/3123735.2 .03/11/98 -2-
SECTION 2. CITY'S OBLIGATIONS.
2.1 In consideration of VCA's agreement to settle its obligation to pay the entire
Unpaid Rent, City has agreed to forebear and postpone the prosecution of all claims and causes
of action against VCA for payment of the Unpaid Rent while VCA performs pursuant to the
terms of this Agreement.
2.2 City hereby acknowledges receipt of eight thousand dollars ($8,000.00) paid by
VCA to City as a reduction of the Settlement Amount, leaving a balance of nine thousand five
hundred dollars ($9,500.00).
2.3 Upon the payment of the entire Settlement Amount by VCA to City under the
terms of this Agreement, City shall furnish VCA with documentation evidencing satisfaction of
the Unpaid Rent.
2.4 The Unpaid Rent, as reduced by any amounts paid by VCA to City, shall continue
to accrue interest until paid in full. City, however, will forebear its entitlement to such accrued
interest on the Unpaid Rent in consideration for the full and satisfactory performance by VCA
of the terms of this Agreement. City reserves the right to seek all accrued interest upon VCA's
breach of this Agreement as defined at Section 3 below.
SECTION 3. DEFAULT AND REMEDIES.
3.1 If VCA neglects, refuses, or fails to make any installment within the time periods
required at Section 1, or otherwise satisfactorily perform any of the provisions of this
Agreement, VCA shall be in default.
3.2 In the event of a default and after written notice by City of the default and VCA's
failure to completely cure the default within thirty (30) days of the date of such notice, City may
pursue the following remedies:
a. Collection of the entire Unpaid Rent, as reduced by any amounts paid by
VCA to City prior to any default by VCA, plus interest accrued thereon.
b. Withhold or revoke any occupancy permits, certificate of occupancy,
business licenses and similar approvals pertaining to VCA's right to engage in entertainment
activities in City.
C. The foregoing provisions of this Section 3 are not exclusive but are
cumulative and in addition to all other rights and remedies available under the law and the
exercise of one or more rights and remedies shall not preclude the exercise, at the same or
different times, of any other rights or remedies for the same default or any other default.
SECTION 4. MISCELLANEOUS.
4.1 Compliance With Laws. All actions taken pursuant to this Agreement shall be
provided in accordance with all federal, state, and local laws, ordinances and regulations
including, without limitation, all applicable Palm Springs Municipal Code provisions.
627/014084-0001/3123735.2 a03/11/98 -3-
Furthermore, each and every provision required by law to be inserted into this Agreement shall
be deemed to be inserted, and this Agreement shall be read and enforced as though they were
included.
4.2 Attorneys' Fees. If any party to this Agreement is required to initiate or defend
any action to enforce the provisions of or remedy the breach of this Agreement, the prevailing
party in such action or proceeding, in addition to any other relief which may be granted, shall
be entitled to recover its reasonable attorneys' fees, both at trial and on any appeal and in any
administrative proceeding. Attorneys' fees shall include reasonable costs for investigating such
action, conducting discovery, and all other necessary costs the court allows which are incurred
in such litigation. All such fees shall be deemed to have accrued on commencement of such
action and shall be enforceable whether or not such action is prosecuted to completion.
4.3 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party shall impair such right or remedy or be construed as a waiver. The consent
or waiver of one act or omission shall not be deemed to constitute a consent or waiver of any
subsequent act or omission. Any waiver by any-party of any default must be in writing.
4.4 Integration: Amendment. This Agreement contains all of the agreements of the
parties and cannot be modified, terminated or rescinded, in whole or in part, except by an
instrument in writing signed by all parties hereto. No prior oral or written understanding shall
be of any force with respect to those smatters covered in this Agreement.
4.5 Notice. Any notice to be given under this Agreement shall be in writing and
given by personal delivery or by depositing the same in the United States Mail, certified or
registered, postage prepaid, to the addresses set forth below, or to such other address as a party
may designate from time to time:
City: City of Palm Springs
Attention: Dallas Flicek
3200 E. Tahquitz Canyon Way
Palm Springs, California 92263
With a Copy to: David J. Aleshire, Esq.
Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
VCA: Village Center for the Arts
P.O. Box 2464
Palm Springs, CA 92663
Attn: Suzanne Ferro, President
Notices personally delivered shall be effective upon delivery. Notices delivered by mail,
as provided above, shall be effective forty-eight (48) hours after deposit in the mail. If the
effective date falls on a holiday or weekend, the effective date shall be the next business day
following such holiday or weekend.
627/014084-0001/3123735.2 a03111/98 -4-
4.6 Term. This Agreement shall continue in full force and effect until the last
installment of the Settlement Amount is paid to City.
4.7 Interpretation and Enforcement; Governing Law. This Agreement shall be
construed and interpreted both as to validity and performance of the parties in accordance with
the laws of the State of California. Legal actions concerning any dispute, claim, or matter
arising out of or in relation to this Agreement shall be instituted and maintained in the Superior
Court of the County of Riverside, State of California, or in any other appropriate court with
jurisdiction in such county, and VCA agrees to submit to the personal jurisdiction of such court.
4.8 Severability. If any term, provision, covenant, or condition of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions of the Agreement shall continue in full force and effect, unless and to the extent that
the rights and obligations of any party would be materially altered or abridged by such
interpretation.
4.9 Corporate Authority. The person executing this Agreement on behalf of VCA
warrants that such person has been duly authorized to execute and deliver this Agreement on
behalf of VCA, by so executing this Agreement, such party is formally bound to the provisions
of this Agreement, and the provisions of this Agreement do not violate any provision of any
other agreement to which such party is bound.
627/014084-0001/31237352 •03/11/98 -5-
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above.
CITY:
CITY O A�,M SPItFAl S,
a mu icipal corporation
c7
City Mana r
ATTEST:
Zity Clerk
APPROVED AS TO FORM:
City Att6m.e*e
VCA:
VILLAGE CENTER FOR THE ARTS,
a non-profit California corporation
By: Suzanne Ferro, President
Address: Village Center for the Arts
P.O. Box 2464
Palm Springs, CA 92663
6271014084-0001/3123735.2 •03/11/98 -6-
EXHIBIT "A"
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Showing the Leased Premises
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To Settlement Agreement