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HomeMy WebLinkAboutPublic Cable Television Authority (PCTA) - 2019-01-22 SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement Agreement") is made and entered into by and among: City of Huntington Beach, a charter city, "Plaintiff' And CITY OF FOUNTAIN VALLEY, a general law city("Fountain Valley"); CITY OF STANTON, a charter city ("Stanton"); CITY OF WESTMINSTER, a general law city; ("Westminster"); and Public Cable Television Authority("PCTA"),a Joint Powers Authority that is currently comprised of three members; Stanton, Fountain Valley and Westminster; "Defendants." RECITALS A. On January 22, 2019, Plaintiff gave notice to PCTA that was terminating its membership in PCTA, effective July 22, 2019. On that date, Plaintiff in fact terminated its membership in PCTA. B. On May 21, 2019, Plaintiff filed a Complaint for Injunctive and Declaratory relief and Writ of Mandamus against Defendants in the Superior Court, County of Orange, State of California, Case No. 30-2019-01071652, (the "Complaint"), which Complaint arose out of Plaintiff's notice that it was terminating its membership in PCTA and certain alleged actions taken by Defendants in response thereto. In the Complaint, Plaintiff sought injunctive and declaratory relief as well as a Writ of Mandamus compelling the dissolution of PCTA,and further compelling PCTA to distribute 67.42%of the funds held in PCTA's Local Agency Investment Fund("LAIF") to Plaintiff, among other claims for relief. Defendants deny any wrongdoing and further deny that Plaintiff is entitled to any of the relief requested in the Complaint. C. Whereas PCTA currently leases studio space in the City of Huntington Beach City Hall,and by this Settlement Agreement the Parties wish to clarify their existing obligations under the lease and the pending termination of the lease, as is discussed herein. D. Plaintiff and Defendants (collectively, hereafter the "Parties") desire to enter into this Settlement Agreement in order to provide for certain actions in full settlement and discharge of all claims which are, or might have been, the subject matter of the Complaint and Writ of Mandamus,upon terms and conditions as set forth herein. E. This Settlement Agreement affects claims and demands that are disputed, and by executing this Settlement Agreement,none of the parties admits to, or concedes,any of the claims, defenses or allegations which were raised or could be raised by any other party or any third party. Moreover,neither this Settlement Agreement, nor any part of this Settlement Agreement, shall be 1 214796/19-7640 construed to be, nor shall it or any part of it be admissible in any proceeding as evidence of, an admission by any party of any violation of law or wrongdoing. This document may only be introduced into a proceeding to enforce the terms of the Settlement Agreement. Liability for any and all claims or demands of any other party is expressly denied by each party to this Settlement Agreement. F. This Settlement Agreement is intended to be binding upon the Parties and may be reduced to a Judgment in the event of a breach of this Settlement Agreement by any Party. The Court may retain jurisdiction over the Parties to enforce the settlement until performance in full of the terms of the Settlement Agreement pursuant to California Code of Civil Procedure section 664.6. Said code section is expressly adopted hereby. G. Regardless of who may have written or otherwise prepared this Settlement Agreement, it shall be deemed as jointly prepared by the Parties and the language herein shall be in all cases interpreted fairly. AGREEMENT The parties agree as follows: 1.0 RELEASE AND DISCHARGE 1.1 Subject to and in consideration of the required actions set forth in Section 2, the Parties hereby completely release and forever discharge each other and any of their respective agents, representatives, insurers, elected officials, employees, from any and all past or present claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of services, expenses and compensation of any nature whatsoever, whether based on a tort, contract or other theory of recovery, which the Parties now have, or which may hereafter accrue or otherwise be acquired,on account of,or may in any way grow out of the incidents described in the Recitals herein above and in the Complaint,which are incorporated into this Settlement Agreement by this reference, including,without limitation, any and all known or unknown claims for property damages of Plaintiff, or of any Party's representatives or heirs, which have resulted or may result from the alleged acts or omissions of any Party. In connection with the foregoing,all Parties agree to execute any and all documents necessary to give effect to this Settlement Agreement, and Plaintiff agrees to execute and file a request for dismissal of the Complaint in its entirety,as further set forth in Section 2.5 herein. 