City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
That the City Council considers the existing Performing Arts Grant agreements with
The Circle X Theatre Company (“Circle X”) and The Other Side of the Hill
Productions (“Other Side”) respectively, and approve a mutual termination to both
agreements.
BACKGROUND/DISCUSSION:
On September 23, 2004, a workshop was held at the Veterans’ Memorial Building for
prospective 2005 performing arts grant applicants. At this workshop, staff notified those
present (which included representatives of Circle X and Other Side) that a Request for
Proposal for a Resident Theater Company (“RFP”) would be issued in the coming
months and that the availability of the Ivy Substation in 2005, to grant recipients, was
uncertain at that time. Staff advised the prospective applicants to identify alternative
venues to the Ivy prior to submitting their 2005 grant applications, given the Ivy’s
popularity and unknown future availability.
In February of 2005, the City of Culver City entered into agreements with Other Side
(Contract No. 2005 – 019) and Circle X (Contract No. 2005-038). Both agreements
were for a six-week theater performance at the Ivy Substation (“the Ivy”). Circle X was
to perform in the summer while Other Side was to perform in the fall pursuant to their
performing arts grant applications submitted to the City in October 2004. At that time,
both contracts were entered into in good faith given past experience with integrating
performing arts grant recipients’ performance schedules with that of Center Theatre
Group, the former resident theater company at the Ivy Substation.
Meeting Date: 7/25/05 Item Number: C-5
AGENDA ITEM: Consideration of Existing Agreements with Circle X Theatre Company
and The Other Side of the Hill Productions
Contact Person/Dept.: Susan Evans Phone Number: 310.253.5702
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [] Consent Item: [X] Attachments: []
Public Notification:
Master Notification List on 7/20/05
Department Approval:
Susan Evans 7/14/05
CAO Approval:
Jerry Fulwood 7/20/05
City Controller Approval:
Marlee Chang 7/19/05City of Culver City, California
City Council Agenda Item Report
Pursuant to direction given by the Redevelopment Agency on September 20, 2004, staff
issued a Request for Proposal for a Resident Theater Company at the Ivy Substation
(“RFP”) on February 3, 2005. A workshop and walk through of the Ivy Substation for
prospective applicants was held on February 24, 2005, which was attended by
representatives from Other Side and Circle X. At that time, there was a discussion
between staff and both companies regarding the City’s existing contract and a potential
conflict with the schedule of a new resident theater company at the Ivy Substation. As
the tentative lease date for the resident theatre company was determined for July 1,
2005, staff encouraged both groups to consider alternative timing and/or location, as
advised during the application process. Additionally, Circle X independently submitted
a proposal for consideration to be the resident theatre company at the Ivy
On May 9, 2005, the Redevelopment Agency unanimously approved The Actors’ Gang
Theatre Company as the new resident theater company at the Ivy Substation, beginning
July 1, 2005. Since that time, staff, The Actor’s Gang, and representatives from Other
Side and Circle X have been in discussions in hope of identifying alternative venues in
Culver City. These efforts were extensive, however, a mutually agreeable site and
timeframe was not reached.
To that end, staff has spoken several times with both Other Side and Circle X regarding
potential solutions, and all parties have concluded that a mutual termination of the
agreements would be the best course of action.
As stated in their contracts, Section 8, “Either the City or Artist may terminate the
Agreement at any time with or without cause, at the sole discretion of the party
terminating the Agreement… and Artist shall be entitled to pro rata payment for services
rendered to the date of notification.”
Due to the inability to accommodate either Other Side or Circle X at the Ivy Substation,
staff is recommending that payment of the awards be made in full, as a good faith
gesture to the services and preparations for anticipated performance.
FISCAL ANALYSIS:
As both companies were planning on generating income for their operation for these
events, staff believes that full award payment is a fair and reasonable determination.
The award amounts approved by the City were $4,000 to The Other Side of the Hill
Productions and $5,000 to Circle X Theatre Company. These amounts are available
from the Art Fund in account 41300614.619800.
