HomeMy WebLinkAboutMCDONNEL DOUGLAS CORP. - 1998-03-09 aytucra* .
� OFFICE OF
CITY ATTORNEY
f rdUIt1 c P.O. Box 190
2000 Main Street Telephone
Gail Hutton Huntington Beach, California 92649 (714) 536-5555
City Attorney Fax (714) 374-1590
December 3, 1998
George E. Dalton, Esq. SENT VIA FACSIMILE
George E: Dalton and Associates (310) 831-5127
757 West Ninth Street
San.Pedro, CA 90731
Re: McDonnell Douglas Corp. Settlement Agreement
Dear Mr. Dalton:
Gail Hutton has decided to approve the Settlement Agreement without the
Corporate Resolution,
By copy hereof, I am requesting that Anita Balkee secure the original contract
from the City Clerk, ask Gail Hutton to execute it, and then return it to the clerk.
1 am further requesting by copy hereof that the City Clerk forward a certified copy
of the executed agreement directly to Mr. Dalton.
Thank you for your cooperation in the handling of this matter.
Very truly yours,
(Dictated but not read) s
ARTHUR DE LA LOZA .r
Deputy City Attorney `�` ' ,�:�.
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cc: Gail Hutton, City Attorney
Connie Brockway, City Clerk
Anita Balkee, Legal Secretary
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OFFICE OF
; ^ CITY ATTORNEY
rgy�tt c* P.O. Box 190
2000 Main Street Telephone
Gail Hutton Huntington Beach, California 92648 (714) 536-5555
City Attorney Fax (714) 374-1590
December 3, 1998
George E. Dalton, Esq. SENT VIA FACSIMILE
George E. Dalton and Associates (310) 831-5127
757 West Ninth Street
San Pedro, CA 90731
Re: McDonnell Douglas Corp. Settlement Agreement
Dear Mr. Dalton: pl'
Gail Hutton has decided to approve the Settlement Agreement without the
Corporate Resolution.
s:
By copy hereof, I am requesting that Anita Balkee secure the original contract.d' y
from the City Clerk, ask Gail Hutton to execute it, and then return it to the clerk. q`�
am further requesting by copy hereof that the City Clerk forward a certified copy l� 1k�1
of the executed agreement directly to Mr. Dalton. �1 ,
Thank you for your cooperation in the handling of this matter.
,1�.
�i
Very truly yours,
(Dictated but not read)
ARTHUR DE LA LOZA
Deputy City Attorney
ADLIab
cc: Gail Hutton, City Attorney
/Connie Brockway, City Clerk '
Anita Balkee, Legal Secretary
ad]1981etter;Dah1203
ORIGINAL
= FULL AND COMPLETE AGREEMENT OF SETTLEMENT
AND GENERAL RELEASE OF ALL_CLAIM�
1.
PARMS
This Full and Complete Agreement of Settlement and General Release of All
Claims ("Settlement Agreement") is entered into by and between the City of Huntington Beach
("Plaintiff) on the one hand, and McDonnell Douglas Corporation ("Defendant") on the other
hand, as of this 19' day of February, 1998. (Plaintiff and Defendant are collectively referred to
herein as the "Parties").
II.
PROMISES
The Parties agree as follows:
1. On December 9, 1988, Plaintiff and Defendant entered into a contract
("Contract") whereby Plaintiff purchased a computer aided dispatch and records system from
Defendant for the total sum of approximately $2.5 million. The computer aided dispatch and
records system was comprised primarily of three components: (1) computer hardware
("Equipment"), (2) operating system software ("Operating System Software"), and (3)
application software ("Application Software") (hereinafter collectively referred to as the
"System"). The Contract also provided that Defendant would provide certain maintenance for
the System.
Page 1 of 10
2. Certain disputes and controversies have arisen between Plaintiff and
Defendant with regard to the contract referred to in paragraph 1. Such disputes and
controversies include, but are not limited to, the claims, demands and causes of action set forth
by Plaintiff against Defendant in a Complaint entitled City of Huntington-Beach_v._McDonnell
Douglas , bearing case number CV 97-9144-CAS (RNBX) ("the Action").
3. Plaintiff and Defendant want to fully and finally settle and dispose of any
and all disputes, claims, demands, and differences between them, known or unknown, which arise
out of or relate to any act or omission of Defendant arising from the contract referred to in
paragraph 1 herein on or before the date this Settlement Agreement is executed by Plaintiff,
including, but not limited to. (1)Plaintiff s claims for breach of contract and fraud asserted in the
Action; (2) any other claims arising out of or asserted by Plaintiff in the Action- and (3) any and
all claims arising out of or in any way whatsoever connected with or attributable to the System,
including maintenance of the System.
4. Plaintiff and Defendant further want to fully and finally settle and dispose
of any and all disputes, claims, demands, and differences between them, whether known or
unknown, which arise out of or relate to any act or omission of any entity, including but not
limited to EAI, Inc., arising out of or in any way connected with or attributable to the System,
including maintenance of the System.
5. Dismi gill of Aclign With Prejudice. Plaintiff, after consultation with its
attorneys, agrees to voluntarily and forever dismiss with prejudice the Action, including any and
all claims and/or causes of action asserted in the Action, or which could have been asserted in the
Action against Defendant or against any other persons or entities, including but not limited to
Page 2 of 10
EAI$ Inc. Upon the execution of this Settlement Agreement, the Parties shall execute a
Stipulation of Dismissal With Prejudice.Pursuant to Rule 41(a)(1)(h) of the Federal Rules of Civil
Procedure ("Dismissal"), a copy of which is attached hereto as Exhibit "A." Immediately
thereafter, Plaintiff shall file the Dismissal with the Court and serve a conformed copy of same on
counsel for Defendant.
6. Settlemenlpa`vment. Upon execution of the Settlement Agreement and
Dismissal, Defendant shall pay to Plaintiff the sum of one million three hundred and fifty
thousand dollars ($1,350,000.00).
7. _No Further Obligations Re System. Pursuant to the Contract, the Parties
agree that Plaintiff retains its rights of ownership and use of the System, including the
Equipment, Operating System Software and Application Software, as purchased by Plaintiff
under the Contract, and has no further obligations due Defendant thereunder. Plaintiff agrees
and acknowledges that if it continues to use the System and/or any of its components, Defendant
shall in no way be obligated to provide any services or products of any kind relating to the
System and/or its components, including but not limited to maintenance (hardware and software),
upgrades (hardware and software), Equipment, Operating System Software, Application
Software and any other support of any kind (such as technical assistance).
