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Home My WebLink About930561.tiff- .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. RESOLUTION RE: APPROVE SETTLEMENT AGREEMENT AND AUTHORIZE CHAIRMAN TO SIGN - SANWA-BGK SECURITIES COMPANY WHEREAS, the Board of County Commissioners of WeLd County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Settlement Agreement with Sanwa-BGK Securities Company in regards to the Steven Wymer litigation, with the terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, -THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Settlement Agreement with Settlement Agreement with Sanwa-BGK Securities Company in regards to the Steven Wymer litigation be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 28th day of June, A.D. , 1993. � BOARD OF COUNTYCOMMISSIONERS ATTEST: A (1 1 //w.,v, iv, frvift.,,a7 WELD COUNTY, COLORADO Weld County Clerk to the Board EXCUSED Constance L. HH/ rbert,J/( lCha�irrma�np /�' BY: 4--Qe2/444 ,12.c,„-z---- 2 ' 0!/u L v) id "�Deputy Clerk to the Boar , W. H ebster, Pro-Tem APPROVED AS)O FORM: '. • / /-1f.jar / So'irlierzikaiit4_,Figazter < :1 � ----- 1?-7 t- Z--� _ 6oGnty Attor ey Dale K. Hall / �1 L[ L u , I l.[,! f / yi/� 'Barbara J. Kirkmeyer 0 930561 C i ooc8 nn /^��nQp c*Iiiiia CLERK TO THE BOARD TT P.O. BOX 758 GREELEY,COLORADO 80632 C. (303)3564000 EXT.4225 wilg COLORADO STATE OF COLORADO ) ss COUNTY OF WELD ) I, Donald D. Warden, Clerk to the Board of County Commissioners, in and for the County of Weld, State of Colorado, do hereby certify that the attached documents are duplicates of the originals. IN WITNESSWHEREOF, I have hereunto set myhand and affixed the seal of said County at Greeley, Colorado, this 12TH day of JULY , 19 93 . i iv4491 1; ., t ,41,,,, n;, ' fwW 4% ':., CLERK TO THE BOARD BY: ./ ,, Deputy Clerk to the Bo d 9:0561 r HARKINS 8c MICHELMAN ATTORNEYS AT LAW 2301 DUPONT DRIVE. SUITE 41O IRVINE, CALIFORNIA 92715 (7)4) 553-18OO FACSIMILE 1714) 553-188O D 5-WV cJ4-mil II ;4 June 22, 1993 JUN 22 jg93 Ij l A rOR ,COUNTY fl1J Lee D. Morrison, Esq. OFFICE Assistant County Attorney Weld County 915 10th Street Greeley, CO 80631 RE: Sentencing Memo Dear Lee: As promised here is the Settlement Agreement with Sanwa. Please review, and if acceptable have it executed. Please note that evidence of authority of the signing party is being required. Best regards, Daniel M. Harkins 930561 BEST, BEST & KRIEGER ..YMLa.V KUJdNR RARTA o.N.COARCOAtfl t LAWYERS JUN 211993 ARTHUR L.LITTLEWORTH• ANTONIA GRAPHOS STEVEN C.D.BAUN MARY E.GILSTRAP SUITE 312 GLEN E.STEPHENS• GREGORY K.WILKINSON BRANT N.OVEIRIN DANIEL C.PARKER.JR. 39700 BOB HOPE DRIVE WILLIAM R.D.WOLFE• WYNNE S.FURTH ERIC L.GARNER GINEVRA C.MARUM POST OFFICE BOX 1555 BARTON C.DAUT' DAVID L.BARON DENNIS M.COTA GLENN P.SABINE PAUL T.SELZER• EUGENE TANAKA JULIE HAYWARD BIGGS CHRISTINE L.RICHAROSON RANCHO MIRAGE,CALIFORNIA 92270 DALLAS HOLMES• BASIL T.CHAPMAN RACHELLE J.NICOLLE JOANE DARCIA-COLSON TELEPHONE(6191 568-2611 CHRISTOPHER L.CARPENTER* TIMOTHY M.CONNOR ROBERT W.HARGREAVES PHILIP J.KOEHLER TELECOPIER(619)340-6696 RICHARD T.ANOERSON• VICTOR L.WOLF JANICE L.WEIS DIANE C.WIESE JOHN D.W AJILIN• DANIEL E.OLIVIER SHARYL WALKER REBECCA MARES DURNEY MICHAEL D.HARRIS' DANIEL J.MCHUGH PATRICK H.W.F.PEARCE ALLISON C.HARGRAVE W.CURT EALY• HOWARD 