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Palm Desert RDA vs LQ/Appeal Agreement 95z AGREEMENT This Agreement is entered into as of March 1, 1995, by and among Palm Desert Redevelopment Agency, the. Federal Deposit Insurance Corporation as Receiver for Jefferson Bank & Trust, Coachella Valley Joint Powers Insurance Authority, the City of Loma Linda, the City of Sanger, the City of La Quinta, the City of Torrance, the City of Big Bear Lake, the City of Indio and the City of Palm Desert, with respect to the action entitled United States of America v Real Property Located at 13328 and 13324 State '-hwav 75 North Blaine County Idaho and Palm Desert Redevelopment Agency, Claimant and Appellant, which is now pending before the United States Court of Appeals for the Ninth Circuit, Case No. 94-56491 (the "Action") and with respect to the subject of the Action, which consists of the net proceeds (in the present approximate amount of $965,883) of the sale of the above -referenced real property (the "Proceeds"). The Proceeds are presently held in an account maintained by Wells Fargo Bank, N.A., Liquidating Agent ("Wells Fargo Bank"). WHEREAS, the parties to this Agreement (the "Parties") are also parties to the Action, in which Palm Desert Redevelopment Agency ("PDRA") has appealed the final order of the United States District Court for the Central District of California (the "District Court") in the Action, Case No. CV 92-0100-RJK, that the Proceeds be paid to the Securities and Exchange Commission Fund (the "SEC Fund") for distribution to the Parties and other persons e , pursuant to a plan of distribution (the "SEC Plan") approved by the Court in Securities and Exchange Commission v. Institutional Treasury Management Inc Denman & Company and Steven D. Wvmer, Civil Action No. 91-6715 RJK, in the United States District Court for the Central District of California; and WHEREAS, the Parties wish, in order to reduce litigation costs and to expedite distribution of the Proceeds, to resolve the Action pursuant to the Ninth Circuit settlement program by procedures which will substitute for, and avoid the necessity of, a conventional appeal. IT IS THEREFORE AGREED AS FOLLOWS: 1. The Action shall be referred to the Honorable William Norris, Senior Judge of the United States Court of Appeals for the Ninth Circuit, for decision pursuant to the Ninth Circuit settlement program, in lieu of an appeal to the Ninth Circuit Court of Appeals, under the following procedures: a. Judge Norris shall first determine whether the decision of the District Court should be affirmed. If Judge Norris determines that the District Court's decision should be reversed or remanded in any respect, he shall then proceed to determine the Action on the merits as if he were acting as the District Court. E S b. PDRA shall submit its brief to Judge Norris, which shall not exceed 25 pages in length, together with excerpts of record and any other records of which Judge Norris is requested to take notice, on or before May 1, 1995. The other Parties shall submit their brief or briefs to Judge Norris, which shall not together exceed 25 pages in length, on or before June 1, 1995. C. After the Parties have submitted their briefs as set forth above, a telephonic oral argument shall be held, to be scheduled by Judge Norris. PDRA, and the other Parties as a group, shall each be entitled to a presentation during the oral argument not to exceed 15 minutes in length. Questions by Judge Norris and responses of counsel shall not be counted toward or limited by the said time limits. 2. If Judge Norris determines that the District Court's decision should be affirmed, PDRA shall be entitled to and will receive $320,000 of the Proceeds. In such event, the balance of the Proceeds, together with any funds now held by Wells Fargo Bank for the benefit of PDRA, shall be distributed pursuant to the SEC Plan to the beneficiaries of the SEC Plan other than PDRA, and PDRA shall not receive any distributions pursuant to the SEC Plan. 3. If Judge Norris determines that PDRA is entitled to a percentage of the Proceeds, but not to all of the Proceeds, which percentage is 70% or higher, PDRA shall be entitled to and will 3 receive the amount which is the product of multiplying (i) $850,000 and (ii) the percentage to which Judge Norris determines PDRA is entitled. In such event, the balance of the Proceeds, together with any funds held by Wells Fargo Bank for the benefit of PDRA, shall be distributed pursuant to the SEC Plan to the beneficiaries of the SEC Plan other than PDRA, and PDRA shall not receive any distributions pursuant to the SEC Plan. 4. If Judge Norris determines that PDRA is entitled to a percentage of the Proceeds, but not to all of the Proceeds, which percentage is less than 70%, PDRA shall be entitled to and will receive the amount which is the product of multiplying (i) $800,000 and (ii) the percentage to which Judge Norris determines PDRA is entitled, provided, however, that PDRA shall be entitled to and will receive no less than $320,000. In such event, the balance of the Proceeds, together with any funds held by Wells Fargo Bank for the benefit of PDRA, shall be distributed pursuant to the SEC Plan to the beneficiaries of the SEC Plan other than PDRA, and PDRA shall not receive any distributions pursuant to the SEC Plan. 5. If Judge Norris determines that PDRA is entitled to all of the Proceeds, PDRA shall receive $850,000 of the Proceeds. In such event, the balance of the Proceeds, together with any funds now held by Wells Fargo Bank for the benefit of PDRA, shall be distributed pursuant to the SEC Plan to the beneficiaries of the 4 SEC Plan other than PDRA, and PDRA shall not receive any distributions pursuant to the SEC Plan. DATED: March _, 1995 DATED: March , 1995 DATED: March , 1995 DATED: March , 1995 5 PALM DESERT REDEVELOPMENT AGENCY By Its FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER FOR JEFFERSON BANK & TRUST By Its COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY By Its CITY OF BIG BEAR LAKE By Its DATED: March , 1995 CITY OF INDIO By Its DATED: March , 1995 CITY OF PALM DESERT By Its DATED: March _, 1995 CITY OF LOMA LINDA By Its DATED: March , 1995 CITY OF SANGER By Its DATED: March , 1995 CITY OF LA QU NTA By Its DATED: March , 1995 CITY OF TORRANCE By Its N