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CONTRACT 4797 Settlement AgreementAgreement No. 4797 EXECUTION VERSION SETTLEMENT AGREEMENT This Settlement Agreement, made and entered into as of the 15th day of February, 2014, is by and between CITY OF LOS ANGELES (hereinafter referred to as "Los Angeles "), SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION (hereinafter referred to as "SMCTC "), and CITY OF EL SEGUNDO (hereinafter referred to as "El Segundo" and together with Los Angeles and SMCTC referred to as "Plaintiffs ") and PACIFIC BELL TELEPHONE COMPANY, d/b /a SBC PACIFIC BELL TELEPHONE COMPANY, d/b /a AT &T CALIFORNIA (hereinafter referred to as "AT &T" and together with Plaintiffs referred to as the "Parties "). WHEREAS, Plaintiffs on May 21, 2009 filed a complaint (hereinafter, and as amended, the "Lawsuit ") in the Superior Court of the State of California, County of Los Angeles (hereinafter the "Court ") that included six counts arising from the manner in which AT &T delivers PEG channels on its U -verse video service for (1) violation of Cal. Pub. Util. Code § 5870; (2) declaration of a violation of DIVCA (3) specific performance of PEG obligations set out in DIVCA under a quasi- contract theory; (4) negligence in designing, installing and operating a service that does not comply with DIVCA; (5) breach of fiduciary duty to provide PEG channel capacity to Plaintiffs and (6) injunctive relief pursuant to Cal. Code Civil Proc. § 525; WHEREAS, AT &T on July 6, 2009 filed a demurrer with respect to Plaintiffs' contract, negligence and breach of fiduciary duty claims; WHEREAS, rather than responding to AT &T's motion, Plaintiffs amended their complaint on December 3, 2009 to replace the count claiming a breach of fiduciary duty with a count claiming interference with personal property; WHEREAS, AT &T renewed its demurrer with respect to Plaintiffs' three common law claims and filed a motion to strike Plaintiffs' claim for attorneys' fees; WHEREAS, the Court, on March 29, 2010, struck Plaintiffs' claim for attorneys' fees, sustained AT &T's demurrer as to the contract and negligence claims, and denied the demurrer as to the claim for interference with personal property; WHEREAS, the Parties have concluded that they wish to settle the Lawsuit on the terms and conditions stated in this Settlement Agreement in order to eliminate the burden and expense of further litigation; and WHEREAS, the decision to enter into this Settlement Agreement is not an admission by AT &T of any wrongdoing, fault, liability or damage to Plaintiffs or that it engaged in any violation of law; nor is it an admission by Plaintiffs that any claim filed lacked merit. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 708478378.1 09137257 Agreement No. 4797 1. CERTAIN DEFINITIONS A. "AT &T" means defendant Pacific Bell Telephone Company d/b /a AT &T California. B. "Affiliate" has the same meaning as in 47 U.S.C. § 153(2). C. "Channel 99 PEG Solution" means the end -to -end present method for delivering PEG channels on AT &T's U -verse video service with PEG channels accessed via a menu -based user interface application and video programming delivered via an Internet Media Device (hereinafter "IMD "). D. "Custom PEG Solution" means an application accessed at a specified channel number (other than channel number 99) on the Electronic Programming Guide (hereinafter "EPG ") for delivering each Plaintiff's PEG channels on U -verse video service with each Plaintiff's PEG channels accessed via a menu -based user interface application that has been customized for each Plaintiff and video programming delivered via an IMD. This definition excludes the Channel 99 PEG Solution. E. "DIVCA" means the Digital Infrastructure and Video Competition Act, Cal. Pub. Util. Code § 5800 et seq. or any successor statute. F. "DMA" means Designated Market Area. G. "El Segundo" means Plaintiff City of El Segundo. H. "Extension Period" has the meaning given in Section 2.B.(ii) of this Settlement Agreement. I. "Initial Period" is the period commencing on March 1, 2014 and ending on February 29, 2020. J. "Lawsuit" means the action entitled City of Los Angeles, a municipal coo. lorati mmission., and City of El Segundo a. municipal al co oration v. Pacific Bell Telephone lone Coa an d1b/ . SBC Pacific Bell I "cle h,o e Company, d/b /a AT &T California, Case No. BC 414 272, filed May 21, 2009, in the Superior Court for the State of California, County of Los Angeles. K. "Los Angeles" means Plaintiff City of Los Angeles. L. "Parties" means Plaintiffs City of Los Angeles, Sacramento Metropolitan Cable Television Commission, City of El Segundo and Defendant Pacific Bell Telephone Company d/b /a AT &T California. M. "PEG channels" means Public, Educational and Governmental channels. N. "Plaintiffs" means City of Los Angeles, Sacramento Metropolitan Cable Television Commission and City of El Segundo. 