ATTACHMENTS:City of Culver City, California
City Council Agenda Item Report
Exhibit A – Dissolution Agreement with Other Side of the Hill Productions
Exhibit B – Dissolution Agreement with Circle X Theatre Company
MOTION:
That the City Council:
Approve a mutual termination to the existing agreement with The Other Side of the
Hill Productions, Contract Number 2005 – 19 and authorize award payment of
$4,000, and;
Approve a mutual termination to the existing agreement with Circle X Theatre
Company, Contract Number 2005 – 38 and authorize award payment of $5,000.
City of Culver City, California
City Council Agenda Item Report
MEETING DATE 7/14/05
AGENDA ITEM Consideration of Existing Agreements with Circle X Theatre
Company and the Other Side of the Hill Productions
ATTACHMENTS
Pages
Exhibit A — Mutual Termination and General Release
for the Other Side of the Hill Productions
1-3
Exhibit B — Mutual Termination and General Release
for The Circle X Theatre Company 4-6MUTUAL TERMINATION AND GENERAL RELEASE AGREEMENT
[Civil Code Section 1542]
This Mutual Termination and General Release Agreement is entered into by and among
the City of Culver City, a municipal corporation ("City") and The Other Side of the Hill
Productions, Inc , a California non-profit corporation ("OSHP")
WHEREAS, City and OSHP entered into that certam services agreement dated February
3, 2005 (the "Grant Agreement"), whereby City agreed to grant OSHP Four Thousand Dollars
($4,000 00) to assist with funding of a limited-time production to be performed at Ivy Substation
(the "Grant"),
WHEREAS, pursuant to the Grant Agreement, City is authonzed to terminate the Grant
Agreement and Grant, as long as OSHP is compensated m an amount not the exceed the Grant
for its efforts occurring prior to the termination, and
WHEREAS, the parties agree to the termination of the Grant Agreement pursuant to the
Grant Agreement and this Mutual Termination and Release Agreement
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, the parties do hereby agree as follows|109| Pursuant to the provisions of the Grant Agreement, the parties mutually agree the
Grant Agreement is terminated as of the date of this Termination and General Release
Agreement|109| Pursuant to the provisions of the Grant Agreement, City has decided, and OSHP
agrees, Four Thousand Dollars ($4,000 00) is the appropnate pro rata payment for services
rendered to the date of notification of termination of the Grant Agreement (the "Termination
Payment")|109| City shall pay the Termination Payment to OSHP concurrently with City's
signing of this Mutual Termination and Release Agreement and upon that payment each party
agrees neither will have any rights or obligations under the Grant Agreement|109| Mutual General Releases
Effective immediately upon the execution of the Grant Agreement, the general
releases provided for herembelow shall become effective and legally binding upon each of the
parties hereto
(a) Released Matters Except with respect to the obligations and rights created by
this Mutual Termination and General Release Agreement, City, on the one hand, and OSHP, on
the other hand, for themselves and for their respective heirs, executors, administrators, legal
successors and assigns, release and absolutely and forever discharge each other, and their
respective heirs, executors, administrators, legal successors and assigns, attorneys, agents,servants, employees, partners and shareholders, and each of them, of and from any and all
claims, demands, debts, liabilities, accounts, obligations, costs, expenses, actions and causes of
action of every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, which he now has, owns or holds, or at any time heretofore had owned or held,
known or unknown, suspected or unsuspected, existing as of the date of execution of this Mutual
Termination and General Release Agreement by all parties hereto, regarding all claims, defenses
and other matters which have arisen or might arise with respect to the water damage to the west
side of the Property or any of the transactions or disputed referred to m the recitals to this Mutual
Termination and General Release Agreement
(b) Civil Code Section 1542 Each party hereto acknowledges it is familiar with
Section 1542 of the Civil Code of the State of California which is set forth below
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
(c) Full and Final Release Each party hereto WAIVES AND
RELINQUISHES any right or benefit which it has or may have under Section 1542 of the Civil
Code of the State of California, as set forth above, to the full extent it may lawfully waive such
rights and benefits pertaining to the matter herein released (the "Released Matter")
(d) Warranty The parties to this Mutual Termination and General Release
Agreement, represent and warrant to each other they are the sole and lawful owners of all right,
title and interest in and to the Released Matter and each of them has not heretofore assigned or
transferred or purported to have assigned or transferred, to any person or entity, any of the
Released Matter
(e) Indemnification The parties to this Mutual Termination and General Release
Agreement, shall indemnify and defend each of the parties and hold them harmless from and
against any claims based upon or arising in connection with such pnor assignment or transfer, or
any purported assignment or transfer of the Released Matter|109| Attorneys' Fees If any party hereto institutes any action or proceeding at
law or in equity to enforce any provision of the Grant Agreement or this Mutual Termination and
General Release Agreement, then the prevailing party shall be entitled to recover from the losing
party, reasonable attorneys' fees|109| Entire Agreement This Mutual Termination and General Release Agreement
constitutes the entire understanding and agreement of the parties with respect to the Grant
Agreement and the subject matter of this Mutual Termination and General Release Agreement
and any and all prior agreements, understandings and representations with respect to those
subject matters are hereby terminated and canceled in their entirety and are of no further force
and effect
-2--3-
Name
Title
titd f6f.
