SETTLEMENT AGREEMENT
This Settlement Agreement (“Agreement”) is entered into by and between the City and
County of San Francisco ("City") and Wing Lok (“Walter”) Wong; W. Wong Construction, Co.,
Inc.; Alternate Choice, LLC; Jaidin Consulting Group, LLC; and Jaidin International Ventures,
LLC. The City and County of San Francisco are referred to herein collectively as the “City.”
Walter Wong; W. Wong Construction; Alternate Choice, LLC; Jaidin Consulting Group, LLC;
and Jaidin International Ventures, LLC, are referred to herein collectively as the “Wong Parties.”
The City and each of the Wong Parties are individually referred to herein as a "Party" or
collectively as the "Parties." This Agreement is effective on the date that this Agreement has
been duly executed by all parties shown on the signature lines at the end of this Agreement, and
the City has finally enacted the ordinance approving the Agreement (the “Effective Date”). Final
enactment of the ordinance occurs following passage by the Board of Supervisors, when the
Mayor signs the ordinance, when the Mayor returns the ordinance unsigned or does not sign the
ordinance within ten days of receiving it, or when the Board of Supervisors overrides the
Mayor’s veto of the ordinance.
RECITALS
WHEREAS, on or about June 23, 2020, the United States Attorney for the Northern
District of California filed a two count Information in criminal case number CR 20-257 (the
“Criminal Case”) charging Walter Wong with conspiracy to commit honest services fraud and
conspiracy to commit money laundering;
WHEREAS, the Criminal Case alleged that Walter Wong knowingly and intentionally
conspired with Mohammed Nuru and other public officials to defraud the City and its citizens of
their right to the honest and faithful services of City officials through, among other things,
bribery and kickbacks;
WHEREAS, on or about July 6, 2020, Walter Wong appeared in District Court and
entered pleas of guilty to both counts in the Criminal Case;
WHEREAS, on or about March 18, 2021, Walter Wong and the United States entered
into an amended plea agreement in the Criminal Case providing that $1,000,000 paid in
forfeiture from Walter Wong in the Criminal Case would be paid as restitution to the City upon
entry of Judgment and Conviction in the Criminal Case;
WHEREAS, the City alleges and for purposes of settlement the Wong Parties do not
contest that the Wong Parties received payments from the City of $1,291,095.26 for goods and
services provided through non-competitive contracts, purchase orders, and/or grants that were
improperly approved by City officials, including:
1. $168,854.16 for San Francisco Public Works (“Public Works”) Emergency
Contract No. 1000006861 with W. Wong Construction;
2. $94,937.50 for Public Works Emergency Contract No. 1000010865 with W.
Wong Construction;
3. $110,594.70 for Public Works Emergency Contract No. 1000010987 with W.
Wong Construction;
4. $743,720.90 for Public Works Emergency Contract No. 1000013068 with W.
Wong Construction;
5. $99,988.00 for W. Wong Construction Invoice No. J996-17-08009, dated August
30, 2017, for planters, plants, and supplies at Hallidie Plaza paid for by Public
Works through a Community Challenge Grant to Clean City Coalition;
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6. $58,000.00 for San Francisco Public Utilities Commission (“SFPUC”) Purchase
Order Nos. 0000353310, 0000372509, 0000376731, and 0000376731 with
Alternate Choice, LLC; and
7. $15,000.00 for SFPUC Power Enterprise Pilot Program, CS-264, with Alternate
Choice, LLC;
WHEREAS, the City has outstanding and unpaid invoices from W. Wong Construction
on Public Works Emergency Contract No. 1000013068 in the amount of $163,526.38;
WHEREAS, the City alleges and for purposes of settlement the Wong Parties do not
contest twelve violations of the Campaign and Governmental Conduct Code Sections 3.410(c)(2)
and (3) for failing to report contacts with the Department of Building Inspection and for failing
to report campaign contributions greater than $100;
WHEREAS, the City alleges and for purposes of settlement the Wong Parties do not
contest that the maximum penalties and late fees for violations of the Campaign and
Governmental Conduct Code, described above and including treble penalties where authorized
by Charter C3.699-13, total $317,650.00;
WHEREAS, the Parties are interested in resolving the City’s claims for restitution,
disgorgement, civil penalties and fees, and injunctive relief under State and local law without
litigation;
WHEREAS, the City acknowledges that the Wong Parties have provided cooperation
with its ongoing public integrity investigation;
WHEREAS, the Parties are entering into a settlement on the terms set forth in this
Agreement to avoid the risks, burdens, distractions, expense, uncertainties, and diversion of
resources from litigation; and
WHEREAS, through arm's length settlement negotiations, the matter between the Parties
has been resolved on the terms set forth in this Agreement;
NOW, THEREFORE, the City and the Wong Parties agree as follows:
TERMS OF AGREEMENT
1. Settlement Amount: The Parties agree that the monetary value of this Agreement
to the City is $1,772,271.64 representing:
(a) return by the Wong Parties of $1,291,095.26 received by the Wong
Parties from the City for non-competitive City purchases allegedly
influenced by the improper action of City officials as set forth above and
described in the Criminal Case;
(b) non-payment by the City of $163,526.38 for services rendered to but not
paid for by the City on Public Works Emergency Contract No.