8. Non-Admission of Liabilily . Defendant has denied and
continues to deny any liability to Plaintiff. This Settlement Agreement shall not in any way be
construed as an admission by Defendant or others released herein of any liability or wrongdoing,
whatsoever, or as an admission by Defendant or others released herein that they have acted
wrongfully in any way with respect to Plaintiff or any other person, or as an admission by
Page 3 of 10
Defendant or others released herein that Plaintiff or any other person has any rights whatsoever
against Defendant or others released herein. Defendant and others released herein specifically
deny and disclaim any liability to or wrongful acts against Plaintiff or any other person on the part
of themselves, their employees or their agents.
9. Waiver Qf Cogs and Attorneys Fees. The Parties agree that each party
shall bear its own costs and attorneys'fees incurred in connection with said action.
10. Full and d Complete Release_lv-Plaintiff Plaintiff, on behalf of itself, its
administrators, representatives and assigns, hereby irrevocably and unconditionally releases any
and all persons or entities which were at any time or which could have been named in the Action,
including but not limited to Defendant and EAI, Inc., and each of said persons' or entities'
owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees,
representatives, attorneys, parent corporations, components, divisions, including but not limited
to McDonnell Douglas Computer Systems Company, subsidiaries and affiliates (and any and all
agents, directors, officers, employees, representatives and attorneys of such parent corporations,
components, divisions, subsidiaries and affiliates) and all other persons acting by,through, under
or in concert with any of them (collectively "Releasees"), from any and all "Claims." The term
"Claims" includes all lawsuits, charges, claims, complaints, liabilities, obligations, promises,
agreements, controversies, damages, actions, omissions, claims for relief, suits, rights, demands,
costs, lawsuits, and expenses (including attorneys' fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, which Plaintiff now has or claims to
have, or which Plaintiff at any time heretofore had or claims to have, or which Plaintiff at any
time hereafter may have or claim to have against each or any of the Releasees, arising out of or
Page 4 of 10
relayed-to any matter, event, fact, act, omission, cause or thing which existed, arose or occurred
on or prior to the date of the execution of this Settlement Agreement in connection with and/or
related to the contract referred to in paragraph 1 herein. The Claims released under this
Settlement Agreement include, but are not limited to, any rights arising out of any alleged
violation of any contract, expressed or implied; any covenant of good faith and fair-dealing,
expressed or implied; any torts; and any federal, state or other governmental statute, regulation
or ordinance.
11. Defendant. Defendant, on behalf of itself, its
administrators, representatives and assigns, hereby irrevocably and unconditionally releases
Plaintiff, and each of its agents, council persons, officers, employees, representatives, attorneys,
components, departments, and all other persons acting by, through, under, or in concert with, any
of them (collectively "Releasees"), from any and all "Claims." The term "Claims" includes all
lawsuits, charges, claims, complaints, liabilities, obligations, promises, agreements, controversies,
damages, actions, omissions, claims for relief, suits, rights, demands, costs, lawsuits, and
expenses(including attorneys' fees and costs actually incurred) of any nature whatsoever, known
or unknown, suspected or unsuspected, which Defendant now has or claims to have, or which
Defendant at any time heretofore had or claims to have, or which Defendant at any time hereafter
may have or claim to have against each or any of the Releasees, arising out of or related to any
matter, event, fact, act, omission, cause or thing which existed, arose or occurred on or prior to
the date of the execution of this Settlement Agreement. The Claims released under this
Settlement Agreement include, but are not limited to, any rights arising out of any alleged
violation of any contract, expressed or implied, any covenant of good faith and fair dealing,
Page 5 of 10
WOO..
exples`sed or implied; any torts, and any federal;, state or other governmental statute, regulation
or ordinance.
12, f Futury Claj This Settlement
Agreement releases both Claims that the parties hereto know about, and Claims the parties may
not presently know about, to the extent permitted by law. To do so, the parties must expressly
waive and relinquish all rights and benefits afforded to them by Section 1542 of the Civil Code of
the State of California and/or similar statute(s). By signing this Settlement Agreement, the
parties represent and agree that the parties understand the significance of such specific waiver of
Tights under Section 1542. The parties hereby acknowledge that they have had the opportunity
to review this Settlement Agreement and are familiar with the provisions of the California Civil
Code Section 1542, which provides as follows:
"A General Release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have
materially affected his settlement with the debtor."
For purposes of this Settlement Agreement the terms "creditor," "his," "him," and
"debtor" as used in the above-quoted language of the California Civil Code, Section 1542, is
understood to include either plaintiff or defendant, as applicable.
13. Encouragement to Consult with AttoMcX. The parties have been
encouraged to consult with their respective counsel before signing this Settlement Agreement
and have done so to the extent desired and necessary.
14. SUCcessors. The Settlement Agreement shall bind and inure to the benefit
Page 6 of 10
of t4ie=Parties hereto and their respective agents, servants and employees, their successors,
predecessors and assign of each of them, separately and collectively.
15. Ownership of Claims. Plaintiff represents and agrees that Plaintiff has not
signed, assigned or transferred, or attempted to assign or transfer to any person or entity,
including any person, municipality or other entity that has used, leased, owned or held title to the
System at any time, any of the claims Plaintiff is releasing in this Settlement Agreement.
16. urther Necessa _Actions. The parties agree, without further
consideration, to sign and/or cause to be signed, and to deliver to the other party, any other
documents and to take any other action as may be necessary or convenient to fulfill their
respective obligations hereunder, or to effect the provisions of this Settlement Agreement
17. ActiQns . Should either Plaintiff or Defendant institute
any legal action or administrative proceeding with respect to any Claim waived under this
Settlement Agreement or pursue any claim or controversy covered by paragraphs 11 and 12, the
responding party shall be entitled to recover from the other party all damages, costs, expenses
and attorneys' fees incurred as a result of said action. 1
18. Proper Construction. The language of all parts of this Settlement
Agreement shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the Parties. As used in this Settlement Agreement, the term "or"
shall be determined to be "and/or" and the singular or plural number shall be deemed to include
the other whenever the context so indicates or requires. The paragraph headings used in this ...,,
Settlement Agreement are intended solely for convenience of reference and shall not in any..
}
manner add to, limit, modify, or otherwise be used in the interpretation of any of the provisions
Page 7 of 10
of As Settlement Agreement.
19" Full and Complete Understanding_ of-the SettlemenLA-greement. The
Parties agree, warrant and represent that they have carefully read the contents of this Settlement
agreement, they do so with full knowledge of any rights which they may have, that they have
received independent legal advice from their respective attorneys of record with respect to the
matter set forth in this Settlement Agreement, and that they freely have signed this Settlement
Agreement without reliance upon any Settlement Agreement, promise, statement or
representation by or on behalf of the Parties or their respective attorneys of record, except as set
forth in this Settlement Agreement.
20. Qoveming Law. The Settlement Agreement shall be governed for all
purposes by the laws of the State of California. The Parties hereto recognize that if after the date
of execution of this Settlement Agreement, any provision of this Settlement Agreement is held to
be illegal, invalid, or unenforceable, such provision shall be fully severable. In lieu thereof, there
shall be added a provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal,valid and enforceable.
