HomeMy WebLinkAboutResolution - 121564B - Settlement Offer By General Electric Company - 12_15_1964 FOS:jlm
{ RESOLUTION
r^ WHEREAS. the City of Lubbock has heretofore asserted claims against
General Electric Company more particularly set forth in the complaints in Civil
Actions Nos. 2777 and 2784 in the United States District Court for the Northern
District of Texas, Lubbock Division„ and
WHEREAS,, General Electric Company has denied any liability to the City o
Lubbock in respect of the claims, and
WHEREAS., General Electric Company and the City of Lubbock recognize
that continued litigation of the claims to judgment would be long, costly, and of un-
certain outcome,} and
WHEREAS,, General Electric Company has offered to settle the claims of
the City of Lubbock, as made under the above described complaints, without any
express admission of liability in the sum of SIX THOUSAND AND NO1100 {$6,000. }
DOLLARS, and
WHEREAS, the City Council is of the opinion that said sum is adequate in
settlement of said claims against General Electric Company.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK.*
THAT for and in consideration of the premises herein stated the offer of
payment of $6,000. 00 made by General Electric Company to settle the claims of
the City of Lubbock set out in above described complaints, to which reference is
here made and made a part hereof by such reference as though copied herein, be
and is hereby accepted on behalf of the City of Lubbock, and the Mayor be and is
hereby authorized to execute any and all instruments necessary to effect settlemen
on behalf of the City of Lubbock.
Passed by the City Council this 15th day of December , 1964.
Ak-TDJMIOREJ, Mayor
ATT
ol
L enia Lowe, My Secretary-Treasurer
APPROVED;
Fred O. Senter, Jr., Ci Attorney
I
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AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
GENERAL ELECTRIC COMPANY
THIS AGREEMENT, made and entered into as.of the day
of 1964 by and between CITY OF LUBBOCK, TEXAS
(hereinafter referred to as "Customer") and GENERAL ELECTRIC
COMPANY (hereinafter referred to as "GE").
WITNESSETH:
A. Whereas, there are pending certain civil actions
brought by Customer against'GE and other corporations which seek
recoveries under the Clayton Act on account of purchases by Customer
of certain products, said actions and the products to which they relate
being listed below
2777 ' Power transformers
2784 Power switchgear assemblies; circuit breakers;
power switching equipment; industrial control
equipment; turbine-generator units
B. Whereas, the following products were the subject
of certain indictments returned against GE and others during the year 1960
in the United States District Court for the Eastern District of Pennsylvania,
and Customer may have claims against GE and others by reason of
purchases of some or all of such products:
(1) Large outdoor oil and air circuit breakers
(2) Power switchgear assemblies
(3) Power transformers
(4) Turbine-generator units
(5) Insulators
(6) Distribution transformers
(7) Low voltage distribution equipment
(8) Low voltage power circuit breakers
(9) Watthour and demand meters
(10) Industrial control equipment
(11) Instrument transformers
(12) Network transformers
(13) Power capacitors
(14) Power switching equipment
(15) Lightning arresters and lightning arrester accessories
(16) Isolated phase bus and isolated phase bus structures
j (17) Bushing's and bushing accessories
(18) Navy and marine switchgear
(19) Open fuse cutouts and open fuse cutout accessories
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a
NOW, THEREFORE, in consideration of the premises "and the
mutual undertakings and promises of the parties as hereinafter set forth,
it is agreed as follows:
1. The following definitions of terms shall be applicable
to this Agreement:
(a) "General Electric Company" or IIGEII shall
mean the General Electric Company and all
of its subsidiaries, affiliated companies and
agents.
(b) "Customer"shall mean the City of Lubbock,
Texas.
(c) "Product" shall mean any product mentioned
in the preambles of"this Agreement.
(d) "Product of GE origin" shall mean a product
manufactured by the General Electric Company
or sold under the General Electric trademark.
(e) "Purchase" when used as a noun shall mean a
contract to purchase and when used as a verb
shall mean entry into a contract to purchase,
in either case without regard to whether
delivery of the product has been accomplished.
2. GE shall, within ten (10) days after final execution of this
Agreement, pay Customer the sum of $ 6 000 in settlement of the civil actions
set forth in Paragraph A.and in settlement of any other claim Customer might
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assert against GE under the Clayton Act or any other provision of a state
or federal antitrust law in connection with any purchases made or contracted
for by Customer at any time not later than December. 31, 1960 of any of the
products mentioned in the preambles of this Agreement.
3. Upon,receipt of the amounts payable by GE hereunder,
Customer will execute a covenant not to sue in the form annexed hereto
as Exhibit I. and hereby made a part hereof and, within thirty (30) days
after such execution, Customer will move the Federal District Court for
the Northern District of Texas for an order. (1) dismissing,
without prejudice, as against GE, each civil action described in Preamble A.
without court costs to either party, and (2) dismissing as against all other
defendants in such actions so much of each action as asserts claims for
damages based upon purchases by Customer of products of GE origin.