708478378.1 09137257 Agreement No. 4797 O. "Public Entity" means any governmental entity which may require AT &T, or any affiliate of AT &T to provide PEG channels, or to which AT &T or any affiliate of AT &T is required to provide PEG channels. P. "Released Claims" has the meaning given in Section 3. of this Settlement Agreement. Q. " SMCTC" means Sacramento Metropolitan Cable Television Commission. SMCTC is a California Joint Powers Agency existing under the laws of the state of California. SMCTC's present member agencies are the County of Sacramento, and the cities of Sacramento, Citrus Heights, Folsom, Rancho Cordova, Elk Grove and Galt. SMCTC hereby represents that, at all relevant times, it had and has the authority to administer and enforce DIVCA on behalf of its member agencies, and to bring the claims and causes of action set forth in the complaint and first amended complaint filed in the Lawsuit. R. "Unknown Claims" has the meaning given in Section 3.B. of this Settlement Agreement. The use of terms such as channel, functionality, or accessibility are not meant to convey that either party is adopting the other's interpretation of terms in DIVCA, but rather is intended to remove confusion regarding the obligations of the Parties. 2. CARRIAGE OF PLAINTIFFS' PEG CHANNELS A. Execution of Custom PEG Solution Agreements. Concurrent with the execution of this Settlement Agreement, any or all Plaintiffs may enter into individual Custom PEG Solution Agreements with AT &T for the development and lease of a Custom PEG Solution. If any or all Plaintiffs exercise this right, the terms of those agreements are incorporated herein by reference. B. Recurring; Fees for Custom PEG Solution. Pursuant to the terms of the Custom PEG Solution Agreements, all Plaintiffs that enter into a Custom PEG Solution Agreement are obligated to pay certain recurring fees as set forth in Section 5.(b) thereof. In settlement of the Lawsuit, the Parties agree as follows: (i) AT &T will waive the recurring fees set forth in Section 5.(b) of the Custom PEG Solution Agreements during the Initial Period. (ii) No later than twelve months prior to the expiration of the Initial Period, AT &T and each Plaintiff will meet to discuss whether such Plaintiff wishes to enter into or renew a Custom PEG Solution Agreement for a four -year term following the expiration of the Initial Period (the "Extension Period "). Any party may schedule such meeting by making a request pursuant to the notice provisions in Section 7 of this Settlement Agreement. (iii) If any Plaintiff that entered into a Custom PEG Solution Agreement elects to renew its Custom PEG Solution Agreement for a four year term, AT &T will 3 708478378.1 09137257 Agreement No. 4797 continue to waive during the Extension Period the recurring fees set forth in Section 5.(b) of the Custom PEG Solution Agreement. This election must be communicated in writing to AT &T no later than three months prior to the expiration of the Initial Period. (iv) If any Plaintiff that did not enter into a Custom PEG Solution Agreement during the Initial Period elects to enter into a Custom PEG Solution for the Extension Period, AT &T will waive during the Extension Period the recurring fees set forth in Section 5.(b) of the Custom PEG Solution Agreement. The Custom PEG Solution Agreement for any such Plaintiff shall include all terms and conditions offered to any other Plaintiff concurrent with this Settlement Agreement. Any Plaintiff that chooses not to enter into a Custom PEG Solution Agreement may nonetheless extend the benefits of this Settlement Agreement for the Extension Period, in which case such Plaintiff shall be subject to Sections 4.A. and 4.B. of this Agreement during the Extension Period. Either election must be communicated in writing pursuant to the notice provisions in Section 7 of this Settlement Agreement no later than three months prior to the expiration of the Initial Period. C. Most Favored Status. (i) The Custom PEG Solution for each Plaintiff will have at least the same functionality and quality as the Channel 99 PEG Solution, and will be at least as accessible to subscribers. During the Initial Period and, if applicable, the Extension Period, the Custom PEG Solution for each Plaintiff will be upgraded, without the need for any Plaintiff to take any affirmative action, to include any and all improvements made by AT &T or any Affiliate in the Channel 99 PEG Solution anywhere in the United States. AT &T will complete this upgrade within 120 days of the date that the improvement is made to the Channel 99 PEG Solution. If for any reason the upgrade cannot be completed within 120 days, AT &T will promptly notify Plaintiff(s), explain the reason for the delay, and identify a date certain by which the work will be completed. If work is not completed by that later date, or the later date proposed is not acceptable, Plaintiff may seek relief at equity or law for failure to complete the upgrade. (ii) During the Initial Period and, if applicable, the Extension Period, AT &T will not reduce the functionality, accessibility or quality of PEG channels made available via the Custom PEG Solution without obtaining the written agreement of Plaintiffs. (iii) During the Initial Period and, if applicable, the Extension Period, AT &T will offer in writing to Plaintiffs any alternative method for delivering a PEG channel that AT &T or any Affiliate offering U -verse service is required, agrees or chooses to provide to any other Public Entity in the United States. Such notice shall be given by AT &T to Plaintiffs within thirty days of AT &T or any such Affiliate being required to or agreeing or choosing to provide any alternative method for delivering a PEG channel. If the alternative is provided by agreement or by choice, AT &T will offer to provide some or all of the Plaintiffs' PEG channels (as Plaintiffs 4 708478378.1 09137257 Agreement No. 4797 may choose) on the same terms and conditions under which the alternative method for delivery is provided to such other Public Entity. If a Plaintiff elects the alternative for some or all of its PEG channels, AT &T will, within 120 days of the date that the election is made, begin to use the alternative method to deliver the PEG channels to which the alternative applies. If for any reason AT &T cannot accomplish this within 120 days, AT &T will promptly notify Plaintiff(s), explain the reason for the delay, and identify a date certain by which the work will be completed. If work is not completed by that later date, or the later date proposed is not acceptable, Plaintiff(s) may seek relief at equity or law for failure to complete the upgrade. This provision does not apply to the method of delivery used by AT &T or any Affiliate to provide any channel to a State or the United States, except where the State or United States is operating, or designates others to manage or operate, PEG channels for the purpose of delivering PEG programming on behalf of other Public Entities that are not themselves a State or the United States. (iv) For the avoidance of doubt, the provisions of Sections 2.C(iii) apply to each Plaintiff during the Initial Period, without regard to whether the Plaintiff elects to enter a Custom PEG Solution Agreement. The provisions of Section 2.C.(iii) shall also apply to each Plaintiff during the Extension Period provided that such Plaintiff renews or enters into a Custom PEG Solution Agreement pursuant to Sections 2.B.(iii) or 2.B.(iv) of this Settlement Agreement or such Plaintiff extends the Release set forth in Section 3 and Covenant Not To Sue set forth in Section 4 of this Settlement Agreement for the duration of the Extension Period pursuant to Section 2.B.(iv) of this Settlement Agreement. D. Nothing herein prevents AT &T from using an Affiliate to carry out its obligations under this Agreement. E. Delivery of PEG Channels. Notwithstanding any other provision of this Settlement Agreement, AT &T will deliver all of Plaintiffs' PEG channels to U -verse subscribers in the Los Angeles DMA (for Los Angeles and El Segundo) and in the Sacramento - Stockton - Modesto DMA (for SMCTC) on the Channel 99 PEG Solution if programming for such channels is provided to AT &T by Plaintiffs in accordance with DIVCA. F. Monitoring. (i) For the purpose of monitoring the carriage of Plaintiffs' PEG channels on U- verse, AT &T will provide El Segundo one U -verse video subscription that includes all of the Plaintiff's PEG channels (the "U -Pub package ") at a location within that Plaintiff's jurisdiction where AT &T's U -verse TV service is available. AT &T will provide SMCTC with two U -Pub packages, for the purpose of monitoring SMCTC's PEG channels on U- verse, at locations within SMCTC's jurisdiction where AT &T's U -verse TV service is available. AT &T will provide Los Angeles with one U -Pub package, for the purpose of monitoring Los Angeles's PEG channels on U- verse, at a location within the Los Angeles jurisdiction where AT &T's U -verse TV service is available, and one additional package for the Los 5 708478378.1 09137257 Agreement No. 4797 Angeles City Hall East if and when U -Verse TV service is available at that location. U -verse television service is available at a location if AT &T has installed a VRAD or similar device technically capable of providing video service to the location. (ii) Within thirty (30) days of the date this Settlement Agreement is signed, or such other