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HomeMy WebLinkAboutReso 4692-1967RESOLUTION NO. 4692 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION RATIFYING, AFFIRMING AND APPROVING MEMO- RANDUMOF UNDERSTANDING FOR SETTLEMENT OF WEST COAST PIPE CASES BETWEEN ALL PLAINTIFFS AND CERTAIN DEFEND- ANTS DATED MAY 5, 1967. WHEREAS: 1. The City of South San Francisco, a municipal cor- poration (hereinafter referred to as "this entity") is a plaintiff in one or more antitrust damage actions generally described as the West Coast Pipe Cases. 2. On May 5, 1967, a written "Memorandum of Understand- ing for Settlement of West Coast Pipe Cases Between Ail Plain- tiffs and Certain Defendants" was entered into by counsel for plaintiffs in said cases and counsel for defendants United States Steel Corporation, Kaiser Steel Corporation, Martin- Marietta Corporation, U. S. Industries, Inc., United Concrete Pipe Corporation and Smith-Scott Co., Inc., hereinafter col- lectively referred to as "Settling Defendants," a copy of said Memorandum of Understanding being on file in the office of this entity. 3. Said Memorandum of Understanding provides for pay- ment to the designated Agent for all plaintiffs of the sum of $21,275,000, of which sum $18,587,500 is to be paid in cash on the closing of the settlement and $2,687,500 is to be represented by installment promissory notes of U. S. Industries, Inc., and United Concrete Pipe Corporation. 4. TRUST DEPARTMENT, BANK OF AMERICA, NT & SA, 300 Montgomery Street, San Francisco, California 94102, has been designated by plaintiffs as their Agent under said Memorandum of Understanding. 5. In order to consummate the compromise and settle- ment provided for in said Memorandum of Understanding, it is necessary that each plaintiff (i) ratify, affirm and approve said Memorandum of Understanding and the compromise and settlement provided for thereby, (ii) authorize the pay- ment and delivery by Settling Defendants to plaintiffs' Agent of the net settlement amount on a lump sum basis, without responsibility on the part of Settling Defendants for the allocation or distribution of such settlement amount as among the plaintiffs, and (iii) authorize the execution and delivery of a Covenant Not to Sue, dismissals of the pending actions, and such other 'writings and the taking of such other action as is required in order to effectuate said compromise and settlement. 6. Acceptance of the compromise and settlement provided for in said Memorandum of Understanding is in the best interests of this entity. NOW, THEREFORE, BE IT RESOLVED by the governing body of this entity as follows: i. Said Memorandum of Understanding for Settlement of West Coast Pipe Cases Between Ail Plaintiffs and Certain Defendants dated May 5, 1967, and the compromise and settle- ment provided for thereby, are hereby ratified, affirmed and approved. 2. The designation of TRUST DEPARTMENT, BANK OF AMERICA, NT & SA~ 300 Montgomery Street, San Francisco, California 94Z02~ as Agent for all plaintiffs is hereby ratified~ affirmed and approved. 3. Payment and delivery by the Settling Defendants to plaintiffs' Agent of the settlement amount of $21,275,000 represented by the cash amount and the notes hereinabove referred so, 'without responsibility on the part of Settling Defendants for the allocation or distribution of said settlement amount as among plaintiffs~ are hereby authorized and approved. 4. The President or Vice President (or equivalent officers) and Secretary or Assistant Secretary (or equivalent officers) of this entity are hereby directed, authorized and empowered to execute and deliver~ on behalf of this entity, as its act and deed, and under its seal, a Covenant Not to Sue in the form attached hereto as Exhibit A. 5. Counsel of record in said damage actions for this entity are hereby directed~ authorized and empowered, on its behalf and as its act and deed, to execute, deliver and file dismissals in such form as may be agreed to pursuant to said Memorandum of Understanding, to execute and deliver such other writings, and to take any.and all other action which may be required of this entity in order to effectuate and consummate the compromise and settlement provided for in said Memorandum of Understanding. CERTIFI CATE The undersigned hereby certifies that he is the duly City Clerk elected, qualified and acting (insert title of certifying officer) of the entity named above and that the attached and foregoing' is a full, true and correct copy of a resolution duly and regularly adopted by the City Council ~(insert name of boara of governing body) thereof a~ a meeting duly and regularly called, noticed and held on vhe 19th day of June , 1967, at which a quorum was present; and that said resolution has not been altered or amended and is still in full force and effect. IN WITNESS WHEREOF~ the undersigned has hereunto set his hand and affixed the official seal of said entity this i~ da~~, 1967. '(insert signature of c~ ~z~'ying officer) (inset ti~ie of certifying officer) (APPiX SEAL)