Resolution 1306
;.,
RESOLUTION NO. 1306
RESOLUTION OF THE COUNCIL OF THE CITY OF GILROY
CONFIRMING THE REPORT OF THE CHIEF OF THE FIRE
DEPARTMENT SETTING FORTH THE DESCRIPTION OF PRO-
PERTY, THE OWNERS THEREOF, AND THE COST OF ABATING
THE NUISANCE CAUSED BY THE GROWING OF WEEDS AND
ACCUMULATION OF REFUSE IN THE CITY OF GILROY, AND
PROVIDING THAT SUCH COSTS SHALL CONSTITUTE SPECIAL
ASSESSMENTS AGAINST THE RESPECTIVE OWNERS OF LAND
WHEREAS, pursuant to the authority given by Article III of Chapter 12
of the Gilroy City Code, the Council of the City of Gilroy did on the 2nd
day of December, 1968, regularly adopt Resolution No. 1297 designating
certain weeds growing or existing in the City of Gilroy and refuse accumu-
lating in said City to be a public nuisance and ordering the Chief of the
Fire Department to give notice of the passage of said resolution by posting
and publication in the same manner and for the same time as set forth in
Section 12.53 of said Code, and the Chief of the Fire Department did cause
said notice to be so given; and
WHEREAS, the said resolution fixed December 16th, 1968, at the hour of
8:00 o'clock, p.m., in the Council Chambers in the City Hall at No. 10 South
Rosanna Street, in the City of Gilroy, as the time and place for the hearing
provided for in Section 12.48 of said Code, and the notice given by the Chief
of the Fire Department included a statement of the said time and place of
hearing; and
WHEREAS, the said hearing was held in accordance with the said
resolution and notice and no objections were made to said proposed removal
and destruction of the weeds and refuse, and said Council did thereupon at
said session held on the 16th day of December, 1968, regularly adopt Reso-
lution No. 1298 requiring the Chief of the Fire Department to abate said
nuisance by having the weeds referred to destroyed or removed as provided
for in Section 12.51 of the said Gilroy City Code and such refuse to be
removed; and
WHEREAS, the said Chief of the Fire Department has filed his report
with the Council, setting forth the actions taken in abating the said nui-
sance which report includes an account of the cost of the abatement and an
I J ''\ J
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assessment list and identification of each separate lot or parcel of land by
description, together with the expense proposed to be assessed against each
separate lot orparcel and the name of the owner or reputed owner thereof
as follows~
ASSESSOR'S
NUMBER
786-22-003
786-22-005
786-25-047
786- 30-038
786-41-022
803-07-081
803-11-027
803-15-019
803-17-010
84l-02-RR
Property
841-02-019
841-05-049
and,
LOCATION
Corner of Welburn Ave.
& Monterey St. (Parkway
903 N. Monterey St.
300 El Toro Way
Wayland Lane & 1st St.
Carla Way & Wren Ave.
COST OF
OWNER ABATEMENT
Douglas S. and Elizabeth $ 21.82
L. Neilson; J. Castle
445 N. Monterey St.
Louise M. Wentworth 28.23
201 N. Carmel St.
Elmer C. Rossi 26.40
300 El Toro Way
Richard J. and Dorothy J. 34.65
Scagliotti
651 Welburn Aveo
Barjen Corporation 11.55
718 Willow Rd.
Menlo Park, 94025
W.F. & Edith I. Hall 12.83
P.O. Box 606, Gilroy
10th St. between Rosanna Lupe T. Lomelin 70.40
& Church Streets Valdez Esteban
1929 Hancock St. Los Angeles
28 N. Rosanna St.
171 S. Rosanna St.
73 N. Rosanna St.
Casey Lane & Monterey
St. (behind furniture
store)
636 N.Monterey St.
Railroad St. between
Lewis & Martin Sts.
Elizabeth F. Sotello
171 S. Rosanna St.
15 . 40
Emily Barozzi
73 N. Rosanna St.
60.32
Southern Pacific Railroad
1707 Wood St.
Oakland, 94607
24.38
Albert Gurries
Rt. 1, Box 151 Gilroy
Robert J. & Dorthea J.
Dunham Jr.
P.O. Box 426, Gilroy
23.10
158.40
WHEREAS, it appears that the Chief of the Fire Department has taken all
actions required of him in abating said nuisance and removing said weeds and
refuse and that the cost thereof as shown in said report is correct and
should be confirmed.
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NOW THEREFORE, BE IT RESOLVED that the said report of the Chief of the
Fire Department of the said weed and refuse abatement under the resolutions
referred to, is hereby accepted and confirmed; and
BE IT FURTHER RESOLVED that a copy of this Resolution and of said
report of the Chief of the Fire Department be turned over to the County
Director of Finance who constitutes the Assessor and Tax Collector, res-
pective1y, of the City of Gilroy, together with a list of assessments
certified as unpaid by the Clerk of the City of Gilroy, and the amounts
shown on said report as the cost of the removal of the weeds and refuse
from each of the respective properties and certified as unpaid shall be
and constitute a special assessment against the respective parcels and
constitute a lien on the property for the amount of such assessment res-
pective1y, and the said Tax Collector shall add the amount thereof to the
next regular bill for taxes levied against respective lots and parcels of
land for municipal purposes.