9.GOLDS KIRK W.SMITH DOROTHY I.ANDERSON THOMAS S.SLOVAK• STEPHEN P.DEITSCH JASON 0.DABAREINER G.HENRY WELLES JOHN E.BROWN• MARC E.EMPEY KYLE A.SNOW JAMES R.HARPER MICHAEL T.RIDDELL• JOHN R.ROTTSCHAEFER MARK A.EASTER DINA O.HARRIS MEREDITH A.JURY' MARTIN A.MUELLER DIANE L.FINLEY BARBARA R.BARON OF COUNSEL MICHAEL GRANT` J.MICHAEL SUMMEROUR MICHELLE OUELLETTE RICHARD T.EGGER FRANCIS J.BAUM• VICTORIA N.KING PETER M.BARMACK PATRICK D.DOLAN JAMES B.CORISON ANNE T.THOMAS. JEFFERY J.CRANDALL DAVID P.PHIPPEN.SR. DEAN R.DERLETH D.MARTIN NETHERT• SCOTT C.SMITH SUSAN C.NAUSS HELENE P.DREYER GEORGE M.REYES JACK S.CLARKE.JR. CHRISTOPHER 000SON EMILY P.HEMPHILL WILUAM W.FLOYD.JR. BRIAN M.LEWIS BERNIE L.WILLIAMSON SONIA RUBIO SHARMA GREGORY L.HAROKE JEANNETTE A.PETERSON ELAINE E.HILL JOHN 0.PINKNEY KENDALL H.MnVEY BRADLEY E.NEUFELD KEVIN K.RANDOLPH CLARK H.ALSOP' ELISE K.TRAYNUM JAMES B.GILPIN OFFICES IN DAVID J.ERWIN' WILLIAM D.DARLING.JR. MARSHALL S.RUDOLPH RAYMOND BEST 11868-19371 RIVERSIDE(209 19091686-1450 MICHAEL J.ANOELSON• MATT H.MORRIS KIM A.BYRENS JAMES H.KRIEGER 11913-19731 PALM SPRINGS(6191325.7264 DOUGLAS S.PHILLIPS! JEFFREY V.DUNN CYNTHIA M.GERMANO EUGENE BEST 11893.19811 ONTARIO 19091989-8584 •A FpOFO.Ja COLORATION June 18, 1993 - VIA EXPRESS MAIL TO ALL COUNSEL • (See attached list) Re: Various public entities/ Sanwa-BGK and related entities Dear Counsel: Enclosed please find what I believe to be the final settlement agreement with the Sanwa entities referred to above. This agreement has incorporated all of the comments that I have received from counsel to date. As you know, the tolling agreement with Sanwa expires on June 28 , 1993 . If it is impossible to have the agreement executed by then, please advise me immediately so that I can make arrangements to get an extension of time. Also, keep in mind that a resolution, board minutes or other satisfactory documentation showing authority to settle must be presented concurrently with the executed settlement agreement. If you have questions or comments, please give me a call. Very truly yours, BEST, & KRIEGER 'Ma . Gi P DMM37422 9:1M561 .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. HAEBINS 8C MICHE7.MAN ATTORNEYS AT LAW 2301 DUPONT DRIVE. SUITE 410 IRVINE, CALIFORNIA 92715 1714) 553-1800 FACSIMILE (7141 553-1880 oEC June 22, 1993 JUN 22 1993 '' I A oRD Y OUNry • Lee D. Morrison, Esq. OFFICF Assistant County Attorney Weld County 915 10th Street Greeley, CO 80631 RE: Sentencing Memo Dear Lee: As promised here is the Settlement Agreement with Sanwa. Please review, and if acceptable have it executed. Please note that evidence of authority of the signing party is being required. Best regards, Daniel M. Harkins • 9410 G1 PAUL. WEISS. RIFKINL. WHARTON 8 GARRISON .LEN DANIEL ) NARK H. ALCOTT WALTER F. LENHAROT ALLAN J. ARFIA ARTHUR L.LIMAN 1295 AVENUE OF THE AMERICAS NEW YORK.NEW YORK 10 019-6064 DANIEL J. SELLER MARTIN LONDON MARK A. SELNICK JOHN P MCENROE MITCHELL L. BERG COLLEEN MCMAHON TELEPHONE 12111 373.3000 1818 L STREET. NW MARK 5. BERGMAN ROBERT L. MONTGOMERY.JR. BRUCE SIRENSOIM ROBERT N. MONTGOMERY.JR. FACSIMILE 12121 75].3990 WASHINGTON. DC 20036.5594 ALLAN SLUMSTEIN DONALD R MOORE TELEX WUI 555443 TELEPHONE 120212234300 JOHN RICHARD F EREGLIS OFF N O MATTHEW NIMETZ FACSIMILE 12021 2234420 DAVID C. BRODHEAD