21. Warranty of Authorized Signatories. Each of the signatories hereby warrants
and represents that he or she is competent and authorized to enter into this Settlement
Agreement on behalf of the Party for whom he or she purports to sign.
22. Mood Faith. The Parties acknowledge and agree that the settlement
embodied in this Settlement Agreement is made in good faith and therefore shall bar any other
claims of any kind by any entity for equitable or contractual indemnity.
23. Qunteruarts. The Settlement Agreement may be executed in counterparts,
Page 8 of 10
eaeliof-which shall be deemed an original, all of which together shall constitute one and the same
instrument.
24. F l ire Agreement. This Settlement Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous oral and written agreements and discussions. No promise by any Party, or
attomey or agent of any party which is not expressly contained in the Settlement Agreement shall
be binding or valid on that Party. Any modification, alteration or amendment to the Settlement
Agreement shall be void and of no force or effect unless it is in writing signed by all Parties
hereto.
Page 9 of 10
i = THE PARTIES HERETO ACKNOWLEDGE THAT THEIR ATTORNEYS
AND AUTHORIZED REPRESENTATIVES HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND ON THEIR ADVICE ARE VOLUNTARILY ENTERING IN TO IT.
IN WITNESS WHEREOF, the Parties hereto have executed this ten page
Settlement Agreement effective on the date first written above.
McDONNELL DOUGLAS CORPORATION CITY OF HUNTINGTON BEACH,
a municipal corporation of the
State of California
By:
ayor
Linda M. Knight /4
(print name)
Its: (circle one)Chairman/President/Vice President ATTEST:
Assistant General Counsel
By: -City Clerk
APPROVED AS TO FORM:
(print name)
Its: (circle one)Secretary/Chief Financial Officer/
Asst.Secretary-Treasurcr 13- /1-9g City Attorney 3- 4. 8
REVIEWED AND APPROVED: INITIATED APPROV
A ng City Administrator Roger W. Ham
Communications Administrator
Information Systems Manager
Page 10 of 10
r
THE PARTIES HERETO ACKNOWLEDGE THAT THEIR ATTORNEYS
AND AUTHORIZED REPRESENTATIVES HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND ON THEIR ADVICE ARE VOLUNTARILY ENTERING IN TO IT.
IN WITNESS WHEREOF, the Parties hereto have executed this ten page
Settlement Agreement effective on the date first written above.
McDONNELL DOUGLAS CORPORATION CITY OF HUNTINGTON BEACH,
a municipal corporation of the
State of California
By:
7ayor
(print name)
Its: (circle one)Chairman/President/Vice President ATTEST:
By: City Clerk
APPROVED AS TO FORM:
(print name)
Its: (circle one)Secretary/Chief Financial Officer/
Asst.Secretary-Treasurer z —�±'S City Attorney 3_ Jr_ ?
& - P.V-
REVIEWED AND APPROVED: INITIATED APPROV
v ^
A ng City Administrator Roger W. Ham
Communications Administrator
Information Systems Manager
Page 10 of 10
J j CITY OF HUNTINGT'ON BEACH
INTERDEPARTMENTAL COMMUNICATION
HU TINGTON BEACH
TO: Art De La Loza, Deputy City Attorney
FROM: Connie Brockway
City Clerk
DATE: November 16, 1998
SUBJECT: SETTLEMENT CLAIM — MCDONNELL DOUGLAS CORPORATION
The City Clerk's Office must forward a certified copy of the executed Settlement Agreement to
McDonnell Douglas Corporation.
(1) There are two original signature pages. One signature page requires the City Attorney's
signature. This page has the original signatures of the Mayor and Clerk (but not the
McDonnell Douglas Corporation).
7 '
(2) The other original signature page was provided to me by George Dalton, Attorney at
Law. The only original signature on this page is that of Linda Knight.
I would like the City Attorney's Office to "Approve as to Form" Mr. Dalton's original. Then I will
be able to add the City's original signature page to the original agreement supplied by Mr.
Dalton.
Please note that the paragraph on Page No. 10 sets forth that the parties have executed this
ten page agreement effective on the date first written above. There is not a date written above.
Will this be a problem?
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OFFICE OF
4
CITY ATTORNEY
rArn�c► P.O. Box 190
2000 Main Street Tclephone
Gail Hutton Huntington Beach, California 92648 (714) 536-5555
City Attorney Fax (714) 374-1590
November 30, 1998
George E. Dalton, Esq.
George E. Dalton and Associates
757 West Ninth Street
San Pedro, CA 90731
Re: Executed Settlement Agreement
City of Huntington Beach v. McDonnell Douglas Corp.
Dear Mr. Dalton:
We have received the original settlement agreement, consisting of ten pages, from the
City Clerk. The two signature pages, page 10 of 10, are executed in counterparts. Linda
M. Knight, as Assistant General Counsel, has executed the agreement on behalf of
McDonnell Douglas Corporation.
Section 21 provides that, "Each of the signatories hereby warrants and represents that he
or she is...authorized to enter into this Settlement Agreement on behalf of the Party for
whom he or she purports to sign." - The office policy, by Gail Hutton, is to require a
resolution of the corporate entity reflecting the authority mentioned in Section 21 of the
agreement.
Meanwhile, the clerk is reluctant to issue a certified copy without the City Attorney's
signature in the approved-as-to-form signature block. Therefore, would you kindly secure
a corporation resolution from McDonnell Douglas Corp. so that we are able to complete
the approval process; and the clerk will, in turn, be able to certify the copy for transmittal
to McDonnell Douglas.
Your cooperation is appreciated.
1
Very truly yours,
(Dictated but not read)
ARTHUR DE LA LOZA
Deputy City Attorney
ADUab
cc: Gail Hutton, City Attorney
Connie Brockway, City Clerk
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GEORGE E. DALTON AND ASSOCIATES
ATTORNEYS AND COUNSELORS AT LAW
7S7 WEST NINTH STREET
SAN PEDRO. CAUFORNIA 90731
TELEPHONE (310) 832-1167
TELECOPIER 13101 831-S.27
I
November 3, 1998
Office of the City Clerk
City of Huntington Beach
2000 Main Street,
Huntington Beach, CA 92648
Att : Connie Brockway, City Clerk
Ref : CITY OF H.B. vs . MDCORP
Executed settlement agreement
Enclosed is the original executed settlement agreement between
McDonnell Douglas Corporation and the City.
Just prior to leaving, Roger Ham told me that he had received a
copy of the signed agreement and, as I recall, had delivered it
to you. Having heard nothing further until recently I assumed
that you had received what you needed.
Art De La Loza left a voice-mail message while I was on vacation
to the effect that you were still in need of the executed agree-
ment . Following up on his call I was able to locate and obtain
the original of the agreement .