PASSED AND ADOPTED this 20th day of January, 1969, by the following
vote:
AYE S:
COUNCILMEMBERS: Allemand, Duffin, Kennedy,
Quartiro1i, Silva, Wentworth
and Goodrich
NOE S :
COUNC ILMEMBERS ~
COUNCILMEMBERS:
ABSENT~
APPROVED~
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Mayor
ATTEST:
,C{lic/tin/Uj [
City Clerk
::Y
;t?Z~J!L-.h
J
I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Resolution No. 1306 is an original
resolution, duly adopted by the Council of the City of Gilroy at a
regular meeting of said Council held on the 20th day of January
, 19 69 , at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of the City of Gilroy, this 22nd day of January
, 196~.
&
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1 NOW BE IT RESOLVED THAT:
2 A.
3 The MEMORANDUM OF UNDERSTANDING FOR SETTLEMENT
4 OF WEST COAST PIPE CASES BETWEEN ALL PLAINTIFFS AND
5 AMERICAN PIPE AND CONSTRUCTION COMPANY and the Western
6 Associated Pipe Plaintiffs Organization Compact, copies
7 of which are attached hereto as Exhibits I! II! and "III",
8 respectively, are hereby adopted, ratified and confirmed.
9 B.
Mayor
of entity is
10
The
11 hereby authorized to sign the release of claims against
12 the defendant and attached hereto as Exhibit "II" as the
13 official act of entity.
14 C.
15 The Attorney General of the State of California
16 is hereby authorized by entity to enter into a stipulation
17 dismissing this litigation with prejudice and without
18 costs and to take any and all other action which may be
19 required of this entity in order to effectuate and con-
20 summate the compromise and settlement provided for in said
21 Memorandum of Understanding and distribute any monies
22 received from defendant American Pipe and Construction Co.
23 in accordance with said WAPPO Compact.
24
Adopted this 6th day of January
, 19~
25
26
29
Attest:
7;:w~~ ~ l- d/~7!~L"<-~..~4'
Norman B. Goodrich, Mayor of
'--'/Uc>tMlL/t/ (~7, of Gilroy
Susanne E. Steinmetz, Cit
Clerk of the City of Gil, y
27
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3.
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II
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1 MEMOR~NDu~ OF UNDERSTANDING FOR SETTLEYillNl OF HEST COAST PIPE
2 CASES BETWEEN ALL PLAI~lIFFS A~~ fu~RICAN PIPE A~~ CONSTRUCTION
3 COMPAi'.'Y
4
5
Parties:
6
The parties to this memorandum of understanding are the
Western A~sociation of Pipe Plaintiffs' Organization, hereafter
referred to as "WAPPO", and American Pipe and Construction
7
8
9
Company, hereafter referred to as "American."
Amount to be Paid:
American agrees to pay to the fiscal agent designated by
WAPPO the sum of eight million five hundred thousand dollars
($8,500,000) payable as follows, to wit:
The sum of one million two hundred fifteen thousand two
hundred dollars ($1,215,200) on or before January 1, 1969, to
the fiscal agent designated by WAP?O which said sum shall be
placed in either an interest-bearing savings account or in the
purchase of a certificate of deposit at the option of WAPPO and
which is to be returned to American in the event of a failure
21
20 to consummate this settlement within nine months of the date
22 millio~ two hundred fifteen thousand two hundred dollars
hereof. Said fiscal agent shall not distribute the sum of one
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31
32
($1,215,200) to,th~ plaintiffs until the fiscal agent has received
certified copies of the orders of dismissal of all WAPPO Pipe Cass s.
American further agrees on or before January 1, 1969 to
delivc'r to said fiscal agent its promissory note in the sUu of
S""V::"1 ,,; Ill' 0'; 1~T,70 1;""nu'1--,-cr1 ~.-7 ';:""--''=0''"''" '-'10,.~rnr, el' ,-,-h,,-
'C C... ~...I........ L.. l.-W LJ..L..l J... ___'-... c.J.....o...1.1,... ..:.... U.L Ll Ll.0G..... 1....-.1. O"'1.L..
ll'UllCl.~2Cl
dolla~s ($7,284,800) payable to the order of said fiscal agent
at it. address in installments as shmvn on Exh.ibit "A" [..i.-.u bearin:;
intere3tat the rate of five percent (5%) per annus on
, ,
1:ti2
declin~ng balances of said note, said interest to be
, ., ,
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EXHIBIT I,-p. 1 of 5
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12 II
,13
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,I
- 14 II
II
15 II
I
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20 II
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tbe sa2e time principal pay~ents are required to be made here-
ur-.der.
Said note shall rurther provide that if any interest
is not paid as it becoses cue, it shall be added to the principal
and bear a like rate of interest.
Said note shall further
provide that if any payment of either principal or interest
is not made as it becomes due, the entire balance of said note
remaining unpaid shall become and be in~ediately due and payable.
