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<br />F. Vinci disagrees that the Agency properly terminated the AgencyNinci <br />Agreement. Additionally, the Agency and Vinci disagree as to the binding effect of the <br />Term Sheet, insofar as the Agency contends that the Term Sheet is merely a non- <br />binding letter of intent. <br /> <br />G. Vinci has now settled the Joher Litigation and acquired the Joher Assets. <br /> <br />H. The Agency and Vinci desire to resolve their differences and in doing so <br />carry out the intent of the AgencyNinci Purchase Agreement and the Term Sheet. <br /> <br />Section 2. That certain Acquisition Agreement, Mutual Release And Joint Escrow <br />Instructions, including all attachment and related documents, schedules and <br />attachments, submitted to the Agency Board at the time of consideration of this <br />resolution is hereby approved with exception of the provisions found in Paragraph 4 <br />related to payment of $1 ,025,000 in satisfaction of claims for Extraordinary Expenses. <br />Consideration of such payment shall be brought back to the Agency Board at its regular <br />meeting of January 17, 2006 after confirmation of supporting documentation of such <br />costs. The Agency's Executive Director and General Counsel are hereby authorized to <br />make such non-substantive changes to the documents as they may deem necessary or <br />advisable in order to carry out the intent of the agreement and this resolution. <br /> <br />Section 3. The Negative Declaration, Environmental Review No, 2003-149 <br />was previously approved. <br /> <br />Section 4. This Resolution shall take effect immediately upon its adoption by <br />the Agency Board, and the Secretary of the Agency shall attest to and certify the vote <br />adopting this Resolution. <br /> <br />ADOPTED this 3rd day of January, 2006. <br /> <br /> <br /> <br />FORM: <br /> <br />Resolution No. eRA 2006-001 <br />Page 2 of 3 <br />