date after that time that a Plaintiff elects, AT &T will meet and work with each Plaintiff to determine the location for the installation of its U -Pub packages(s) whose location is not specified in the preceding paragraph. Each Plaintiff may designate a primary monitoring location. If AT &T's U -verse TV service is not available at that primary monitoring location at the time of designation or the primary location cannot be designated, AT &T will install its U -Pub package(s) at another designated location where AT &T's U -verse TV service is currently available, and will thereafter move the U -Pub package(s) to the primary location, once designated, if and when U -verse TV service becomes available at that location. Each Plaintiff may change its designation of a primary location at any time before the U -Pub package(s) is installed at the Plaintiff's primary location. If requested by SMCTC, AT &T will move the installation of the U -Pub package(s) one time prior to moving the installation to SMCTC's primary location. Once the U -Pub package(s) is installed at a Plaintiff's primary location, AT &T has no obligation to move the installation. (iii) The installation will be provided to any location where AT &T's U- Verse TV service would be available if a single family home were at the location (iv) The installation will include a sufficient number of set -top boxes to facilitate monitoring of each of Plaintiff's PEG channels on U -verse simultaneously. (v) The foregoing will be provided at no charge to Plaintiffs. G. Termination of Obligation. Plaintiffs agree that AT &T's obligation to carry Plaintiffs' PEG programming via the Custom PEG Solution and/or the Channel 99 PEG Solution terminates if AT &T is no longer providing video services in a manner subject to DIVCA. 3. RELEASE BY PLAINTIFFS OF KNOWN AND UNKNOWN CLAIMS A. Release. Plaintiffs, and for each Plaintiff, their elected officials, employees, agents and assigns both past and present, in their official capacities, hereby release through the date of this Settlement Agreement, AT &T and its Affiliates, predecessors, officers, directors, shareholders, partners, employees, agents, contractors, attorneys, successors and assigns from any and all claims, actions, causes of action, obligations, demands, rights to reimbursement, public or private injunctive relief, disgorgement, restitution, and any other rights or liabilities, whether known or unknown, suspected or unsuspected, and whether based upon any federal, state, or local law, statute, ordinance, or regulation, or upon any contract, common law source, or any other source, related to any claim Plaintiffs brought or could have brought, individually or collectively, in the Lawsuit relating in any way to the use of the Channel 99 PEG Solution to satisfy obligations AT &T may have to deliver PEG 0 708478378.1 09137257 Agreement No. 4797 programming and PEG channels under DIVCA or federal law, including, but not limited to, claims for (1) violation of DIVCA, the common law or any state or federal statute; (2) a declaration of a violation of DIVCA, the common law or any state or federal statute; (3) specific performance; (4) negligence in designing, installing and operating a service that allegedly does not comply with DIVCA, the common law or any state or federal statute; (5) breach of fiduciary duty to provide PEG channel capacity to Plaintiffs; (6) interference with personal property and (7) injunctive relief pursuant to Cal. Code Civil Proc. § 525 (hereinafter referred to as "Released Claims "). B. Unknown Claims. The foregoing release extends to claims that Plaintiffs do not know or suspect to exist at the time they entered into this Settlement Agreement with respect to the Released Claims, which if known, might have affected their decision to enter into the Settlement Agreement (hereinafter referred to as "Unknown Claims "). Plaintiffs expressly waive the provisions, rights and benefits of California Civil Code § 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Plaintiffs may hereafter discover facts in addition to or different from those which they know or believe to be true with respect to the subject matter of the Lawsuit or the Released Claims, but Plaintiffs expressly settle and release AT &T with respect to any and all Released Claims (including, but not limited to, Unknown Claims). Plaintiffs acknowledge that the foregoing waiver was separately bargained for and is a key element of the Settlement Agreement. 