Said note shall also reserve to American the right to make pay-
mcuts on account of principal or interest in advance of their
due date without penalty.
Said note shall further provide
that in the event an action is co~menced to collect said note
or any part thereof, there shall be added to the judgment for
any principal or interest found by the court to be due such
additional sum by way of attorneys' fees as to the court having
jurisdiction of said cause shall seem reasonable, said attorneys'
.ce~'~ "-0 be due on t'n~ -F;-l"nn- o-F ~'Co"""Dl"~nt- ..l-c::,~'~'?"-'" ~"1::l I
J.. cO:> L 1 C.L.-L .LL.6 .L. a.... ....a.L "'. L~1...,~':<-~~....."'-)EL; \ I
- ' ' --'''- !.>,,,; ','~ ,
-:-,-~,,"?~ T.TA "T),"-~",,;;:,,;,,,,,,- ~'-_~~,~"..n~!;..."'-'!::- ~~-:-;'~,.-,,,-- ~ :",' \'
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~~~;;;,,~~~ ,,= "":~cpcry-\;<>(_
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American by December 16, 1968 shall provide WAPPO \vith copies
of any and all agreeo2nts or amendments thereto with creditors
of American which authorizes
the Derformance of ~his
..
r:-'2Dor'::~.ld'LL'11 of u;.-~de:c:s tanding and shall be in fOE:1 a::ld sl.'ibs tance
satis~ac~ory to counsel for WA??O.
American agrees that it will provid; such assistance in
verL,:y::'ng plaintiffs' trar.s&ct:ions as ~\T.L\.P?O shall fro~:l time to
L: :,r,::~ : ,c.-~;:::. r c: .
A:.:::.c:,:ical1 atLd
attorneys agree that the
&DD2al
,. ..
oE c.
its
L:&x?ay~r against the City o~ San Diego shall
., ... . . ..
o.e Q:_S::~~S~-3Cc.
by I>;:::c:_ .ubC:j: 16~ 1968, arid .to \}it::l:drc~\q T11otions by l-\n:2::icL:::-~
" ."
~~~"C:_c...(~ ':'0
, .
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. ~'l': "1 -7 .4--"\"
vc~~",-Q-'-L-Y
sc~ 2.ec tion or
s pee i .:l 1.
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C G-,-'.~""lS~: 1
G=:~
-jy C~~.2 )1:2t2 c:Z C3.:ifo:.:-r.i.i~, 1~'...::^~-~,::._-:'_cc..-~;.'3 se'~'~..Lei~-;.211t \'liL-. L~-_2
EXIII IT I,
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p. 2 of 5
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1 City 2nd COUGty of San Francisco, and all o~hcr pending motions
2
and challenges in the Western Pipe Cases.
3
AIT.erican and its attor2cys agree to execute a covenant in
4:
a rorm satisfactory
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8 II
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II
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to \vAP?O covenanting that AIT.erican and its
attorneys shall not rurther attack in any manner the validity
or HAPPO and the selection or special counsel by the State or
Cali ro:."nia.
Each plaintiff that is a signatory to \vAPPO shall release
its claim agains t Arr.erican, and special counsel ror HAPPO
shall stipulate to dismissal with prejudice and without costs
of its a9tion against American.
Protective Order:
No person attending the meeting bet\veen counsel on November
14 20 and 21, 1968 concerning the subject matter of t~is memorandum
15 o~ understanding shall divulge the nature thereor nor of any
16 of the subjects discussed thereat to any person whose
il
17 II
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responsibilities or duties to one or more ~f the parties herein
do not require that he be consulted concerning or inrorffied of
said discussions in order for one or more of said parties to
take action with respect to any or the subjects discussed on
said
dates,
and no officer,
1 ..c ~ ",-'
ernp_oyee or agenc OL any o~ Lile
partieS hereto shall disclose any or the aforesaid subjects
to
any other person' whose responsibilities
I:
!i
II
I!
I
or duties to
one or
,-, . - ,
IT.ore or tile partles 00 not
require such
other person to have
knowledge or such stibjects
in o:::c:e:::
for one or more or said
parties to take -action with
respect
thereto, until:
J2ce~~-,"~)21.." 2, 1963.> or 0:12 ci2:;l follo\<ri:--1.g clisL:iss&l G~ -:(..2
jury in the trial of Washington Public Power System Su?ply
\1. P:..:112r ican, \'lhichever- is l&-ter.
Cons~~=2tio~ of Sett12~22t:
Tte settlement herei~ ~cf2rrcd to resulted irom ~iscussions
b2t\'722D C01LQ321 ~or pl&inti~fs 2~d A~2rica~ in p~oce2ij_n~s
EXfII B1'1' I
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p. 3 of 5
1 02fo::2 t:he Eono:cable >:2:ctLl Peilce cOi.1cluded on Xov2L<cer 21, 1968
')
,."
In San Diego, California.
