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CC RESOLUTION 2451I 3, 0 ,, s w RESOLUTION NO. 2451 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA AUTHORI- ZING SETTLEMENT OF CERTAIN LITIGATION. THE CITY COUNCIL OF THE CITY OF EL SEGUNDO RESOLVES AS FOLLOWS: SECTION 1. That the settlement of the suit filed on behalf of the City of E1 Segundo against Witco Chemical Corporation and Robert L. Feldman entitled The State of California, et al. , v. Standard Oil Company of California, et al. , Civil Action No. 51107, a copy of which is attached hereto, is hereby authorized, approved and ratified. SECTION 2. That the Mayor Pro Tempore be and he is hereby authorized to execute and deliver the final release approved by the Attorney General (Exhibit C of the Settlement Agreement) and the Attorney General is hereby authorized to cause the suit to be dismissed without prejudice, each party to bear its own costs and attorneys' fees. PASSED, APPROVED and ADOPTED this 14th day of August , 1972. ayor vro 'rempore ATTEST: Jane D. Hough City Clerk • (SEAL) r By: p( z_ eputy J 'I- li 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 171 18'. 19 20 21 22 23 24 25 26 27 28 29 30 31 32. I i "I f ) I SETTLEMENT AGREEMENT 1. Witco Chemical Corporation ( "Witco ") and Robert L. Feldman ( "Feldman ") are named as defendants in certain antitrust cases brought by various governmental entities alleging violations of the Sherman Act in connection with the manufacture and sale of liquid asphalt. These cases, along with the cases described in paragraph 2, have been consolidated for pretrial purposes and are currently pending in the United States District Court for the Northern District of California. (In re Coordinated Pretrial Proceedings in the Western Liquid Asphalt Cases, Master File No. 50173 RES.) A list of such cases, and the names of all plaintiffs and intervenors, is attached hereto as Exhibit A. 2. A number of other private antitrust cases brought by governmental and other entities alleging violations of the Sherman Act in connection with the manufacture and sale of- liquid asphalt have been consolidated for pretrial purposes along with those cases listed on Exhibit A, and are also currently pending in the United States District Court for the Northern District of California. None of these cases names either Witco or Feldman as a defendant, but the allegations in these cases are essentially the same.as in the Exhibit A cases. These cases, and the names of all plaintiffs and intervenors, are listed on Exhibit B hereto. 3. Witco and Feldman and all plaintiffs and intervenors desire to enter into this Settlement Agreement with respect to all cases listed in Exhibits A and B, upon the basis hereinafter set forth. 4. The undersigned counsel for plaintiffs and intervenorE are authorized to enter into this Settlement Agreement on behalf of all the plaintiffs and intervenors in all actions listed on Exhibits A and B, subject to ratification and confirmation by each E X H I B I T 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29' 301 311 321 of the plaintiffs and intervenors. 5. This agreement has been reached solely in order to avoid the expense, inconvenience and uncertainty and delay incident upon further litigation of these claims, and without the admission of any liability on the part of any defendant. NOW, THEREFORE, IT IS AGREED by and between the plaintiffs and intervenors shown on Exhibits A and B hereto, and each of the defendants Witco and Feldman, that: Agreement 6. At closing, liaison counsel for plaintiffs (Office of the Attorney General of California, Michael I. Spiegel) shall deliver to counsel for Witco and Feldman separate Final Releases duly executed by an authorized officer of each plaintiff and intervenor in all cases listed on Exhibits A and B, said releases to be substantially in the form attached hereto as Exhibit C. 7. At closing, liaison counsel for plaintiffs shall deliver to counsel for Witco and Feldman a certified copy of a duly adopted and certified resolution substantially in the form attached hereto as Exhibit D (or other written action having equivalent legal effect) for each plaintiff and intervenor in all cases listed on Exhibit A, specifically approving and ratifying this Settlement Agreement and the execution of the Final Release, and approving and authorizing the entry of the Stipulation and Order of Dismissal pursuant to paragraphs 9 and 16 hereof. 