HomeMy WebLinkAbout06333 - AT & T SETTLEMENT AGR RE UNDERPAYMENT OF UUT SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into as of
ilNLS)ti \b , 2013 (the "Effective Date"), between City of Palm Springs
("Authority") and AT&T Corp., a New York corporation("AT&T").
WHEREAS, Authority may be entitled to certain 911 on DS-0 and DS-1 circuits billed
from AT&T's Universal Biller system (the "Fees") that were not billed, collected and remitted
by AT&T to Authority because of a system error, which error was subsequently corrected; and
WHEREAS, the Parties desire to settle all actual and potential disputes between them
relating to AT&T's payment or failure to pay the Fees, and they have agreed to a compromise
and settlement with respect to the Fees; and
WHEREAS, Authority has agreed to execute a full and final release of all claims against
AT&T related to the Fees;
NOW, THEREFORE, in consideration of the mutual obligations and undertakings
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which is acknowledged, the Parties agree as follows:
1. The foregoing recitals are hereby made a part of this Agreement.
2. In exchange for Authority's release contained in Section 3 hereof, AT&T will pay
Authority the sum of$1,121.76 within thirty(30) days of the Effective Date.
3. Authority, for itself and its predecessors, successors, parents, affiliates, and
assigns, and any of their officers, directors, employees and agents, hereby forever and
irrevocably releases, acquits and discharges AT&T from any and all claims, actions, causes of
action, demands, rights, damages, costs, expenses, compensation, third-party actions, suits at law
or in equity, including any claims or suits for attorney's fees, interest and penalties, whether
asserted individually or on behalf of others, whether arising under common law or statute, and
whether arising under state or federal law, which have accrued or may accrue with respect to the
Fees for all periods prior to the Effective Date. Authority agrees that it will not make, file, or
pursue any claims, charges, or lawsuits against AT&T with respect to the Fees for all periods
prior to the Effective Date.
4. The terms of this Agreement will be kept strictly confidential except as expressly
stated herein or to the extent disclosure of such terms is mandated by statute, legally mandated
disclosure obligations, a valid and enforceable subpoena or other court order, or a proper public
records request.
5. Authority warrants and represents that it has not assigned or otherwise transferred
or attempted to transfer either separately or collectively, any of the claims, demands, rights,
actions, or causes of action released in this Agreement.
AT&T CONFIDENTIAL INFORMATION '
Provided to Facilitate Settlement Discussions
Inadmissible as Evidence
6. The Parties acknowledge that this Agreement is not, and shall not be construed as,
an admission of liability by AT&T with regard to any matter whatsoever. The Parties recognize
that they enter into this Agreement by way of compromise to avoid the trouble and expense of
litigation.
7. The Parties further acknowledge that this Agreement constitutes the entire
agreement between them, and that in executing this Agreement, neither of them has relied upon
any representation or statement not set forth herein, and that the representations contained in this
Agreement are the complete and full representations to which they have agreed.
8. This Agreement shall be governed by and interpreted under the domestic laws of
the State in which Authority is located.
9. The undersigned hereby represents and warrants that she/he has authority to enter
into this binding agreement.
AT&T Corp.
'60qa-
Name: David ad Name: tlizabethBopp
Title: City Manager Title: Executive Director-Tax
Date: 9). Date: January 24, 2013
ATTEST:
APPROVED BY CITY MANAGER
ames Tho pson, City Clerk
4
Douglas Holland, City Attorney
AT&T CONFIDENTIAL INFORMATION
Provided to Facilitate Settlement Discussions
Inadmissible as Evidence
Page 2
+p_+`&t ,_ _ Elizabeth Bopp T: 908-234-8750
E"4-� 'r i——' Executive Director—Tax C: 908-432-5655
L'3 AT&T Corp. F: 908-532-13Q
p One AT&T Way,Room 4A208 EB1639@att.com
2013 FEB -6 i M 3: 18 U Bedminster,NJ 07921
:.BIZ.
January 24, 2013
VIA ELECTRONIC AND/OR U.S.MAIL
City of Palm Springs
PO Box 2743
Palm Springs,CA 92263
RE: Confidential Settlement Offer
Dear Sir or Madam:
In April of 2010,AT&T Corp. ("AT&T")discovered that it was not billing, collecting and remitting
certain line-based taxes, fees, surcharges and assessments(the"fees")on DS-0 and DS-1 circuits billed
from its Universal Biller system. AT&T immediately formed a team to quantify the problem and
implement a fix. On October 1,2010,a partial fix was installed and on April 1,2011,the remainder of
the fix was installed. Thereafter,AT&T determined that all line-based fees were being correctly billed,
collected and remitted on these DS-0 and DS-1 circuits. In April of 2011,AT&T back-billed its
customers of the DS-0 and DS-1 circuits for 5 or 6 months of back fees and remitted the fees it collected
from these customers to you through the normal remittance process.
AT&T is now offering to settle all potential claims arising out of this billing system error by paying you
the estimated 911 that AT&T would have billed, collected and remitted to you for the 2 year period prior
to the April 1,2011 implementation of the final fix, less the 5 or 6 months of fees that were back-billed
and collected from customers and previously remitted to you. The amount we are offering to you is
$1,121.76, and it was calculated as follows: We determined the June 2011 taxes that were properly
remitted to you($46.74),multiplied that amount by 24,and then subtracted$0.00(the amount of fees that
we back-billed our customers, collected and remitted to you in 2011). The balance equals the above
amount.
We used June 2011 as the baseline month because it was the first month that all line-based fees were
correctly billed, collected and remitted on these DS-0 and DS-1 circuits that did not include amounts we
back-billed to our customers. We used this methodology because it would be extremely difficult and time-
consuming to try to identify the actual number of DS-0 and DS-1 circuits that were subject to the fees in
prior months and then attempt to calculate the actual fees owed to you. We believe this offer is fair and
reasonable because(1)we are proactively bringing this matter to your attention, and(2) it would be
difficult(if not impossible)and time-consuming for either of us to attempt to calculate the actual fees that
might be owed for any given period of time.
If this offer is acceptable,please execute the attached Settlement Agreement and Release and return it to
me at the above address within thirty(30) days of the date of this letter. Upon receipt of the executed
Settlement Agreement and Release, AT&T will send you a check for the above amount.
AT&T is making this offer to you because we prefer to resolve disputes amicably,thereby avoiding
unnecessary expense and delay. While we believe that we have legal defenses to any claim that you
might bring to recover any additional fees,we prefer to avoid litigation. If you have any questions about
this offer,please let me]mow.
Sincerely,
AT&T CONFIDENTIAL INFORMATION
Provided to Facilitate Settlement Discussions
Inadmissible as Evidence
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