4. COVENANT NOT TO SUE A. Covenant During. During the Initial Period and, if applicable, the Extension Period, Plaintiffs, their elected officials, employees, agents and assigns both past and present, in their official capacities, will not commence, financially aid in any way, or in any manner prosecute against AT &T, or any of its Affiliates, predecessors, officers, directors, shareholders, partners, employees, agents, contractors, attorneys, successors and assigns, any legal, equitable or regulatory action or proceeding, regarding the manner in which AT &T delivers PEG channels and/or PEG programming on its U -verse video service via the Channel 99 PEG Solution, except claims that 1) AT &T is not complying with a provision of DIVCA, California or federal law, or federal or California regulation that is first enacted or adopted after the date of this Settlement Agreement, 2) AT &T is failing to carry Plaintiffs' PEG programming signals (including embedded information) via the Channel 99 PEG Solution, or failing to deliver PEG channels reliably, or 3) AT &T has deteriorated the functionality, quality or accessibility of the Channel 99 PEG Solution after the date of this Settlement Agreement. For the avoidance of doubt, the foregoing Covenant Not To Sue during the Initial Period applies both to any Plaintiff who elects to enter into a Custom PEG Solution Agreement and to any Plaintiff who does not elect to enter into such 7 708478378.1 09137257 Agreement No. 4797 an agreement. For further avoidance of doubt, nothing herein prevents a Plaintiff from suing AT &T for a violation of the Custom PEG Solution Agreement even where it could not bring a suit under this Covenant with respect to the Channel 99 PEG Solution, and nothing herein constitutes an admission or agreement on the part of AT &T that there is or in the future might be, a legal or factual basis for asserting any of the claims excepted from the provisions of this Covenant. B. After Term. Notwithstanding any other provision of this Settlement Agreement, Plaintiffs preserve the right to bring another suit against AT &T after the expiration of the Initial Period or, if applicable, the Extension Period, regarding the manner in which AT &T delivers PEG channels and/or PEG programming via the Channel 99 PEG Solution on its U -verse video service; except that Plaintiffs release, discharge and covenant not to sue for, and release and discharge AT &T from, any damages resulting from the manner in which AT &T delivers PEG channels and/or PEG programming on its U -verse video service via the Channel 99 PEG Solution that allegedly were incurred up through and including the expiration of the Initial Period and, if applicable, any Extension Period. Any statute of limitations or laches defenses that AT &T may have against any such suit are tolled for the period of Plaintiffs' covenant not to sue set forth in Section 4.A. C. No Impact on PEG Fees. Nothing in this Settlement Agreement shall be interpreted to release AT &T from any obligation to pay fees in support of PEG required by DIVCA, or to provide any facility, service or equipment required under DIVCA, except as provided herein. D. Breach of Settlement. Notwithstanding any other provision of this Settlement Agreement, Plaintiffs preserve the right to sue for a breach of this Settlement Agreement. A breach of the Custom PEG Solution Agreement is a breach of this Settlement Agreement. E. Effect of Termination. Notwithstanding any other provision of this Settlement Agreement, if AT &T asserts, pursuant to Section 2.G. of this Settlement Agreement, that it has no further obligation to provide PEG channels for carriage of Plaintiffs' PEG programming because it is no longer required to provide video services in a manner subject to DIVCA, the covenant not to sue during the Initial Period, and, if applicable, Extension Period terminates as of the date that AT &T makes such assertion, and the limitation against suing for damages under Section 4.13. only applies, as to each Plaintiff, to damages allegedly incurred up through the date AT &T ceases to provide Plaintiff's PEG programming via its U -Verse system pursuant to this Settlement Agreement or DIVCA. F. In addition to any other rights AT &T may have under this Agreement, if a member agency of SMCTC commences, financially aids in any way, or prosecutes against AT &T or any of its Affiliates, predecessors, officers, directors, shareholders, partners, employees, agents, contractors, attorneys, successors or assigns, any legal, equitable or regulatory action or proceedings which SMCTC would be prohibited from commencing, financially aiding in any manner or prosecuting pursuant to Sections 3.A or 4.A., AT &T may, at its sole option, terminate carriage of SMCTC's Custom PEG Solution on 60 days notice to SMCTC. LIV 708478378.1 09137257 Agreement No. 4797 5. DISMISSAL OF LAWSUIT WITH PREJUDICE Upon execution of this Settlement Agreement, Plaintiffs shall voluntarily dismiss the Lawsuit with prejudice, subject to the terms, conditions and reservations in this Settlement Agreement. Each Party shall bear its own attorneys' fees and costs, except as specified in Section 6 of this Settlement Agreement. 