(c (1,l_ C-4 1,9
6d4
By
IN WITNESS WHEREOF, each undersigned hereto has executed this Mutual
Termination and General Release on behalf of each party
Date June , 2005 CITY OF CULVER CITY
By
Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
Carol A Schwab, City Attorney Susan Evans,
Community Development Director
APPROVED AS TO FINANCING
James Lavery, City Controller
Date Ju ,pe, 2005
7A3
OTHER SIDE OF THE HILL OF THE HILL
PRODUCTIONS, INC , a California non-profit
corporation
oMUTUAL TERMINATION AND GENERAL RELEASE AGREEMENT
[Civil Code Section 1542]
This Mutual Termination and General Release Agreement is entered into by and among
the City of Culver City, a municipal corporation ("City ) and Circle X Theatre Company, a
California non-profit corporation (` Circle X")
WHEREAS, City and Circle X entered into that certain services agreement dated
February 22, 2004 (the "Grant Agreement ), whereby City agreed to grant Circle X Five
Thousand Dollars ($5,000 00) to assist with funding of a limited-time production to be
performed at Ivy Substation (the "Grant ),
WHEREAS, pursuant to the Grant Agreement, City is authorized to terminate the Grant
Agreement and Grant as long as Circle X is compensated in an amount not the exceed the Grant
for its efforts occurring prior to the termination, and
WHEREAS, the parties agree to the termination of the Grant Agreement pursuant to the
Grant Agreement and this Mutual Termination and Release Agreement
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, the parties do hereby agree as follows|109| Pursuant to the provisions of the Grant Agreement, the parties mutually agree the
Grant Agreement is terminated as of the date of this Termination and General Release
Agreement|109| Pursuant to the provisions of the Grant Agreement, City has decided, and Circle X
agrees, Five Thousand Dollars ($5,000 00) is the appropriate pro rata payment for services
rendered to the date of notification of termination of the Grant Agreement (the "Termination
Payment' )|109| City shall pay the Termination Payment to Circle X concurrently with City's
signing of this Mutual Termination and Release Agreement and upon that payment each party
agrees neither will have any rights or obligations under the Grant Agreement|109| Mutual General Releases
Effective immediately upon the execution of the Grant Agreement the general
releases provided for herembelow shall become effective and legally binding upon each of the
parties hereto
(a) Released Matters Except with respect to the obligations and rights created by
this Mutual Termination and General Release Agreement, City, on the one hand, and Circle X,
on the other hand, for themselves and for their respective heirs, executors, administrators, legal
successors and assigns, release and absolutely and forever discharge each other, and their
respective heirs, executors, admimstrators, legal successors and assigns, attorneys, agents,servants, employees, partners and shareholders, and each of them, of and from any and all
claims, demands, debts, liabilities accounts obligations, costs, expenses actions and causes of
action of every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, which he now has, owns or holds, or at any time heretofore had owned or held,
known or unknown, suspected or unsuspected, existing as of the date of execution of this Mutual
Termination and General Release Agreement by all parties hereto, regarding all claims, defenses
and other matters which have ansen or might anse with respect to the water damage to the west
side of the Property or any of the transactions or disputed referred to in the recitals to this Mutual
Termination and General Release Agreement
(b) Civil Code Section 1542 Each party hereto acknowledges it is familiar with
Section 1542 of the Civil Code of the State of California which is set forth below
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
(c)
Full and Final Release Each party hereto WAIVES AND
RELINQUISHES any nght or benefit which it has or may have under Section 1542 of the Civil
Code of the State of California, as set forth above, to the full extent it may lawfully waive such
nghts and benefits pertaining to the matter herein released (the "Released Matter )
(d) Warranty The parties to this Mutual Termination and General Release
Agreement, represent and warrant to each other they are the sole and lawful owners of all nght,
title and interest in and to the Released Matter and each of them has not heretofore assigned or