KEVIN J. OSRIEN RICHARD J. BRONSTEIN LIONEL N OLMER• LLOYD K. GARRISON II 946.19911 JOSEPH C. SROWDY JOHN J.O'NEIL RAN199 BOULEVARD SAINT-GERMAIN CAMERON CLARK STUART I.ORAN LOUTS DOLPM C. PAUL (1127 19501 LEWIS R. CLAYTON MARC E PERLMUTTER S. WEISS 11927-19301 T300T PARIS. FRANCE JAY COHEN DEBORAH R PRUTIMAN JOHN F. WHARTON 11927-I 9771 TELEPHONE 133-I1 45.49.33.55 EDWARD N. COSTIKYAN JAMES L. PURCELL FACSIMILE 13311 42.22.54.36 ROBERT D DRAIN LEONARD V.QUIGLEY JAMES M. DUSIN CAREY R. RAMOS MORRIS S. LESLIE GORDON FAGEM CARL L. RIMIER JEROME ALAN COHEN AKASAKA TWIN TOWER DOMINIQUE ',ARGUE— SIMON H. RIFKIND 17.32 AKAtANA 2{NOME PETER L FELCHER STUART ROSINOWITZ ADRIAN W-O .EWIND GEORGE P FELLCMAN SIDNEY S ROSDEITCHER A LEON HIGGINSOTHAM. JR• MINATO—KU.TOKYO 107. JAPAN BERNARD FINKELSTEIN RICHARD A. ROSEN TELEPHONCIS141 3505-0291 MITCHELL S. FISHMAN STEVEN S. ROSENFELD JOSEPH S. IfLMAnROSERT C. ILEDER PETER J. ROTHENBERG JAMES B. LEWIS FACSIMILE I11g1 35034540 MARTIN FLUMENSAUM ERNEST RUBENSTEIN PAUL J. NEWLON TERENCE J. FORTUNE WARREN S. RUDMAN• MAK LITTER JEFFREY S. SAMUELS MORDECAI ROCHLIN ERIC S GOLDSTEIN TERRY E.SCHIMEK HOWARD A SEITZ BERNARD N. GREENE KENNETH M.SCHNEIDER JAY GREENFIELD BRIAN L. SCHORR SAMUEL J. SILVERMAN GAINES GWATHMEY. III ROBERT B. SCHUMER JOHN C. TAYLOR. 3RD ALBERT P.-NAND STEPHEN J. SHIMSHAK -NORMAN ZELENKO GERARD E. HARPER JOHN A. SI SEYMOUR HERTZ MOSES SILVERMAN COUNSEL ROSERT M. HIRSH EILEEN S. SILVERS , ARTHUR KALISH STEVEN SIMKIN LEWIS A. An ROBERT S. SMITH RICHARD OCHE-. SRAO S KARP MARILYN SOREL PHILIPPE JAMSRUN— ALAN W. KORNSERG THEODORE C.SORENSEN PIERRE PETIT•• ANTHONY S'[M PHILLIP L. R• KUKLIN -JUDITH R.THOYER EUROPEAN COUNSEL DAVID K. LAKHDHIR JAY TOPKIS STEVEN E. LANDERS DAVID T. WASHSURN ROBERT L. LAUFER ALFRED D. YOUNGWOOD WRITER'S DIRECT DIAL NUMBER (212) 3733-3191 June 17 , 1993 -NOT ADMITTED TO NEW YORK BAR •-ADMITTED IN FRANCE ONLY. Mary E. Gilstrap, Esq. Best, Best & Krieger • 39700 Bob Hope Drive Rancho Mirage, California 92270 Various Public Entities/ Sanwa-BGK and Related Entities Dear Mary: I am enclosing what I hope are the final settlement papers for the Wymer litigations. Please circulate for all appropriate signatures. Best wishes . Sincerely, 1 Martin Fl menbaum srs Enclosure BY FEDERAL EXPRESS • 930561 Doc f.DS2:67682.1 26-074 LAW OFFICES OF BEST, BEST & KRIEGcR June 18, 1993 Page 2 List of Counsel: STRADLING, YOCCA, CARLSON & RAUTH John F. Cannon Wells Fargo Bank Building 660 Newport Center Drive Suite 1600 Newport Beach, CA 92660 GIBBONS, LEES & EDRINGTON Dolores M. Donohoe 1850 Mt. Diablo Blvd. Walnut Creek, CA 94596 PHILLIPS, HAGLUND, MADDEN i JEFFERS Michael B. Jeffers 4695 MacArthur Court Suite 1150 Newport Beach, CA 92660 BORCHARD & WILLOUGHBY Michael L. Willoughby Michael D. Borchard 4695 MacArthur Court Suite 1150 Newport Beach, CA 92260 HARKINS & MICHELMAN Daniel M. Harkins 2301 Dupont Drive Suite 410 Irvine, CA 92715 HEDGES i CALDWELL Christopher G. Caldwell 606 S. Olive Street Suite 500 Los Angeles, CA 90014 DMM37422 9110561 1 HARKINS & MICHELMAN DANIEL M. HARKINS, ESQ. STATE BAR NO. 117671 2 2301 DuPont Drive, Suite 410 Irvine, California 92715 3 (714) 553-1800 4 BORCHARD & WILLOUGHBY, P.C. 5 MICHAEL D. BORCHARD, ESQ. STATE BAR NO. 132984 MICHAEL L. WILLOUGHBY, ESQ. STATE BAR NO. 100483 6 4695 