6. PLAINTIFFS' REASONABLE ATTORNEYS' FEES AND COSTS In settlement of the Lawsuit, AT &T shall pay Plaintiffs jointly $750,000 (Seven Hundred Fifty Thousand dollars) as partial reimbursement for their attorneys' fees and costs associated with prosecution of the Lawsuit. AT &T shall have no responsibility for or concern with the allocation of these settlement funds among Plaintiffs. Plaintiffs shall jointly notify AT &T on or before the 15ffi day of February, 2014 of the allocation of the settlement funds among Plaintiffs. AT &T shall provide checks in the amount of the settlement funds, and allocated among the Plaintiffs as set forth in such notice, to Best, Best & Krieger, L.L.P. 2000 Pennsylvania Ave. NW, Suite 4300, Washington, D.C. 20006. 7. MISCELLANEOUS A. Not a Franchise or Franchise Fee: Nothing required of AT &T by this Settlement Agreement is a franchise fee or a franchise fee requirement. B. Notices: Any notice or report given under this Agreement shall be in writing, shall be sent postage prepaid by certified mail (return receipt requested) by hand delivery, overnight delivery service, or by facsimile transmission, to the other Party(ies), at the following address(es) (unless any Party at any time or times designates another address for itself by notifying the other Parties pursuant to the provisions of this Section, in which case all notices to such Party thereafter shall be given at its most recently so designated address): All notices to Plaintiffs shall be sent to: For the City of Los Angeles: Steve Reneker General Manager Information Technology Agency City of Los Angeles 200 N. Main Street, 14th Floor Los Angeles, CA 90012 Copies to: Deputy City Attorney Mike Dundas 200 N. Main Street City Hall East, 7th Floor Los Angeles, CA 90012 E 708478378.1 09137257 Agreement No. 4797 For the Sacramento Metropolitan Cable Television Commission: Robert A. Davison Executive Director Sacramento Metropolitan Cable Television Commission 799 G Street, 4th Floor Sacramento, CA 95814 Copies to: Harriet A. Steiner Best Best & Krieger LLP 500 Capitol Mall, Ste. 1700 Sacramento, CA 95814 For the City of El Segundo: Greg Carpenter City Manager City of El Segundo 350 Main Street El Segundo, CA 90245 Copies to: Mark Hensley City Attorney for the City of El Segundo Jenkins & Hogin LLP 1230 Rosecrans Avenue, Ste. 110 Manhattan Beach, CA 90266 All notices to AT &T shall be sent to: AT &T Services, Inc. 1025 Lenox Park Blvd., 5th Floor, C562 Atlanta, GA 30319 -5309 Attn: IP Video Counsel Copies to: AT &T Services, Inc. 1880 Century Park E., Ste. 1101 Los Angeles, CA 90067 Attn: Vice President Programming A notice or report given by hand delivery shall be deemed received on delivery. A notice or report given by mail shall be deemed received on the earlier to occur of actual receipt or on the fifth day following mailing if sent in accordance with the notice requirements of this Section. A 10 708478378.1 09137257 Agreement No. 4797 notice or report given by overnight delivery service shall be deemed received on the next business day following delivery of the notice or report to such service with instructions for overnight delivery. A notice or report given by facsimile transmission shall be deemed received on the day of transmission if transmitted on a business day, or on the next business day after the day of transmission if not transmitted on a business day. The Parties agree that any Party may designate or substitute one or more addressees to whom all notices and reports shall be sent by notifying the other Parties pursuant to the provisions of this Section. C. Legal Counsel: The Parties declare and represent that this Settlement Agreement has been entered into voluntarily, that they have read this Settlement Agreement in full, and that the ramifications of this Settlement Agreement have been explained fully to them by their respective counsel. D. Modification and Assignment: This Settlement Agreement may not be modified, assigned, or transferred, except with the written consent of all Parties and their counsel. E. No Inducements: The Parties declare and represent that no promises, inducements, or agreements not herein expressed have been made to the Parties with respect to the subject matter of this Settlement Agreement, that this Settlement Agreement contains the entire agreement between the Parties with respect to the subject matter of this Settlement Agreement, and that the terms of this Settlement Agreement are contractual and not a mere recital. F. No Admissions: This Settlement Agreement is not an admission of wrongdoing by any Party, nor is it an agreement as to the meaning of the existing requirements of DIVCA. G. No Third Party