8. At closing, liaison counsel for plaintiffs shall deliver to counsel for Witco and Feldman a certified copy of a duly adopted and certified resolution substantially in the form attached hereto as Exhibit E (or other written action having equivalent legal effect) for each plaintiff and intervenor in all cases listed on Exhibit B, specifically approving and ratifying this Settlement Agreement and the execution of the Final Release. Any plaintiff or intervenor that is not a government entity shall submit an 2 i 1 equivalent document executed by an authorized officer thereof. 2 9. Each of the civil actions listed in Exhibit A hereto 3 shall be dismissed without prejudice as to defendants Witco and 4 Feldman, with each party to pay its own costs and attorneys' fees. 5 At closing, liaison counsel for plaintiffs will deliver to counsel 6 for Witco and Feldman a separate Stipulation and Order of Dismissal 7 for each of the cases listed on Exhibit A, in the form attached 8 hereto as Exhibit F, duly signed by all attorneys of record 9 specifically authorizing and approving the entry of same. 10 10. Feldman shall dismiss without prejudice his appeal 11 presently pending before the Ninth Circuit Court of Appeals in the 12 case of Maricopa County v. American Petrofina, Robert L. Feldman, 13 No. 71 -1350. At the closing, counsel for Feldman shall deliver to 14 liaison counsel for plaintiffs an appropriate stipulation dismissing 15 such appeal. 16 11. At closing, Witco will deliver to liaison counsel for 17 plaintiffs its check in the sum of Seventy -Five Thousand Dollars 18 ($75,000) payable as directed by liaison counsel, plus interest 19 from the date of this agreement until the closing date or until a 20 date three (3) months subsequent to the date of this agreement, 21 whichever comes first, at a rate of four percent (4 %) per annum. 22 Plaintiffs acknowledge that the proceeds of said check will be used 23 to the benefit of all plaintiffs and intervenors in all cases listed 24 on Exhibits A and B hereto, but Witco and Feldman will have no 25 responsibility for distribution or allocation of such proceeds. 26 12. It is understood that neither the settlement herein 27 referred to nor the consideration to be paid therefor is predicated 28 upon any sales of asphalt made to plaintiffs or intervenors, or any 29 of them, directly or indirectly, by any defendant or other supplier 30 of asphalt, or any of their subsidiaries or affiliates. 31 13. It is further expressly agreed that plaintiffs, and 32 each of them, reserve and maintain that neither such settlement, nor 3 1 2 31 41 5 6 7 8 9 10 11 12 13 14 I 15I 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 the consideration therefor shall in any way or to any extent relate to, limit, narrow, waive or otherwise affect in any manner or degree, any right or rights which plaintiffs or intervenors, or any of them, may have against any other defendant or other supplier of asphalt, or any of their subsidiaries, affiliates, officers or employees. 14. Witco agrees to make its documents available pursuant to existing discovery orders upon reasonable request by liaison counsel for plaintiff. 15. Counsel for the parties hereto each agree to recommend in good faith, without qualification, and with full measure of support, the settlement set forth herein to their respective client or clients, it being expressly understood that ratification by all clients is necessary. Counsel for the parties hereto each agree to use every effort to obtain the necessary r ratification of the settlement by their respective clients as expeditiously as possible. 