The attorneys for McDonnel, as the paying party in this litiga-
tion, understandably have been reluctant to part with the origi-
nal and have asked that, if you are required to keep it for your
files, that you-.return a "certified-" copy of the original for
their files. If you cannot do this please give me a call so we
can see if there is a reasonable alternative to accommodate their
request .
f there is anything else that you need please let me know.
c
George Dalton
Attorn Law
CC: Gail Hutton, City Attorney
Arthur De La Loza, Deputy City Attorney
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
HUN-nNGTON BEACH
TO: Art De La Loza, Deputy City Attorney
FROM: Connie Brockway(
City Clerk
DATE: November 16, 1998
SUDJECT: SETTLEMENT CLAIM — MCDONNELL DOUGLAS CORPORATION
The City Clerk's Office must forward a certified copy of the executed Settlement Agreement to
McDonnell Douglas Corporation.
(1) There are two original signature pages. One signature page requires the City Attorney's
signature. This page has the original signatures of the Mayor and Clerk (but not the
McDonnell Douglas Corporation).
(2) The other original signature page was provided to me by George Dalton, Attorney at
Law. The only original signature on this page is that of Linda Knight.
would like the City Attorney's Office to "Approve as to Form" Mr. Dalton's original. Then I will
be able to add the City's original signature page to the original agreement supplied by Mr.
Dalton.
Please note that the paragraph on Page No. 10 sets forth that the parties have executed this
ten page agreement effective on the date first written above. There is not a date written above.
Will this be a problem?
Gv /�
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GEORGE E. DALTON AND ASSOCIATES
ATTORNEYS AND COUNSELORS AT LAW
757 WEST NIN-r STREET
5A'N' PEDRO. CALIFORNIA 90731
TELEPHONE 13'01 832-!157
TELECOPIFR (3101 831-5.27
$ TZFIED I
November 3 , 1998
Office of the City Clerk
City of Huntington Beach
2000 Main Street,
Huntington Beach, CA 92648
Att : Connie Brockway, City Clerk
Ref : CITY OF H.B. vs . MDCORP
Executed settlement agreement
Enclosed is the original executed settlement agreement between
McDonnell Douglas Corporation and the City.
Just prior to leaving, Roger Ham told me that he had received a
copy of the signed agreement and, as I recall, had delivered it
to you. Having heard nothing further until recently I assumed
that you had received what you needed.
Art De La Loza left a voice-mail message while I was on vacation
to the effect that you were still in need of the executed agree-
ment . Following up on his call I was able to locate and obtain
the original of the agreement .
The attorneys for MCDonnel, as the paying party in this litiga-
tion, understandably have been reluctant to part with the origi-
nal and have asked that, if you are required to keep it for your
files, that you return a "certified" copy of the original for
their files . If you cannot do this please give me a call so we
can see if there is a reasonable alternative to accommodate their
request .
f there is anything else that you need please let me know.
--'George ,:l
Dalton
Attorney Law
cc : Gail Hutton, City Attorney
Arthur De La Loza, Deputy City Attorney
Ing
OFFICE OF
CITY ATTORNEY
r1 c P.O. Box 190
2000 Main Street Telephone
Gal[ Hutton Huntington Beach, California 92648 (714) 536-5555
City Anorney Fhx (714) 374-1590
October 22, 1998
George E. Dalton, Esq.
George E. Dalton and Associates
757 West Ninth Street
San Pedro, CA 90731
Re: City of Huntington Beach v. McDonnell Douglas
Dear Mr. Dalton:
This is a follow-up to my telephone call to you several weeks ago regarding the attached
letter from you to .ferry Hinkey, dated May 20, 1998.
The City Clerk informed us that she has yet to receive the requested executed
agreement.
Please let me know the status of our request at your earliest opportunity so that we can
advise the City Clerk.
Very truly yours,
(Dictated but not read)
ARTHUR DE LA LOZA
Deputy City Attorney
ADuab
Attachment: Letter to J. Hinkey dated 5120198 !
cc: Gail Hutton, City Attorney
-Connie Brockway, City Clerk
Jerry Hinkey, City Attorney Investigator
ad1;981etter?Balton
I
S
GEORGE E. DALTON AND ASSOCIATES
ATTORNEYS AND COUNSELORS AT LAW _
757 WEST NINTH STREET
1 SAN PEDRO. CALIFORNIA 90731
4J TELEPHONE 4310) 832.1157
TELECOPIER 13101 831-5127
May 20, 199$
City Attorney' s Office
City of Huntington Beach
.2000 Main Street,
Huntington Beach, CA 92648
Att : Jerry Hinkey, Deputy City Attorney
Ref : City of Huntington Beach vs. MDCOR.P
Enclosed is a copy of the "Stipulation of Dismissal,' which was
lodged with the court on March 25 , 1998 . I note that this copy
does not have a signature by Judge Snyder, so z will obtain a
592Y-f-=IIL the rourt file and .Fend it to
I also spoke to Agatha Melamed ' s secretary and she expects to
have a copy of the settlement agreement in 2 or 3 days and will
send it to me for forwarding to you.
If you have any other questions please give me a call .
GeorgefDaLlon
Attornw
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J� City of Huntington Beach j
P.0. Box 190-2000 Main Street
" Huntington Beach,California 92648
HtJNTINGTON BEACH `� ,
From the desk of.- Connie Brockway, CMC
City Cleric '
Telephone: (714) 536-5404
Fax: (714) 374-1557
vI ,
file Notes
Office of the City CCerk
Huntington Beach, California
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CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
To: CONNIE BROCKWAY, City Clerk
From: ARTHUR DELALOZA, Deputy City Attorney
Date: June 3, 1998
Subject: McDonnell Douglas Corporation
Attached is a letter from George Dalton dated May 20, 1998, relative to the
above-referenced matter.
Upon receipt of the Settlement Agreement, we will forward the same to you per
your request.
(Dictated but not read)
ARTHUR DELALOZA
Deputy City Attorney
ADuab
Attachment: Letter dated 5120/98
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CITY OF HUNTINGTON BEACH A s�a P.
- INTERDEPARTMENTAL COMMUNICATION .
Connie Brockway, City Clerk
' = Office of the City Clerk
_ TO: Roger Ham, Information Systems Manager, Police Department
FROM: Connie Brockway, City Clerk
DATE: May 4, 1998
''y SUBJECT: SETTLEMENT AGREEMENT - MCDONNELL DOUGLAS
CORPORATION - BREACH OF CONTRACT
What is the status of the Settlement Agreement with McDonnell Douglas Corporation regarding
the Breach of Contract legal case No. CV 97-9144-CAS (RNBx).
t In previous communications with Connie you are aware that the City Clerk's Office does not
have the duly executed original(or copy) of the Settlement Agreement as mentioned above. The
'= file copy that the City Clerk's Office has is not signed by the City Attorney or representatives of
' {= McDonnell Douglas.
