ML20072H743
| ML20072H743 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 04/24/1981 |
| From: | Haimowitz M GENERAL PUBLIC UTILITIES CORP. |
| To: | |
| References | |
| TASK-04, TASK-4, TASK-GB NUDOCS 8306290710 | |
| Download: ML20072H743 (75) | |
Text
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UNITED STATES DISTRICT COURT O.
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SOUTHERN DISTRICT OF NEW YORK v
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_x GENERAL PUBLIC UTILITIES CORPORATION, JERSEY CENTRAL POWER & LIGHT COMPANY, METROPOLITAN EDISON COMPANY ad PENNSYLVANIA ELECTRIC COMPANY, Plaintiffs, 80 CIV. 1683 (R.O.)
-against-THE BABCOCK & WILCOX COMPANY and J.
RAY McDEF.MOTT &
CO.,
INC.,
Defendants.
I
_x i
Continued deposition of Plaintiff 1
GENERAL PUBLIC UTILITIES CORPORATION, by MILTON m
HAIMOWITZ, taken by Defendants, pursuant to t
adjournment, at the offices of Davis Polk &
Wardwell, Esqs., One Chase Manhattan Plaza, 4
New York, New York, on Friday, April 24, 1981, i
l at 10:50 o' clock in the forenoon, before Charles i
Shapiro, a Certified Shorthand Reporter and l
Notary Public within and for the State of New York.
t k
i F
DOYLE REPORTING. INC.
CCRTIFIED STENOTYPE REPORTERS
'h 369 LcxtNGTON AVENUE
[
WALTER SHAPIRO. C.S.R.
NEW Yon st. N.Y.
10017 CHARLES SHAPIRO C.S.R.
TELEPHONE 2:2 - 867 8220 i
8306290710 B10424 i
PDR ADOCK 05000289
-- -- T PDR
L 1
241 l
2 Appe a ra n c e s:
3 KAYE, S CllO LE R, F I E RM.'. si, IIAYS & ilANDLER, ESQS.
Attorneys for Plaintiffs 4
425 Park Avenue New York, New York 5
I 6
By:
DAVID KLINGSBERG, ESQ.
7
-and-PATRICIA HENNESSY, ESQ.,
8 of Counsel 9
10 11 DAVIS POLK & WARDWELL, ESQS.
Attorneys for Defendants 12 One Chase Manhattan Plaza New York, New York 10005 13 By:
ROBERT F.
WISE, JR.
p-14
-and '
b-RICHARD PU, ESQ.,
15 j
of Counsel l
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242 1
2 M I LT O N HA I MO W I T Z,
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having been previously duly sworn by a 4
Notaay Public, was examined and testified 5
further as follows:
6 EXAMINATION (Cont'd.)
BY Mk. WISE:
7 8
Q Mr. Maimowitz, yesterday your counsel 9
mentioned to me during one of the recesses that you 10 had had some further recallections concerning 11 contacts with B&W.
I did not have an opportunity 12 to get to that yesterday.
13 I would like to give you a chance at i yN.
El 14 this time to make any statement that you wish 15 with respect to other contacts that you had with l
l 16 B&W besides*those that you have already covered i
17 in your testimony.
18 A
Thank you.
I 19 I'was a part of a negotiating team 1
20 to what we called the OTSG Program, it was a change l
21 in scope under our nuclear steam supply contract 22 for TMI-2 and it was evidenced by a change notice.
23 The participation that I had in that 24 was in negotiating a price for those 1ctivities j
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1 Hoicowitz 243 2
Q Were there any other contacts besides 3
that?
4 A
Yes.
5 Q
What was the other or others?
6 A
In 1975, I partook for a short while in 7
negotiations for a fuel fabrication contract but i
8 I don't remember if it was tne reload of TMI-1 or i
9 TMI-2.
10 Q
Do you know whether a reload for l
11 THI-2 was ever purchased by GPU?
I r
12 A
I believe it was.
13 Q
Do you know from whom it was
()
14 purchased?
15 A
To the best of my knowledge, it was split i
16 between two companies.
17 Q
Do you have any recollection as to 18 who you dealt with in connection with the reload 19
' contract?
I say " dealt with," I mean at B&W.
i
'l 20 A
I don't remember.
i 21 Q
Do you know whether you attended any I
c 1
22 face-to-face meetings in connection with that 23 negotiation?
24 A
I believe I was part of a team.in
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.25 face-to-face negotiations with B&W.
Hy.
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Hainowitz 2
Q Who else participated on behalf of
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3 GPU?
4 A
I rememver Vince Zodiaco, I remember Bud 5
cherry to some degree, I remember Fred Glickman 6
and there also may have been a Gordon Bond, 7
another technical person.
8 Q
Did !!r. Glickman take an active 9
role in that negotiation?
10 A
I don't know what you mean by the word 11
" active."
12 Q
Was he involved in participating 13 in the decision making with respect to that
()
14 negotiation?
'e A
I believe it was a team effort and, i
16 consequently, he would have participated in any i
l 17 final decisions.
i l
18 Q
Do you know whether he attended 19 any face-to-face negotiations?
20 A
He may.have but I am not sure.
f i
21 Q
Going back to the OTSG matter,
}
22 with whom at B&W did you deal on that situation?
i 23 A
I dealt with Grant Ward, I dealt'with t
24 Lee Pletke and-I dealt with Gordon Gray.
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x 25 Q
Do you remember what year this was?
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I Hainowitz 245 2
A I believe it was 1977 or 1978.
('
A 3
Q You mentioned that this resulted 4
in a change order.
5 To what contract was that change 6
order referenced?
7 A
The change notice referenced the 1967
-8 nuclear steam supply system contract between D
B&W and JCP&L.
10 Q
Did the change notice adopt the 11 terms and conditions contained in the 1967 12 contract?
13 A
To the best of m-knc wiedge, it did.
()
14 Q
When did you first become aware of 15 the OTSG negotiations?
i 16 THE WITNESS:
Would you repeat t
t j
17 that question, please.
18 (Record was read back.)
l 19 A
In 1977 or 1978.
20 Q
How did you become aware of the 21 negotiations?
22 A
I was made-aware of a problem by our i
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23 Project Manager -- no, not the Project Manager i
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'but by an Engineering. Manager.
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25 Q
Had negotiations commenced with
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1 HeimowAtz 246 2
B&W at the time you became aware of it?
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A They may have but I am not sure.
l 4
Q Why was the decision made to l
5 reference the change order back to the 1967 NSS G
contract?
7 A
We believed and took a position that this 8
could be warranty related.
9 Q
When you say " warranty related,"
10 you mean one of the warranties that was provided i
I 11 under the NSS contract?
12 A
Yes.
l 13 Q
That was the reason why the decision
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14 was made to proceed by way of a change notice 15 to that contract rather than negotiating something 16 new, would that be correct?
l 17 A
That is correct.
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18 Q
Did B&W agree that the change notice I
19 should reference the 1967 contract?
20 A
- Yes, t
21 Q
I know th.y ca me to agree in the 22 end since that is the way the change notice went 23 out.
Perhaps I should have-asked you did they l
24 agree initially with that position that GPU took?
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25 A
I do not believe they agreed initially with v
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1 Heiccwitz 247 2
that position.
3 Q
What was B&W's initial position?
j 4
A If I remember correctly, B&W sought to have 5
this performed as a task release under an 6
existing Master Services Agreement.
7 Q
Do you know what Master Service 8
Agreement B&W wished to have this work performed 0
under?
10 A
No, I don't.
11 Q
Did you have occasion at that time 12 to review whatever master service contracts 13 existed between B&W and GPU?
l 14 A
No.
v 15 Q
Was there any discussion during 16 the course of the OTSG negotiation of the terms 17 and conditions of the 1967 contract services, 18 the terms and conditions of whatever Master Service 19 Contract it was that B&h inicially wished to have 20 the work performed under?
21 A
I don't recall any discussion with regard 22 to terms and conditions.
23 Q
Did you make a review of the terms l
24 and conditions in the 1967 NSS contract other than
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the warranty provisions which you have already r
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1 Haimowitz 248 2
discussed?
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3' THE WITNESS:
Would you repeat that 4
question, please.
5 (Record was read back.)
G A
No.
7 Q
can you now recall any other 8
contacts with B&W besides the two instances you 9
have mentioned this morning and those that you 10 testified to previously?
11 A
I don't recall any other.
12 Q
Have you made a search of your 13 correspondence files, if you maintained such
()
14 files, to determine whether you had any 15 correspondence in them with B&W7 IG A
I have not made a search of those files.
f 17 Q
Do you know if anyone has?
18 A
I believe so.
19 Q
Who made the search?
i
'l 20 A
Counsel.
1 21 Q
Do you know whether any search'has 22 been made of your files to determine whether there 23 are any written memoranda or notes respecting I
'24 communications with B&W?
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25 THE WITNESS:
Could you repeat that k
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y-I Haicowitz 249 2
question, please.
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3 (Record w.s read.back.)
4 A
oo you mean other than counsel?
5 Q
No, I just want to know whether 6
anybody has done that task, then I will ask who 7
did it, if anyone.