16. Undersigned counsel for plaintiffs and intervenors shall not recommend the filing of any further actions by any government entity or any other person or business concern alleging violations of the antitrust laws in connection with the manufacture or sale of liquid asphalt naming Witco and /or Feldman as a defendant. Undersigned counsel for plaintiffs and intervenors represent that at the present time they are not aware of the existence or intenti of filing of any such suit. 17. The "closing date" referred to herein shall be five (5) days from and after the date on which liaison counsel for plaintiffs notify counsel for Witco and Feldman that all plaintiffs and intervenors have ratified the settlement. The Stipulation and Order of Dismissal shall be filed on the Closing Date. Liaison counsel for plaintiffs and counsel for Witco and Feldman shall communicate the settlement to Judge Russell E. Smith, and request 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14I 1511 161 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 that he approve the settlement and sign and enter the orders of dismissal. 18. This Settlement Agreement (unless, in the opinion of counsel for any party hereto it is required by law, statute, i ordinance or regulation) shall not be filed with the court papers and shall not be furnished or disclosed to anyone other than Judge Russell E. Smith, the parties hereto and their attorneys and the necessary officers and agents. The only settlement papers to be filed with the court shall be the Stipulation and Order of Dismissal in the form attached hereto'as Exhibit F. 19. This Settlement Agreement may be executed and delivered in several counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same instrument. ENTERED INTO this day of March, 1972. STATE OF CALIFORNIA (51107) Liaison Counsel for Plaintiffs STATE OF ARIZONA (51092) Pima County Conconino County Cochise County City of Yuma City of Jouglas CITY & COU'14TY OF SAN FRANCISCO (51331) 5 GIBSON, DUNN &-CRUTCHER IRWIN F. WOODLAND PAUL G. aul u. Bower Attorneys for Witco Chemical Corporation and Robert L. Feldman MICHAEL I. SPIEGEL Deputy Attorney General FREDERICK P. FURTH PETER C. HALEY 39 MILTON H. MARES Deputy City Attorney By 11I CITY OF SAN DIEGO (C -69 -589 & C -70 -186) 21 I 311 4 !I 5I� STATE OF OREGON (50173) I I; 6' , gi STATE OF WASHINGTON (C -70 -187) i STATE OF ALASKA (C -70 -184) 9� I 10 11iI STATE OF ALASKA (C -70 -184) 1211 I 13 14�(MARICOPA CO., ARIZONA (C -70 -185) 15 I r 16 II 17iCASCADE CONSTRUCTION CO. (49638) PIONEER CONSTRUCTION CO. (49808) 18� 19 !I 20: DEAN MILLER ( 4 8 3 91) 1,11 PAGE PAVING CO. (50307) 21KLAMATH COUNTY (51258) , CITY OF PORTLAND, ORE. (C -69 -4) 22 S0140MA CO. ( 517 01) 23 i!CITY OF SANTA CLARA (52337) 24 25' I 26 2711WAKIAKUM CO., WASH. 'TOWN OF LANGLEY, WASH. 28 ISLAND CO., WASH. I�CITY OF EVERETT, WASH. 29;GRANT CO., WASH. (Intervenors In State of Wash.) 30 I, C. WI De By EL AE By C. FE By C. At By RC DE By HI Ca B� GL Of By MI M. Of By T. Cc i i M. FITZPATRICK, Chief :yep. CAI LLIAM H. KRONBERGER, JR. puty City Attorney WARD A. NUGENT sistant Attorney General DAVID SHEPPARD, Esq. rguson & Burdell KENT EDWARDS, Esq. torney General NALD W. MEYER, Esq. puty County Attorney NRY A. CAREY, JR., Esq. rey & Hanlon IDO SAVERI, Esq. fice of Joseph L. Alioto CHAEL R. DOWNEY, Esq. VAN SMITH, Esq. j fice of the City Attorney PATRICK CORBETT, Esq. rbett, Siderius & Lonergan I I II �I 1 2 I 3' 41 5 61 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 KING CO., WASH. (Intervenor in State of Wash.) NORTH SHORE SCHOOL DIST. #417, State of Wasnington CITY OF SEATTLE, WASH. (Intervenor in State of Wash.) CITY OF PHOENIX, ARIZONA (C -70 -428) CITY OF LOS ANGELES (C -70 -540) CITY OF TUCSON, ARIZONA (C -70 -56 TUC) I I FAIRBANKS NORTH STAR BOROUGH (Intervenor in Alaska Case) I 1 CITY OF