If we are unable to get an executed copy of the Settlement Agreement,please have Chief
Lowenberg and the City Attorney's Office sign the enclosed form so that the City Clerk's Office ,
can file this material in the vault.
S�
Thank you,
g:cbmemos198cbmem198-19mh
i-
Ai-
HB`== CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
' Connie Brockway, City Clerk
T
Office of the City Clerk
TO: Roger Ham, Information Systems Manager, Police Department
FROM: Connie Brockway, City Clerk
DATE: May 4, 1998
n,
SUBJECT: SETTLEMENT AGREEMENT - MCDONNELL DOUGLAS
* CORPORATION - BREACH OF CONTRACT
What is the status of the Settlement Agreement with McDonnell Douglas Corporation regarding
the Breach of Contract legal case No. CV 97-9144-CAS (RNBx).
In previous communications with Connie you are aware that the City Clerk's Office does not
5# have the duly executed original (or copy) of the Settlement Agreement as mentioned above. The
file co that the City Clerk's Office has is not signed b the City Attorney or representatives of
��:• copy tY g Y tY Y p
McDonnell Douglas.
If we are unable to get an executed copy of the Settlement Agreement,please have Chief
f Lowenberg and the City Attorney's Office sign the enclosed form so that the City Clerk's Office
can file this material in the vault.
Thank you
'` g:cbmem0s198cbmem198-19mh
DATE:
TO: Vfa -d
FROM: Connie Brockway, City Clerk
:. :. :..
_, ::: su.B�ECT COMPLETION.:BY YOUR DEPARTM�IVT OF CITY - . :
. . . . `COUNCIL A..PPROVED AGENDA /TEN1. :. : ..
ITEM:
Date Approved: 3
The above item can be officially filed if the following requirements are met:
In order for the City Clerk's Office to proceed, please check (✓} as applicable:
( ) The necessary requirements will be provided by
Date
OR
( ) 'Completion of this item is no longer necessary.
Department Head Signature City Attorney
Deputy City Attorney
cc: City Attorney
City Administrator
(2) 03/09/98 - Council/Agency Agenda - Page 2
(City Council) Approval Of Settlement-Agreement (Full.And.Complete-Apreement Of
SettleMent-And General Release Of All Claims) Between City Of Huntinaton-Beach And
McDonnell Douglas Corporation - Communication from the Acting City Administrator
transmitting a proposed Agreement Between The City Of Huntington Beach And McDonnell
Douglas Corporation ("MDCORP)"resulting from the city's action against MDCORP for breach
of contract.
Recommended Action: Approve the Settlement Agreement Between The City of Huntington
Beach And McDonnell Douglas Corporation (MDCORP) to settle the case entitled Huntington
Beach v. McDonnell Douglas Corporation, Case No. CV 97-9144-CAS (RNBx) and authorize
the Mayor, Acting City Administrator and Communications Administrator to execute the
agreement on behalf of the city and the City Clerk to attest.
[Approved 5-2 (Harman, Sullivan - NO)]
The Followina Closed Sessions Will Be Attended By Peter Brown Liebert Cassidy
Frierson, Special Counsel
Call Closed Session Of City Council/Redevelopment Agency
Recommended Action: Motion to recess to Closed Session on the following items.
[Approved 7-0]
Closed Session - City Council pursuant to Government Code Section 54956.9(a) to confer with
its attorney regarding pending litigation which has been initiated formally and to which the city is
a party. The title of the litigation is City of Huntington Beach v. Sfate Board of Control; Board
of Administration of the Public Employees Retirement System - Orange County Superior Court
Case No. 779952. (120.80)
Closed-Session - City Council pursuant to Government Code Section 54957.6 to meet with its
designated representatives William Osness, Personnel Director, and Daniel Cassidy, Esquire,
Liebert, Cassidy and Frierson, regarding labor relations matters - meet and confer with the
following employee organizations: MSOA, POA, PMA, MEA, MEO, HBFA, and SCLEA. (120.80)
COUNCIUAGENCY ADJOURNMENT: To T-wesdayMonday, March 4016, 1998, at 4GG
5:00 p.m., Room B-8, 2000 Main Street, Huntington Beach,
California
** [A quorum of Council will
not be present]
Call City C-e-u-ne-111IRedevelepment Agenray To Girds
(GIW Couns"! Study Saeas'an I 'nt Meeting Between The City G
[A quorum of Council will not be present]
(2)
r'
• ACUON •
AGENDA
_ CITY COUNCIUREDEVELOPMENT AGENCY
s - CITY OF HUNTINGTON BEACH
ADJOURNED REGULAR MEETINGS
MONDAY, MARCH 9, 1998
MONDAY: 5:00 P.M. - Room B-8,
Civic Center, 2000 Main Street
Huntington Beach, California
TI,IESBAY-. 4:A9 124 Eac` PaWiRg-Let,
HuRtiRgton
"MONDAY: 6:00 P.M. - Room B-8
Call City Council/Redevelopment Agency Meeting To Order
Roll Call Julien, Harman, Green, Dettloff, Bauer, Sullivan, Garofalo
[Present]
Public Comments Regarding Closed Session Agenda Items
[None]
Call Closed Session Of City Council/Redevelopment Agency
Recommended Action: Motion to recess to Closed Session on the following item.
[Approved 7-0]
Closed Session - City Council pursuant to Government Code Section 54956.9(a) to confer with its
attorney regarding pending litigation which has been initiated formally and to which the city is a party.
The title of the litigation is City v. McDonnell Douglas Corporation - U.S. District Court Case
No. CV 97-9144-CAS (RNBx) or Subject: City v. McDonnell Douglas Corporation. (120.80)
Reconvene City Council/Redevelopment Agency Meeting
The City Attorney Shall Determine If Any Actions Taken By The City Council or
Redevelopment Agency In Closed Session Shall Require A Reporting On Those Actions
As Required By Law (Government Code §54957.1(a) (3 (B)).
Roll Call Julien, Harman, Green, Dettloff, Bauer, Sullivan, Garofalo
[Present]
Public Comments
[None]
Council/Agency Meeting Held:
Def' rred/Continued to:
Approved 0 Ca ditianally Approved 0 Denied City Clerk's Sig ture
ti, s✓r�. rw
Council Meeting Date: March 4.6; 1998 Department ID Number: CA 98-07
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, Acting City AdministratorOtR.J
PREPARED BY: GAIL HUTTON, City Attorne
SUBJECT: APPROVAL OF SETTLEMENT AGREEMENT BETWEEN
CITY OF HUNTINGTON BEACH AND McDONNELL DOUGLAS
CORPORATION
Statement of Issue,Funding Source,Recommended Action,Alternative Actlon(s),Analysis,Environmental Status,Attachment(a)
Statement of Issue: Whether to approve the Settlement Agreement between the City of
Huntington Beach and McDonnell Douglas Corporation ("MDCORP") resulting from the city's
action against MDCORP for breach of contract.
