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Home My WebLink AboutContract 35277��i � `�" :��t.;; � I��Y �� C;I�f�J�'�A�T NO e , SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Settlement Agreement") is made this "/� day of%�, 2007, by and among the City of Fort Worth (the "City") and Marcus Cable / Associates, L.L.C., d/b/a Charter Communications ("Charter"). RECITALS WHEREAS, Charter operates a cable system in the City and pays franchise fees pursuant to a fianchise agreement between the parties (the "Franchise); WHEREAS, the City conducted an audit of the fiancluse fee payments made by Cha�-ter for the period fiom July 1, 2001 to June 30, 2004 (the "Audit Period") and concluded that Charter underpaid fianchise fees for the Audit Period. Charter disputed the claim and ariived at a different conclusion than the City; WHEREAS, Charter agrees to submit payment to the City in the amount of seventy-nine thousand six hundred dollars ($79,600.00) plus interest in the amount of thii-ty nine thousand nine hundred and seven dollars ($39,907) for a total payment of one hundred nineteen thousand five hundred and seven dollars ($119,507) to forever settle past claims on franchise fees due the City for the Audit Period, as well as the period following the Audit Period until August 11, 2006 the expiration of the Franchise ( the "Post-Audit Period"); WHEREAS, the City and Charter now desire to conclude, settle, release and discharge once and forever, all rights, claims, causes of actions, liabilities, disputes and demands relating to the City's past claims on franchise fees due the City; NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises and obligations hereinafter set forth, and for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Settlement Agreeinent hereto agree as follows: AGREEMENT SETTLEMENT AMOUNT The City and Charter have agreed that Charter shall submit payment to the City in the amount of one hundred nineteen thousand five hundred and seven dollars ($119,507) City of Fort Worth Settlement and Release Agreement in full �- _ � � �,.i: , , � ,�— � i $ �rr�'v-, !� �!�.��J�:?r; +/'v1'�'� :??�'��I��/!',rn� lJ� �� v�'�l';;J��I�rsl'•.� � ;�� ;'?ii lt�C�� jU'' t� ii�'( J o:'�::/ l+ i(1� y� u� 1•C, a settlement of past claims on franchise fees for the Audit Period. Charter agrees to pay this amount to the City within forty-five (45) days after receipt of the executed Settlement Agreement fiom the City. It is expressly understood and agreed that the Settlement Amount represents full and complete satisfaction and compromise of any and all claims, actions, causes of action, controversies, demands, damages, debts, agreements, obligations, liabilities, interest, liens, expenses, costs, attoiney's fees and demands of any kind or nature, known or unknown, arising out of or in any way related to the City's past claims on fianchise fees due the City during the Audit Period and Post-Audit Period. Notwithstanding any provision of this Settlement Agreement, the parties hereby acknowledge and agree that any fianchise fee payment made pursuant to the Franchise may be recovered by Charter from subscribers in accordance with applicable law and that such funds may be inchided as line iteins on subscriber bills consistent with FCC regulations at Charter's discretion. 2. RELEASE OF CLAIMS For the consideration set forth in this Settlement Agreement, the City does hereby release and forever discharge Charter, and its parents, subsidiaries, related affiliates and their respective officers, directors, shareholders, owners, partners, employees, agents, contractors, representatives, predecessors, successors, assigns, insurers and attorneys, and each of them, from any and all claims, demands, actions, causes of action, liabilities, obligations, losses, accounts, debts, damages, judgments, costs, interest, expenses, attorney's fees and demands of any lcind or nature, known or unknown, arising out of or in any way related to the City's past claims on fianchise fees due the City during the Audit Period. Furthermore, the City expressly agrees that this settlement, and/or the events leading up to it, inchiding the dispute with respect to the payment of franchise fees during the Audit Period, inay not be used in any way in any subsequent judicial or administrative proceeding against Charter other than to enforce the terms of this Settlement Agreement. 3. VOLUNTARY AGREEMENT This Settlement Agreement is fieely and voluntarily given by each party, without any duress or coercion, and after each party has consulted with its counsel. Each party has carefully and completely read all of the tenns and provisions of this Settlement Agreement. It is � Ciry of Fort Worth � 3:_;� 1� � ��, �`� L; �� .,J � Settlement and Release A reement i I''; `,;' G„' �'' '' ;r g � c„�c,,, ��c� r� � �•"' i JI J li L�:' L1u U�'��i f•a .I �i ,�j ,, I., I , � ;�,, �' �, �J',:;:��,1, 1��,.