3
C01:Ltlsel fa:: t112 pc~rti2s l'1ereto e~.ch E.gree to r2CGlTJi1e:l,Q ilL
~ good faith, without qualificacion, and with full measure of
o support, the settlement set forth herein to their respective
S client o:c clients, it being understood that ratification by
7 such clients is necessary.
8
In consideration of the payment of the settlement amount
9 set forth in this memorandum of Lnderstanding, plaintiffs
10 shall deliver to American duly executed releases and stipulations
11 to dismiss as a.Dove provided, together ~vith duly 2dopted and
c
12 certified resolutions or equivalent documents ratifying and
13 confirming this settleme~t.
14 American agrees to furnish R6.PPO vlith ce::-tified copies of
15 the resolution of Ame::-ican Pipe and" Construction Company1s
l- 1::'0'
b02::-d of directors, and certified copies of the resolution of
17 Pipe Linings, Inc. (the latte:c conc2:cni~g the City of San
18
D-': r:-. l".;.-.~,;+-~ ) ..-,..-'-...;...... -; ..!.~"""r..!.\ ~ ~~..-.""\T'"' ,....._~.t:..; ""'-r---.. '-'"c"""'\rt
.1.2;:;0 l'-:l6c.'-:1..0::1 dl~~lior ",-Z1.."~6 HW....r 1..l.,;c.h ::; UJ..L~Cc~;:;; a1.....
attorneys
-19
to make this sett12ment.
20 The documents refe:creG to shall be in such Lors as shall be
21 agreed to Detwe2::1 ~\TAPPO aCid P.Icierican.
9-';>
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EXeCl.lt i011
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~12mo::- 2.r:_d-;,-:~~1:
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2{ I ~umber of counterparts with like effect as if all sigD2tures
ri'~ ~ 'Tj.... 7T"l0 ~ d~" .c ~-,-, "" :......~.- "'- "'"I-:"Id"
~n1..S ".Ie", raD wll 0-,- UuQc:,,:S,-c.c. ?-ng
executed :.n cny
..--.--.
~0
may'oe
were oh the origin21.
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DATED: November 21,
1968.
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EXETBI'l' I
~3 ~-_ IT n _ : i
P P~YlviE~'\11 S CflEDUL ~~ (:~;'O~': = .~\ CL lJD Il"J G II\~E~:ZES ~l)
Ja:mary 1, 1969
$1,2l5,200
P .- 1 -C"9
,prll .L, l.~O'
505,8CO
July 1, 1969
505,800
October 1, 1969
505,800
J m-.u2ry 1, 1970
505,800
A~) r ill, 19 70
505,800
July 1, 1970
505,800
Jc:.nuary 1, 1971
July 1, 1971
J &;:-i1.1ary 1, 1972
July 1, 1972
J~ 2.i.1uary 1 1973
.1.,
July 1, 1973
J aLmary " 1974
...,
July 1, 197!;.
January 1, 1975
472,300
L~ 7 2 , 3 0 0
!J,72 ,300
472,300
L~72,300
472,300
472,300
472,300
471,600
Total
S8 ::;00 000
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EXHIBIT I
p. 5 of 5
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RELEASE OF AMERICAN PIPE & CONSTRUCTION CO.
1. This release is executed in favor of and for
the benefit of American Pipe & Construction Co., a California
corporation, together with its subsidiary and affiliated
companies and the present and former officers, directors,
employees and agents of American Pipe & Construction Co. and
its subsidiary and affiliated companies, including successors
by merger, the heirs, representatives, executors, adminis-
trators, successors and assigns thereof (hereinafter designated
as "American").
2. This release is executed by
the CITY OF GILROY
hereinafter designated as "Releasor".
3. This release concerns and relates to the
following products and services manufactured or supplied
by American: concrete or steel pipe or any other products
or services associated with the construction of pipelines
and other installations utilizing concrete or steel pipe,
including by way of illustration only and without limiting
the generality of the foregoing, the lining or coating of
new pipe, the rehabilitation of used pipe, both in place
and elsewhere, pipe lining materials such as "Amerplate,"
either separately or as a constituent part of pipe manu-
factured by American or others, and "specials" such as
manhole pipe and fittings manufactured, sold by or supplied
by American (hereinafter designated "pipe products").
4. The period of time covered by this release is
prior to January 1, 1969, but includes nevertheless any
transactions between American and Releasor either directly
1.
EX H 1 B 11 U.
1 or indirectly which transactions are still pending as of
2 January 1, 1969.
3
5. For and in consideration of the sum of One
4 Dollar ($1.00) and other valuable consideration paid by
5 American to Releasor, the receipt of which is hereby
6 acknowledged, Releasor hereby forever releases, discharges
7 and acquits American of and from each, every and all claims,
8 controversies, actions, muses of action, obligations or
9 liabilities of any nature whatsoever, now or hereafter
10 known, suspected or claimed, which Releasor or any of its
11 agents ever had, now has or hereafter can, shall or may
12 have or allege against American based upon allegations of
13 conspiracy, collusion, monopoly or attempted monopoly, which
14 might be asserted under the Clayton Act (15 USC, ~~ 15 and
15 26), or under any other state or federal antitrust trade
16 regulation or similar law giving rights to relief under
17 the same or similar circumstances; and in connection with
18 the foregoing only, Releasor expressly waives the provisions
19 of Section 1542 of the Civil Code of the State of California,
20 reading:
21 "1542. (Certain Claims Not Affected by
General Release.) A general release does
22 not extend to claims which the creditor
does not know or suspect to exist in his
23 favor at the time of executing the release,
which if known by him must have materially
24 affected his settlement with the debtor."