4. It is understood and agreed that neither this Agreement
nor the covenant not to sue to be executed in connection herewith shall
constitute or be construed as a release or discharge from liability of GE
or any other person, firm, or .corporation as to any claim or cause of
action and Customer hereby reserves all rights against GE and any and
all co-defendants and alleged co-conspirators of GE except as set forth
in said covenant.
S. It is expressly understood and agreed (a) that GE does
not concede, and it expressly denies, any liability of GE to Customer,
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(b) that any amount to be paid hereunder does not constitute any measure
of liability of GE and/or of any other defendant in the civil actions
heretofore described, (c) that the amount to be paid hereunder is less
than the amount by which Customer has computed it was overcharged
by GE for orders placed during the periods identified in the complaints
in the civil actions listed in Preamble A. and (d) that this Agreement
is made as a voluntary adjustment in order to dispose of a matter of
possible contention between the parties.
6. This Agreement cannot be changed or terminated
orally and merges all prior understandings, representations and
undertakings between the parties hereto.
7. This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed according to,
the law of the State of New- York,
S. Attached hereto and made a part hereof is a
certified copy of a board resolution or other certificate verifying that
the governing body of. Customer has authorized the settlement of these
claims by.the officer signing this Agreement and Covenant on behalf of
.Customer.
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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized representatives
as of the day and year first above written.
CITY OF LUBBOCK, TEXAS
BY 12�? _lL
MAX TIDMORE
Title Mayor
Attest:
A
nornay
rh►of Lubbodoe ) AcretorpTreasww
GENERAL EL T C MPANY
By •
-q
Hoyt Steele
Title Vice President
Atte st:
(Corporate Seal)
Attesting Secretary
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EXHIBIT I.
COVENANT
WITNESSETH, that for and in consideration of the payment by the
GENERAL ELECTRIC COMPANY of the sum of one dollar and other valuable
considerations to:
CITY OF LUBBOCK, TEXAS
(hereinafter referred to as Customer), the receipt of which is hereby
acknowledged, Customer hereby covenants and agrees that it will forever
refrain from instituting, prosecuting, maintaining, pressing, collecting or
proceeding against the General Electric Company, or any of its subsidiary
companies or affiliated companies or agents, upon any claims, controversies,
actions, 'causes of action, obligations and liabilities of any nature whatsoever
whether or not now or hereafter known, suspected or claimed which Customer,
or any of its subsidiaries or affiliated companies or agents ever had, now has,
or hereafter can, shall or may have or alleged against the General Electric
Company or its subsidiary companies or affiliated companies or agents based
upon allegations of fraud, collusion, conspiracy or false claims which might
be asserted under the Clayton Act or otherwise, with respect to or in con-
nection with any purchases made or contracted for by Customer at any time
not later than December 31, 1960, of any of the following products:
Large oil and air circuit breakers
Power switchgear assemblies
Power transformers
Turbine-generator units
Insulators
Distribution transformers
Low voltage distribution equipment
Low voltage power circuit breakers
Watthour and demand meters '
Industrial control equipment
Instrument transformers
Network transformers and network protectors
Power capacitors
Power switching equipment
Lightning arresters and lightning arrester accessories
Isolated phase bus and isolated phase bus structures
Bushings and bushing accessories
Navy and marine switchgear
Open fuse cutouts and open fuse cutout accessories
i '
And Customer hereby further covenants an'c agrees that it will for-
ever refrain from instituting, permitting, maintaining, pressing, collecting
or proceeding against any other person, firm or corporation upon any claims,
controversies, actions, causes of action, obligations and liabilities of any
nature whatsoever, whether or not now or hereafter known, suspected or
claimed, 'which Customer, or any of its subsidiaries or affiliated companies,
ever had, now has or hereafter can, shall or may have or alleged based upon
allegations of fraud, collusion, conspiracy or false claims which might be
asserted under the Clayton Act, or otherwise, with respect to or in con-
nection with any purchases made or contracted for by it at any time not later
than December 31, 1960 of any of the aforesaid products which were manu-
factured by the General Electric Company, or its subsidiaries, or affiliated'
companies, or agents, or sold by the General Electric Company or any of its
subsidiaries or affiliated companies or agents under the General Electric
trademark.
It is expressly understood that this instrument shall not be construed
as a release of the General Electric Company or anyone else as to any claim
or cause of action; that the sum paid by the General Electric Company, as
hereinabove stated, does not represent and shall not be construed as compensa-
tion for the damages claimed to have been suffered by Customer with respect
to purchases or contracts for the purchase of the products and for the period
hereinabove enumerated and-that Customer does not in any manner or respect
waive or relinquish its right to proceed against any person, firm or corporation,
other than the General Electric Company and all of its subsidiaries and
affiliated companies or agents, in respect to claims arising out of purchases
of the aforesaid products, except to the extent expressly set forth herein.
IN WITNESS WHEREOF, CITY OF LUBBOCK, TEXAS
has caused this Covenant to be executed this day of 1964.
CITY OF LUBBOCK, TEXAS
KEII nn
Title Mayor
j Attest: �1Forsn,f�Pvovod
E Corporate-Se )
ff0y of LuWxxr4scrotary-Trsosorw
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