1000013068; and
(c) payment by the Wong Parties of $317,650.00 in administrative penalties
and late fees for violations of the Campaign and Governmental Conduct
Code.
2. Cancellation of Invoices: The Wong Parties agree not to seek payment for and to
cancel two outstanding invoices to the City from W. Wong Construction totaling $163,526.38 for
work performed under Public Works Emergency Contract No. 1000013068.
3. Credit for Goods Received by the City: The Parties agree that the Settlement
Amount above in Paragraph 1 of this Agreement is credited $386,933.94 for goods received by
the City under a lawfully issued contract with Alternate Choice, LLC, but not paid for by the
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City. This credit for goods received will be used first to make payment of the administrative
penalties and late fees described above in Paragraph 1(c).
4. Settlement Payment: The Wong Parties shall pay the City the amount of
$1,221,811.32 (“Settlement Payment”).
5. Bifurcated Deadlines for full payment of Settlement Payment: Within 120 days
of the Effective Date, the Wong Parties shall pay the City $221,811.32. Pursuant to the amended
plea agreement between Walter Wong and the United States in the Criminal Case, the remaining
$1,000,000 of the Settlement Payment will be paid to the City upon entry of Judgment and
Conviction against Walter Wong in the Criminal Case (the “United States Payment Event”). In
the event that the U.S. Attorney does not release or provides a written refusal to release the
$1,000,000 or in the event that the criminal case is dismissed without Judgment and Conviction,
then Walter Wong, his trust or estate, successor trustee or executor (collectively, the “Wong
Estate”) agrees to pay $1,000,000 to the City within 70 days of the United States Payment Event
or within 70 days of dismissal of the Criminal Case, whichever event occurs first. In the event
the Wong Estate does not timely pay $1,000,000 to the City, the City will immediately draw on
the letter of credit as described in paragraph 6, below, in which case the Wong Parties will not be
in Default, as defined in paragraph 8, below.
6. Security: As security for the payment of the remaining $1,000,000 owed to the
City, Walter Wong and the Wong Estate will have a bank insured by the Federal Deposit
Insurance Corporation issue a letter of credit for the benefit of the City in the form attached to
this Agreement as Exhibit A within 120 days of the Effective Date. The original letter of credit
shall be kept in the custody of the City, in the care of the San Francisco City Attorney’s Office.
If payment of the $1,000,000 is made by any of the Wong Parties or by the Wong Estate or upon
release of the $1,000,000 by the United States to the City, then the City shall return the original
letter of credit to Walter Wong and the Wong Estate.
7. Method of Payment: The Settlement Payment shall be made by wire transfer
pursuant to instructions to be provided by the City within one week of the Effective Date.
8. Default: In the event that the Wong Parties fail to make timely payment of
$221,811.32 within 120 days of the Effective Date and/or in the event that the City does not
receive the remaining $1,000,000 of the Settlement Payment within 70 days of the United States
Payment Event or within 70 days of dismissal of the Criminal Case (either event being defined as
a “Default”), the Wong Parties shall pay interest on all amounts due and unpaid at the legal rate
of ten per cent per annum, as provided by Code of Civil Procedure Sections 685.010 and
685.020, which shall be immediately assessed on and added to the entire balance due as of the
date of Default. Interest shall then continue to accrue until all sums due to the City are fully
paid.