1.2 This Release and Discharge shall be a fully binding and complete settlement among all the Parties hereto, and their heirs, assigns and successors. 1.3 All Parties acknowledge and agree that the Release and Discharge set forth above is a general release subject to Section 2. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date,but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect the Parties' decision to enter into this Settlement Agreement. Subject to Section 2,the Parties further agree that they have accepted the actions specified herein as a complete compromise of matters involving'disputed issues of law and fact. Each Party 2 214796/19-7640 assumes the risk that the facts or law may be other than each believes. It is understood and agreed to that this Settlement Agreement is a compromise of disputed claims, and the actions performed pursuant to this Settlement Agreement are not to be construed as an admission of liability on the part of any Party, by whom liability is expressly denied. 1.4 Except as expressly stated otherwise, it is the intention of the Parties that this Settlement Agreement shall be effective as a bar to all actions, causes of action, obligations, costs, expenses, attorneys' fees, damages, losses, claims, liabilities and demands of whatsoever character, as it relates to the incident at issues in the subject Complaint, known or unknown, suspected or unsuspected as hereinabove specified. In furtherance of this intention, the Parties hereby waive any and all rights based upon the provisions of California Civil Code §1542 which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party." 1.5 Except for the obligations contained within and the express limitations to the release language of this Settlement Agreement, the Parties acknowledge that the foregoing waiver of the provisions of California Civil Code § 1542 was separately bargained for, and the Parties expressly consent that the release set forth in this Settlement Agreement shall have the same full force and effect as to any claims, demands, and causes of action which are unknown or unsuspected as said release. 2.0 ACTIONS AND AGREEMENT ON FINAL DISTRIBUTION OF PROPERTY AND TERMINATION OF LEASE 2.1 In consideration of the release set forth above, PCTA agrees that it will distribute to Plaintiff the sum of$1 million dollars ($1,000,000.00) from PCTA's account in the State of California's Local Agency Investment Fund(LAIF),and will transfer by wire transfer this amount to an account of Plaintiff's choosing within fourteen (14) calendar days of the full and complete execution of this Settlement Agreement by all Parties. The Parties acknowledge and agree that these funds so transferred from LAIF originated from the payment of Public, Educational and Governmental ("PEG") fees that were paid by cable/video operators based on gross revenues derived from the operation of their networks to provide cable or video service within the jurisdiction of Plaintiff,and Plaintiff further agrees that it shall be solely and completely responsible for compliance with all State and Federal laws governing the administration, use and expenditure of such funds. Defendants shall have no liability for the administration, use and expenditure of said funds upon the transfer from the PCTA LAIF account. 2.2 In further consideration of the release set forth above, PCTA agrees that it will convey to Plaintiff all equipment and other personal property of PCTA that is located in the Huntington Beach City Hall City Council Chambers and the AudioNisual Room that is immediately adjacent to the Council Chambers,which transfer of title shall take place immediately upon execution of this Settlement Agreement by all Parties. The Parties agree that Plaintiff shall 3 214796/19-7640 take title to such equipment and other personal property "as is," free and clear of any claims or liens, and Defendants make no representations or warranties regarding the physical condition of said equipment and personal property. The Parties further agree that Plaintiff shall be responsible for the preparation and execution of any documents that may be necessary to effect a transfer of title of said equipment and other personal property. 