Funding Source: Not applicable.
Recommended Action: Approve the Settlement Agreement between the City of
Huntington Beach and MDCORP to settle the case entitled City of Huntington Beach v.
McDonnell Douglas Corporation, Case No. CV 97-9144-CAS (RNBx) and authorize the
mayor, acting city administrator and communications administrator to execute the agreement
on behalf of the city, and the clerk to attest.
Alternative Actions): Amend the Settlement Agreement or seek further information.
Analysis: This Settlement Agreement formally settles the litigation initiated by the city in
exchange for MDCORPs payment to the city of $1,350,000. The settlement was previously
authorized by council in closed session.
Environmental Status: Not applicable.
City Clerk's
Page Number No. Description. . . . .
........... .... ........... . ..
1 Settlement Agreement between City of Huntington Beach and
MDCORP.
FULL AND COMPLETE AGREEMENT OFSETTLEMENT-
AND GENERAL RELEASE OF ALL CLAIMS
I.
PARTIES
This Full and Complete Agreement of Settlement and General Release of All
Claims ("Settlement Agreement") is entered into by and between the City of Huntington Beach
("Plaintiff) on the one hand, and McDonnell Douglas Corporation ('Defendant") on the other
hand, as of this 19' day of February, 1998. (Plaintiff and Defendant are collectively referred to
herein as the "Parties").
II.
PROMISES
The Parties agree as follows:
1. On December 9, 1988, Plaintiff and Defendant entered into a contract
("Contract") whereby Plaintiff purchased a computer aided dispatch and records system from
Defendant for the total sum of approximately $2.5 million. The computer aided dispatch and
records system was comprised primarily of three components: (1) computer hardware
("Equipment"), (2) operating system software ("Operating System Software"), and (3)
application software ("Application Software") (hereinafter collectively referred to as the
"System"). The Contract also provided that Defendant would provide certain maintenance for
the System.
Page 1 of 10
• i
2. Certain disputes and controversies have arisen between Plaintiff and
Defendant with regard to the contract referred to in paragraph 1. Such disputes and
controversies include, but are not limited to, the claims, demands and causes of action set forth
by Plaintiff against Defendant in a Complaint entitled City of Huntington Beach v. McDonnell
Douglas Corporation, bearing case number CV 97-9144-CAS (RNBX) ("the Action").
3. Plaintiff and Defendant want to fully and finally settle and dispose of any
and all disputes, claims, demands, and differences between them, known or unknown,which arise
out of or relate to any act or omission of Defendant arising from the contract referred to in
paragraph 1 herein on or before the date this Settlement Agreement is executed by Plaintiff,
including, but not limited to: (1) Plaintiff s claims for breach of contract and fraud asserted in the
Action; (2) any other claims arising out of or asserted by Plaintiff in the Action, and (3) any and
all claims arising out of or in any way whatsoever connected with or attributable to the System,
including maintenance of the System.
4. Plaintiff and Defendant further want to fully and finally settle and dispose
of any and all disputes, claims, demands, and differences between them, whether known or
unknown, which arise out of or relate to any act or omission of any entity, including but not
limited to EAI, Inc., arising out of or in any way connected with or attributable to the System,
including maintenance of the System.
S. Dismissal of Action With Prejudice. Plaintiff, after consultation with its
attorneys, agrees to voluntarily and forever dismiss with prejudice the Action, including any and
all claims and/or causes of action asserted in the Action, or which could have been asserted in the
Action against Defendant or against any other persons or entities, including but not limited to
Page 2 of 10
•
EAI, Inc. Upon the execution of this Settlement Agreement, the Parties shall execute a
Stipulation of Dismissal With Prejudice Pursuant to Rule 41(a)(1)(ii) of the Federal Rules of Civil
Procedure ("Dismissal"), a copy of which is attached hereto as Exhibit "A." Immediately
thereafter, Plaintiff shall file the Dismissal with the Court and serve a conformed copy of same on
counsel for Defendant.
6. Settlement-Payment. Upon execution of the Settlement Agreement and
Dismissal, Defendant shall pay to Plaintiff the sum of one million three hundred and fifty
thousand dollars ($1,350,000.00).
7. No Further Obligations Re System. Pursuant to the Contract, the Parties
agree that Plaintiff retains its rights of ownership and use of the System, including the
Equipment, Operating System Software and Application Software, as purchased by Plaintiff
under the Contract, and has no further obligations due Defendant thereunder. Plaintiff agrees
and acknowledges that if it continues to use the System and/or any of its components, Defendant
shall in no way be obligated to provide any services or products of any kind relating to the
System and/or its components, including but not limited to maintenance (hardware and software),
upgrades (hardware and software), Equipment, Operating System Software, Application
Software and any other support of any kind (such as technical assistance).
8. Non-Admission of Liability j2K Wronudoiag. Defendant has denied and
continues to deny any liability to Plaintiff. This Settlement Agreement shall not in any way be
construed as an admission by Defendant or others released herein of any liability or wrongdoing,
whatsoever, or as an admission by Defendant or others released herein that they have acted
wrongfully in any way with respect to Plaintiff or any other person, or as an admission by
Page 3 of 10
Defendant or others released herein that Plaintiff or any other person has any rights whatsoever
against Defendant or others released herein. Defendant and others released herein specifically
deny and disclaim any liability to or wrongful acts against Plaintiff or any other person on the part
of themselves, their employees or their agents.
9. Waiver of Costs and A s' Fegs. The Parties agree that each party
shall bear its own costs and attorneys' fees incurred in connection with said action.
10. Full and Complete Release by Plaintiff Plaintiff, on behalf of itself, its
administrators, representatives and assigns, hereby irrevocably and unconditionally releases any
and all persons or entities which were at any time or which could have been named in the Action,
including but not limited to Defendant and EAI, Inc., and each of said persons' or entities'
owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees,
representatives, attorneys, parent corporations, components, divisions, including but not limited
to McDonnell Douglas Computer Systems Company, subsidiaries and affiliates (and any and all
agents, directors, officers, employees, representatives and attorneys of such parent corporations,
components, divisions, subsidiaries and affiliates) and all other persons acting by, through, under
or in concert with any of them (collectively "Releasees"), from any and all "Claims." The term
"Claims" includes all lawsuits, charges, claims, complaints, liabilities, obligations, promises,
agreements, controversies, damages, actions, omissions, claims for relief, suits, rights, demands,
costs, lawsuits, and expenses (including attorneys' fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, which Plaintiff now has or claims to
have, or which Plaintiff at any time heretofore had or claims to have, or which Plaintiff at any
time hereafter may have or claim to have against each or any of the Releasees, arising out of or
Page 4 of 10
related to any matter, event, fact, act, omission, cause or thing which existed, arose or occurred
on or prior to the date of the execution of this Settlement Agreement in connection with and/or
related to the contract referred to in paragraph 1 herein. The Claims released under this
Settlement Agreement include, but are not limited to, any rights arising out of any alleged
violation of any contract, expressed or implied; any covenant of good faith and fair dealing,
expressed or implied; any torts; and any federal, state or other governmental statute, regulation
or ordinance.
