Reso 0280-06/1967 RESOLUTION ~ 280
(Or Equivalent Document)
WHEREAS:
1. SAN MAECOS COUNTY WATER DISTRIICT
(insert name of plaintiff)
(hereinafter referred to as "this entity'l) is a plaintiff in
one or nlore antitrust damage actions generally described as
the West Coast Pipe Cases.
2. On May 5, 1967, a written "Memorandum of
Understanding for Settlement of West Coast Pipe Cases Between
All Plaintiffs and Certain Defendants" was entered into by
counsel for plaintiffs in said cases and counsel for defen-
dants United States Steel Corporation, Kaiser Steel Corpora-
tion, Martin-Marietta Corporation, U. S. Industries~ Inc.~
United Concrete Pipe Corporation snd Smith-Scott Co., inc.~
hereinafter collectively referred to ss "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
payment to the designated Agent or all plaintiffs of the
sum of $21,270,000 of which sum $18,587,000 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. end United Concrete Pipe Corporation.
4. TRUST DEPARTMENT, BANK OF AMERICA, NT & SA,
300 Montgomery Street San Francisco, California 94102 has
been designated by plantiffs as their Agent under said
Memorandum of Understanding.
5. In order to consummate the compromise and
settlement 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 plaintiff's 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 governimg
body of this entity as follows:
1. Said Memorandum of Understanding for Settlement
of West Coast Pipe Cases Between All plaintiffs and Certain
Defenmants dated May 5, 1967 and the compromise and settle-
ment provided for the are hereby ratified, affirmed and
approved.
2. The designation of TRUST DEPARTMENT, BARK OF
AMERICA, NT & SA, 300 Montgomery Street, San Francisco,
California 94102 as Agent for all plaintiffs ~s hereby
ratified~ affirmed and approved.
3. paymemt 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 to, 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 fits act anq deed, and under its seal, a Covenant Not to
Sue in the form attached hereto as Exhibit A.
5. Counsel of record in sa~d 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 writtings 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
CERTIFICATE
The undersigned hereby certifies that he is the duly
elected~ qualified and acting Secretary
(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 Board of Directors
(insert name of board of governing body)
thereof at a meeting duly and regularly called, noticed and
held on the 5th 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 ofi'icial seal of said entity
this 5th day of June , 1967.
Secretary
(insert title of certifying officer)
(AFFIX SEAL)