8 A
I don't know.
9 Q
Has anyone asked to review your 10 files for the purposes of determining whether or 11 not there are any notes or memoranda in them 12 relating to communications with B&W7 13 A
I don't remember.
I do know my files were
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14 made available to counsel.
15 Q
Did you make available all the c
16 files that you have?
I l
17 A
That is correct.
< i i
18 Q
Do you know whether they were 19 actually all reviewed by counsel?
l 20 MR. KLINGSBERG:
Wait a second.
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off the record.
21 i
I og (Discussion off the record.)
23 MR. KLINGSB, ERG Let's hear the l
24 question.
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1 Haimowitz 250 2
MR. KLINGSBERG:
You can answer that.
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3 A
I don't know.
4 MR. WISE:
I would next like to 5
mark as Defendants' Exhibit 28 for 6
identification, a copy of what appears to be a Master Services contract bEtween 7
4 8
Metropolitan Edison Company and Dabcock &
9 Wilcox.
The contract recite's tlast it is l
10 made and entered into as of June 1,
1977.
11 (Master Sarvir es Contract between 12 Metropolitan Edison Company and Babcock &
13 Wilcox entered into as of June 1,
1977
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14 marked Defendants' Exhibit No. 28 for 15 identification, as of this date.)
16 Q
Would you take-a look at Exhibit 28
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17 and tell us whether you have ever seen'this
'i 18 document in this form prior to'today7 I
19 THE WITNESS:
Could you repeat the a
sN 20 question, please.
t l i 21 (Record was read back.).
l 22 A
I may have but I am not sure.
23 Q
Would you 1,ook at-the signature--page l
24 on the contract which is two or three,in.from the Y'%
25 back.
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2 Do you know whether you saw a copy
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3 of the Master Services Contract after it was 4
executed by the parties?
5 TH3 WITNESS:
Could you repeat the g-.
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' que s t.lon, please.
7 (Record was rend back.)
1 8
A
'I may have but I am not sure.
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Q Was there any practice regarding i
Ns 10 filing of executed contracts at GPU Service and t
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'there is a practice at GPUSC.
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What is the practice?
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A The practice at GPUSC is that GPUSC 7
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17 Q
How lon'g has that practice been ls 18 in effect?
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I don't know.
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Was'it.in effect when you arrived i
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It may have been.
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Q When did yo'q first.hacom 3 aware of I
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function of coordin stling reviews and obtainirg i
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When was that?
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respect to executed contracts at,.ithe operating t
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subsidiaries?'
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10 A
I don't know.,
11 Q
Did th t operating subsidiaries ever 12 send copies of exeguted contracts to your I
it, e'
s 13 department?
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14 THE WITNESS:
Repeat that.
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I canitot recollee. an' except but at a 8
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18 Ci There w Ks no' regular ongoing practime a
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i 21 subsidiary, is that correct?
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That,.,< %s correct. -
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"' ( Q,
I would like now to have you look at
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- Exhibit 25 which was marked yesterday (handing 4
. document to the witness), and in connection with j
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-that exhibit, if you would look at page 7 of I
6 Exhibit-28 which 10 the contract, on page 7 a
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7 section/ entitled " Warranty," which is numbered s, f
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9 I would like you also to look at
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10 which is a copy of your memorandum to rj
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.Mr.' Betz dated August 16, 1977, and specifically
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13 i page which concerns Section 10 and the warranty
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14 provisions.
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15 Let ~ me first give you an opportunity g-y read} yo'ur mertorendum and the 4j 16 to Section 10 of
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5 17 the contdact to' familiarize yourself with it, and I, g a
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18 then I am gcing to ask you some questions.
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19 Have you-had an opportunity to do r
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20 thati-
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Referring to your memorandum, Exhibit f
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25 and the section of it that you wrote concerning 24 paragraph 10.1 of the proposed contract, can you
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'.25 reca,1 to..ay whether the Section 10.1, which is
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Haluowi z 254 1
2 titled " Spare or Replacement Parts" in your rm k-3 memorandum corresponds to any of the warranty i
4 sections that appear in the contract as eventually 5
executed.
G MR. KLINGSBERG:
Wait a second; I am 7
not clear.
i 8
The August 16th memo is commenting on 9
a proposed Master Services Contract.
That is 10 Exhibit 25.
Exhibit 26 -- and that is dated 11 August
'77.
Exhibit 28 is the final,. executed 12 Master Services Contract, and the date of 13 execution, I guess we don't know at this (O,
14 point.
j 15 Do I understand your question that i
16 you are asking him whether the provision 17 that he commented on was the same as the 6
18 provision that ended up in-the final contract i
19 according to his recollection, that is the 20 question?
I 21 MR. WISE:
My question is slightly 22 different, but you have highlighted a point 23 which, I guess, I was assuming, but perhaps 24 we should clear it up on the reoord'in case =
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25 there is now doubt about it.
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Haimowitz 255 2
BY MR. WISE:
3 Q
Mr. Haimowtiz, with respect to your 4
memorandum, which is Exhibit 25, do you know whether 5
the proposal that you were commenting upon in 6
Exhibit 25 eventually wound up being the contract 7
which'we have marked as Exhibit 28?
8 MR. KLINGSBERG:
You mean whether it is 9
the same?
10 MR. WISE:
In other words, was his 11 memorandum directed to the negotiation of 12 the deal which wound up being the contract that 13 is now marked as Exhibit 28.
irs
(_)
14 A
I believe not.
The title of this one was i
15 a " Proposed Master Services" agreement "for TMI j
16 Unit I."
17 This one says it-is a proposed 18 agreement for Units 1 and 2.
19 Q
Do you know whe her there was a 1 i 20 separate Master Services Agreement-ever entered i
21 into between Metropolitan Edison and B&W for TMI-1 22 in 19777 23 A
I don't know.
24.
Q Do you have any knowledge as to how
()
25 many Master Services Agreements Metropolitan a
4
256 4'
1 Hainowitz 2
Edison entered into with B&W?
3 A
I am aware of a Master Services Agreement 4
that is dated 1977 that is apparently for both 5
units, and I am certainly -- Met Ed, you know, the G
other one, GPUSC.
7 I couldn't answer accurately.
8 Q
Do you recall reviewing more than one 9
Master Services Contract between Met Ed and B&W t
10 during the year 19777 11 A
I don't rec.all.
12 Q
Do you have anything in your files i
13 that would enable you to tell'what this memorandum, r'(
I4 which was marked as Exhibit 25, related to?
15 A
I don't know.
l l
16 Q
It is a mystery to you today, other t
i 17 than what it says on its face?
1 1
18 MR. KLINGSBERG:
I. object to that.
I 19 don't think he says.that it is a mystery.
20 Q
Do you have any information at all f
21 based upon the memorandum which is before you, 4
22 Exhibit 25, and the. Master _ Services Contract which j
l 23-is also before you, Exhibit 28, as to whether or t
24
-not Exhibit 25 re ates to the negotia61ons which
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25 eventually wound up in Exhibit 28?
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Haimowitz 257 2
MR. KLINGSBERG:
Can we go off ti.e v
3 record a second?
4 MR. WISE:
Yes.
5 MR. KLINGSBERG:
Off the record.
6 (Discussion off the record.)
7-(Recess) i 8
MR. WISE:
Please repeat the last i
9 question.
.10 (Record read)
II A
Since this is the only Master Services 12 Contract entered into between the parties in 1977, 13 I have reason to believe that this memorandum, in J
14 fact, referenced a draft of this particular 15 contract.
j-16 (continued on next page)
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Itaimowitz 258 I
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2 Q
Going back to Exhibit 25, let me ask
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you first, do you know whether a copy of whatever 4
proposal it was that was before you when you 5
wrote the exhibit is sti?.1 maintained by GPU 6
Service?
7 A
I don't believe so.
8 MR. WISE:
For the record, we do not 9
have a copy of any draft or proposal that
)
10 we can identify as having been the one 11 that Mr. Haimowitz would have had before him I
12 at the time that he wrote Exhibit 25.
If we 13 had such a document, we would be happy to 14 provide it to Mr. Haimowitz.
Since we don't, l
15 we will have to go forward with what we do I
l 16 have, which is a copy of the final executed
[
17 agreement.
I 18 Q
Now, looking at Exhibit 25 and I
19 referring to page 2, would you look at what you i
20 wrote on Section 10.1, which was labeled " Spare i
)
21 or Replacement Parts."
l 22 Firnt let me ask you whether you have l
23 any knowledge as to whether or not the contract as 5
24 finally executed centained a warranty on i,)
25 l
spare and replacement parts, and you may wish to l
l 3
259 1
Haicowitz 2
refer to Exhibit 28.
3 I would point you to Section 10, which 4
covers the warranties.
5 MR. KLINGSEERG:
May I have that c
question back, please.
7 (The reporter read back the last 8
question.)
9 Q
Mr. Haimowitz, if it will help, I am 10 not trying to pin you down as to whether or not 11 there is or is not a warranty in this particular 12 contract on spare and replacement parts.