11. Full and Complete Release by Defendant. Defendant, on behalf of itself, its
administrators, representatives and assigns, hereby irrevocably and unconditionally releases
Plaintiff, and each of its agents, council persons, officers, employees, representatives, attorneys,
components,departments, and all other persons acting by, through, under, or in concert with, any
of them (collectively "Releasees"), from any and all "Claims." The term "Claims" includes all
lawsuits, charges, claims, complaints, liabilities, obligations, promises, agreements, controversies,
damages, actions, omissions, claims for relief, suits, rights, demands, costs, lawsuits, and
expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known
or unknown, suspected or unsuspected, which Defendant now has or claims to have, or which
Defendant at any time heretofore had or claims to have, or which Defendant at any time hereafter
may have or claim to have against each or any of the Releasees, arising out of or related to any
matter, event, fact, act, omission, cause or thing which existed, arose or occurred on or prior to
the date of the execution of this Settlement Agreement. The Claims released under this
Settlement Agreement include, but are not limited to, any rights arising out of any alleged
violation of any contract, expressed or implied, any covenant of good faith and fair dealing,
Page 5 of 10
expressed or implied; any torts, and any federal;, state or other governmental statute, regulation
or ordinance.
12. Knowing and Voluntarx Waiver of Future Claims. This Settlement
Agreement releases both Claims that the parties hereto know about, and Claims the parties may
not presently know about, to the extent permitted by law. To do so, the parties must expressly
waive and relinquish all rights and benefits afforded to them by Section 1542 of the Civil Code of
the State of California and/or similar statute(s). By signing this Settlement Agreement, the
parties represent and agree that the parties understand the significance of such specific waiver of
rights under Section 1542. The parties hereby acknowledge that they have had the opportunity
to review this Settlement Agreement and are familiar with the provisions of the California Civil
Code Section 1542, which provides as follows:
"A General Release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have
materially affected his settlement with the debtor."
For purposes of this Settlement Agreement the terms "creditor,""his," "him," and
"debtor" as used in the above-quoted language of the California Civil Code, Section 1542, is
understood to include either plaintiff or defendant, as applicable.
I3. Encouragement to Consult with AttorneX. The parties have been
encouraged to consult with their respective counsel before signing this Settlement Agreement
and have done so to the extent desired and necessary.
14. Successors. The Settlement Agreement shall bind and inure to the benefit
Pagg 6 of 10
of the Parties hereto and their respective agents, servants and employees, their successors,
predecessors and assign of each of them, separately and collectively.
15. Ownership of Claims. Plaintiff represents and agrees that Plaintiff has not
signed, assigned or transferred, or attempted to assign or transfer to any person or entity,
including any person, municipality or other entity that has used, leased, owned or held title to the
System at any time, any of the claims Plaintiff is releasing in this Settlement Agreement.
16. Further Necessanr__ Actions. The parties agree, without further
consideration, to sign and/or cause to be signed, and to deliver to the other party, any other
documents and to take any other action as may be necessary or convenient to fulfill their
respective obligations hereunder, or to effect the provisions of this Settlement Agreement
17. Actions Commenced on Claim. Should either Plaintiff or Defendant institute
any legal action or administrative proceeding with respect to any Claim waived under this
Settlement Agreement or pursue any claim or controversy covered by paragraphs 11 and 12, the
responding party shall be entitled to recover from the other party all damages, costs, expenses
and attorneys' fees incurred as a result of said action.
18. Proper Construction. The language of all parts of this Settlement
Agreement shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the Parties. As used in this Settlement Agreement, the term "or"
shall be determined to be "and/or" and the singular or plural number shall be deemed to include
the other whenever the context so indicates or requires. The paragraph headings used in this
Settlement Agreement are intended solely for convenience of reference and shall not in any..
manner add to, limit, modify, or otherwise be used in the interpretation of any of the provisions
Page 7 of 10
of this Settlement Agreement.
19.. Full and Complete Understanding of the Settlement Agreement. The
Parties agree, warrant and represent that they have carefully read the contents of this Settlement
agreement, they do so with full knowledge of any rights which they may have, that they have
received independent legal advice from their respective attorneys of record with respect to the
matter set forth in this Settlement Agreement, and that they freely have signed this Settlement
Agreement without reliance upon any Settlement Agreement, promise, statement or
representation by or on behalf of the Parties or their respective attorneys of record, except as set
forth in this Settlement Agreement.
20. Governinu Law. The Settlement Agreement shall be governed for all
purposes by the laws of the State of California. The Parties hereto recognize that if after the date
of execution of this Settlement Agreement, any provision of this Settlement Agreement is held to
be illegal, invalid, or unenforceable, such provision shall be fully severable. In lieu thereof, there
shall be added a provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid and enforceable.
21. Warranty of Authorized Signatories. Each of the signatories hereby warrants
and represents that he or she is competent and authorized to enter into this Settlement
Agreement on behalf of the Party for whom he or she purports to sign.
22. Good-Faith. The Parties acknowledge and agree that the settlement
embodied in this Settlement Agreement is made in good faith and therefore shall bar any other
claims of any kind by any entity for equitable or contractual indemnity.
23. Counterparts. The Settlement Agreement may be executed in counterparts,
Page 8 of 10
each of which shall be deemed an original, all of which together shall constitute one and the same
instrument.
24. Entire Agreement. This Settlement Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous oral and written agreements and discussions. No promise by any Party, or
attorney or agent of any Party which is not expressly contained in the Settlement Agreement shall
be binding or valid on that Party. Any modification, alteration or amendment to the Settlement
Agreement shall be void and of no force or effect unless it is in writing signed by all Parties
hereto.
Page 9 of 10
r �
I George E. Dalton, Esq.
GEORGE E. DALTON & ASSOCIATES
2 Attorneys & Counselors at Law
157 West Ninth Street,
3 San Pedro, CA 90731
Telephone: (310) 832-1157 - Facsimile : (310) 831-5127
4 Attorney(s) for Plaintiff City of Huntington Beach
5 .Agatha Melamed, Esq.
Jon Pfeiffer, Esq.