2.3 In further consideration of the release set forth above,the Parties agree that all other property of PCTA, real and personal, tangible and intangible, shall remain the property of PCTA following the execution of this Settlement Agreement. This includes, but is not limited to, the balance of the PCTA LAIF fund following the payment set forth in Section 2.1 herein, the balance in PCTA's account with Bank of America, all personal property located in PCTA's administrative office in Fountain Valley, the mobile studio truck and all equipment and personal property located in said vehicle, all personal property and other equipment that is located in the leased studio space in the Huntington Beach City Hall,which is not identified in Section 2.2 herein, the right to use the regional channel capacity historically reserved as Channel 6, the right to use Channel 3 within the Cities of Fountain Valley, Stanton and Westminster, all videos and programs prepared and produced by PCTA, the PCTA domain names and YouTube channel, and other intellectual property of PCTA. Plaintiff agrees that it shall have no right to the use of such intellectual property of PCTA for any purpose without first obtaining the express written consent of PCTA. 2.4 In further consideration of the release set forth above,the Parties agree that PCTA's current lease of studio space in the Huntington Beach City Hall shall terminate within 30 days of the execution of this Settlement Agreement. Defendants shall be responsible for the removal of all equipment and other personal property from the studio space, and Defendants shall surrender possession of the studio space to Plaintiff on or before the 30th day following the execution of this Settlement Agreement. The Parties agree that any equipment or other personal property that is Left in the leased studio space following the termination of the lease shall become the property of Plaintiff. Plaintiff agrees that it will not hinder or otherwise interfere with Defendants' removal of all of PCTA's equipment and other personal property in the leased studio space, and the Parties agree that they will cooperate and work in good faith in order to achieve an orderly and efficient relocation of PCTA's equipment and other personal property from the leased studio space. Provided Defendants comply with this Section 2.4, PCTA shall have no further obligation to pay rent to Plaintiff under the existing lease for the duration of the term. 2.5 In further consideration of the release set forth above, Plaintiff agrees that it will file a dismissal of the Complaint as to all Defendants, with prejudice, within seven(7) days of PCTA's transfer of the LAIF funds set forth in Section 2.1 herein. 3.0 DOCUMENTS This document may be executed in counterparts. All Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions, which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Settlement Agreement. 4 214796/19-7640 4.0 ATTORNEY'S FEES 4.1 Each party shall bear all attorneys' fees and costs arising from the actions of its own counsel in connection with its prosecution and defense of the Complaint,this Settlement Agreement, the matters referred to herein, and all related matters, except as otherwise may be provided in this Settlement Agreement. 5.0 REPRESENTATION OF COMPREHENSION OF DOCUMENT In entering into this Settlement Agreement, each Party represents that the Party has relied upon the advice of that Party's attorney(s), who is/are the attorney(s) of that Party's own choice, concerning the legal and income tax consequences of this Settlement Agreement; that the terms of this Settlement Agreement have been completely read and explained to that Party by the Party's attorney(s); and that the terms of this Settlement Agreement are fully understood and voluntarily accepted by each Party. 6.0 WARRANTY OF CAPACITY TO EXECUTE AGREEMENT Each Party represents and warrants that no other person or entity has, or has had, any interest in the claims, demands, obligations, or causes of action referred to in this Settlement Agreement, except as otherwise set forth herein; that each Party has the sole right and exclusive authority to execute this Settlement Agreement and receive the sums specified in it; and that each Party has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Settlement Agreement. Each Party further represents and warrants that it is authorized to execute this Settlement Agreement and bind itself to the terms hereof. 7.0 GOVERNING LAW This Settlement Agreement shall be construed and interpreted in accordance with the laws of the State of California. 8.0 ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST This Settlement Agreement contains the entire agreement between the Parties hereto with regard to the matters set forth in it and shall be binding upon and inure to the benefits of the executors, administrators, personal representatives, heirs, successors and assigns of each. The Parties acknowledge and agree that there is no part of this Settlement Agreement that is not stated in writing herein, and the Parties further agree that this Settlement Agreement may only be modified or amended by an express written amendment that is executed by all Parties hereto. 