Loading...
HomeMy WebLinkAboutSTC One LLC; 2009-11-30;RELEASE AGREEMENT THIS RELEASE AGREEMENT ("Agreement") is made and entered into by and between Carlsbad Municipal Water District, a public agency organized under the Municipal Water Act of 1911 and an independent subsidiary of the City of Carlsbad, a municipal corporation on the one hand ("Licensor"), and STC One, LLC, a Delaware limited liability company on the other hand ("Licensee"). Licensor and Licensee are sometimes referred to individually as a "Party" or collectively as the "Parties." RECITALS A. Licensor is the owner of real property located at the Ellery Reservoir Site (the "Property") more particularly described in Exhibit "A". Licensor licenses a portion of the Property to Licensee for operation of a wireless telecommunication facility. B. Certain disputes have arisen between the Parties relating to the amount of licensing and holdover fees owed by Licensee in connection with expiration of the former license agreement entered into by and between Licensor and Licensee's predecessor on or about January 10, 1997, and as amended (collectively, the "Claims"). C. The Parties now desire to resolve and settle the Claims without any admission of fault or liability. AGREEMENT NOW, THEREFORE, in consideration of the following mutual covenants and upon satisfaction of the following conditions, the Parties agree as follows: 1. Payment to Licensor. Licensee agrees to pay, and Licensor agrees to accept, the sum of Forty-Four Thousand, Eight Hundred Eighty Two Dollars and Fifty Cents ($44,882.50) in full and final satisfaction of all licensing and holdover fees owed under the former license agreement. Licensee shall make payment to Licensor simultaneously upon Licensor's execution of this Agreement. 2. Release. Except for the rights, duties and obligations of Licensor and Licensee expressly set forth in this Agreement, Licensor for itself, its successors and assigns, and each of them, and Licensee for itself, and any parent and subsidiary corporations, unconditionally, irrevocably and absolutely release and discharge each other from any and all claims, demands, liabilities, losses, damages, expenses, causes of action, or rights of any kind, whether known or unknown, that any of them have, ever had, or may have in the future relating to or arising from the Claims. 3. Unknown Claims. It is the intention of the Parties hereto (and on behalf of such Parties and their agents, representatives, successors and assigns), that this Agreement shall be effective as a full and final accord and satisfaction of all claims released as described herein. Licensor and Licensee hereto acknowledge that they have read and are familiar with and hereby expressly waive and relinquish any and all rights and benefits they may have under California Civil Code Section 1542, which states as follows: "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." 4. Representations and Warranties. (a) Each Party represents and warrants that it has read this Agreement and knows and understands its contents fully. The Parties understand that, except for the covenants, obligations and agreements expressly set forth in this Agreement, they are giving up any claims they may have against each other relating to the Claims which are the subject of this Agreement. (b) Each Party represents and warrants that it has voluntarily executed this Agreement without being pressured or influenced by any statement or representation of any person acting on behalf of any Party, and that this Agreement was the result of extensive good faith negotiations between the Parties, and that the Parties have had the opportunity to consult with their respective counsel to the extent deemed necessary. 5. No Admission. The Parties acknowledge that performance of any obligation referred to herein does not constitute an admission or concession of liability by either Party on account of any matters related to the Claims, nor shall constitute precedence concerning any future transaction between the Parties. 6. Binding Effect. This Agreement shall be binding upon of each of the Parties, their respective parents, subsidiaries and affiliates, and their respective successors and assigns. 7. Costs of the Action. The Parties acknowledge and agree that they will each bear their respective costs, fees and expenses, including attorneys' fees, incurred in connection with the Claims and this Agreement. 8. No Presumption Against Preparer of Agreement. The Parties acknowledge and agree that each of the Parties have contributed to the drafting of this Agreement, and no provision shall be construed against any Party as being the drafter. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. 9. Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and such invalid, illegal or unenforceable term or provision shall be reformed so as to comply with the applicable law or public policy, and to effect the original intent of the Parties as closely as possible. 10. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 11. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter it contains and supersedes all prior or contemporaneous discussions, agreements and representations of, or between, the Parties regarding the subject matter contained herein. [Signature page follows] below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the latest date written LICENSEE STC One, LLC, a Delaware limited liability company By: Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney-in-Fact By: Title:Dawn Krein Dated:u jn I APPROVED AS TO FORM: RONALD-R^BALL, City Attorney By:_ Title: Dated //- SHUSTAK FROST & PARTNERS, P.C. By: Joseph M. Parker, Esq. Dated: LICEN B 'CfaWeWLewis, Presi&ent Dated: ///30/dflQ 1 Lc/raine M. |^bod, Dated: c/rai ii« EXHIBIT A - EASEMENT [see attached] EXHIBIT A DESCRIPTION OF "PROPERTY" The subject area is identified as APN 167-540-52. The property is currently used as a water reservoir by the City of Carlsbad Water Department. piauc sow wo unjn tucvoiiW£ UU H. tl« flLt MM-xta» Exhibit "A"