13 Exhibit 25, your memorandum, makes a
)
14 recommendation to Mr. Betz concerning what should i
15 be done about spara or replacement parts, l
16 warranties or that type of work, and all I am lf 17 trying to establish now is whether or not in fact i
r 18 to your knowledge, what you recommended in Exhibit l
i 19 25 in fact happened in the final agreement, and I
20 that was the provisions relating to-spare and t
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21 replacement parts were removed and handled 22 someplace else.
i l
j A
It would appear from my reading of this 23 i
34 l
Article 10 that there is -no reference to spare or
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replacement parts in this document.
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Q Do you have any recollection.today 3
f what the original proposal was on spare or 4
. replacement parts?
5 A
I don't have a recollection.
G Q
Would you look at your memorandum 7
on that point, which says "Such orders should be 8
placed under the terms and conditions previously D
negotiated between GPUSC (on behalf of Met-Ed) "
10 and that is in a parenthetical, "on behalf of 11 Met-Ed," end of parenthetical "and B&W during 12 the TMI-2 spare parts negotiations."
13 What negotiations-were you referring b'
14 to when you mentioned the TMI-2 spare _ parts
{
15 negotiations?
16 A
The negotiations I was referring to in that i
i 17 memo would be those' conducted with B&W personnel I
18 with respect to pricing of' spare parts.
i 19 Q
When did those n+gotiations take place?
I t i 20 A
I believe -in the period of 1977 ---in 1977 g
i g
31 or maybe late 1976.
,i 33 Q.
Who represented GPUSC in those t
23
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negotiations?.
24 l
A I believe Fred Glickman did, i.
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Q Do you know whether those negociations i
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Hainowitz 261 i
2 resulted in a contract?
'M (d
3 A
No, they did not result in a contract.
4 Q
What did they result in?
i 5
A They resulted in an agreea.2nt which would 6
provide Met Ed an ability to insure that the i
7 prices for these spare parts would in fact be 8
reasoncble and I believe it gave Met Ed a right, 1
9 if it so wanted, to analyze certain cost data 10 held by B&W to in fact insure that the prices 11 appearing for spare parts would meet certain 12 criteria that B&W agreed to utilize in its pricing 13 technology.
14 Q
Was this agreement embodied in any 15 writing?
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16 A
To the best of my. knowledge, yes.
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17 Q
Who signed the writing on behalf of
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18 GPU Service?
I.
19 A
I believe Fred Glickman er myself.
t s
20 Q
How long was the writing, how many
-)
21 pages?
22 A
I don't think more than a page.
23
,I Q
What form did it take?
Was it a 9
M 24
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memorandum, a letter?
- )
25 A
I believe it was a letter.
i i
y1-
~
l Hainowitz 262 2
Q Was it signed by someone on behalf 3
of B&W7 4
A I believe so.
5 Q
Did it contain any terms and 6
conditions other than provisions relating to 7
pricing and cost data as you testified?
8 A
I don't recall anything but matters of 9
pricing.
10 Q
Do you recall whether the letter 11 contained any provisions relating to warranties?
12 A
I don't recall any such provisions.
13 Q
What led you to recommend in your
)'
14 memorandum, Exhibit 25, that orders relating'to 15 spare or replacement parts should be placed under i
16 the le tter agreement you just described for us?
l 1
17 THE WITNESS:
Can you repeat the 18 question, please.
19 (The reporter read back the last 20 question.)
I l.
)
21 A
Historically, Met Ed would issue unpriced 1
1 22 purchase orders for certain spare parts. -These i-23 unpriced purchase orders would authorize B&W l!
to undertake work to produce these spate parts, 24 e
g fl 25 and from a procurement point of view, we did not i
l
J5ss."
i 1
Hainowit:
263 2 l believe that that is a prudent procurement-practice t-3 in just issuing unpriced purchase orders, and
.g possibly at the time have a delivery, for B&W 5
to come and say, "This is the price," and that's it.
6 We attempted for quite a period of time to 7
insure ourselves that what we would be paying 8
for these spare parts would be a reasonable price, j
_g and after months and months of negotiations we 10 finally got an agreement with B&W which would at 11 least give us some assurance and a certification 12 that these prices are at least equivalent to what 13 anybody else was paying, with a right to review bs_)
14 their cost data to insure that.
15 Q
My inquiry now is directed at what led 16 you to make your comment in the context of the i
i 17 warranty provisions rather than elsewhere, such q
18 as for instance, with respect to the scope of 10 supply or some other area'of the contract?
If i
20 you can recall.
21 A
I could not recall without seeing what the g
I fl 22 10.1 was.
4 l
23 Q
O.
K.
l..
' i-i l
l.
24 Looking at your comment on-10.4,
])
f
" Engineering and Technical Advice and Consultation,"
25 I
A a
9 -i
=
.+
1 Haimowitz 264 e
2 would you look at the last sentence, which reads C\\
O 3
"It is our opinion that the Pennsylvania Statute 4
pre clude s such limitation on warranty."
5 Mr. Haimowitz, I recognize that we 6
are limited here today because we don't have 7
before us the proposal or the draft that you had 8
before you when you wrote that.
Recognizing that 9
limitation, are you able to cell us today from 10 your recollection to what you were referring in 11 that sentence which I just quoted, and you may take 12 your time and read both your memorandum on 13 Section 10.4 and also look at the warranty relating fi J
11 to engineering and technical advice as it appeared 15 in the final contract as Section 10.3.
i i
16 THE WITNESS:
Could you repeat the i
.[
17 question, please.
18 (The reporter read back the last P
19 question.)
i i
20 A
I have looked at the last sentence of the i
i l
)
21 memorandum and I have looked at the 10.3 and I can 22 only guess --
l l
23 l
MR. KLINGSBERG:
Did you look also j
l at 10.4?
That is what he is asking about.
24 i
! /~)
k/-
25 l
MR. WISE:
Well, Mr. Klingsberg, I was t
-. ~.,
b I
I Haimowitz 265 3
asking about 10.3, which appears to be 3
10.4 in Mr. Haimowitz' memorandum.
3 MR. ELINGSBERG:
Oh, I see.
5 MR. WISE:
And from which, I believe 6
the spare and rep 1 cement parts warranty 7
which was 10.1 in the original was 8
apparently removed, as we covered in earlier 1
9 testimony.
10 MR. KLINGSBERG:
O.
K.
13 MR. WISE:
However, you raise a good 12 point and it may help the witness if he 13 were to look at Sections 10.4 and.in y
particular, 10.5 in the contract as finally 15 executed, since they may conceivably have i
t 16 also been the subject of his consideration 17 in connection with the comment he made in 18 his memorandum.
We just don't know today how i
19 those were numbered in the original proposal.
I 20 MR. KLINGSBERG:
Right.
i
)
21 MR. W1SE:
Which we don't have.
g3 MR. KLINGSBERG:
Now, do you need the 23 question?
~
33 THE WITNESS:
Yes, yes.
(:)
2s i
t 1
w 1
Haimowitz 266 l
2 BY MR. WISE:
(
3 Q
Recognizing my comments and preamble 4
to my question which were designed to make the 5
record clear that we didn't'have the original G
proposal, can you tell us today to what you were 7
referring in the last sentence of your memorandum 8
at the point where you were commenting on 9
Section 10.4?
10 A
In looking at the entire Article X,
and we 11 are talking about the lact sentence?
12 Q
Yes, on page 2.
13 A
Yes.
14
. Q The last sentence on that portion.of 15 the memorandum in which you are commenting on 16 which was then 10.4.
4 17 A
It would appear to be that the original I'
18 10.4, the proposal, may have had some other 4
I 19 limitation beside the time period..
20 Q
But today you don't have any l
21 recollection of what Pennsylvania Statute l'
22 you were re ferring to in your memorandum?
l I
23 I
A No.
I didn't say that at all.
i-24 l
Q I'm sorry, that was my question and
.q 25 l-Perhaps you misunderstood it.
i.V l
l l
t 1 l
.t
- I t.
i
i i
Haimowitz 267 I
I 2
I am trying to determine what it was 3
you were talking about in that last sentence.
1 What statute did you have in mind?
5 A
I had been made aware of a statute in 6
Pennsylvania commonly known as the 7
anti-indemnification statute, which I was made 8
aware precludes total disclaimers by engineering 9
or architectural. firms performing services.
10 Q
Who made you aware of that?
I lt A
I believe I first heard about it from John
{
12 Mazella.
13 Q
when did he tell you about this?
14 A
Prior to August 16, 1977.
15 Q_
You have no recollection of the 16 specific time?
i 17 A
No.
l 18 Q
Do you have any recollection of the t
19 circumstances under which this matter first came l
20 up, that is, this statute that you beve referred
)
21 to?
22 A
No, I can't recall the circumstances.
j I
23 l
Q.
Did you ever look at the statute?
I 24 A
No, I did not.
i 25 l
Q Did you ever discuss it with anyone i
4 j
_t L
m -- -
- - - w. ~.
c.
l' Haimowitz 268
~
2 other than Mr. Mazelle?
3 A
Yes.
4 Q
Whom else have you discussed this 5
statute with?