transferred or purported to have assigned or transferred, to any person or entity, any of the
Released Matter
(e)
Indemnification The parties to this Mutual Termination and General Release
Agreement, shall mdemmfy and defend each of the parties and hold them harmless from and
against any claims based upon or ansing in connection with such pnor assignment or transfer, or
any purported assignment or transfer of the Released Matter|109| Attorneys' Fees If any party hereto institutes any action or proceeding at
law or in equity to enforce any provision of the Grant Agreement or this Mutual Termination and
General Release Agreement, then the prevailing party shall be entitled to recover from the losing
party, reasonable attorneys' fees|109| Entire Agreement This Mutual Termination and General Release Agreement
constitutes the entire understanding and agreement of the parties with respect to the Grant
Agreement and the subject matter of this Mutual Termination and General Release kgreement
and any and all pnor agreements, understandings and representations with respect to those
subject matters are hereby terminated and canceled in their entirety and are of no further force
and effect
-2-By
By
IN WITNESS WHEREOF, each undersigned hereto has executed this Mutual
Termination and General Release on behalf of each party
Date July , 2005 CITY OF CULVER CITY
By
Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
Carol A Schwab, City Attorney Susan Evans,
Community Development Director
APPROVED AS TO FINANCING
Marlee Chang, Acting City Controller
Date July 7, 2005
CIRCLE X THEATER COMPANY, a California
non-profit corporation
-3-
opCity of Culver City, California
City Council Agenda Item Report
MEETING DATE 7/14/05
AGENDA ITEM Consideration of Existing Agreements with Circle X Theatre
Company and the Other Side of the Hill Productions
ATTACHMENTS
Pages
Exhibit A — Mutual Termination and General Release
for the Other Side of the Hill Productions
1-3
Exhibit B — Mutual Termination and General Release
for The Circle X Theatre Company 4-6MUTUAL TERMINATION AND GENERAL RELEASE AGREEMENT
[Civil Code Section 1542]
This Mutual Termination and General Release Agreement is entered into by and among
the City of Culver City, a municipal corporation ("City") and The Other Side of the Hill
Productions, Inc , a California non-profit corporation ("OSHP")
WHEREAS, City and OSHP entered into that certam services agreement dated February
3, 2005 (the "Grant Agreement"), whereby City agreed to grant OSHP Four Thousand Dollars
($4,000 00) to assist with funding of a limited-time production to be performed at Ivy Substation
(the "Grant"),
WHEREAS, pursuant to the Grant Agreement, City is authonzed to terminate the Grant
Agreement and Grant, as long as OSHP is compensated m an amount not the exceed the Grant
for its efforts occurring prior to the termination, and
WHEREAS, the parties agree to the termination of the Grant Agreement pursuant to the
Grant Agreement and this Mutual Termination and Release Agreement
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, the parties do hereby agree as follows|109| Pursuant to the provisions of the Grant Agreement, the parties mutually agree the
Grant Agreement is terminated as of the date of this Termination and General Release
Agreement|109| Pursuant to the provisions of the Grant Agreement, City has decided, and OSHP
agrees, Four Thousand Dollars ($4,000 00) is the appropnate pro rata payment for services
rendered to the date of notification of termination of the Grant Agreement (the "Termination
Payment")|109| City shall pay the Termination Payment to OSHP concurrently with City's
signing of this Mutual Termination and Release Agreement and upon that payment each party
agrees neither will have any rights or obligations under the Grant Agreement|109| Mutual General Releases
Effective immediately upon the execution of the Grant Agreement, the general
releases provided for herembelow shall become effective and legally binding upon each of the
parties hereto
(a) Released Matters Except with respect to the obligations and rights created by
this Mutual Termination and General Release Agreement, City, on the one hand, and OSHP, on
the other hand, for themselves and for their respective heirs, executors, administrators, legal
successors and assigns, release and absolutely and forever discharge each other, and their
respective heirs, executors, administrators, legal successors and assigns, attorneys, agents,servants, employees, partners and shareholders, and each of them, of and from any and all