KETCHIKAN, ALASKA (Intervenor in Alaska Case) I CITY OF ANCHORAGE, ALASKA (Inter_venor in Alaska Case) CITY OF FAIRBANKS, ALASKA (Intervenor in Alaska Case) I I , I 7 JA Ch By CA By GC As By BP As By FF De By HE DC As By JC Fe By EE Ci By J. Ac By BE Ci By MES E. KENNEDY, Esq. ief Civil Deputy PLINGER & MUNN RDON F. CRANDALL, Esq. sistant City Attorney RRY LEVERANT, Esq. sistant City Attorney ANK WAGNER, Esq. puty City Attorney i RBERT E. WILLIAMS, Esq., CA NALD C. DEAGL_E, Esq. sistant City Attorney HN A. CARLSON, Chairman irbanks North Star Borough WARD A. STAHLA ty of Ketchikan H. SHORTELL, JR. ting City Attorney N T. DELAHAY, Esq. ty Attorney I III COPP PAVING CO. (70- 1394 -UWW) 21 3 II 4; STATE OF ARIZONA CONCONINO CO., ARIZONA 51 COCHISE CO., ARIZONA PIMA CO. , ARIZONA 611 CITY OF YUMA CITY OF DOUGLAS 711 I 8 9I 10 1 11 12 I.i 13 {� CITY OF MESA, ARIZONA ( 5109 2 ) 14 151 16,MOHAVE CO., ARIZONA i 17 j i� 18:1 I 191CITY OF SPOKANE, WASH. 201 I 21j I 221 I 231 2� u 2 511 2611 271! 28 li I, 29,1 I 30 , 3111 32I1 M. JACK. CORINBLIT, Esq. Corinblit & Shapero By BERT L. BLUEMLE, Esq. MES R. HOLMAN, Esq. lman & Lewis RY K.-NELSON, Esq. torney General ate of Arizona LaMAR SHELLEY, Esq. ty Attorney ONARD C. LANGFORD, Esq. unty Attorney MES GILLESPI, Lsq. I 1 ti I RC By JP He By GP. At St By J. Ci By Ll Cc By JP By I _( i 1 °vEESTERN LIQUID ASPIIALT CASES INVOLVING WITCO CHEMICAL CORP. OR , ROIi ERT L. F ELDMAN 1 1 ,, I. State of Oregon v.'Standard Oil, et al. (Witco) No. 50173 Plaintiffs and Intervenors of California '. State of Oregon County of Clakamas City of Bend County of Clatsop City of Corvallis County of Gilliam City of Eugene County of Jackson City of Hillsboro County of Lane City of Lake Oswego County of Marion City of Medford County of Morrow City of Salem County of Multnomah City of • County of Polk City of Merced County of Tillamook City of Modesto County of Washington II. State of California, et al. vs. Standard Oil, No. 51107 et al. Camarillo (Witco and Feldman) of Montclair City Plaintiffs & Intervenors State of California City of La Habra City of Alhambra City of Livermore City of Anaheim City of Lodi City of Arcadia City of Lompoc City of Arcata City of Manhattan Beach City of Bakersfield City of Martinez City of Baldwin Park City of Marysville City of Barstow City of Maywood City of Berkeley City of Menlo Park City of Beverly Bills City of Merced City of Brawley City of Modesto City of Buena Park City of Monrovia City-of Camarillo City of Montclair City of Capitola City of Montebello City of Chula Vista City of Monterey Park City of Clovis City of Mountain View City of Compton City of Napa City of Concord City of Norwalk City of Costa Mesa City of Oakland City of Culver City City of Oceanside City of Daly City City of Orange City of Downey City of Pasadena City of E1 Cajon City of Pomona City of El Segundo City of Porterville City of Eureka City of Redding City of Fairfield City of Richmond City of Fontana City of Rio Vista City of Fremont City of Riverside City of Fresno City of Rohnert Park City of Fullerton City of Sacramento City of Glendale City of Salinas City of GonzaleS City of San Bernardino City of Grover City San Bernardino Bd. Water Cmrs. City of Hanford City of San Fernando City of Hayward City of San Jose City of Iii nLin,;ton Perk City of San Leandro City of Inc! Lo City of San Luis Obispo City of In�Ievjood City of Santa Ana City of Lakewood City of Santa Cruz EXHIBIT A (State of California Intervenors -- continued) City of S.1nra M.1ria City () f S,111ta Monica City of ` .111 t Rof;a City 1 >C S11.1ftCr City UC So�lri1 S•111 Francisc City of Sunnyvale City of TOL7rancc City of ' _1:,, City o i,,L1;, City of `,' :c,�viLl City of Va1lej0 City o: City of �%,:Csonville City of 1. "Ve l City of U stminster City of Whittier County of Alameda County of Butte County of El Dorado County of Fresno County of Glenn ' County of Iiumboldt County of Imperial County of Inyo County of Kern County