And I will exclude counsel acting 6
for you in this litigation.
i 7
A I have also had discussions with GPU r
8 counsel, GPU Service Company counsel.
9 Q
Was that before or after.the accident?
10 A
I believe it was after the accident, 11 Q
Have you had discussions with any 12 other persons?
13 A
Y e s..
O G
14 Q
Who else?
15 A
With representatives of Bechtel Power i
1(;
Corporation.
i' 17 Q
What was the occasion for those i
l 18 discussions?
'i 19 A
We had selected Be7htel as the firm to help 20 us in the cleanup c' TMI.
i l
)
21 Bechtel expressed concern with respect to j
I 22 the Pennsylvania Statute and what its liability I
l 1
23 may be.
4
~
24 I
Q Were you involved in those negotiations?
.I ri t
V 25 A
Yes.
Excuse me, when you say negotiations, i
i
.i-
y l
I Heinowitz 269 3
you mean total negotiations with Bechtel?
.O
\\~/
3 Q
Yes.
1 A
Yes.
5 Q
Did you personally have any discussions G
with any representatives of Bechtel in which this 7
parti'cular topic arose?
8 A
Yes.
9 Q
What did you say to Bechtel about it?
10 A
I believe I recommended that Bechtel's 11 attorney communicate with our attorney on this 12 specific issue.
13 Q
Do you know whether that happened?
14 A
I believe so.
I 15 Q
What, if anything, resulted after those 16 discussions on this topic?
17 A
We eventually negot lated and entered into 18 an agreement with Bechtel.
19 Q
After you made your recommendation to 20 Bechtel that they have their attorneys talk with j
21 GPU's attorneys, did you have any further i
22 communication with Bechtel concerning the j
l i
23 1
Pennsylvania Statute?
}
+
34 A
To the best of my knowledge, no.-
i
}
25 Q
Did'you ever hear from anyone what i
i
'}.
j a
f
b-%h I
k 1
Haimowitz 270 l
2 resolution was made of that issue, if any j
l')
(/
3 resolution was made?
l 4
A Yes.
5 Q
From whom did you receive information?
6 A
I believe from Bechtel.
i
)
~
7 Q
What did they tell you?
8 A
They recommended an insertion of a provision 9
in that contract.
10 Q
What.did the provision provide?
11 A
I believe that the provision sets forth an 12 understanding by both parties that there is an 13 anti-indemnification statute in Pennsylvania and
()
14 that and here I am just paraphrasing -- we would i
i i
15 agree to the extent that we could agree not-to 16 waive -- not to press any claims under this i
i 17 particular statute in consideration for reduced t
i 18 rates, exclusion of fee and the. dollar limitation 19 which Bechtel agrees to uce, but.I believe the j
r,
i 20 provision specifies in certain instances where g
anti-indemnification statute may not be waived.
21 the I
22 Q
What is your understanding of what the-23 anti-indemnification statute provides?
I i
i 24 ll A
I believe I answered that questi5h five
{
25 minutes ago.
i i
L F
-%m-- - w.. w.,0
- w.e--
-s-1 Hainowitz 271 j
2 Q
And I believe you said that it 3
d 3
precludes total disclaimers by engineering and 4
architectural firms providing services.
Is that 5
the extent of your understanding of it?
G MR. KLINGSBERG:
I don't think it is 7
fair to ask a witness his current i
8 interpretation of a particular statute 9
without showing him the statute.
l 10 MR. WISE:
Is your objection to the l
11 fact that I an asking for his current 12 interpretation or are you objecting to 13 asking for any interpretation at all?
I ID y;
14 mean if it helps, I will limit it to his 15 interpretation at the time he was j
16 negotiating this Bechtel contract.
I f
17 MR. KLINGSBERG:
Yes, but I think in 18 fairness, he should have an opportunity to I
i 19 look at the statute if he is going to l
20 interpret it.
21 MR. WISE:
I am not really interested 22 in his interpretation as a legal matter, 23 I am interested in his understanding of it 34 and I recognize ~ that we don ' t have.it before
,t
' ()
25 us here this morning.
i
.h L
1 Haimowitz 272 2
A I testified that I had no knowledge of ever tO
)'I 3
seeing the statute.
4 Q
Exactly.
5 Given that you never saw the statute, 6
did you come to some understanding as to what it 7
meant?
8 A
Yes.
9 Q
What I would like to know is what.was 10 that understanding?
11 A
That architect or engineering firms 12 performing services could not totally exclude 13 themselves from all liability.
A( )-
14 Q
Would that include liability.to the i
15 party for whom they.were performing those i
16 services?
I i
17 A
It could.
I 18 Q
Do you have any knowledge as to whether 19 Mr. Betz or anyone at Met Ed did consult with-l-
20 counsel with respect to the Pennsylvania Statute i
21 in connection with the negotiations with B&W?
g L
22 A
I have.no knowledge.
I
'22 Q
Would you look now at the portion of 24 your memorandum that discusses Section 11.0 t'
f'-)
25 titled " Limitation of Liability," and also look T
i:
?-
Lm 1
Haltowitz 273 2
at Exhibit 28, which contains a section numbered 3
it.0 and titled " Limitation of Liability."
4 A
Yes.
5 g
Again recognizing that we don't have 6
whatever draft proposal it was that you had at 7
the time you wrote Exhib.t 25, are you able, 8
looking at your memorandum and the contract as 9
finally executed to recall what the basis of 10 your comment concerning the limitation of 11 liability proposal was?
12 A
The basis was a concern I had with the 13 article, Article XI, in which I thought that
,e~.
()
14 B&W sought a blanket limitation of liability, 15 and that to me would appear unreasonable.
16 Q
Was it your understanding that that 17 limitation of liability would have prevented 18 GPU f rom recove ring for the items set forth 19 for instance, in Section 11.1 as it wound up in 20 the final contract?
MR. KLINGSBERG:
For breach of 21 22 warranty under the 23 MR. WISE:
I think we are out of the 24 warranty section at this point and there is a general limitation of liability clause
(~
25
y_
1 Haimowitc 274 2
but let's find out what the witness recalls.
(~d) 3 THE WITNESS:
Can I have that question 4
repeated, please.
5 (The reporter read back the pending G
question.)
7 A
I believe a better way of saying it is my 8
concern that B&W may think that this provision, as 9
written, could exclude any type'of liability.
10 Q
Putting aside your concerns for 11 whatever understandings or misunderstandings B&W 12 might come to, did you come to any understanding i
13 with respect to the limitation of liability
)
14 prevision in the proposal that you had before you 15 when you wrote your mem( rand 2m which is now 16 Exhibit 25 as to whether that limitation would
}
17 prevent GPU or the operating subsidiary from 1
1
{
18 recovering for the types of damages expressly 4
19 set forth in that clause?
f i l
20 MR. KLINGSBERG:
In regard to matters i
21 under this contract?
4 I
22 MR. WISE:
In regard to matters under h
23 this contract.
l 24 A
I think my concern was really that it was-(~'
25 a total blanket limitation of liability and I w) t
+--
,- -- -a:.<r..,
., _ - - w.
t 1
Haimowitz 275 2
don't specifically remember if I was I
(G_)
3 8pecifically was concerned that GPU could not a
collect.
I do remember that the entire provision 5
was a total blanket that appeared to me totally g
unreasonable.
7 Q
Do you know whether the provisions 8
in the contract as finally executed contained 9
in Section 11.0 are substantially the same as 10 the provisions that you saw when you wrote your 11 memorandum?
1 A
I don't know.
13 Q
Do you know whether Met Ed was able D)
(_
14 to obtain any concessions from B&W with respect 15 to Section 11 of the contract?
j 16 A
I would think not.
l 17 MR. KLINGSBERC:
LI t is getting on t
\\
-l 18 past the lunch hour.
< r 1
19 MR. WISE:
Do you want to stop here?
i i
4 20 MR. KLINGSBERG:
It is up to you, t
21 MR. WISE:
Sure.
Let's take a lunch 22 break.
1 l
23 (whereupon, at 12:32 p.m.,
a luncheon 34 recess was taken.)-
ih-25
+
I r
a i
l~
276 2
AFTERNOON SESSION 3
2:08 p.m.
4 M I I. TON H A I M OW I T Z,
resumed.
5 EXAMINATION (continued)
G BY MR. WISE:
i 7
Q Mr. Haimowitz, you still have before 8
you Exhibit 25, which is your memorandum of l
9'
' August'1977, and Exhibit 28, which is the 10 executed copy of the_1977 Master Services Contract.
11 I would like you to refer for a moment 12 to page 9 of the Master Services Contract, and 13 specifically Section 10.4, Section B (handing).
(O
$_/
14 Do you recall whether you saw a 15 provision similar to or the same as Section 10.4-B 16 at the time you reviewed the proposal and wrote f
17 your memorandum which is Exhibit 257 18 A
Yes.
I~
19 Q
Did you form an understanding at the 20 time that you saw that provision as to what it i-
)
21 required?
22 THE WITNESSt Could you repeat the-i 23 question, please.
34 (The reporter read back the last
'..;)
(
25 question.)
i ';
l j.
h-
'l
1 Heinowitz 277 2
A I believe so.