9. Debarment: For purposes of settlement, the Wong Parties do not contest that they
are irresponsible bidders and that they engaged in willful misconduct as defined in San Francisco
Administrative Code § 28.3. The Wong Parties further agree that, pursuant to Administrative
Code §28.1, they shall be disqualified from participating in the competitive process for contracts
with, or from entering into contracts with the City, directly or indirectly, for a period of five
years from the Effective Date of this Agreement.
10. No Permit Expediting: The Wong Parties further agree that they will not apply
for any permit or license from the City on behalf of any client or customer for a period of five
years from the Effective Date of this Agreement.
11. Agreement to Cooperate: In consideration of the terms and conditions of this
Agreement, including the City’s release of the Wong Parties, Walter Wong and the Wong Parties
agree to fully and truthfully cooperate with the City’s investigation of public corruption related
to the allegations in the Criminal Case for one year after the United States Payment Event or
through December 31, 2023, whichever event occurs later. Subject to approval of the United
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States Attorney’s Office for the Northern District of California and consistent with any
conditions in Walter Wong’s amended plea agreement in the Criminal Case, “to cooperate”
means: (1) providing documents to representatives of the City Attorney’s Office, without
necessity of a subpoena; (2) submitting to interviews by representatives of the City Attorney’s
Office, at a mutually convenient time and place; and (3) voluntarily testifying in any proceeding.
12. Release by the Wong Parties: The Wong Parties hereby release and forever
discharge the City and its boards, departments, commissions, and all of its respective officers,
agents, members, employees, authorized representatives, assignees, and transferees from any and
all liability, claims, demands, actions, or causes of action of whatever kind or nature arising out
of or in any way connected with the allegations in the Criminal Case.
13. Release by the City: Except as reserved below, the City hereby releases and
forever discharges the Wong Parties and their respective officers, agents, members, employees,
authorized representatives, assignees, and transferrees from any and all liability, claims,
demands, actions, or causes of action of whatever kind or nature arising out of or in any way
connected with the allegations in the Criminal Case.
14. Waiver: Except for those obligations that are specifically reserved or are
otherwise stated in this Agreement, and with respect to those matters specifically released herein,
the Parties waive the provisions of California Civil Code Section 1542, which provides as
follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
15. Reserved: Notwithstanding anything in this Agreement to the contrary, nothing in
this Agreement releases or excuses any of the Wong Parties from:
i. Any municipal or state tax liabilities or claims;
ii. Any other state or municipal administrative, civil, or government claim or
liability unrelated to the matters alleged in the Criminal Case;
iii. Any criminal liability;
iv. Any obligations under this Agreement; and
v. Any violations of state or municipal law occurring after the Effective Date
of this Agreement.
Additionally, this Agreement does not release or excuse any of the Wong Parties from
administrative liability under Appendix C of the San Francisco Charter. In light of the payment
of maximum penalties and late fees for the Ethics violations described above in paragraph 1(c),
the Executive Director of the Ethics Commission is closing its investigation of the Campaign and
Governmental Conduct Code violations covered in this Agreement, and the Ethics Commission’s
Enforcement Regulations provide that “[n]o further action will be taken by the Commission to
review or investigate the allegations contained in the complaint.”
16. Enforceability: The provisions of this Agreement are contractual in nature and
not mere recitals and shall be considered independent and severable, and if any such provision
or any part thereof shall be at any time held invalid in whole or in part under any federal, state,
county, municipal or other law, ruling or regulations, then such provision, or part thereof, shall
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remain in force and effect to the extent permitted by law, and the remaining provisions of this
Agreement shall also remain in full force and effect, and shall be enforceable. This Agreement
may be enforced pursuant to Code of Civil Procedure Section 664.6 by motion or by any other
means available under applicable law.
ADDITIONAL PROVISIONS
17. Governing Law: The laws of the State of California shall govern the Parties’
rights and obligations under this Agreement.