25
6. Releasor warrants that the persons executing
26 this document on behalf of Releasor are fully authorized
27 so to do and Releasor makes such warranty in full knowledge
28 that Releasee has no independent knowledge of the authority
29 or lack thereof of such persons but is relying upon
30 Releasor's warranty.
31 /
2.
1
7. Any claim, action or controversy concerning
2 this release shall be determined under the laws of the
3 State of California.
4 IN WITNESS WHEREOF, Releasor has caused this
5 release to be executed this
6th
day of January
,
6 19~.
7
8
CITY OF GILROY
(Full name of Releasor)
9
10
By
B. Goodr1ch
11
Office
12
Attesting
?ft;;~ t-.
teinrnetz
13
Office
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3.
WESTERN ASSOCIATED PIPE
PLAINTIFFS' COMPACT
1. This Agreement is made and entered into this
14th day of July , 1967, by and between the parties
set forth on attached Exhibit "A."
Background to and Purpose of Compact:
2. The parties have each for some t~me asserted
against defendant American Pipe and Construction Co:npany
(hereinafter usually called "American"), and otpers in
Federal Court complaints and causes of action alleging
damage occasioned by activities in violation of the federal
antitrust laws.
3. Certain of the parties are also asserting com-
plaints and causes of action of the same nature against
American Vitrified Products Co. (hereinafter called "Amvit")
and certain of the parties are asserting complaints and
causes of action of the same nature relating to in-place
pipe rehabilitation against Pipe Linings, Inc., a subsidiary
of defendant American.
4. The parties are in the process of effectuating
an agreement with certain other defendants in the above actions
concerning the pipe transactions of said other defendants and
their respective liabilities with respect thereto and reserving
to the parties ~heir causes of action against all other persons,
firms, and corporations, including American, Amvit and Pipe
Linings, Inc.
5. The parties have been and are currently required
by the Court in their handling, past and present, of this
mass of litigation (hereinafter collectively referred to as
the "Western Pipe Cases" or the "litigation") to
cooperate and to coordinate their respective activities through
a single counsel and an attorneys' steering committee
1.
EX I-! lBn I
.fl
without any assurance of relative trial priority inter se
or of any specific degree of trial consolidation and to
proceed to collective and simultaneous preparation for
trial of all causes pending against American.
6. It further appears from the volume of claims
now asserted against American by the parties that successful
early trial of only some of said causes and execution of
judgment thereon could substantially prejudice the
co11ectibility of other claims of equivalent merit and equity.
7. To achieve equity and parity of right and
bearing in mind the ultimate equivalence of the public
interest in all meritorious claims, the parties intend by
this Compact to provide a contractual framework to accomplish,
among other things, tge following:
(b)
(c)
(d)
(e)
(a)
Create an organization named and
hereinafter called, "Western Asso-
ciated Pipe Plaintiffs' Organiza-
'tion," or, "WAPPO, II which will
equate their diverse interests,
sum their common interests anq'
decide on steps to be take0 by
the parties in the Western Pipe
Cases;
Create an Executive Committee of
WAPPO to oversee the day-to-day
conduct of the Western Pipe Cases
by special counsel;
Arrange for the engagement of quali-
fied special counsel to conduct the
Western Pipe Cases on a day-to-day
basis until concluded, subject
to the supervision and control of
Executive Committee;
Provide for the financing of the
Western Pipe Cases and the
appointment of a Financial Committee
composed of two trustees to handle
and administer all financial provisions
of this Compact;
Provide for the distribution of pro-
ceeds realized from the Western Pipe
Cases among the parties on a pro rata
basis in accord with the verified dollar
magnitude of each par's claim;
and
2.
NOW, THEREFORE, in consideration of the foregoing
promises, recitals, objectives and purposes, and for other
valuable consideration, the parties hereto mutually agree,
as follows:
WAPPO:
Organization, Membership, Powers and Duties,
Voting, Procedures, Activities,Miscellaneous
8. There is hereby created the Western Associated
Pipe Plaintiffs' Organization (WAPPO), whose membership
shall consist of each party to this Compact and each of
which parties shall be represented in WAPPO activities by
and act through a representative who is an attorney. This
attorney may represent more than one party. (A party may
designate alternate representatives.) Each party hereby
delegates to its representative all necessary authority,
subject to reasonable reports, to carry out Compact, except
as to those matters expressly requiring party governing
body action.
9. WAPPO shall meet on the call, reasonably
noticed, of Executive Committee, special counsel, or of
35% of the votes of WAPPO members evaluated by the formal
(transaction basis) vote prescribed herein.