'% s 3
Q What was your understanding at that 4
time?
5 A
It was my understanding at that time that G
Met Ed would be obligated to decontaminate any 7
parts or part that was being procured under this 8
specific contract prior to B&W making the 0
necessary corrections.
10 Q
Did you understand that Met Ed's 11 obligation might extend beyond a specific part 12 to include any area of work?
i 13 A
I don't know if I gave that any specific
()
14 thought.
15 Q
Looking now at the following page, l
16 page 10 of the agreement relating to f
17 indemnification, which begins at the bottom of 18 page 10 and carries over onta page 11 and the 10 top of page 12, do you recall whether the 20 proposal which_you had before you at the time of i
21 your memorandum contained a clause similar to or g
22 the same as what appears in the final contract
- pa on indemnification?
l 24 THE WITNESS:
Could you rapeat the
()
25
_ question, please.
t 1
L
=...,.,_n__
I Haimowitz 278 a
n 2
(The reporter read back'the last
-b}
l 3
question.)
4 A
It may have but I can't be sure.
5 Q
Looking a; your memorandum, on page 2
~
6 you made a commen t with respect to what in the 7
proposal was apparently numbered Section 12.0, 8
" Indemnification."
9 Do you see that?
t 10 A
Yes.
11 Q
Why don't you take a second and read 12 y o u.
comment there.
13 What did you mean by the " legal
/N O
14 ramifications with respect to the Price-Anderson l
15 Act"?
4 i
l 16 A
I believe at the time that the memorandum 17 was written, there was a question being 18 litigated on the validity of the Price-Anderson 19 Act and my concern was chat with respect to
[
20 Article XII, " Indemnification," that Met Ed g
21 consider a provision where we would only be able 22 to indemnify B&W only"to the extent that-we would 23 obtain~ protection under the Act's provisions.
t
^
~
24 Q
Did the' proposal that you had-before X
(v).
25 you at the time require 'lo t Ed to indemnify B&W
. i 1.
.s-x k
o s
I 1
Haimowitz 279
\\
h' i
l s,
(
2 beyond the extent o f prc ':e cf. ion under the t
's l
x i h.
~
3 Price-Anderson Act?
l up y
1
)
4 A
I don't recall.
~
s s.
5 Q
Do you know whether Met Ed was able s\\ y \\
\\ i-3{,
g to obtain any concession f rora B&W in accord 9
s l'
l 7s with.your suggestion?
r 8',
Just, to make my question clear, Mr.'Haimdyitz, I.am not asking for your opinion 9
i 10 today after rending the final contra t whether it it does or doesn't conform to your.reconmendation, s(
e the only t'hing I am $sking 12 is whether you ever c
i s
13 i
heard frost anybody what zesults were obtained h
s G
14 in any negotiaticas with B&W following your V
13 recommendation.
bi.
s 16
\\
MR. KLINGSBERG:
But'you are, of i
s i
.l' 17 cor.rse, free to look at the final contract t
si s
l N
i 18 l
toisea whether that, to.any extent,~
s i
N 54, f
k/
s 19
.' refreshes your; recollectioy in' anssiering v
the 3ubbtion.
l 20 s
- g it i
.,-g, don i tL' recall' bei(ny told b{'anybody at A
I 21
)
- . n 1
y
' t e t' Ed*if 1.n Iact t;. hey' 'ndd $*eceived day a,
22 8
~
y,.
9
.z
+
w
. -,. y
.N i
{
j 23 concession with respect'jo. indemnification.
s i
t
' 'f li. ' u e
s Q
'Orfde r3 thE,LOSi' procedure, as.you-i
,,4 t
L, i..,s.
s
..x. t. - _
~
-s
\\s l
.n', underst d 'J. t, was the level of authorlty
"* \\
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o 35 s.
.c
,x a
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Heinowiki<
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,,t-a 280
} -*
ve 1
I'
,/
j 7,
- h i n dli e,
2 necessary',for approval of a contra ~et i
/ if fx
(
GPU organi?.ation.in any way de.fr dh,n t upon'the 3
l, s s'
t 4
extent o f ' ' t'h'e 'e xpo s u re to liabilt'ty'that the
+
5 Particult;r cor.t'f ac t entailed?;
5 e
1 (i
Tdif WITNESS:
Will you repeat the
',i l
/
7 question,.please.
./
J l
.: )
i 8
(The renorter read. hack the {ast
. g, j
',r ' l
,,d b g
question.)
, ) -
i 10 MR. KLINGSBFdG$' Do yoit want to read
,J
/
.r 11 that again, please.
12 (The reporter again read back the 13 last quest $on.)
i 14 Q
Mr. Haimowitz, I real ze the question 15 is difficult.
If you would"l'ike me to rephrase i
1G it, I will attempt to brea'k it down into i
f 17 Parts; if you feel you can answer itithe way it i
18 is posed, we can begin there as well.
1 19 A
Could you break it down in parts, please.
i 20 Q
You are familiar with the LOSA L'
21 Proce<*ure at GPU?
22 A
Yes.
23 Q'
And it covers. contracts negotiated i
2.;
both on behalf of GPU Service as well as the
,'h
. 25 Operating companies; is that true?
a l
i
.h i
I;
~
?\\ r, 7 7'
's
,1 j,
IIcinowi tz 281 l
i
\\
,2 '
c A
That is corre ct.
,3 Q
Is it correct that the procedure 3 -h contains certain requirements as to the level of f l
's I
,5 authority necessary to execute and approve a
/
6 I
contract?
Y
. f7 A
That phrasing is g'ving me a problem.
b8 Q
Does 'the procedure contain requirements
.' i i
- 9 as to who is authorized to sign any particular 10 agreement or type of agreement?
11 A
I don't believe it specifies who is 7,
12 authorized to sign.
~
s 13 Q
My understanding of the meaning of the 14 6
term LOSA was a level of signature authority.
' 15 I may be using a phraseology that is i
w-16 not consistent with what is used within the GPU j
./
f 17 organization.
What I am attempting to determine i
18 is whether or not the LOSA specifies who it is i
19 within GPU Service or one of the operating h
l 20 companies who has the authority to give the final I
21 O.
K.
to any particular deal that is being g
I gg negotiated?
l 23 A
The LOSA policy sets forth necessary I
g4 reviews and approvals of commitments ptior-to I
h'~T t \\,_)
45 execution.
~
et
'h.
4 i
s.
L~_J-1 Itaicowitr 282 2
Q Doas it also set forth who it is that (m-)'
3 has the final say, if you will, on whether or not 4
the' contract should be accepted on behalf of 5
GPU or whichever operating subsidiary it is that 6
is involved?
7 A
It sets forth the approval cycle for each 8
type of contract, yes.
9 Q
To determine which approval cycle 10 under the LosA is applicable, what does one look 11 at in the contract?
12 A
one looks at the dollar value of the 13 commitment.
14 Q
How do you define " dollar value of the 15 commitment"?
Is it simp _y the purchase price j
IG or is there some other way of evaluating that?
17 A
The commitment is based upon the contract 18 price or the purchase price or the amount of 19 funding within the contract, i
+
20 Q
what do you mean by the " amount of g
21 funding within the contract"?
22 A.
Many of our contracts put certain funding 23 in that particular contradt and a provision is i
24 generally included which says that the' maximum i
(m._)
25 amount authorized under this particular contract p
li -
1 Hainowitz 283 2
is X number of dollars, that then puts a value O
3 and based upon that value, reviews and approvals 4
are obtained.
5 Q
That would be the maximum ag.ount that 6
is authorized to be spent on the services or 7
goods covered by the contract?
8 A
That is correct.
9 Q
In determining which approval cycle 10 should be applied under LOSA, is any consideration 11 given to the potential exposure to liability 12 which a particular contract may entail as opposed 13 to the purchase price, contr act price or level of
}'
s-14 funding as you have just described them?
15 A
It could be.
16 Q
Under what circumstances could it be?
l 17 ~
A The LOSA document sets forth mandatory i
1
- 13 reviews and approvals of commitments.
That does 19 not preclude each of the operating companies and 20 the Service company'from obtaining reviews and g
21 approvals of other contracts that may not be
['
22 mandatory but discretionary on the part of the 23 operating companies.
24 Q
Was there any policy at GP U to require i
25 reviews.iof contracts that involved potential P
-i t
i
l Haicowitz 284 2
exposure to GPU or one of the operating companies 3
beyond the amount of the purchase price, contract 4
price or funding authority?
5 A
At the Service Company there was no policy 6
which mandated reviews other than those that 7
the policy set fo r th.
However, as a practice, 8
since each Contract Manager had the ability to 9
seek and obtain reviews, certain contracts which 10 may not normally require a LOSA review and 11 approval could in fact go through that particular 12 process, but that is only as far as I know at the 13 Service Company.
O) 14 Q
Was there any understanding within 15 the Service company and the operating companies l
16 as to what those "certain contracts" would be?
17 A
I do not believe there was any formal 18 understanding.
I believe it was left as a t.
