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Time Warner/Settlement 07 SETTLEMENT AGREEMENT AND MUTUAL SPECIAL RELEASE I PARTIES: The parties to this Settlement Agreement and Mutual Special Releas~: ("AGREEMENT") are CITY OF LA QUINT A (the "CITY") and TIME WARNER ENTERTAINMENT -ADVANCE NEWHOUSE PARTNERSHIP d/b/a TIME WARNER CABLE ("TWC"). 2 RECITALS: This AGREEMENT is made with reference to the following facts: 2.1 The CITY is a municipal corporation organized under the laws of the State of California. 2.2 TWC is a cable television franchisee in the CITY pursuant to a franchise agreement between the CITY and TWC. 2.3 On behalf of the CITY, Telecommunications Management Corp. conducted a review of the cable television franchise fees ("FEES"") paid by TWC to the City for the period January I, 2002 through December 31, 2005 (the "REVIEW"). As a result ofthe REVIEW, the CITY claimed that TWC owed it additional FEES and reimbursement of its costs of the REVIEW ("COSTS"). TWC disputed that it owed the CITY additional FEES or COSTS. 2.4 The parties now wish to resolve any disputes between them regarding the REVIEW, the CITY's claim for additional FEES for the period January 1,2002 through December 31, 2005, the REVIEW, any matters related to the REVIEW and the CITY's claim for COSTS and to agree to the terms and conditions set out in the AGREEMENT in order to settle and dispose of, fully and completely, any and all claims arising therefrom (the "DISPUTE"). 3 PAYMENT: Within ten (10) business days of the date that this AGREEMENT is fully executed, TWC shall pay the CITY $13,239 by check made payable to the "City of La Quinta" and delivered to its counsel, William Marticorena. 4 SPECIAL RELEASES AND PROMISES: 4.1 Release of the CITY: Except with respect to the obligations created by or arising out of this AGREEMENT, TWC hereby releases and absolutely and forever discharges the CITY and its parent, subsidiary and affiliated companies, their respective officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns., and each ofthem, from any and all claims, demands, grievances, liabilities, debts, accounts, obligations, costs, expenses, liens, actions and causes of action, of every kind and Page I of6 natur,: whatsoever, existing on the effective date of this AGREEMENT, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, which TWC has or claims to have, now or hereafter, against the CITY or its parent, subsidiary or affiliated companies, their respective officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns, and each of them, arising out of or in connection with the FEES for the period January 1, 2002 through December 31, 2005, the REVIEW, the COSTS and the DISPUTE or the negotiation and documentation of this AGREEMENT. 4.2 Release of TWC: Except with respect to the obligations created by or arising out of this AGREEMENT, the CITY hereby releases and absolutely and forever discharges TWC and its parent, subsidiary and affiliated companies, their respective officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns, and each of them, from any and all claims, demands, grievances, liabihties, debts, accounts, obligations, costs, expenses, liens, actions and causes of action, of every kmd and nature whatsoever, existing on the effective date of this AGREEMENT, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, which the CITY has or claims to have, now or hereafter, against TWC or its parent, subsidiary or affiliated companies, their respective officers, directors, shareholders, partners, agents, contractors, employees, attorneys, predecessors, successors and assigns, and each of them, arising out of or in connection with the FEES for the period January 1, 2002 through December 31,2005, the REVIEW, the COSTS and the DISPUTE or the negotiation and documentation of this AGREEMENT. 4.3 Inapplicability of Civil Code Section 1542: Each of the parties to this AGREEMENT acknowledges and agrees that the releases contained in this AGREEMENT are special releases and that section 1542 of the Civil Code of the State of California is not applicable. If and to the extent it should be determined that the releases contained in this AGREEMENT are not special releases, contrary to the parties' acknowledged intention and agreement, each party specifically waives the benefit of the provisions of section 1542 of the Civil Code of the State of California, which provides as follows: 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 MA TERIALL Y AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 4.4 Waiver of Unknown Claims: Each party hereby acknowledges that such party is aware that such party may later discover facts in addition to or different from those which such party now knows or believes to be true with respect to the subject matter of this AGREEMENT and that it is such party's intention, notwithstanding, to fully, finally and forever, Page 2 of6 settle and release all of the claims released by this AGREEMENT, known or unknown, suspected or unsuspected, which now exist, may exist or previously existed between the parties. In furtherance of such intention, the releases given in this AGREEMENT shall be and shall remain in effect as a full and completed release, notwithstanding the discovery or existence of any such additional or different facts. The parties, further, accept and assume the risk that such facts may turn out to be different from the facts now known or believed to be true by the parties and agree that the releases given in this AGREEMENT shall remain in all respects effective and shall not be subject to termination or rescission by reason of any such difference in fact. 5 REPRESENTATIONS AND WARRANTIES: 5.1 Non-Assignment: Each of the parties to this AGREEMENT hereby represents and warrants that such party has not heretofore assigned or transferred, or purported to assign or transfer, to any person whomsoever any of the claims, demands, grievances, liabilities, debts, accounts, obligations, costs, expenses, liens, actions or causes of action released by the terms of this AGREEMENT. Each party to this AGREEMENT further agrees to indemnify and hold harmless any other party from and against the assertion by any third party of any such claims, demands, grievances, liabilities, debts, accounts, obligations, costs, expenses, liens, actions or causes of action, including reasonable attorneys' fees and costs incurred, arising out of or in connection with any such assignment or transfer by such party. 