10. Voting at WAPPO Meetings:
(a) Unless any representative requests
a formal transaction basis vote or this Compact elsewhere
so requires, representatives shall each vote on the matter
being considered, each representative to have only one
vote regardless of the number of parties he represents.
This shall be known as the "informal voting basis.".
3.
',". "~~:".-='~,~;:-:-::,:"=,;:,;:~~:, ;:::;:';;c:; ,....:-.
'~'-:;':~':"'::~':';"':';-:-;-':;;';":';i':':'.':';(":";-;T.:';-;;;7;' ':i7;:;';"."'~;.:;-:';f;":;-:;;;:-"'0'l;'>-.~'_'\-;r.";,,;,-: ....\?\l.'*":r.;;~;"i;.~i7~-;~:::;-:~;r:~
(b) Whenever a representative requests a
formal (transaction basis) vote or this Compact so requires,
the matter in question shall be determined by formal vote
and formal vote shall supplant informal vote on the same
matter if occurring at the same WAPPO meeting. In a formal
vote each representative's vote shall be weighted to reflect
inter party the % of dollar volume of the parties for whom
the representative votes and represents to all parties' dollar
volume (i.e., 100%) based on pipe acquisition transactions
of the parties from American as determined from the 8-year
verified transaction statements of American (Sept. 1, 1954
- Aug. 31, 1962, inc.) on file with the Bank of America
National Trust and Savings Association in San Francisco in
its capacity as agent in effectuating the agreements
referred to in paragraph 4, above.
(c) Any representative at any WAPPO meeting
may request either an informal or formal vote on any matter
and if the request is seconded the vote shall be taken.
(d) Unless otherwise ,specified herein, an
informal vote shall be decided by a simple majority of
those present and voting; and a formal vote shall be
decided by 51% of the dollar volume present and voting.
11. Duties of WAPPO Representative:
Each member shall perform such litigation
tasks as are assigned to it by special counsel and/or the
Executive Committee or by majority WAPPO vote. Such tasks
are to be distributed as equitably as possible.
12. A quorum for WAPPO meetLngs i3hall be 51%
of the dollar value of the 8-year period American verifi-
cation statements.
13. The designated WAPPO representatives of the
parties are set forth on Exhibit "A" opposite the name of
the party represented.
4.
. ," . .
EXECUTIVE COMMITTEE:
Organization, Membership, Powers and Duties,
Voting Procedures, Miscellaneous.
14. The Executive Committee shall consist of one
WAPPO representative from each of the following parties or
groups of parties:
(a) Pacific Northwest
(0) State of California
(0) LOB Ang~l~B County Flood Control District
(d) City of San Diego
(e) Other California plaintiffs
Such representative may be removed by either the naming
party or by a 90% formal WAPPO vote but the successor shall
be named by the naming party. A party may voluntarily resign
its right to designate a WAPPO Executive Committee representa-
tive, in which case a 51% formal WAPPO vote shall designate
the suceeeding naming party. The members of the Executive
Committt?e and their alternates are set forth on attached
Exhibit "B." An alternate may vote in the absence of his
principal.
15. The permanent Chairman of the Executive Committee
shall be the representative of the State of California.
16. The Executive Committee shall meet as needed in
its or its chairman's discretion to carry out its duties and,
in addition, shall meet on call, reasonably noticed, of
special counsel.
17. Executive Committee meetingf! shall be limited to
its personnel, their aides as needed and the ex officio members
who shall be, however, without vote. Said ex officio members
are special counsel, his aides as needed and the members of
the Financial Committee established by this Compact.
18. Any WAPPO member may (but without vote) attend
Executive Committee meetings where his case is under special
consideration or the meeting is with representatives of
American and his case is under special consideration.
5.
19. Any HAPPO member may attend (but without
vote) any Executive Committee meeting where he is requested
.
to attend by a committee memberJ but such request shall be
for cause..
20. .Executive CommitteeJ subject to the terms'
and conditions of this CompactJ shall have full authority
to supervise and control special c01.msel in his carrying out
of the day-to-day administration of the litigation,.. Execu-
tive Committee shall report on its activity at WAPPO meetings
called as the litigation situation renders desirable. Where
still feasibleJ WAPPO may review and reverse Executive
Committee decisions by majority vote.
21. Representatives of the Executive Committee
may attend such of. special counsel's meetings with repre-
sentativeof defendants as said committee chooses.
22. Voting at Executive Committee Meetings:
All Executive Committee matters shall be determined in
Executive Committee meetings by a simple majority of the
members presentJexcept those matters otherwise treated in
this Compact. A quorum' for Executive Committee meetings
shall be three members unless the non-appearing members
waive a quorum.
, 23. Executive Committee members shall be reimbursed
their reasonable travel and living expenses in attending
meetings of the Executive Committee duly called as provided
in this Compact.
SPECIAL COUNSEL:
Engagement of - Basic Termsj
Powers and Duties.
,
24. The provisions1of this Compac ~= .:;h''l. 11 control
I
over the provisions of the ,contract of eng~ge~2nt of special
, counsel' and that contract shall so aCkno1,';lsd,.;':;.