claims, demands, debts, liabilities, accounts, obligations, costs, expenses, actions and causes of
action of every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, which he now has, owns or holds, or at any time heretofore had owned or held,
known or unknown, suspected or unsuspected, existing as of the date of execution of this Mutual
Termination and General Release Agreement by all parties hereto, regarding all claims, defenses
and other matters which have arisen or might arise with respect to the water damage to the west
side of the Property or any of the transactions or disputed referred to m the recitals to this Mutual
Termination and General Release Agreement
(b) Civil Code Section 1542 Each party hereto acknowledges it is familiar with
Section 1542 of the Civil Code of the State of California which is set forth below
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
(c) Full and Final Release Each party hereto WAIVES AND
RELINQUISHES any right or benefit which it has or may have under Section 1542 of the Civil
Code of the State of California, as set forth above, to the full extent it may lawfully waive such
rights and benefits pertaining to the matter herein released (the "Released Matter")
(d) Warranty The parties to this Mutual Termination and General Release
Agreement, represent and warrant to each other they are the sole and lawful owners of all right,
title and interest in and to the Released Matter and each of them has not heretofore assigned or
transferred or purported to have assigned or transferred, to any person or entity, any of the
Released Matter
(e) Indemnification The parties to this Mutual Termination and General Release
Agreement, shall indemnify and defend each of the parties and hold them harmless from and
against any claims based upon or arising in connection with such pnor assignment or transfer, or
any purported assignment or transfer of the Released Matter|109| Attorneys' Fees If any party hereto institutes any action or proceeding at
law or in equity to enforce any provision of the Grant Agreement or this Mutual Termination and
General Release Agreement, then the prevailing party shall be entitled to recover from the losing
party, reasonable attorneys' fees|109| Entire Agreement This Mutual Termination and General Release Agreement
constitutes the entire understanding and agreement of the parties with respect to the Grant
Agreement and the subject matter of this Mutual Termination and General Release Agreement
and any and all prior agreements, understandings and representations with respect to those
subject matters are hereby terminated and canceled in their entirety and are of no further force
and effect
-2--3-
Name
Title
titd f6f.
(c (1,l_ C-4 1,9
6d4
By
IN WITNESS WHEREOF, each undersigned hereto has executed this Mutual
Termination and General Release on behalf of each party
Date June , 2005 CITY OF CULVER CITY
By
Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
Carol A Schwab, City Attorney Susan Evans,
Community Development Director
APPROVED AS TO FINANCING
James Lavery, City Controller
Date Ju ,pe, 2005
7A3
OTHER SIDE OF THE HILL OF THE HILL
PRODUCTIONS, INC , a California non-profit
corporation
oMUTUAL TERMINATION AND GENERAL RELEASE AGREEMENT
[Civil Code Section 1542]
This Mutual Termination and General Release Agreement is entered into by and among
the City of Culver City, a municipal corporation ("City ) and Circle X Theatre Company, a
California non-profit corporation (` Circle X")
WHEREAS, City and Circle X entered into that certain services agreement dated
February 22, 2004 (the "Grant Agreement ), whereby City agreed to grant Circle X Five
Thousand Dollars ($5,000 00) to assist with funding of a limited-time production to be
performed at Ivy Substation (the "Grant ),
WHEREAS, pursuant to the Grant Agreement, City is authorized to terminate the Grant
Agreement and Grant as long as Circle X is compensated in an amount not the exceed the Grant
for its efforts occurring prior to the termination, and
WHEREAS, the parties agree to the termination of the Grant Agreement pursuant to the
Grant Agreement and this Mutual Termination and Release Agreement
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
contained herein, the parties do hereby agree as follows|109| Pursuant to the provisions of the Grant Agreement, the parties mutually agree the
Grant Agreement is terminated as of the date of this Termination and General Release