MacArthur Court, Suite 1150 Newport Beach, California 92660-8802 7 (714) 644-6161 8 Attorneys for Plaintiffs Francis M. Loustalet, 9 as Treasurer of Weld County, Colorado, and Board of County Commissioners of Weld County, Colorado 10 11 12 UNITED STATES DISTRICT COURT 13 FOR THE CENTRAL DISTRICT OF CALIFORNIA 14 15 FRANCIS M. LOUSTALET, an individual, as ) Treasurer of Weld County, Colorado, and ) 16 BOARD OF COUNTY COMMISSIONERS OF WELD ) CASE NO. COUNTY, COLORADO, ) CV-92-7628-RJK(Ex) 17 Plaintiffs, ) NOTICE OF DISMISSAL 18 ) vs. ) 19 ) REFCO, INC. , et al. , ) 20 ) Defendants. ) 21 ) 22 23 NOTICE IS HEREBY GIVEN that pursuant to Federal Rule of 24 Civil Procedure 41(a) , plaintiffs voluntarily dismiss the above- 25 captioned action, and all the claims that have been or could have • 26 been asserted therein, on the merits, with prejudice and without 27 28 1 costs as to Sanwa-BGK Securities Co. , L.P. , Sanwa-BGK Treasury 2 Securities Co. and David Glenn. 3 Dated: June , 1993 4 5 Daniel M. Harkins HARKINS & MICHELMAN 6 Michael L. Willoughby 7 BORCHARD & WILLOUGHBY, P.C. 8 9 By: Michael L. Willoughby 10 Attorneys for Plaintiffs Francis M. Loustalet and 11 Board of County Commissioners of Weld County, Colorado 12 13 14 15 16 17 18 19 20 21 22 . 23 24 25 26 27 28 9:2,0961 2 SETTLEMENT AGREEMENT Settlement Agreement ("Agreement") made and entered into as of June , 1993 , among City of Big Bear Lake, Coachella Valley Joint Powers Insurance Authority, City of Indio, City of La Quinta, La Quinta Redevelopment Agency, City of Loma Linda, Loma Linda Redevelopment Agency, City of Orange, City of Palm Desert, Palm Desert Redevelopment Agency, City of Sanger, Sanger Redevelopment Agency, City of Torrance, and Weld County, Colorado (collectively "Municipalities") and Sanwa Securities (Delaware) Inc. ("Sanwa Inc. ") , Sanwa-BGK Securities Co. , L.P. ("Sanwa Securities") , Sanwa-BGK Treasury Securities Co. ("Sanwa Treasury") (collectively "Sanwa") and David Glenn. WHEREAS, in or about December 1992, Municipalities filed complaints in the United States District Court for the Central District of California against Sanwa Inc. , Sanwa Securities, Sanwa Treasury, Glenn and others, which cases are entitled City of Bia Bear Lake v. Refco Capital Corporation. et al. , Case No. CV-92-7633 RJK, Coachella Valley Joint Powers Insurance Authority v. Refco Group, et al. , Case No. CV-92-7630 RJK (Ex) , City of Indio v. Refco Capital Corporation. et al. , Case No. CV-92-7632 RJK, City of La Ouinta, et al. v. Refco Group. Ltd. , et al. , Case No. CV-92-7626 RJK, City of Loma Linda. et al. v. Refco Group. Ltd. . et al. , Case No. CV-93-0056 RJK, City of 9a0561 =nag. v. DLO Securities. Inc. , Case No. CV-92-7627 RJK (Ex) , City of Palm Desert v. Refco Capital Corporation, et al. , Case No. CV-92-7631 RJK, Palm Desert Redevelopment Agency v. Refco Capital Corporation, et al. , Case No. CV-93-0057 RJR, City of Sanger, et al. v. Refco Group, Ltd. , Case No. CV-92-7284 RJK, City of Torrance v. ;Cimberly Goodman, et al. , Case No. CV-92-7294 RJK, Francis M. Loustalet, et al. v. Refco. Inc. , et al. , Case No. CV-92-7628 RJK (Ex) (collectively the "Actions") ; and WHEREAS, Municipalities have asserted claims in their complaints relating to a fraudulent securities scheme perpetrated by Steven D. Wymer; and