9. EFFECTIVENESS This Settlement Agreement may be executed as one or more counterparts,and each such counterpart shall be deemed an original,but all of which together shall constitute one and the same instrument. A photocopy or facsimile transmission of the Settlement Agreement, including signatures, shall be deemed to constitute evidence of the Settlement Agreement's execution. 5 214796/19-7640 Should any provisions of this Settlement Agreement be declared or determined by any court to be illegal or invalid,the validity of the remaining parts,terms or provisions, shall not be affected thereby and said illegal or invalid pant,term, or provision shall be deemed no longer to be a part of this Settlement Agreement. The date of the last signature placed hereon shall hereinafter be known as the "date of execution" of this Settlement Agreement.. City of Huntington Beach (Plaintiff) City of Fountain Valley (Defendant) By: By: Its: - C i) M C(-.- t LiA ,>>3,� Its: lAasi oft- Date: _�— I — a-i�1� Date: to — zz— lest APPROVED AS TO FORM APPROVED AS TO FORM By; By; Attorney for the City D Date: 9/l 9/2019 City of Westminster (Defendant) City of Stanton (Defendant) By: By: Its: Its: Date: Date: COUNTERPART 6 214796/19-7640 Should any provisions of this Settlement Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts. terms or provisions, shall not be affected thereby and said illegal or invalid part, term,or provision shall be deemed no longer to be a part ofthis Settlement Agreement. 'The date of the last signature placed hereon shall hereinafter be known as the "date ofexecution" of this Settlement Agreement- City of FIuntington Beach (Plaintiff) City of l ountain Valley (Defendant) By: By: Its: C t N'\Z! e.r, 1 -A rig' Its: Date: _(- I�} — a y 1 Date: APPROVED AS 'f0 FORIM APPROVE-D AS 'rO FORM 'e5:00- -- Z�-?-—���f By: ClTd Mtn By: D( c: Date: City of Nest in ter (Defendant) City of Stanton (Defendant) By: By: �J Its: Its: 02C Date: Date: DC�O�E( .��z I q COUNTERPART 214796/19-7640 APPROVED AS TO FORM APPROVED AS TO FORM ;- (; cf, By: T. C; rA&>v By: City Attorney Date: /D Date: 10/22/19 Public Cable Television Authority (Defendant) By: Its: Date: APPROVED AS TO FOR.N1 By: Authority Attorney Date: 10/22/19 COUNTERPART 214796/19-7640 APPROVED AS TO FORM APPROVED AS TO FORM By: _ By: Date: Date: Public Cable Television Authority (Defendant) BYK�; Its: Date: el q T— APPROVED AS TO FORM By: Date: COUNTERPART 214796/19-7640 4QfA;�fG 4P9 SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement Agreement") is made and entered into by and among: City of Huntington Beach, a charter city, "Plaintiff' And CITY OF FOUNTAIN VALLEY, a general law city ("Fountain Valley"); CITY OF STANTON, a charter city ("Stanton"); CITY OF WESTMINSTER, a general law city; ("Westminster"); and Public Cable Television Authority("PCTA"),a Joint Powers Authority that is currently comprised of three members; Stanton, Fountain Valley and Westminster; "Defendants." RECITALS A. On January 22, 2019, Plaintiff gave notice to PCTA that was terminating its membership in PCTA, effective July 22, 2019. On that date, Plaintiff in fact terminated its membership in PCTA. B. On May 21, 2019, Plaintiff filed a Complaint for Injunctive and Declaratory relief and Writ of Mandamus against Defendants in the Superior Court, County of Orange, State of California, Case No. 30-2019-01071652, (the "Complaint"), which Complaint arose out of Plaintiff's notice that it was terminating its membership in PCTA and certain alleged actions taken by Defendants in response thereto. In the Complaint, Plaintiff sought injunctive and declaratory relief as well as a Writ of Mandamus compelling the dissolution of PCTA, and further compelling PCTA to distribute 67.42%of the funds held in PCTA's Local Agency Investment Fund("LAIF") to Plaintiff, among other claims for relief. Defendants deny any wrongdoing and further deny that Plaintiff is entitled to any of the relief requested in the Complaint. C. Whereas PCTA currently leases studio space in the City of Huntington Beach City Hall, and by this Settlement Agreement the Parties wish to clarify their existing obligations under the lease and the pending termination of the lease, as is discussed herein. D. Plaintiff and Defendants (collectively, hereafter the "Parties") desire to enter into this Settlement Agreement in order to provide for certain actions in full settlement and discharge of all claims which are, or might have been, the subject matter of the Complaint and Writ of Mandamus, upon terms and conditions as set forth herein. E. This Settlement Agreement affects claims and demands that are disputed, and by executing this Settlement Agreement,none of the parties