6.
4
25. The Executive Committee shall contract
behalf of WAPPO for the engagement of special counsel
sistent with the provisions of this Compact.
26. Special counsel shall be entitled to be reim-
bursed for expenses incurred in carrying out his duties, as
follows: personal expenses such as transportation, hotel
and living expenses, and the ~sual expenses of litigation,
such as reporters' fees, deposition costs and handling of
documents may be incurred without prior approval by the
Executive Committee. Extraordinary expenses such as expert
witness fees or the employment of personnel, must be approved
in advance by the Executive Committee. Expenses will be
paid for on a monthly basis based on statements thereof
submitted to and approved by the Executive Committee and
Finance Committee.
27. Special counsel shall receive for his services
his out-of-pocket expenses and 10% of amounts recovered from
American, American Vitrified, and Pipe Linings, Inc. in
concluding all the litigation against said defendants, after
first deducting the out-of-pocket expenses of WAPPO from
such recovery. These shall include all joint WAPPO expenses
but not those of the individual members. Any awards of
attorneys' fees or costs shall be held and distributed by
the Finance Committee in the same manner as are proceeds of
settlement or judgment.
28. Special counsel shall not receive on account of
his 10'% contingent fee more than $500,000 unless and until all
WAPPO causes of action against said defendants now on file or
subject to a motion to add in the litigation have been terminated.
29. Subject to this Compact, the day-to-day super-
vision and control of Executive Committee and the rendition
of adequate and timely reports to the Executive Committee,
special counsel shall have the duty, responsibility,
7.
.
and authority to conduct the litigation to a final con-
clusion on behalf.of all HAPPO members. Special counsel,
with majority Executive Committee approval" may determine
the trial priority stance of \IJAPPO before the judiciary.
30. Special counsel is not obligated to initiate
and conduct an appeal except as he is directed by the
Executive Committee, but shall be obligated to defend all
appeals.
FINANCE COr~1ITTEE
Organization, Membership" Powers
and Duties. ..
31. There is hereby created the Finance Co~~ittee
.
of WAPPO, composed of two individuals" Robert M. Desky, Esq.
and John M. Burnett, Esq., who shall function vis-a-vis
WAPPO as trustees in the matters here set forth.
32. The Finance Committee shall be the historical
successor and heir to the financial actministrators of the
Association of Pipe Antitrust Plaintiffs (APAP), who
arranged for and handled group financing of the litigation
prior to about July 1,1967.
33. The Finance Committee shall arrange for and
handle the funding of future litigation expenses and the
payment thereof. Funds for the payment of litigation
expenses will be obtained from the parties comprising WAPPO
by means of pro rata assessment based upon the American 8-
year verification statements. Such assessments shall be
proposed by the Finance Committee from time to time in such
amounts as' may be ne'cessary to provide a' fund for the payment
of anticipated expenses 'of the litigation and shall be
approved by the membe rs of :tJAPPO. . E:::.ch membe r of ItJAPPO
hereby agrees to pay approved aSSSSS8enGS pro~9tly upon
demand.
.
34. The Finance Committee is authorized to make
suitable arrangements for the sa~ekeeping of all funds
received by them or subject to their order and to engage,
at WAPPO expense, clerical personnel as required in carrying
out their duties hereunder.
35. The Finance Committee shall handle all financial
dealings with special counsel and the Executive Committee,
the payment of expenses and all other financial aspects of
the litigation. The Finance Committee shall make the necessary
arrangements for and shall oversee the distribution of
proceeds of all recoveries contemplated herein.
Authority to Negotiate Settlements, to
Recommend Approval of Settlements, to
Approve Settlements.
36. Except as hereinafter provided, special counsel
shall only be authorized to effect a negotiated settlement
of any cause or causes of action upon unanimous recommendation
of all members of the Executive Committee. In the event that
settlement of one or more causes of action, but less than
all, is to be negotiated, the recommendation of the attorney
or attorneys of record for the plaintiff or plaintiffs
involved shall also be secured. With respect to any case,
however, which is in the course of trial (i.e., called for
trial by the clerk and on which hearings are currently pro-
ceeding prior to verdict, or in the instance of a court trial,
prior to submission of the cause for decision), special counsel
shall be authorized to effect a negotiated settlement of the
case at trial upon the recommendation of three out of five
members of the Executive Committee, provided that under such
circumstances the additional recommendation of the attorney or
attorneys of record for the plaintiff or plaintiffs whose
claims are being tried must also be secured. Notwith-
standing the foregoing provision, however, any settlement
which shall constitute a settlement of the claims of
9.
"
all pIa in tiff:::; agalns t one or more de fcndan ts in the
Western States Pipe Cases must receive the unanimous re-
commendation of all members of the Executive Committee.
37. It is expressly agreed that no party shall
settle any- cause of action referred to herein in which it
is a plaintiff except in accordance with the provisions of
this Compact. In the event that any settlement is recom-
mended by special counsel and by the Executive Committee
in accordance with the provisions of the preceding paragraph
36, it is agreed on behalf of all attorneys of record for
WAPPO membe rs that they, and each of them, viiI 1 J in good
-
faith, recommend approval of such settlement to their public
agencies or superio~~ that they represent.
