TAMMY FRANKS V. CITY OF SANTA ANA

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3.12 Tax Consequences. The PARTIES make no representations as to whether there are any tax consequences associated with this Agreement, including, but not limited to, the Settlement Amount. The PARTIES agree that each Party is responsible for making its own determination of the tax consequences of the settlement and this Agreement. The PARTIES agree a Form 1099 will be issued to PLAINTIFF's Counsel for the Settlement Amount. 3.13 Integrated Agreement. This Agreement is the final and entire agreement between the PARTIES concerning the subject matter of this Agreement. All agreements of the PARTIES with respect to the subject matter hereof are in writing and supersede all prior written and oral agreements and understandings of the PARTIES. This Agreement cannot be modified except by a written document signed by all of the PARTIES. None of the PARTIES are relying upon any other negotiations, discussions or agreements in connection with the subject matter of this Agreement. This is a fully integrated agreement. 3.14 Warranty of Authorization. Any person executing this Agreement on behalf of any Party does hereby personally represent and warrant to the other PARTIES that he or she has the authority to execute this Agreement on behalf of, and to fully bind, such Party. 3.15 Independent Representation by Counsel. The PARTIES represent and declare that in executing this Agreement, they have relied solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently -selected counsel, if they chose to retain counsel, concerning the nature, extent and duration of their rights and claims hereunder, and that, except as provided herein, they have not been influenced to any extent whatsoever in executing this Agreement by any representations, statements or omission pertaining to any of the matters herein contained by any Party or by any persons representing any Party. Each Party to this Agreement warrants to the other Party that it has either had the assistance of counsel in negotiating and preparing this Agreement, or could have had such assistance and voluntarily declined to obtain such assistance. 3.16 Governing Law. This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of California applicable to instruments, persons and transactions having legal contacts and relations solely within the State of California. 3.17 Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such a portion shall be deemed severed from this Agreement, and the remaining portions shall remain in full force and effect as though such invalid or unenforceable provisions or portions had not been a part of this Agreement. 3.18 Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against any of the PARTIES. 3.19 Headings. The headings of this Agreement are for convenience and ease of reference only, and shall not be used to construe, expand, or limit the terms of this Agreement. 3.20 Execution in Counterparts. This Agreement maybe executed in counterparts by the PARTIES, by either an original signature or signature transmitted by facsimile or electronic transmission, or other similar process, and shall become effective and binding upon the PARTIES at such time as all of the signatories hereto have signed the original or a counterpart original of this 4of7