admits to,or concedes,any of the claims, defenses or allegations which were raised or could be raised by any other party or any third party. Moreover, neither this Settlement Agreement,nor any part of this Settlement Agreement, shall be 1 214796/19-7640 construed to be, nor shall it or any part of it be admissible in any proceeding as evidence of, an admission by any party of any violation of law or wrongdoing. This document may only be introduced into a proceeding to enforce the terms of the Settlement Agreement. Liability for any and all claims or demands of any other party is expressly denied by each party to this Settlement Agreement. F. This Settlement Agreement is intended to be binding upon the Parties and may be reduced to a Judgment in the event of a breach of this Settlement Agreement by any Party. The Court may retain jurisdiction over the Parties to enforce the settlement until performance in full of the terms of the Settlement Agreement pursuant to California Code of Civil Procedure section 664.6. Said code section is expressly adopted hereby. G. Regardless of who may have written or otherwise prepared this Settlement Agreement, it shall be deemed as jointly prepared by the Parties and the language herein shall be in all cases interpreted fairly. AGREEMENT The parties agree as follows: 1.0 RELEASE AND DISCHARGE 1.1 Subject to and in consideration of the required actions set forth in Section 2, the Parties hereby completely release and forever discharge each other and any of their respective agents, representatives, insurers, elected officials, employees, from any and all past or present claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of services, expenses and compensation of any nature whatsoever, whether based on a tort, contract or other theory of recovery, which the Parties now have, or which may hereafter accrue or otherwise be acquired,on account of,or may in any way grow out of the incidents described in the Recitals herein above and in the Complaint,which are incorporated into this Settlement Agreement by this reference, including,without limitation, any and all known or unknown claims for property damages of Plaintiff, or of any Party's representatives or heirs,which have resulted or may result from the alleged acts or omissions of any Party. In connection with the foregoing,all Parties agree to execute any and all documents necessary to give effect to this Settlement Agreement, and Plaintiff agrees to execute and file a request for dismissal of the Complaint in its entirety,as further set forth in Section 2.5 herein. 1.2 This Release and Discharge shall be a fully binding and complete settlement among all the Parties hereto, and their heirs, assigns and successors. 1.3 All Parties acknowledge and agree that the Release and Discharge set forth above is a general release subject to Section 2. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date,but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect the Parties' decision to enter into this Settlement Agreement. Subject to Section 2, the Parties further agree that they have accepted the actions specified herein as a complete compromise of matters involving disputed issues of law and fact. Each Party 2 214796/19-7640 assumes the risk that the facts or law may be other than each believes. It is understood and agreed to that this Settlement Agreement is a compromise of disputed claims, and the actions performed pursuant to this Settlement Agreement are not to be construed as an admission of liability on the part of any Party, by whom liability is expressly denied. 1.4 Except as expressly stated otherwise, it is the intention of the Parties that this Settlement Agreement shall be effective as a bar to all actions, causes of action, obligations, costs, expenses, attorneys' fees, damages, losses, claims, liabilities and demands of whatsoever character, as it relates to the incident at issues in the subject Complaint, known or unknown, suspected or unsuspected as hereinabove specified. In furtherance of this intention, the Parties hereby waive any and all rights based upon the provisions of California Civil Code §1542 which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party." 1.5 Except for the obligations contained within and the express limitations to the release language of this Settlement Agreement, the Parties acknowledge that the foregoing waiver of the provisions of California Civil Code § 1542 was separately bargained for, and the Parties expressly consent that the release set forth in this Settlement Agreement shall have the same full force and effect as to any claims, demands, and causes of action which are unknown or unsuspected as said release. 