I' 19 discretionary matter'between the contract t.
20 professionals at each of the operating companies.
(
)
.21 Q
Did you ever hava any discussions 22 with Mr. Betz as to why:he had submitted the 23 proposal for a Master Services Contract to you 24 for your review?
25-A I don't remember but I may have.
t.
I l1
---.. - -..--.. - -..... _ _. - ~
4
(
l Haimowit 285 2
Q Did you have any conversations with (D
%/
any other person as to why the Master Services 3
4 Contract proposal had been submitted for your 5
review?
6 A
I believe I had some conversations with John'Mazella on that matter.
7 I
8 Q
What did you say to him and what did
\\
g he say to you about that?
10 A
To the best of my knowledge, I believe that 11 John Mazella solicited some opinions from us 12 with respect to this proposed draft.
13 Q
What opinions did he solicit?
14 A
He sought a review of the terms and i
15 conditions in our opinion of the contract as 10 proposed by B&W.
17 Q
Did he say why he was seeking your l
18 review?
i 19 A
I don't remember.
i I
Q Did you have any discussions with 20
.t Mr. Mazella concerning the warranty clauses?
21 22 A
I believe so.
23 Q
What did you say to him and what did 24 he say to you about that?
()
- 25 A
With respect to the warranty provision, I oj.
ti-u.
.n
h 1
Heitowitz 286 2
believe my comment to him was and recommendation was t delete that provision in its entirety and 3
4 the only -- the remembrance that I have is my 5
encouragement to John tc do the best possible job G
he could with respect to that provision.
Q Did he say anything to you on that 7
8 topic?
9 A
I was led to believe by John that he would 10 do the best that he possibly could.
11 Q
Is chat all you can remember that he 12 said to you?
13 A
No.
We discussed other provisions and we
( )
14 discussed in general the difficulty that a 15 negotiator faces when he is in a sole source situation, the problems and inequity of l
16 j
[7 bargaining power between the parties and I i
18 commiserated with him on the problems that he 10 would face.
20 Q
Did he say anything to.you as to what r
21 B&W's position was on the warranty provisions?
22 A
I don't remember discussing what John told 23 me about B&W's position on-the warranty.
34 Q
Did you have any discussions with Mr. Mazella concerning the limitation of l j'
, 25 V
l i
i-
L.
17 Hoitowitz' 287
- 2 liability clause in the proposal?
3 A
I believe so.
4 Q
What did he say to you and what did 5
you say to him on that topic?
i G'
A I think our con'versation with respect to 7
the 1 imitation of liability was similar to the 8.
our conversation regarding the warranty.
I 9
recognized the difficulty of his position, I 10 recognized that he is dealing, you know, in a 11 situation where he just can't say we exclude 12 B&W, it 10 not responsive to our needs, and I 13 seem to remember giving him encouragement, just 14 try to do the best he possibly could.
15-Q what did he say to you, if anything,
?
I 16 about B&W's position on the limitation of i
17 liability provision?
l 18 A
I don't remember discussing the B&W position 19 with John except as it may have appeared in the 20 proposal, which I don't. remember.
21 Q
Did you discuss with Mr. Mazella the
)
32
' indemnification provisions in the proposal?
i 3
-23 A
I believe so.
1 24 Q
What~did he'say 1o you and.what did
' F l?
25 you-say to.him on that topic?
i
.l 4
M 1
Mainowitz 288 2
A Again, with respect to the indemnification
. (-4
(-
3 provision I brought up what appeared in the
.i memorandum-to see if he couldn't scratch the 5
article in its entirety and consult with his G
legal people to try to rewrite the provision so 7
that'it would place less of a -- it would be 8
less of a general limitation, which I felt was 9
or indemnification, which I felt was quite broad.
10 Q
Did he say_anything to you concerning 11 B&W's position on that issue?
12 A
I don't think I can remember anything on 13 that.
14 Q
Did you have any discussions with 15 anyone else'besides Mr. Betz and Mr. Mazella 16 concerning your review of the proposed Master 17 Services Contract?
18 A.
I may have had some conversations with Fred Glickman.
19 20 Q
What did you say to him about the
-)
21 Proposal?
.22-A I called to Fred's attention that I had 23 recommended in a memorandum to Met Ed that the 24 draft contract was objectionable and would hope
')
' 25.
that negotiations, you know, would be undertaken x
- }.
li c.; >
'.L.., - -
1 Heitowitz 289 2
by Met Ed to alter many provisions.
/
4
~/
3 l Q
What did you tell him was objectionable 4
about !t?
5 A
To the best of my recollection, I believe we
(;
discuused the points in the memorandum.
7 Q
Is that the only recollection that 8
you have?
9 A
That's about all I can remember of 10 discussions with Fred.
11 Q
What, if anything, did he say to you 12 about the proposal?
13 A
I think he concurred with my recommendations.
_)
14 Q
Do you recall anything else that 15 Mr. Glicknan said to you about the proposal?
16 A
I don't believe so.
l 17 Q
Do you remember talking with any other 4
18 person concerning the proposed' Master Services 19 Contract?
20 A
I may have but I can't remember.
3; MR. KLINGSBERG:
Can we have a h
I l
l 22 two-minute break.
23 MR. WISE:
Sure.
24 l
(Whereupon, a recess.was taken.)
I
(
25 MR. WISE:
I would next like to have i
m
\\
1 Haicowitz 290 2
marked as Defendants' Exhibit 29, a copy of
()
a mem randum fr m Mr. Haimowitz to a Mr.
3 4
Guerin dated January 19, 1976.
5 (Copy of a memorandum dated January 19, G
1976, from Mr. Haimowitz to Mr.
J.
E.
- Guerin,
.was marked as Defendants' Exhibit ". 9 for 7
g identification, as of this date.)
BY MR. WISE:
g 10 Q
Mr. Haimowitz, is Exhibit 29 a copy of gg a memorandum you prepared?
12 A
I believe so.
13 Q
Who was Mr. Guerin?
A Mr. Guerin was a Manager of Purchasing at g4 t
15 Metropolitan Edison who later became a Director.
Iti of Materials Management.
j g7 Q
What was the subject of Exhibit 297 i
'l gg A
It says " Master Contract for Engineering and i
19 Technical Services."
1 20 Q
Was there a proposal for such a t.
l' ntract under consideration?
21 I
h A
I d n't recall.
22 23 Q
Does reading the memorandum refresh i
y ur rec 11ection?
24 i
i A
I d n't recall.
v3 25
-]
q
,1
'i
l 1
Haimowitz 291 2
Q What occasioned your writing the O
kJ mem randum?
3 4
A I don't remember.
5 Q
Did you have any oral discussions with Mr. Guerin concerning the subject of this g
memorandum?
7 8
A I don't recall any conversations with Mr.
Guerin.
9 10 Q
Do you recall any conversations with 11 any person concerning the subject of this 12 memorandum?
13 A
I do not.
~
)
14 Q
Do you recall any negotiations between I
15 GPU and Met Ed on the one hand and B&W on the i
16 cther during 1976 with respect to a Master t
i g7 Services Contract?
{
Ig A
I don't recall anything in '76 with respect I
to a Master Services Contract.
gg I
Q:
D y u remember whether in 1976 you 20 made a review of a Master Services Contract that 21 had been executed in the past between Med Ed 22 23 '
^^d B'W7 t
A I may have but I don't recall. _
24
(']' -
25 Q
Do you have any knowledge today as w-i L: --
m-. _..
- .-- - ;; - -- ; ; a- - -
-u=-
. ~
1 Hainowitz 292 2
to what the Master Contract for Engineering and C"
\\
Technical Services was, to which you referred 3
4 in your memorandum?
5 A
tio, sir.
g Q
And I take it you have no recollection 7
of the terms and conditions contained in any such 8
contract?
D A
That is correct.
10 Q
And you have no knowledge as to any 11 negotiations that may have occurred during 1976 12 with respect to a Master Services Contract for 13 TMI?
(_%)
g4 A
I have no knowledge of any that could have 15 taken place in
'76.
j IG MR. WISE:
I would next like to have 17 marked a copy of a memorandum from Mr.
I i
18 Haimowitz to Mr. Howard, dated May 18, 1977.
i 19 (Copy of memorandum dated May 18, 1977,
~
)
20 from Mr. Haimowitz to Mr.
R.
W.
Heward, was 21 marked as De fe ndants ' Exhibit 30 for 22 identification, as of this date.)
23 Q
Is Exhibit 30.a copy of a memorandum 24 that you prepared (handing)?
k.'_'['
25 A
It appears to be.
1.
f.
L
_w
~m 1
Haimowitz 293 2
Q Was this memorandum prepared in O,
3 connection with the delay claims that B&W had 4
presented to Med Ed and GPU?
5 A
I believe so.
G Q
Who was Mr. Heward?
7 A
Dick Heward was our Project Manager for i-8 TMI-2 at the time or at the date of the 1
9 memorandum.
10 Q
Why did you wish Mr. Heward to prepare 11 the review described in your memorandum?
12 A
could you repeat the question, please.