WHEREAS, Sanwa and David Glenn have denied all the material allegations made by Municipalities in their complaints, have maintained that their conduct has been legal and proper in all respects and continue to deny any and all fault or liability thereunder; and WHEREAS, the undersigned, in order to save the expense of protracted trials, and without any acknowledgment of any liability whatsoever, now wish to settle and discontinue the Actions in their entirety as to Sanwa and David Glenn only upon the terms and conditions set forth below; IT IS HEREBY STIPULATED AND AGREED, by and among the undersigned, that: 2 9%,0561 1. Upon the execution by all parties of this Agreement and in settlement of the Actions, Sanwa shall transfer to Municipalities the sum of Two Hundred Thousand Dollars ($200,000. 00) . The payment shall be delivered to the trust account of Stradling, Yocca, Carlson & Rauth in the form of a cashier's check payable to the Stradling, Yocca, Carlson & Rauth Attorney-Client Trust Fund. 2 . Municipalities, for themselves and their respective present and former public officials, elected representatives, employees, agents, representatives, attorneys, successors and assigns, do hereby release and discharge Sanwa and David Glenn, and their respective present and former affiliates, parents, subsidiaries, officers, directors, trustees, partners, stockholders, employees, attorneys, agents, representatives, heirs, executors, administrators, personal representatives, successors and assigns from all actions, causes of action, suits, debits, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against Sanwa and David Glenn, their respective present and former affiliates, parents, subsidiaries, officers, directors, trustees, partners, stockholders, employees, attorneys, agents, representatives, heirs, executors, administrators, 3 9 A561. personal representatives, successors and assigns, the Municipalities, Municipalities' respective present and former public officials, elected representatives, employees, agents, representatives, attorneys, successors and assigns ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing which in any way relates to or arises out of the Actions or any alleged activities of Steven D. Wymer, Denman & Company, Institutional Treasury Management, Inc. or any entity affiliated with Mr. Wymer, from the beginning of the world to the day and date of this Agreement. 3 . Sanwa and David Glenn, for themselves and their respective present and former affiliates, parents, subsidiaries, officers, directors, trustees, partners, stockholders, employees, attorneys, agents, representatives, heirs, executors, administrators, personal representatives, successors and assigns do hereby release and discharge the Municipalities, and the Municipalities' respective present and former public officials, elected representatives, employees, agents, representatives, attorneys, successors and assigns from all actions, causes of action, suits, debits, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against the a 930%1 Municipalities, the Municipalities ' respective present and former public officials, elected representatives, employees, agents, representatives, attorneys, successors and assigns, Sanwa and David Glenn, their respective present and former