of Lassen County of Los Angeles LA- Flood Control District LA- Unified School Distric County of Madera General Services - Office General Services - Office Department of Public Works ' L. 1 ,� County of Marin County of Merced County of 110c10c County of Honter.ey o Cc,unty of Oran;e County of Plumas County of Riverside County of S n T•c rnardino S: C- i.,arstow Jr. College S.jC- Building Services Dept. SEC- Chaffey College Dist. S',C- City Unified School Dist. SBC- Purchasing Dept. SBC- Road Dept. SEC- Chaffey Union High School Dist. County of San Diego County of San Joaquin County of San Luis Obispo County of San Mateo County of Santa Clara County of Santa Cruz County of Shasta County of Si_skiyou County of Solano County of Stanislaus County of Sutter County of Trinity County of Tulare ' t County of Ventura County of Yolo County of Yuba of Architecture & Construction of Procurement III. State of Arizona v. American Petrofina, Inc., et al. (Witco and Feldman) Plaintiffs & Intervenors State of Arizona Graham County City of Dou '-las County of Greenlee City of Mesa County of Mohave City of Winslow Pima County City of Yuma Santa Cruz County Cochi se Co1.'aty Yavapai County County of Coconino IV. Plaintiff Maricopa County v. American Petrofina, et al. (Witco and Feldman) V. Plaintiff City of Santa Clara v. Standard Oil, et al. (Witco) VI. Plaintiff City of Phoenix v. American Petrofina, No. C -51092 R.E.S. No. C -70 -185 R.E.S. No. 52337 No. C -70 -75 (ARIZ) R.E.S. II. City of Los Angeles and Dept. of Water and Power No. C -70 -540 R.E.S. of the City of Los Angeles v. Standard Oil, et al. (Witte anti Fe) dnlan) Plaintiffs Tntervenors 1 City of lot, A11,•.eles Dept. cif k1ot c•r and Power of the City of Los Angeles, VIII. Plaintiff Cit of Tucson v. /merical Petrofina, No. 70 -9(18 et ill . (Wi I c (1) IX � P1 -I i <<t i I f C- 111)l y of CoIlt ra V. SL:111c1ayd Oil, No. 73-3520 ct ell 04iI c1 Intl 1'e 1(1111, 111) 1 '- 11 71. 1'1' r I. II. III. OTHER WESTERN LIQUID ASPHALT CASES Plaintiff Cascade Construction Company, Inc. v. No. 49638 Standard Oil, et al. Plaintiff Pioneer Construction Company v. Standard No. 49808 Oil, et al. State of Washington, et al. v. Chevron Asphalt, et al. Plaintiffs & Intervenors City of Everett City of Kennewick City of Mountlake Terrace City of Port Angeles City of Puyallup City of Richland City of Seattle Port of Seattle City of Tacoma City of Yakima Lake Washington School Dist. Northshore School Dist. Benton County Chelan County Franklin County Grays Harbor County Grant County Island County King County Kitsap County Lewis County Pacific County San Juan County Skagit County County of Skamania County of Snohomish Spokane County Stevens County Thurston County Wahkiakum County Walla Walla County State of Washington IV. Plaintiff Page Paving Company v. Standard Oil, et al. V. Plaintiff Klamath County, Oregon v. Standard Oil, et al. VI. City and County of San Francisco v. Union Oil, et al. Plaintiffs & Intervenors City of San Francisco County of San Francisco San Francisco Unified School District VII. The State of Alaska v. Chevron Asphalt, et al. Plaintiffs & Intervenors 1-I .-a 7 4 No. C -70 -187 No. 50307 No. 51258 No. 51331 R.E.S. No. C -70 -187 State of Alaska City of Ketchikan City of Anchorage Fairbanks North Star Borough City of Fairbanks VIII. Plaintiff Sonoma County, California v. Standard No. 51701 Oil, et al. IX. Plaintiff City of San Diego v. Union Oil Company, et al. Ncs. C-69-589; C -70 -186 X. Plaintiff City of Portland, Oregon v. Standard No. C -69 -4 Oil, et al. XI. Copp Paving Company, et al. v. Gulf Oil Company,et al. No. C -71 -608 R.E.S. Plaintiffs & Intervenors Copp P,ivinf; Company Ernest A. Copp Copp E'(1111Pnlent Company JI T•1 X I 1 I 131 '1' 13 1_x''1" FINAL RELEASE FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, acting by and through its duly authorized undersigned officer, does hereby release and discharge Witco Chemical Corporation and Robert L. Feldman, and