13 (The reporter read back the last-14 question.)
l 15 A
The memorandum apparently included an i
16 enclosure which contained licensing efforts 1
l 17 performed by B&W for which additional funds were 18 required.
This required some technical input to I-19 find out the dates, whether'or not it fell I
20 within the scope of the nuclear safety analyses, 21 which was a part of the contract,.and I believe 22 that Dick would have been the man most logically 3
23 to get us the necessary answers.
i i
}
F i
i 24 Q
Why were you interested in whether 4
i k-
,W
~
ll 1
Haimowitz 294 2
that such work was required from NRC prior to
()
3 April 1976"?
4 THE WITNESS:
Will you repeat that 5
question.
G (The reporter read back the last 7
. question.)
8 A
I believe that the request for additional i
9 funds by B&W for licensing activities would not 10 be valid if B&W could have reasonably anticipated 11 or known that such work was required prior to
'76.
12 Q
Did you believe it would be valid if 13 B&W could not have known or reasonably anticipated
' /^'s 14 that?
U 15 A
I don't know if I ever came to ~ that I
16 conclusion.
17 Q
Did you ever get any response from 18 Mr. Heward to your memorandum, Exhibit 307 i
i 19 A
I do not believe I got a response from Dick i
20 Heward but I believe a response was furnished to I
21 me.
22 Q
Who within GPU would have the authority 23 to make a decision whether B&W was entitled to 24 bc compensated for work that it would,not 25 reasonably have anticipated or known would be I
. j.
?
1 Hainowitz 295 2
required by the NRC prior to 1976, April of 1976?
()
A I d n't think I understand the question.
3 4
Q You testified that you were interested in finding out whether B&W reasonably anticipated 5
g or knew about certain NRC requirements before 7
April 1976 in order that you could determine l
8 whether the claim was valid; is that correct?
9 A
I think it is too narrow.
You also have to 10 see that it is also a requirement to verify that 11 such items fall outside the scope of work as set 12 forth in the contract (indicating).
13 '
Q That **rhaps is a second requirement
()
14 in your memorandum and we will come to that in i
15 due course.
l 16 My question really is:
Who was the l'T decision-maker within GPU as to whether or not to 18 Pay the claims that B&W was making?
Was that I
i 19 something that you had authority to do or was it i
20 something that somebody else had authority to do?
A I don't know what you mean by-a " decision-21 maker."
In any claim, input would be required 22 from the technical people who would be aware of, 23 in this specific instance, the licensing 34 i
/^T 25 requirements.
%)
i 1
g2c.+wxa;
.w.- ;a :.-- =
e--------- =m--.
., ~ ~ -
-1 Haimowitz 296 2
If the licensing costs are determined then p[
k-to be due or brought about totally by the delay, 3
at that point in time when we accept a validity 5
of a position, then negotiation on the amount of G
moneys would take place.
7 I hope I have answered your question.
I 8
didn't know what you meant by " decision-maker."
g Q
In your answer you said "we" 10 determined the validity.
11 Who are you including within the term 12 "We"?
13 A
Certainly the contract's representative and
(
14 certainly the technical function.
f 15 Q
And how would that determination be j
16 made?
Would you take a vote or would one person 17 have authority to make a final decision?
18 A
At my particular level, and at the Project 19 Manager's level, we would retch a meeting of the 20 minds, at which point I would compel probably a t
21 meeting with my superior, as Dick would do with 22 his, to receive their concurrence.
23 Q
Your superior.at that time would have 24 been Mr. Glickman, I take it?
4
,' f7 :
o5.
A That is correct.
k_)
~
t-b_
1
<j u.
4.
.f r.
(
1 Hainowitz 297 2
Q Mr. Heward's superior at the time
,k) w uld have been who?
3
.t.
A Mr. Bill Hirst.
5 Q
Between Mr. Hirst and Mr. Glickman 6
who had final authority on whether to pay the 7
claim.?
8 MR. KLINGSBERG:
If either of them.
9 A
I think depending upon the claim, depending 10 upon the amount of that particular claim, it 11 may have been of such magnitude that it would go 12 up higher one other step.
13 Q
And what would be the next step?
()
14 A
Since Mr. Glickman and Mr. Hirst were both l
.15 Managers at that time, I believe it would have 16 gone to the next level, which would be a vice 17 Presidential level.
/
18 Q
Would that have been Mr. Verrochi?
l l
19 A
Bill Verrochi at that time was Vice President 20 of Generation at the Service Company.
21 Q
Would he have been the one with the 22 final decision as to whether or not to pay the 23 claim?
t 24 A
Again it would, depend upon the d,o ll a r l
25 involvement of that particular claim.
k t I-I o!
1 Hainowitz 296 2
Q You were involved in these negotiations,
()
3 were you not, concerning the claim?
4 A
Ye8-5 Q
And you were aware at the time how 6
much was involved?
i 7
A
.I bel,ieve I testified to that.
i 8
Q And you are aware today approximately D
how much was involved?
[
10 A
Very approximate.
11 Q
Given your knowledge of the approximate 12 amount, can you tell us today who had the final l
13 say on whether or not to pay this claim?
I
()
14 THE WITNESS:
Could you repeat the i
15 question, please, t
16 (The reporter read back the last 17 question.)
18 A
could you clarify that?
I believe that l
19 question is giving me trouble.
20 Are you asking -- what are you asking.
Are i
21 you asking who today would have had then?
h 22 Q
No, I am not interested in who occupies 23
.today the position that wo,uld then have been the 24 -
final decision maker.
25 I am simply trying to find out, LO-I
-i j.f I '
1 Hainow4.tz 299 2
Mr. Haimowitz, who it is at GPU who eventually is O) going to have to make up his mind to pay B&W the s_
3 4
money they were asking for or not.
5 A
At that time in May of 1977, based upon G
the to tal claim, in remembrance of the appproximato 7
amount of that particular claim, what we felt it 8
was worth, that would have been a decision that 9
Bill Verrochi would have made.
10 Q
Thank you.
11 MR. KLINGSBERG:
Off the record.
12 (Discussion off the record.)
i l
1 13 (At this point, a recess was taken.)
()
14 MR. WISE:
Let me next ask to have 15 marked as Defendants' Exhibit 31, a copy of 16 a memorandum dated September 7, 1977 from i
17 a Mr.
J.
J.
Barton add.*essed to Mr.
18 Haimowitz.
i (Copy of a memorandum dated 19 I
l oO September 7, 1977, from Mr.
J.
J.
Barton to Mr. Haimowitz, was marked as Defendants' 21
'h Exhibit 31 for iduntif ication, as of this 22 date.)
23 I
BY MR. WISE:
34 25 Q
Is Exhibit 31 a copy of a memorandum
^}
i t
.N J
1 Haicowitz 300 2
you received?
O(,)
3 A
It appears to be.
4 Q
Who was Mr. Barton?
5 A
John Barton apparently was the acting Project G
Manager at that point in time for Three Mile j
7 Islan.d Unit 2.
8 Q
Had he replaced Mr. Heward?
9 A
I don't know.
10 Q
Was Exhibit 31 sent to you in response 11 to your memorandum to Mr. Heward of May 18, 1977 12 which has been marked as Exhibit 30?
i 13 A
May I see Exhibit 307
(}
14 MR. KLINGSBERG:
Yes (handing).
15 Q
I would also direct your attention to
[
16 the opening paragraph of Exhibit 31.
17 A
I believe this is a response from John 18 Barton to the memorandum of May 18, 1977 which l
19 is titled Exhibit 30.
20 Q
Did you receive any.other written f
21 responses to your May 18, 1977 memorandum?
h 22 A
I may have but I'm not sure.
23 Q
Did you have any discussions with i
~
24 Mr. Barton concerning the subject of Exhibit 317 3
f's, 25 A
I don't believe I had conversations with
\\_)
i.
i[.3 Q o
, i.-
C ~-
1 Haicowitz 301 2
Mr. Barton.
()
3 Q
Did you have conversations with any other person concerning what Mr. Barton reported 5
to you in Exhibit 317 6
A I believe so.
I 7
-Q With whom did you discuss there matters?
8 A
With Bob Cutler.
9 Q
who was Mr. Cutler?
P 10 A
Bob Cutler was a GPUSC Project Engineer 1
11 assigned to the Three Mile Island Unit 2 project.
l 12 Q
For whom did he work?
I 13 A
John Earton worked for Dick Heward.
(}
14 Q
I'm sorry, I was directing my question 15 to Mr. Cutler.
i 16 A
oh, I'm sorry.
j 17 Mr. Cutler reported to Dick Heward.
I}
18 Q
Were Mr. Barton and Mr. Cutler 19 approximately equal in rank within the GPU 20 organization?
21 A~
I don't think so.
22 Q
Who was senior?
23 A
John Barton was senior to Bob Cutler.
l 34 Q
What discussions did you hpve with
}
- 25 Mr. Cutler concerning the subject of Mr. Barton's
(
1 t,
I-
,%~
--v a, ax.a.
1 Haicowitz 302 2
memorandum?
(~x
\\-
3 A
I became aware that Bob Cutler had prepared 4
the details within the specific memo and I 5
believe my conversations with him were each cf 6
the elements that appear in this memorandum.