2.0 ACTIONS AND AGREEMENT ON FINAL DISTRIBUTION OF PROPERTY AND TERMINATION OF LEASE 2.1 In consideration of the release set forth above, PCTA agrees that it will distribute to Plaintiff the sum of$1 million dollars ($1,000,000.00) from PCTA's account in the State of California's Local Agency Investment Fund(LAIF),and will transfer by wire transfer this amount to an account of Plaintiff's choosing within fourteen (14) calendar days of the full and complete execution of this Settlement Agreement by all Parties. The Parties acknowledge and agree that these funds so transferred from LAIF originated from the payment of Public, Educational and Governmental ("PEG") fees that were paid by cable/video operators based on gross revenues derived from the operation of their networks to provide cable or video service within the jurisdiction of Plaintiff,and Plaintiff further agrees that it shall be solely and completely responsible for compliance with all State and Federal laws governing the administration, use and expenditure of such funds. Defendants shall have no liability for the administration, use and expenditure of said funds upon the transfer from the PCTA LAIF account. 2.2 In further consideration of the release set forth above, PCTA agrees that it will convey to Plaintiff all equipment and other personal property of PCTA that is located in the IIuntington Beach City Hall City Council Chambers and the AudioNisual Room that is immediately adjacent to the Council Chambers,which transfer of title shall take place immediately upon execution of this Settlement Agreement by all Parties. The Parties agree that Plaintiff shall 3 214796/19-7640 take title to such equipment and other personal property "as is," free and clear of any claims or liens, and Defendants make no representations or warranties regarding the physical condition of said equipment and personal property. The Parties further agree that Plaintiff shall be responsible for the preparation and execution of any documents that may be necessary to effect a transfer of title of said equipment and other personal property. 2.3 In further consideration of the release set forth above,the Parties agree that all other property of PCTA, real and personal, tangible and intangible, shall remain the property of PCTA following the execution of this Settlement Agreement. This includes, but is not limited to, the balance of the PCTA LAIF fund following the payment set forth in Section 2.1 herein,the balance in PCTA's account with Bank of America, all personal property located in PCTA's administrative office in Fountain Valley, the mobile studio truck and all equipment and personal property located in said vehicle, all personal property and other equipment that is located in the leased studio space in the Huntington Beach City Hall,which is not identified in Section 2.2 herein, the right to use the regional channel capacity historically reserved as Channel 6, the right to use Channel 3 within the Cities of Fountain Valley,Stanton and Westminster, all videos and programs prepared and produced by PCTA, the PCTA domain names and YouTube channel, and other intellectual property of PCTA. Plaintiff agrees that it shall have no right to the use of such intellectual property of PCTA for any purpose without first obtaining the express written consent of PCTA. 2.4 In further consideration of the release set forth above,the Parties agree that PCTA's current lease of studio space in the Huntington Beach City Hall shall terminate within 30 days of the execution of this Settlement Agreement. Defendants shall be responsible for the removal of all equipment and other personal property from the studio space,and Defendants shall surrender possession of the studio space to Plaintiff on or before the 30th day following the execution of this Settlement Agreement. The Parties agree that any equipment or other personal Property that is Left in the leased studio space following the termination of the lease shall become the property of Plaintiff. Plaintiff agrees that it will not hinder or otherwise interfere with Defendants' removal of all of PCTA's equipment and other personal property in the leased studio space, and the Parties agree that they will cooperate and work in good faith in order to achieve an orderly and efficient relocation of PCTA's equipment and other personal property from the leased studio space. Provided Defendants comply with this Section 2.4, PCTA shall have no further obligation to pay rent to Plaintiff under the existing lease for the duration of the term. 2.5 In further consideration of the release set forth above, Plaintiff agrees that it will file a dismissal of the Complaint as to all Defendants,with prejudice, within seven (7) days of PCTA's transfer of the LAIF funds set forth in Section 2.1 herein. 