18. Advice of Counsel: The Parties acknowledge that they have had an opportunity
to be advised by their own independently selected legal counsel and other advisors in connection
with this Agreement and enter into the Agreement solely on the basis of that advice, if any, and
on the basis of their own independent investigation of all the facts, law, and circumstances
material to this Agreement or any provision thereof, and not in any manner or to any degree
based upon any statement or omission by any other party or its legal counsel. By executing this
Agreement, each of the Parties acknowledges that it has read the Agreement and understands its
terms and provisions.
19. Authorization: Each of the Parties to the Agreement represents and warrants that
(1) it is authorized to enter into this Agreement; (2) that the individual signing on behalf of such
party is authorized to execute the Agreement on its behalf; and (3) that it is the lawful owner of
all right, title, and interest to every claim and every other matter which it purports to release in
this Agreement.
20. Counterparts: This Agreement may be signed in one or more counterparts, each
of which shall be deemed an original, with the same force and effect as if all signatures appeared
on the same document. A photocopy will serve in place of an original. Likewise, a copy of this
Agreement with a signature transmitted by facsimile or by email or other electronic means, shall
be deemed to be and may be relied upon as an original, executed counterpart.
21. Binding: This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, trustees, beneficiaries,
predecessors, successors, assigns, partners, partnerships, parents, subsidiaries, affiliated and
related entities, officers, officials, directors, principals, agents, servants, employees, and
representatives.
22. Modification: This Agreement may not be modified, amended, or supplemented
except by written instrument specifically identifying this Agreement and signed by each of the
Parties.
23. Headings: Titles and headings of sections of this Agreement are for convenience
only and shall not affect the construction of any provision of this Agreement.
24. Fees and Costs: The Parties agree each to bear its own costs and fees associated
with or arising from the matters covered in this Agreement.
25. No Presumption Against Drafting Party: This Agreement and its wording are the
result of mutual arm's-length negotiation, and in the event of a dispute concerning the meaning
of any term contained herein, no adverse inference or presumption shall be drawn against any
Party as a result of that Party's role in drafting this agreement.
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IT IS SO AGREED:
CITY AND COUNTY OF SAN FRANCISCO
Dated: ______________________ By: ______________________________________
Name: Dennis J. Herrera
Title: City Attorney
WING LOK (“WALTER”) WONG
Dated: ______________________ By: ______________________________________
Name: Wing Lok (“Walter”) Wong
W. WONG CONSTRUCTION, CO., INC.
Dated: ______________________ By: ______________________________________
Name: Wing Lok (“Walter”) Wong
Title: Authorized Representative
ALTERNATE CHOICE, LLC,
a California limited liability company
Dated: ______________________ By: ______________________________________
Name: Wing Lok (“Walter”) Wong
Title: Authorized Representative
JAIDIN CONSULTING GROUP, LLC
a California limited liability company
Dated: ______________________ By: ______________________________________
Name: Wing Lok (“Walter”) Wong
Title: Authorized Representative
JAIDIN INTERNATIONAL VENTURES, LLC
a California limited liability company
Dated: ______________________ By: ______________________________________
Name: Wing Lok (“Walter”) Wong
Title: Authorized Representative
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Approved as to form:
CITY AND COUNTY OF SAN FRANCISCO
Dated: ______________________ By: ______________________________________
Name: Ronald P. Flynn
Title: Deputy Chief City Attorney
WING LOK (“WALTER”) WONG
Dated: ______________________ By: ______________________________________
Name: Edwin Prather
Title: Attorney
W. WONG CONSTRUCTION, CO., INC.
Dated: ______________________ By: ______________________________________
Name: Edwin Prather
Title: Attorney
ALTERNATE CHOICE, LLC,
a California limited liability company
Dated: ______________________ By: ______________________________________
Name: Edwin Prather
Title: Attorney
JAIDIN CONSULTING GROUP, LLC
a California limited liability company
Dated: ______________________ By: _____________________________________
Name: Edwin Prather
Title: Attorney
JAIDIN INTERNATIONAL VENTURES, LLC
a California limited liability company
Dated: ______________________ By: ______________________________________
Name: Edwin Prather
Title: Attorney
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