affiliates, parents, subsidiaries, officers, directors, trustees, partners, stockholders, employees, attorneys, agents, representatives, heirs, executors, administrators, personal representatives, successors and assigns ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing which in any way relates to or arises out of the Actions or any alleged activities of Steven D. Wymer, Denman & Company, Institutional Treasury Management, Inc. or any entity affiliated with Mr. Wymer, from the beginning of the world to the day and date of this Agreement. 4 . All parties to the Agreement agree, represent and warrant that the matters released herein are not limited to matters which are known or disclosed, and waive any and all rights and benefits which they now have, or in the future may have, conferred upon them by virtue of the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows: 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 9,40961 All parties expressly acknowledge that the effect and import of this provision has been fully explained to them by their own counsel. 5. Upon execution of this Agreement, the Municipalities, by counsel, shall dismiss with prejudice all claims pending in the Actions as to defendants Sanwa and David Glenn only by promptly filing in the United States District Court for the Central District of California, Notices of Dismissal, with prejudice and without costs, in the form annexed hereto as Exhibit 1. 6. All parties to this Agreement agree that they will execute any and all additional documents necessary to effect the implementation of the provisions contained herein. 7. All parties to this Agreement hereby acknowledge that, except as provided for elsewhere herein, this Agreement is a complete accord and satisfaction of all disputes, claims, causes of action, and counterclaims that have been or may have been asserted or filed. 8 . All parties to this Agreement agree that as to all entities or individuals who may inquire as to the terms of this Agreement, the parties shall state that all claims have been settled amicably without any acknowledgment of liability or wrongdoing by any party. This provision shall not be construed, however, as limiting the parties 6 90$61 hereto from revealing or disclosing the terms of the Agreement pursuant to request. 9 . This Agreement shall be deemed to fall within the broadest protections afforded compromises and offers to compromise by Rule 408 of the Federal Rules of Evidence and any comparable provisions of state law. Neither this Agreement, nor the fact of its existence, nor any terms hereof, nor any negotiations had or actions taken with respect to or under this Agreement, shall be offered or received in evidence in any case or adversarial proceeding involving Sanwa, David Glenn and/or any other party released pursuant to the provisions of paragraph 2 hereof in any court, tribunal or administrative agency to prove liability. Nothing herein is intended to limit the parties hereto from utilizing this Agreement to implement and enforce its provisions. 10. This Agreement and any negotiations had or actions taken with respect to or under this Agreement are not, and shall not be construed to be, an admission or confession by or on the part of Sanwa, David Glenn or any other party released pursuant to the provisions of paragraph 2 hereof of any liability or wrongdoing whatsoever in connection with the claims asserted in the Actions, and shall not be construed to indicate the merit or lack of merit of any of the Municipalities ' claims. 