3.0 DOCUMENTS This document may be executed in counterparts. All Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions, which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Settlement Agreement. 4 214796/19-7640 4.0 ATTORNEY'S FEES 4.1 Each party shall bear all attorneys' fees and costs arising from the actions of its own counsel in connection with its prosecution and defense of the Complaint,this Settlement Agreement, the matters referred to herein, and all related matters, except as otherwise may be provided in this Settlement Agreement. 5.0 REPRESENTATION OF COMPREHENSION OF DOCUMENT In entering into this Settlement Agreement,each Party represents that the Party has relied upon the advice of that Party's attorney(s), who is/are the attorney(s) of that Party's own choice, concerning the legal and income tax consequences of this Settlement Agreement; that the terms of this Settlement Agreement have been completely read and explained to that Party by the Party's attorney(s); and that the terms of this Settlement Agreement are fully understood and voluntarily accepted by each Party. 6.0 WARRANTY OF CAPACITY TO EXECUTE AGREEMENT Each Party represents and warrants that no other person or entity has, or has had, any interest in the claims, demands, obligations, or causes of action referred to in this Settlement Agreement, except as otherwise set forth herein; that each Party has the sole right and exclusive authority to execute this Settlement Agreement and receive the sums specified in it; and that each Party has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Settlement Agreement. Each Party further represents and warrants that it is authorized to execute this Settlement Agreement and bind itself to the terms hereof. 7.0 GOVERNING LAW This Settlement Agreement shall be construed and interpreted in accordance with the laws of the State of California. 8.0 ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST This Settlement Agreement contains the entire agreement between the Parties hereto with regard to the matters set forth in it and shall be binding upon and inure to the benefits of the executors, administrators, personal representatives, heirs, successors and assigns of each. The Parties acknowledge and agree that there is no part of this Settlement Agreement that is not stated in writing herein, and the Parties further agree that this Settlement Agreement may only be modified or amended by an express written amendment that is executed by all Parties hereto. 9. EFFECTIVENESS This Settlement Agreement may be executed as one or more counterparts, and each such counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. A photocopy or facsimile transmission of the Settlement Agreement, including signatures, shall be deemed to constitute evidence of the Settlement Agreement's execution. 5 214796/19-7640 Should any provisions of this Settlement Agreement be declared or determined by any court to be illegal or invalid,the validity of the remaining parts,terms or provisions, shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed no longer to be a part of this Settlement Agreement. The date of the last signature placed hereon shall hereinafter be known as the "date of execution" of this Settlement Agreement.. City of Huntington Beach (Plaintiff) City of Fountain Valley (Defendant) By: By: Its: C J'h) iYir L►^-1 ,,,�,T_ Its: ko..r d2 Date: — I'�-— a-v 1 y Date: 10 APPROVED AS TO FORM APPROVED AS TO FORM By: M� By: Attorney for the City D Date: 9/19/2019 City of Westminster (Defendant) City of Stanton (Defendant) By: By: Its: Its: Date: Date: 6 214796/19-7640 Should any provisions of this Settlement Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts. tenns or provisions, shall not be affected thereby and said illegal or invalid part, term,or provision shall be deemed no longer to be a part of this Settlement Agreement. The date of the last signature placed hereon shall hereinafter be known as the "date ofexecution" of this Settlement Agreement- City of Fluntington Beach (Plaintiff) City of Fountain Valley(Defendant) By: By: Its: c i J�i�t � �~l.�,t Its: Date: _�— t'} — a;y 1y Date: APPROVED AS TO FORIM APPROVED AS "rO FORM BY: "r Ml/ By: D, c: Date: City of West in ter (Defendant) City of Stanton (Defendant) By: By: �J Its: Its: /I. 6VLr Date: ---tdrlD)— Date:_ ()0-40her- t ziq COUNTERPART 214796/19-7640 APPROVED AS TO FORM APPROVED AS TO FORM By: T. C; F By: City Attorney Date: 10 Date: 10/22/19 Public Cable Television Authority (Defendant) By: Its: Date: APPROVED AS TO FORM By: Authority Attorney Date: 10/22/19 COUNTERPART 214796/19-7640 APPROVED AS TO FORM APPROVED AS TO FORM By: ,_ By: Date: Date; Public Cable Television Authority (Defendant) By Its: Date: �/ pC,�• 4A 1 9 APPROVED AS TO FORM By: Date: COUNTERPART 214796/19-7640 7