Agreement|109| Pursuant to the provisions of the Grant Agreement, City has decided, and Circle X
agrees, Five Thousand Dollars ($5,000 00) is the appropriate pro rata payment for services
rendered to the date of notification of termination of the Grant Agreement (the "Termination
Payment' )|109| City shall pay the Termination Payment to Circle X concurrently with City's
signing of this Mutual Termination and Release Agreement and upon that payment each party
agrees neither will have any rights or obligations under the Grant Agreement|109| Mutual General Releases
Effective immediately upon the execution of the Grant Agreement the general
releases provided for herembelow shall become effective and legally binding upon each of the
parties hereto
(a) Released Matters Except with respect to the obligations and rights created by
this Mutual Termination and General Release Agreement, City, on the one hand, and Circle X,
on the other hand, for themselves and for their respective heirs, executors, administrators, legal
successors and assigns, release and absolutely and forever discharge each other, and their
respective heirs, executors, admimstrators, legal successors and assigns, attorneys, agents,servants, employees, partners and shareholders, and each of them, of and from any and all
claims, demands, debts, liabilities accounts obligations, costs, expenses actions and causes of
action of every kind and nature whatsoever, whether now known or unknown, suspected or
unsuspected, which he now has, owns or holds, or at any time heretofore had owned or held,
known or unknown, suspected or unsuspected, existing as of the date of execution of this Mutual
Termination and General Release Agreement by all parties hereto, regarding all claims, defenses
and other matters which have ansen or might anse with respect to the water damage to the west
side of the Property or any of the transactions or disputed referred to in the recitals to this Mutual
Termination and General Release Agreement
(b) Civil Code Section 1542 Each party hereto acknowledges it is familiar with
Section 1542 of the Civil Code of the State of California which is set forth below
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
(c)
Full and Final Release Each party hereto WAIVES AND
RELINQUISHES any nght or benefit which it has or may have under Section 1542 of the Civil
Code of the State of California, as set forth above, to the full extent it may lawfully waive such
nghts and benefits pertaining to the matter herein released (the "Released Matter )
(d) Warranty The parties to this Mutual Termination and General Release
Agreement, represent and warrant to each other they are the sole and lawful owners of all nght,
title and interest in and to the Released Matter and each of them has not heretofore assigned or
transferred or purported to have assigned or transferred, to any person or entity, any of the
Released Matter
(e)
Indemnification The parties to this Mutual Termination and General Release
Agreement, shall mdemmfy and defend each of the parties and hold them harmless from and
against any claims based upon or ansing in connection with such pnor assignment or transfer, or
any purported assignment or transfer of the Released Matter|109| Attorneys' Fees If any party hereto institutes any action or proceeding at
law or in equity to enforce any provision of the Grant Agreement or this Mutual Termination and
General Release Agreement, then the prevailing party shall be entitled to recover from the losing
party, reasonable attorneys' fees|109| Entire Agreement This Mutual Termination and General Release Agreement
constitutes the entire understanding and agreement of the parties with respect to the Grant
Agreement and the subject matter of this Mutual Termination and General Release kgreement
and any and all pnor agreements, understandings and representations with respect to those
subject matters are hereby terminated and canceled in their entirety and are of no further force
and effect
-2-By
By
IN WITNESS WHEREOF, each undersigned hereto has executed this Mutual
Termination and General Release on behalf of each party
Date July , 2005 CITY OF CULVER CITY
By
Jerry Fulwood
Chief Administrative Officer
APPROVED AS TO FORM APPROVED AS TO CONTENT
Carol A Schwab, City Attorney Susan Evans,
Community Development Director
APPROVED AS TO FINANCING
Marlee Chang, Acting City Controller
Date July 7, 2005
CIRCLE X THEATER COMPANY, a California
non-profit corporation
-3-
op