7 930561 11. All parties to the Agreement represent and warrant that each has full authority to execute the Agreement and to bind itself to the Agreement by execution hereof, that each party has obtained all necessary legal approvals to enter into this Agreement, and that the execution and delivery of this Agreement will not violate any agreement, court order, administrative order of any governmental entity, or any law or governmental regulation. Each party to this Agreement shall submit concurrent with the execution of the Agreement a resolution or other satisfactory document indicating that the signatory for that party is vested with the authority to bind the party for purposes of this Agreement. 12 . Municipalities hereby acknowledge that the Agreement was negotiated and executed in good faith and that the terms of the Agreement, including those set forth in paragraph 1, are within the reasonable range of Sanwa's and David Glenn's share and percentage of liability, if any, for the Municipalities' damages, taking into account the facts and circumstances of the Actions, as enunciated in Tech- Built v. Woodward Clyde & Associates, 38 Cal. 3d 488, 213 Cal. Rptr. 256 (1985) . Municipalities further agree to assist Sanwa and David Glenn should Sanwa and/or David Glenn seek a judicial determination regarding the good faith nature of the Agreement and/or an order barring contribution claims. This assistance may include, but is not limited to, 8 9:0561 providing Sanwa and/or David Glenn with declarations and/or other evidence supporting the good faith nature of the Agreement, consistent with preserving the confidentiality of information or documents protected from disclosure by the attorney-client privilege and/or attorney work product doctrine. 13 . This Agreement may be executed in multiple counterparts and shall become effective when it has been signed by duly authorized representatives of each of the parties and the Notices attached as Exhibit 1 are filed. 14 . This Agreement and other documents executed in order to implement the provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California. 15. This Agreement represents the entire agreement of the parties and is made without reliance upon any statement or representation not contained herein, the making of any such statements or representations being specifically denied. 9 9.0561 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. By: City of Big Bear Lake By: Coachella Valley Joint Powers Insurance Authority By: City of Indio By: City of La Quinta By: La Quinta Redevelopment Agency By: City of Loma Linda 10 9Z;0561 By: Loma Linda Redevelopment Agency By: City of Orange By: City of Palm Desert By: Palm Desert Redevelopment Agency By: City of Sanger By: Sanger Redevelopment Agency By: City of Torrance 11 9:40961 / ATTEST:/t7vr�'v. Aki �� 4 By: /lp, eut,1 Q WELD COUNTY CLER ' TO THE BOARD ?totem /O0/30f43 ''mac— Weld County, Colorado /2 , BY. DEPUTY mc CL TO THE BU ] By: Sanwa Securities (Delaware) Inc. By: Sanwa-BGK Securities Co. , L.P. By: Sanwa-BGK Treasury Securities Co. David Glenn 12 9a0%G1 Hello