6 Bryan Cave LLP
120 Broadway, Suite 500
7 Santa Monica, CA 90401
Telephone : (310) .576-2100 - Facsimile; (310) 576-2200
8 Attorneys for Defendant McDonnell Douglas Corporation
9 UniTED STAT$S DISTRICT COURT
10 CENTRAL DISTRICT OF CALIFORNIA
11 CITY OF HUNTINGTON BEACH, ) CASE # CV 97-9144-CAS (RNBx)
12 Plaintiff, ) STIPULATION OF DISMISSAL
WITH PREJUDICE PURSUANT TO
13 vs . } RULE 41 (a) (1) (ii) OF THE
} FEDERAL RULES OF CIVIL
14 McDONNELL DOUGLAS CORPORATION; } PROCEDURE
15 Defendant . }
16 ) [NO TRIAL DATE SET]
1.7 )
18 Pursuant to Rule 41 (a) (1) (11) of the Federal Rules of Civil
19 procedure, plaintiff City of Huntington Beach ( "the City" ) ,
20 through its counsel of record, on the one hand, and defendant
21 McDonnell Douglas Corporation ( "MDC" ) , through its counsel of
22 record, on the other hand, hereby stipulate and agree to, the
23 following: (1) the above-entitled action will be dismissed with
24 prejudice under the terms and conditions of the "Full and Com-
25 plete Agreement of Settlement and General Release of all Claims"
26 ( "the Settlement Agreement") ; (2) the Court will retain juri-sdic-
27 tion on this matter to enforce this dismissal and the terms of
28 the Settlement Agreement; (3) the terms and conditions of the
Case No. SACV 94-29 CAS(RNHx) DOC.No. 1547.IM- - Stipulation of aiW ssal with Prejudice - Page #1
I Settlement Agreement between MDC and the City are fair and equi-
2 table and the Settlement Agreement is entered into in good faith,
3 thereby barring any further claims by any entity for equitable
4 and/or contractual indemnity pursuant to Section 877 . 6 of the
5 California Code of Civil Procedure/ and (4) the conduct of the
6 parties and their respective counsel in this action does not
7 warrant the imposition of sanctions by the Court .
8
9 DATED: 1998 GEORGE E. DALTON & ASSOCIATES
Attorneys & Counselors at Law
10
By
11 George E. Dalton
Attorneys for plaintiff
12 City of Huntington Beach
13 DATED: 1998 Agatha Mel.amed
Jon Pfeiffer
14 Bryan Cave LLP
15 By
Agatha Melamed
16 Attorneys for defendant
McDonnell Douglas Corporation
17
18 ORDER
19 GOOD CAUSE APPEARING, this Court hereby makes the determina-
20 tion that the settlement of this action was made in good faith
21 and, therefore , bars any further claim for equitable and/Qr
22 contractual indemnity pursuant to Section 877 .6 of the California
23 Code of Civil PrQcedure. Furthermore, the Court hereby approves
24 the remaining terms of the 'above stipulation., including the
25 dismissal of this action with prejudice, in their entirety and
26 vacates any and all pending hearings .
27 DATED: 1998
The Honorable Christ-Ina A. Snyder
28 United States District Judge
Case No. SACV 94-29 CAS[RNW Doc.No. 1647.193 - Stipulation of Dismissal with Prejudice - Page $2
STATEMENT OF ACTION OF THE CITY COUNCIL
CITY OF HUNTINGTON BEACH
Indicates Portions Of The Meeting Not Included In The Statement Of Action
Room B-8, Civic Center
Huntington Beach, California
Monday, March 9, 1998
An audio tape recording of this meeting
is on file in the Office of the City Clerk.
Mayor Dettloff called the adjourned regular meetings of the City Council and the
Redevelopment Agency of the City of Huntington Beach to order at 5:00 p.m. in
Room B-8.
CITY COUNCIUREDEVELOPMENT AGENCY ROLL CALL
PRESENT: Julien, Harman, Green, Dettloff, Bauer, Sullivan, Garofalo
ABSENT: None
PUBLIC COMMENTS REGARDING CLOSED SESSION ITEMS
There were no persons present to address Council regarding the closed session items
scheduled on the agenda.
MOTION TO RECESS TO CLOSED SESSION -APPROVED
A motion was made by Julien, second Sullivan to recess to closed session. The motion
carried by the following roll call vote:
AYES: Julien, Green, Dettloff, Bauer, Sullivan, Garofalo
NOES: None
ABSENT: (Harman out of the room)
RECONVENE
The Mayor reconvened the adjourned regular meetings of the City Council and
Redevelopment Agency at 5:10 p.m.
Rage 2—Statement of Actlon—City Council/Redevelopment Agency Minutes—
March 9, 1998
CITY COUNCIUREDEVELOPMENT AGENCY ROLL CALL
PRESENT: Julien, Harman, Green, Dettloff, Bauer, Sullivan, Garofalo
ABSENT: None
PUBLIC COMMENTS
There were no persons present to address Council regarding the item scheduled on the
agenda.
(City Council) Approval Of Settlement Agreement (Full And Complete Agreement
Of Settlement And General Release Of All Claims) Between City Of Huntington
Beach And McDonnell Douglas Corporation
The City Council considered a communication from the Acting City Administrator
transmitting a proposed Agreement Between The City Of Huntington Beach And
McDonnell Douglas Corporation ("MDCORP') resulting from the city's action against
MDCORP for breach of contract.
A motion was made by Bauer, second Garofalo to approve the Settlement Agreement
Between The City of Huntington Beach And McDonnell Douglas Corporation (MDCORP)
to settle the case entitled Huntington Beach v. McDonnell Douglas Corporation, Case
No. CV 97-9144-CAS (RNBx) and authorize the Mayor, Acting City Administrator and
Communications Administrator to execute the agreement on behalf of the city and the
City Clerk to attest. The motion carried by the following roll call vote:
AYES: Julien, Green, Dettloff, Bauer, Garofalo
NOES: Harman, Sullivan
ABSENT: None
Mayor Dettloff adjourned the adjourned regular meetings of the City Council and the
Redevelopment Agency of the City of Huntington Beach to Monday, March 16, 1998 at
5:00 p.m. in Room B-8, Civic Center, 2000 Main Street, Huntington Beach, California
92648.
. :page 3—Statement of Action—City Council/Redevelopment Agency Minutes—
March 9, 1998
Is!Connie Brockway
City Clerk and ex-officio Clerk of
the City Council of the City of
Huntington Beach, California
ATTEST:
Isl Connie Brockway Isl Shirley Dettloff.
City Clerk/Clerk Mayor
STATE OF CALIFORNIA )
County of Orange ) ss:
City of Huntington Beach )
I, Connie Brockway, the duly elected City Clerk of the City of Huntington Beach,
Califomia, do hereby certify that the above and foregoing is a true and correct
Statement of Action of the City Council of said City at their adjourned regular meeting
held on the 9th day of March, 1998.
Witness my hand and seal of the said City of Huntington Beach this the 10th day of
March, 1998.
City Clerk and ex-officio Cledl of
the City Council of the City of
Huntington Beach, California