�_ L�« _ understood and agreed by the City and Charter that nothing herein shall be deemed to be an admission of liability by Charter with respect to the matter of this Settlement Agreement. 4. AUTHORITY AND BINDING EFFECT City and Charter represent and wai7ant to the other that each has the legal right, power and authority to enter into this Settlement Agreement and to perfoi7n its obligations hereunder. This Settlement Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns. The parties for themselves and their respective successors and assigns agree to join in or execute any instiuments and to do any other act or thing necessary or proper to cai-ry into effect this or any part of this Settlement Agreement. 5. ENTIRE AGREEMENT This Settlement Agreeinent sets forth the entire agreement between the City and Charter relating to the subject matter of this Settlement Agreement. 6. GOVERNING LAW This Settlement Agreement, and any controversies arising hereunder, shall be interpreted in accordance with the laws of the State of Texas and adjudicated in a state or federal court of competent jurisdiction located in the State of Texas. IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as their fiee and voluntary acts and deeds, effective as of the date first above written. City of Fort Worth, Texas Marcus Cable Associates, L.L.C. d/b/a Charter Communications By: '�1 �, , -, ; ;/�(�r"�' �c ;;( C � t �: "� �'� ,, By: - �.07 Karen L. Montgo�ery � � '1 " Assistant City Manager/CFO =--� City of Fort Worth Settlement and Release Agreement \�� I�f ti <. , i i' _ ! _ � ,r , �" �� I �C� Cdnt�ra�r�: �ut_hori��iox�. k`� �,. _ ` � �_ �� bat� STATE OF TEXAS '.�l�i7J��•L�7�1II�\.7.7��1' On the � day of )�:: , 200�, before me personally appeared Karen L. Montc�omery, and executed this Settlement and Release Agreement on behalf of the City of Fort Worth. . , '/ Given under my hand and official seal this % r day of �� %�: , 200�. ; , � , � ��. Notaiy Public � My commission expires: ' . � /r) �/�L"'/� f.`��Y��]OIIY�.Ie`.� COUNTY OF T�IRRANT ��'Y Py�'- JONI R. MAY ` `` . c, � :*� * MY COMMISSION EXPIRES 'A;,%F • �e+�=' May 27� 2011 � ,4 �„ • '"�s'r�. �'.,�.��_��,�„F�.,�� On the .�Q day of ,�9� , 2007, before me personally appeared Wayne Cramp, and executed this Settlement and Release Agreement on behalf of Marcus Cable Associates, L.L.C. Given under my hand and official seal this .3c� day of �i , 2007. My commission expires: ��3I �U�l`t City of Fort Worth Settlement and Release Agreement �C �...�� :`-�� Nota� Public s� ��„ ��`'•"'Y'�; JEANNE J. BUGAR *�� '�` MY COMMISSION EXPIAES :;a;rF`V:t,= �3 � Y;�,� � . .. _ , �_. _«_, _ —._. _ i ��,i� �� ''� "`� ;� .�f�J�:�.... :�u��,J�'.0 � kf•`'a11'-�1� �`;C��'��s�J",1 ��'� � ��i i � 1 u:; i�� L'• J•. 0 s �y�� .'�`i1`��U� u�2��1, in .-�_.._-__._._.. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/24/2007 DATE: Tuesday, April 24, 2007 LOG NAME: 02CHARTER FEES Page 1 of 1 REFERENCE NO.: **G-15689 SUBJECT: Acceptance of Past Due Franchise Fees from Charter Communications RECOMMENDATION: It is recommended that the City Council authorize the City Manager to accept from Marcus Cable Associates, L.L.C. d/b/a Charter Communications $119,507 in past due cable-television franchise fees and accrued interest. DISCUSSION: A 2005 audit conducted as part of Charter Communications request for a cable franchise renewal revealed a$79,600 underpayment for franchise fees due to the City from July 2001 through June 2004. The municipal cable franchise held by Charter Communications from March 1999 through August 11, 2006 allowed the City to collect 10 percent interest on any unpaid franchise fees. Interest accrued from July 2001 to present is $39,907. Charter has agreed to pay $119,507 for the past due franchise fees and accrued interest. This action will close all audit proceedings between the City and Charter under the former municipal franchise. Charter Communications currently operates in the City under a state-issued cable franchise. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the collection and deposit of fees and accrued interest due to the City under this agreement TO Fund/Account/Centers FROM Fund/Account/Centers GG01 421362 0134010 $119,507.00 Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: Karen Montgomery (6222) Eileen Houston-Stewart (6415) Randy Westerman (871-6119) U�'��I 11` ,1._ � J��I�i\..J�':` 1 � .�I\��J�i��l f] �I ��'ii ..�'�� r l�:1 l��1 n11 1 '�`✓I � l".��`.'i�I��_:11J•:� j ��?� �� ,'��il �I� ��i�l \'� 5 � http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 5/8/2007