HomeMy WebLinkAbout1992-146
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RESOLUTION NO.
92 146
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A
3 SETTLEMENT AGREEMENT WITH SOUTHERN CALIFORNIA EDISON COMPANY
RELATIVE TO PAYMENT OF OUTSTANDING FRANCHISE FEES AND UTILITY USERS
4 TAX.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
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SECTION 1. The Mayor of the City of San Bernardino is hereby
7 authorized and directed to execute on behalf of said city a
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settlement agreement with the Southern California Edison Company
9 relative to payment of outstanding franchise fees and utility users
10 tax, a copy of which is attached hereto, marked Exhibit "A", and
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incorporated herein by reference as fully as though set forth at
12 length.
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SECTION 2. The authorization to execute the above referenced
14 agreement is rescinded if the parties to the agreement fail to
15 execute it within sixty (60) days of the passage of this
16 resolution.
17 I HEREBY CERTIFY that the foregoing resolution was duly
18 adopted by the Mayor and Common Council of the city of San
19 Bernardino at a meeting thereof, held on the day
reqular 4tch
20 of
May
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, 1992, by the following vote, to wit:
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RESOLUTION AUTHORIZING SETTLEMENT AGREEMENT WITH EDISON COMPANY
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2 Councilmembers
3 ESTRADA
4 REILLY
5 HERNANDEZ
6 MAUDSLEY
7 MINOR
8 POPE-LUDLAM
9 MILLER
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AYES
NAYS
ABSTAIN
ABSENT
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Approved as to form
17 and legal content:
May
, 1992.
The foregoing resolution is hereby approved this
day of
18 JAMES F. PENMAN
City At orney
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By:
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City of 5 Bdno Res. 92-146 adopted 5/4/92
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release
(hereinafter the "Agreement") is made as of May 4, 1992, by
and between the City of San Bernardino ("City") and Southern
California Edison Company, a California corporation,
("Edison") .
RECITALS
WHEREAS, Edison is the public utility franchised
to provide electricity within the City, and for which right
it pays an annual franchise fee to the City;
WHEREAS, Edison bills and collects service user
fees from its San Bernardino customers on behalf of the
City, and remits such amounts to the City;
WHEREAS, Edison internal audits and external
audits commissioned by the City identified errors in
geographic coding which indicated some customers were
located inside City limits when actually they were not, and
which indicated other customers were located outside City
limits when actually they were inside;
WHEREAS, the geographic coding errors have
distorted franchise fees that have been paid to the City by
Edison and services user fees that have been billed,
collected and remitted to the City by Edison, the exact
amounts of which remain in dispute along with other related
issues and claims;
WHEREAS, the City and Edison are entering into
this Agreement to settle all claims between the City and
Edison without any admission of liability on the part of any
party;
NOW, THEREFORE, in consideration of the terms and
conditions set forth below, the parties agree as follows:
1. Pavment to the Citv. Concurrent with the
execution of this Agreement, Edison shall pay to the City
the sum of Fifty-Thousand, Three Hundred and Forty-Five
Dollars and Twenty-Three Cents ($50,345.23) (the "Settlement
Payment"). The Settlement Payment shall be made by check
payable to the City of San Bernardino and shall be delivered
to Donald Maynor, Esq., at 3220 Alpine Road, Suite A,
portola Valley, CA 94028 to be held in trust for the City.
The City agrees not to negotiate Edison's check prior to
signing this Agreement.
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2. Mutual Release. Upon Edison's full payment
of the Settlement Payment in accordance with Paragraph 1
above, the City hereby releases Edison, and its past and
present directors, officers, attorneys, employees,
successors and assigns, and Edison hereby releases the City,
and its past and present representatives, attorneys,
employees, successors and assigns from any and all claims,
demands, warranties, debts, obligations, liabilities, costs,
expenses, rights of action and causes of action, related in
any way to the determination or remittance of franchise fees
or the billing, collection or remittance of service user
fees, whether known or unknown, suspected or unsuspected,
with respect to any period prior to January 1, 1990.
3. Entire Aareement. This Agreement is the
sole, only, entire, and complete Agreement of the parties
hereto relating in any way to the subject matter hereof. No
other statements, promises, or representations have been
made by any party to another, or are relied upon, and no
consideration has been or is offered, promised, expected, or
held out other than as may be expressly provided herein.
4. Section 1542 Waiver. Each of the parties
hereto hereby expressly waives all rights and remedies under
section 1542 of the Civil Code of the State of California,
which provides as follows:
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"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. "
5. Successors and Assians. This Agreement,
including, without limitation, the releases contained
herein, shall bind and inure to the benefit of the
directors, officers, past and present employees, successors
and assigns of the City and Edison.
6. Counteroarts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed
an original, and which together shall constitute one and the
same Agreement.
7. No Admission. The execution of this
Agreement effects the settlement of claims which are
disputed, contested and denied. Each party hereto
understands and agrees that nothing herein is intended or
shall be deemed or construed to be an admission of liability
by any other party in any respect or to any extent
whatsoever, and no party shall make any representation to
the contrary.
8. Warrantv of Authoritv. Each party whose
signature is affixed hereto in a representative capacity
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represents and warrants that he or she is authorized to
execute this Agreement on behalf of and bind the entity on
whose behalf his or her signature is affixed.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed on the date written above by
their duly authorized officers on their behalf.
ATTEST:
CITY OF SAN BERNARDINO,
a municipal corporat'
~~~erk
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W.
5/6/92
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
SOUTHERN CALIFORNIA EDISON COMPANY
By:
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R. H. BRIDENBECKER,
Vice President
LW9210S0020
APPROVED
DAVID N, BARRY, III
Vice pre?ident and Gener Counsel
fV\--~ "
By
Attorney
;.23 19q'J-
,
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C I T Y 0 F SAN B ERN A R DIN 0
INTEROFFICE MEMORANDUM
CITY CLERK'S OFFICE
DATE: May 6, 1992
TO: Fred Wilson, Assistant to City Administrator
FROM: Rachel Krasney, City Clerk
SUBJECT: Transmittal of fully executed duplicate originals for
forwarding to Southern California Edison Company of the
Settlement Agreement and Mutual Release.
Copies:
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Attached is the following:
Two (2) Duplicate Oriainals (and one copy) of the Settlement
Agreement dated March 18, 1992. These agreements have been
executed by the Vice President of Southern California Edison
Company; as well as the Mayor, City Attorney and City Clerk of
the City of San Bernardino.
We are also providing three (3) certified copies of City of San
Bernardino Resolution No. 92-146 entitled: "Resolution of the
City of San Bernardino authorizing a Settlement Agreement with
Southern California Edison Company relati~e to payment of
outstanding franchise fees and utility users tax."
Resolution No. 92-146 was adopted at the Council meeting held on
May 4, 1992.
I hereby acknowledge receipt of the above mentioned documents.
Sign~~/~
Dated: $- - ~
By:
Rachel Krasney
City Clerk
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