Beneficiaries: The Settlement Agreement is for the benefit of the Parties to this Settlement Agreement only. The Settlement Agreement does not benefit any third parties, except as provided in Section 7.J. of this Settlement Agreement. H. No Presumption of Authorship: The Parties acknowledge that they all participated in drafting this Settlement Agreement, and there shall be no presumption against any Party in the interpretation of this Settlement Agreement on the ground that such party was responsible for drafting or preparing this Settlement Agreement or any part hereof. I. Counterparts and Facsimile Signatures: This Settlement Agreement may be executed in counterparts which taken together, shall constitute one and the same agreement. A facsimile signature will be as valid as an original signature for all purposes relevant to this Settlement Agreement. J. Binding Effect: This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective employees, agents, partners, shareholders, officers, directors, Affiliates, successors, and assigns. 11 708478378.1 09137257 Agreement No. 4797 K. Entire Settlement _Agreement: This Settlement Agreement constitutes the sole, only, entire and complete settlement agreement of the Parties relating to the Lawsuit. All prior discussion, and negotiations relating to this Settlement Agreement are merged, integrated into, and superseded by this Settlement Agreement, L. Headings: The Section headings in this Settlement Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Settlement Agreement. M. Governinu Law: This Settlement Agreement shall be construed, pertormed and enforced in accordance with, and governed by, the taws of the State of C'aiirornia (without giving effect to the principles ofconflicts of laws thereof ), except to the extent that the laws of such state are superseded by applicable federal law. CITY OF LOS ANGELES By: . SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION By: CITY OF EI_. SEGUNDO By: ..._. . PACIFIC BELL TELEPHONE COMPANY, dIb /a SBC PACIFIC BELL TELEPHONE COMPANY, d /b /a AT &T CALIFORNIA 12 71W4791714 I �7tOJ37` s7 Agreement No. 4797 K. Entire Se ITtITITlc.niet A eement: This Settlement Agreement constitutes the sole, only, entire and complete settlement agreement of the Parties relating to the Lawsuit. All prior discussions and negotiations relating to this Settlement Agreement are merged, integrated into, and superseded by this Settlement Agreement. L. Headings: The Section headings in this Settlement Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Settlement Agreement. M. Governing Law: This Settlement Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of California (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such state are superseded by applicable federal law. CITY OF LOS ANGELES IC SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION By:_'� CITY OF EL SEGUNDO PACIFIC BELL TELEPHONE COMPANY, d /b /a SBC PACIFIC BELL TELEPHONE COMPANY, d /b /a AT &T CALIFORNIA C 708478378.1 09137257 12 Agreement No. 4797 K. Entire Settlement Agreement: This Settlement Agreement constitutes the sole, only, entire and complete settlement agreement of the Parties relating to the Lawsuit. All prior discussions and negotiations relating to this Settlement Agreement are merged, integrated into, and superseded by this Settlement Agreement. L. Headings: The Section headings in this Settlement Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Settlement Agreement. M. Governing: This Settlement Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of California (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such state are superseded by applicable federal law. CITY OF LOS ANGELES LE SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION Lo CITY OF EL SEGUNDO PACIFIC BELL TELEPHONE COMPANY, d /b /a SBC PACIFIC BELL TELEPHONE COMPANY, d /b /a AT &T CALIFORNIA Loan 12 708478378.1 09137257 Agreement No. 4797 K. Entire Settlement Agreement: This Settlement Agreement constitutes the sole, only, entire and complete settlement agreement of the Parties relating to the Lawsuit. All prior discussions and negotiations relating to this Settlement Agreement are merged, integrated into, and superseded by this Settlement Agreement. L. Headings: The Section headings in this Settlement Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Settlement Agreement. M. Governing Law: This Settlement Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of California (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such state are superseded by applicable federal law. CITY OF LOS ANGELES : SACRAMENTO METROPOLITAN CABLE TELEVISION COMMISSION In CITY OF EL SEGUNDO Loan PACIFIC BELL TELEPHONE COMPANY, d /b /a SBC PACIFIC BELL TELEPHONE COMPANY, d /b /a AT &T CALIFORNIA 12 708478378.1 09137257