each of them, and the present and former officers, directors, employees, agents, attorneys, subsidiaries, affiliates, and successors of each, including Golden Bear Oil Company, from any and all claims and demands of whatever nature, anticipated or unanticipated, known or unknown, as indicated below: 1. All claims and demands based in whole or in part on the facts, or any of them, asserted in the complaint or other pleadings, records or documents in the case of 2. All claims and demands based upon monopolization, attempt to monopolize, conspiracy to monopolize, conspiracy or combination in restraint of trade, and unfair competition, in connection with the manufacture, marketing and sale of liquid asphalt up to and including the date of this release. 3. Any and all claims and demands arising out of, or by virtue of, any alleged violations of the laws or regula- tions of the United States Government, or any agency thereof, or the laws of any of the several states or political divisions thereof, or any agency thereof, in connection with the manu- facture, marketing and sale of liquid asphalt up to and including the date of this release. EXHIBIT C 1 E:1t6 This release is not intended to and does not release or in any way narrow any claims against any other person or entity, including any other defendant named in the case cited above. Attorney r Executed this day of , 1972. By Its Duly Authorized Officer 2 RESOLUTION BE IT RESOLVED by Section 1. That the settlement of the suit filed on behalf of the [city, county, agency, etc.] against Witco Chemical Corporation and Robert L. Feldman (case name and number), as set forth in the Settlement Agreement dated March , 1972, entered into on behalf of by its counsel -is hereby authorized, approved and ratified. Section 2. That be and he is hereby authorized to execute and deliver the Final Release approved by its counsel (Exhibit C to the Settlement Agreement) and cause the suit to be dismissed without prejudice, each party to bear its own costs and attorneys' fees. EXHIBIT D RESOLUTION BE IT RESOLVED by Section 1. That the Settlement Agreement dated March 1972, entered into on behalf of the [city, etc.] by its counsel is hereby authorized, approved and ratified. Section 2. That be and he is hereby authorized to execute and deliver the Final Release approved by its counsel (Exhibit C to the Settlement Agreement). EXHIBIT E G Appropriate ) STIPULATION AND ORDER Case ) OF DISMISSAL Heading ) IT IS HEREBY STIPULATED by and between plaintiffs and intervenors in this action and defendants Witco Chemical Corporation and Robert L. Feldman, by and through their respective attorneys, that this action shall be dismissed without prejudice as to defendants Witco Chemical Corporation and Robert L. Feldman. Each such party shall bear its own costs. This dismissal is not intended to and does not dismiss this action, or any part of it, as to any other defendants. Attorneys for P ainti s an Intervenors Attorneys for Defendants IT IS SO ORDERED this day of April, 1972. United States District Judge EXHIBIT F STATE OF CALIFORNIA, ) } COUNTY OF LOS ANGELES, ) CITY OF EL SEGUNDO. ) SS I, JANE D. HOUGH, , City Clerk of the City of El Segundo, California, DO HEREBY CERTIFY that the whole number of members of the City Council of the said City is five; that the foregoing Resolution, being Resolution No. 2451 was duly passed and adopted by the said City Council, approved and signed by the Mayor of said City, and attested by the City Clerk of said City, all at a regular meeting of the said Council held on the 14th day of August 1972 and that the same was so passed and adopted by the following vote: AYES: Councilmen McGill, Morgan, Stephens and Mayor Pro Tempore Nagel NOES: Councilmen None ABSENT: Councilmen None NOT VOTING: Mayor Balmer WITNESS my hand and the official seal of said City this 25th day of August 197 2 JANE D. HOUGH City Clerk of e City of egun o California w" i _ ' ! l:-eputy (SEAL)