38. Notwithstanding any other provision of this
Compact, the governing bodies of the parties hereto
expressly reserve the right to approve or disapprove any
settlement affecting their respective causes of action.
This reservation, however, shall not be deemed to affect
the authority delegated by this Compact to WAPPO, the
Executive Committee and special counsel as regards the
day-to-day conduct of the litigation.
Distribution of Proceeds of Settlement and
Judgments Obtained in the Litlgation.
39. All monies recovered 2nd received from de-
fend2nts American, Amvit and Pipe Linings, L~c. as the pro-
ceeds of either a settlement negotiated and agreed upon or
a Judgment rendered in the litigation shall be transferred
~~ediately upon receipt to the order of the Finance Com-
mittee for deposit in a St2te or national bank designated
by said Finance COITl..c'TIittee, and shall be distributed as pro-
. vlded hereinafter.
10.
.
40. Proceeds: Priority of Distribution. All
proceeds received by the Finance Committee shall be dis-
bursed according to the following priorities:
(a) Fees of a bank, if any, serving as a
depository, or agent for payment.
(b) Other expenses of distribution.
(c) Reimbursement of all plaintiffs for the
litigation expenses advanced or paid by them to WAPPO pursuant
to assessments duly made in accordance with this Compact.
(d) Payment to special counsel of the fees
and expenses authorized in accordance with this Compact.
(e) The balance of the proceeds as provided
in paragraph 41.
41. Proceeds: Distribution of recoveries from
defendant American and Pipe Linings, Inc. After payment of the
expenses referred to in the preceding paragraph, the balance
of the proceeds (hereinafter referred to as "net proceeds")
received from defendants American and Pipe Linings, Inc.,
whether by settlement or judgment in any cause of action
in the Western Pipe Cases shall be distributed among all
the parties to this Compact in proportion to the dollar
value that each party's pipe acquisition transactions from
American bears to the total transactions of all the parties,
using the transaction verification statements of American
for the 8-year period referred to in paragraph 10(b), above,
as supplemented by the additional transaction verifications
required by court order of American for the periods January 1,
1950 through August 31, 1954, inclusive, and September 1,
1962 through December 31, 1963, inclusive, the aggregate of
all such periods being referred to herein as "the 13-year
period." Additionally, pipe rehabilitation transactions of
11.
..
~he City and COlmty of San Francisco to a maximum of $3
million, and of the City of San Diego to a maximum of $1.25
million, if said entities or either of them are parties to
this Compact, will share ,in the distribution of the net
proceeds that are the subject of this paragraph on the
basis of 50% of the amounts of suc~ transactions as verified
by American or Pipe Linings) Inc. within the said 13-year
period.
42. Proceeds: Distribution of recoveries from
Amvit= All net proceeds) as defined herein, of the liti-
gation received from defendant Amvit) whether by settlement
~
or Judgment, shall be distributed exclusively to the party
or parties who have specifically asserted complaints and
causes of action against said defendant) in proportion to
the dollar value of the pipe acquisition transaction of
each such party, determined or verified in such manner as
may be agreed in writing by all of said parties participating
in this distribution.
43. Proceeds: Partial d:Lstribution. No partial
or interim distribution of proceeds of any settlement or.
judgment or any combination thereof shall be made except by
formal 75% vote of the parties to this Compact. No such
partial or interim distribution shall be made or calculated
until the parties shall have been reimbursed in the amount
of the assessments previously paid to the Finance Committee
'for litigation expenses and unt:Ll after special counsel fees
and other major litigation expenses then due and owing shall
have been paid, or Feserve for such payments has been set
aside. The sum of all partial or interim distribution of
net p~oceeds, as defined herein, shall not exceed $5 million.
Part payments on account of sp~;ci,J.1 coun:J,,::2.:3 r fees should
be made as requested) based upon the cash received and
12.
.
~
available for such payments, having in mind t~e priority
of payments specified in paragraph 40 above. In no event
shall a tot,al of more than $500,000 be paid special counsel
until the termination of this litigation when all balances
J
due shall be paid.
44. Proceeds: Extraordinary and final distribution.
Distribution of proceeds not accounted for by paragraph 43
above, shall be made only upon a 90% formal vote at a WAPPO
meeting, especially called to consider extraordinary or
final distribution. Prior to any final distribution meeting,
the Finance Committee shall take all steps necessary to
arrange for the payment of all WAPPO obligations and the
winding up of its fiscal affairs. Upon the completion of
final distribution of all proceeds of the litigation and the
rendering of its final report by the Finance Committee, WAPPO
and t,his Compact shall terminate.
45. Execution: This Compact may ])e executed in
counterpart by the parties thereto.
IN WITNESS WHEREOF, the parties hereto have caused
these presents to be subscribed by their representatives duly
empowered so to do as of the day, month, and year hereinabove
first written by subscribing these presents on the spaces
provided on attached Exhibit "A," which is hereby made a
part hereof.
13.