5.2 Authority: Each person executing this AGREEMENT on behalf of a corporation or other legal entity warrants that he or she holds the position indicated beneath his or her signature and that he or she has been duly authorized by said corporation or other legal entity to execute this AGREEMENT on its behalf. 6 SEVERABILITY: In the event that any covenant, condition or other provision of this AGREEMENT is held to be invalid, void or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction, the same shall be deemed severable from the remainder of this AGREEMENT and shall in no way affect, impair or invalidate any other covenant, condition or provision contained in this AGREEMENT. If any such covenant, condition or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be construed so as to be limited to the maximum scope or breadth permitted by law. 7 NOTICES: Any notice that is required or permitted under this AGREEMENT may be given by mail, courier, facsimile or hand delivery addressed as follows Page 3 of6 If to the CITY: City of La Quinta 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 Attn: City Manager with copies to: William M. Marticorena, Esq. Rutan & Tucker LLP 611 Anton Boulevard Fourteenth Floor Costa Mesa, California 92628-1950 If to TWC: Time Warner Cable LLC 290 Harbor Drive Stamford, Connecticut 06902 Attn: General Counsel with copies to: Time Warner Cable LLC 290 Harbor Drive Stamford, Connecticut 06902 Attn: Regulatory Counsel 8 MISCELLANEOUS: 8.1 Independent Advice: Each party to this AGREEMENT acknowledges and agrees that such party has been represented throughout the negotiation and documentation of this AGREEMENT by attorneys of the party's choice and has been advised by such attorneys with respect to this AGREEMENT and the effect of the releases given in this AGREEMENT. Each party to this AGREEMENT further acknowledges and agrees that such party has read this AGREEMENT, knows the contents of this AGREEMENT and, in executing this AGREEMENT, has relied solely on the party's own judgment, belief and knowledge, and the advice and recommendations of the party's attorneys, concerning this AGREEMENT, and has not been induced to enter into this AGREEMENT by any representation or statement of any other party not expressly contained in this AGREEMENT. Page 4 of6 8.2 Successors and Assigns: This AGREEMENT shall be binding upon and shall inure to the benefit of the parties to this AGREEMENT and their respective, affiliates, agents, representatives, heirs, spouses, successors and assigns. 8.3 Integration: This AGREEMENT sets forth the entire agreement between the parties relating to the subject matter of this AGREEMENT. All agreements, covenants, representations and warranties, express or implied, oral or written, of the parties with regard to the subject matter hereof are incorporated in this AGREEMENT and the documents referred to herein which constitute the entire contract between the parties. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party to any other party with respect to the subject matter of this AGREEMENT. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties with respect to the subject matter hereof are waived, merged in this AGREEMENT and superseded by it. This AGREEMENT is an integrated agreement, its terms are intended by the parties as a final expression of their agreement with respect to the subject matter and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend that this AGREEMENT and the documents referred to herein constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this AGREEMENT. 8.4 No Admission of Liability: Each party acknowledges and agrees that this AGREEMENT accomplishes the compromise of disputed claims and is not intended to constitute an admission of liability, wrongdoing or error on the part of any party or their respective employees, agents, attorneys, representatives, or parent, subsidiary or affiliated companies. Any liability, wrongdoing or error is expressly denied by each party to this AGREEMENT. 8.5 Additional Documents: In addition to the documents to be delivered as provided in this AGREEMENT, each of the parties agrees to execute and deliver such additional documents and take such other action as may be reasonably required to carry out the terms of this AGREEMENT. 8.6 Titles and Captions: Titles and captions contained in this AGREEMENT are inserted as a matter of convenience and for reference, and are not intended and shall not be construed to define, limit, extend or otherwise describe the scope of this AGREEMENT or any provision of this AGREEMENT. 8.7 Waiver: No breach of any provision of this AGREEMENT can be waived unless in writing. Waiver of anyone breach of tl1lS AGREEMENT shall not be deemed to be a waiver of any other breach of that or any other provision of this AGREEMENT. Page 5 of6 8.8 Modification and Amendment: No modification or amendment of any of the terms or provisions of this AGREEMENT shall be binding upon any party to this AGREEMENT unless made in writing and signed by such party or by a duly authorized representative or agent of such party. 8.9 Agreement to be Governed by California Law: This AGREEMENT shall be governed by and construed in accordance with the internal laws of the State of California applicable to contracts entered into and wholly performed within said state. 8.10 No Construction: No party to this AGREEMENT or such party's attorney shall be deemed to be the drafter of this AGREEMENT for purposes of interpreting or construing any of the provisions of this AGREEMENT. This AGREEMENT shall be interpreted in accor- dance with the fair meaning of its language and not strictly for or against any of the parties to this AGREEMENT. 8.11 Execution in Counterparts: This AGREEMENT may be executed in any numb,:r of copies by the parties to this AGREEMENT on separate counterparts and will become effective upon signature by all parties upon one or more of such counterparts. IN WITNESS WHEREOF, the parties hereto have executed and delivered this AGREEMENT as of /7'}a. v' -3 ,2007. . I CITY OF LA QUINTA (;)I~J?L~4< Its TIME WARNER ENTERTAINMENT- ADVANCE/NEWHOUSE PARTNERSHIP ~~;~;- Page 6 of6