7 Q
Was any memorandum prepared by Mr.
8 Cutler subsequent to Exhibit 317 9
A I don't know.
10 Q
Did Jhr. Cutler change any of the 11 conclusions that are set forth in Exhibit 31?
12 A
He may have but I can't recall.
13 Q
Did Exhibit 31 serve as the basis for
)
14 any conclusions that yoi. dree in connection with 15 the B&W claims?
l 16 A
I believe that the contents of that memo 1
17 didn't firm up any conclusions in my mind at the l
18 time the memo was written but at least it allowed 10-me to intelligently rebut portions of the B&W 20 licensing issues.
I 21 Q
Did the memorandum, Exhibit 31, in
.)
22 /
any way support any of the claims that B&W was 23 making?
24 THE WITNESS:
Could you repeat the
)
25 question, please.-
k i
t I
i----
s%
1 Haimowit:
303 2
(The reporter read back the last
([
3 question.)
4 A
I believe it led to potential additional j'
5 negotiations which could address certain points 1
6 within'the memo.
i l
7
-Q Was it your understanding at the time Ii 8
you were negotiating with B&W concerning its delay l
l 9
claims that if B&W could establish, first, that 1
10 it could not have reasonably anticipated or known i
11 that a particular item of work was required by 12 the NRC prior to April 1976, and second, that the 13 work fell within the scope of nuclear safety
(}
14 analysis required for an operating license, that 15 B&W would be entitled to be compensated for that i !
-l IG work?
I j
17 A
That's confusing.
May I have it reread, 18 please.
~l 19 (The reporter read back the last-i) i 20 question.)'
-21 THE WITNESS ~ That's what I thought.
h j
22 MR. WISE:
I will have to rephrase.the-j 23 question.
t,
t 24 Q
Was it your understanding jt the time 1 15 you were. negotiating with asW on its delay claims J
l 9
~.
l l,
e
1 Hainowitz 304 2
that if B&W could establish, first, that the work I
f (/
3 could not have reasonably been anticipated or 4
known to be required by the NRC prior to April 1976 5
and, second, that the work did fall within the 6
scope of nuclear safety analysis required for an 7
operating license, that B&W would be entitled to 8
compensation?
9 A
I believe there has to be a third element.
10 Q
What is the third element?
11 A
In that-the delay in undertaking the work 12 was not due to B&W.
13 Q
Did you ask anyone to make any
(}
14 investigation with respect to whether or not 15 any of the delays involved in the claims made by 16 B&W were attributable to B&W?
i 17 A
I believe so.
t 18 Q
Did you receive any written analysis I
19 on that topic?
20 A
I may have but I can't remember.
?
21 Q
Did you receive any oral analysis on I
22 that topic?
23 A
I may have but I don't recall.
24 Q
From whom did you seek an_ analysis as
[,..
25 to B&W's responsibility for any delays?
t ()
i l
l'.
e.
t %
J----------------------
m %
_,.y 1
Hainowitz 305 2
A If I remember correctly, it appeared in early (q>
3 memos and also I think that the May 18, 1977 memo 1
may request from the Project Manager if any of 5
it was performed at a later date due to the G
convenience of B&W.
7
' May I?
8 (Document handed to the witness.)
9 I believe that the intent of the first 1
10 numbered paragraph in that letter was the mere 11 fact that the work was performed at a later date 12 fo r its own convenience or a nonpriority basis as 13 an indication to the Project Manager to insure
()
14 that it wasn't due to any delay and consequently 15 on a nonpriority basis.
16 Q
Did you have sny discussion with 17 Mr. Cutler, any oral discuss.on prior to his i
j 18 preparation of Exhibit 31?
I 19 A
I believe so.
20 Q
Did you give him any instructions as i
21 to the format the memorandum he was preparing
)
22 should take?
I 23 A
I can't recall giving him specific 24 instructions with respect to a format-that the
)
i
.()
23 memo should-take, s
1 i
li___
'l 4
l' Haimowitz 306 t
2 Q
Did you discuss with him what he' should 3
put into the memorandum?
4' A
I don't know what *ou rean by that.
5 Q
Well, did he discuss with you what he 6
intended to write?
7 A
,I don't recall.
8 Q
Did you give him any advice or i
9 suggestions as to how he should write it?
10 A
I don't recall.
11 MR. WISE:
I don't think I have any 12 further questions.
13 MR. KLINGSBERG:
That's wonderful.
Can
(-)
14 we take a short break and we will decide
%J s..
~,.
j 15 whether we have any cross-exam. nation.
i 16 (Whe re upon, a recess was teksn.)
.t 1
l 17 BY MR. KLINGSBERG:
18 Q
Mr. Haimowitz, I would like to show l
19 you Defendants' Exhibit 24-B, which you were
[l 20 asked about on your direct examination, that is i
l !
the document entitled " Standard Consulting.
21
)
i 22 Agreement, GPU Service Corporation," and'I would
?
23 like to direct your attention toapages'6 and 7,
).:
24 Article IX and Article X (handing).'
t 25
.Now, ArticlefX provides in part, i.}'1
- - - - - - ~ - -
RJm
.k]
7 s,,
g Haimowitz
'\\-
307
,\\
a
,3 s
t j'
2
" Consequential damages as defined in this Agreement A,
A 3
shall mean all indirect damages other than the
(]; <
x.
i 4
actual, direct damages and incidential damagfe s
t.
s 5
mentioned in clause jb) of the first paragraph of
\\
4% %
5 I
6 Article Id of this Agreement."
'3 s,
l s
C.
\\
\\
i
'co you sceqthat ? 9, s,
7
.s s.
s N
j 8
A 7ds.\\
\\.
9 Q
Nc,w,,you were asked on direct t,-
3
' N 10 examinatiosl,s ands I am paraphrasing because I t,
\\
,11 don't nave the transcript, whethe'r that (efinition
\\
s,
12 was in accdrd with your unders'$and,ing,' att the tir.e
. s'N.
s, i
s of_*the meaningnof consequentia$. damages.
L:
13 3
g l
3
(,)
you recall.( that' queation an'd
^
14 answer?
N.
t N.
I,b / lie ve.ca o.
15 A
'4 16 Qt In'-an swicing that questien,<could you 7'*
s.
w 17) exP ain raare coppletely'whrt your understanding l
i i 18 was of Whhse two provisions in 4 elation to the l i 7 j
3 I
19 definition of conseqhen.tlal damages in this f
'\\". '
t j
20 agreement?
, ~ J.
that consequential 21 A
iMy underscanding was I
'k 22 damages include direct damages.
},
(
23 In Article IX Me have --
4 t
24 Q
,,,, Cl aus e (b)?
25 A
Clause (b).
A( )
.a.
t'
.t i
'e
.}-[
c s.
L
~
ge = - -- -
wsu i
Haimowitz-3C8 2
-- we have examples of direct damages but these
(
3 are merely examples or illustrations, they are not 4
all-inclusive and were not intended to be 5
all-inclusive as evidenced by further words G
where we say " including" and also we mention 7
"without limiting the generality of the foregoing,"
8 so it is safe to say that my understanding is that 9
'the direct damages in this specific provision 10 merely show examples of what we deem direct 11 damages.
12 I would also like to point out that this 13 specific. consulting agreement is a document that O..
14 is utilized by CPU in its contracts with I-15 consultants where very limited expenditures are 16 put forth.
i 17 MR. KLINGSBERG - I have no further i
18 questions.
.19 BY MR. WISE:
i 20 Q
Do-I understand your answer to L
21 Mr. Klingsberg's question to be that you consider I
22 consequential damages, damages other than direct 1
23 damages?
24 A
That is correct.
t t-
\\
25 MR. WISE:
I have.no further questions.
'n)
.y.
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1 Haimowitz 309 2
MR. KLINGSBERG:
Would you also
.( )
'3 include other than direct and incidental 4
damages?
5 THE WITNESS:
I will include --
6 MR. KLINGSBERG:
As included in this 7
- agreement?
8 THE WITNESS:
.Yes, as included in 9
this particular thing, also all.
10 BY MR. WISE:
11 Q
So the universe of damages to you 12 includes those things that are direct, those 13 things that are consequential and those things
('J-14 that are incidental?
15 A
I don't follow that.
,j 16 Q
well, you have mentioned that in i
17 Article-IX there is a description of direct I
1.
18 damages, correct?
I 19 A
Illustrations of direct damages, correct.
p 20 Q
Right.
And in Article _IX Clause (b),
t 21
. direct damages are mentioned plus the
)
22
. illustrations are given as to what is meant by.
23 direct-damages?
I 24 A
The illustrations are'given of direct
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25 damages.
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r
?
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1 Hai=owitz 310 2
Q And it also mentions the term
{~'/)
3
" incidental damages"?
x_
4 A
Let me see.
Just let me see.
5 That is correct.
6 Q
Other than direct and incidental 7
damages, does Clause (b) mention any other type 8
of damages?
9 l
A O.
K.,
what is your question?
10 Q
Other than direct and incidental 11 damages, does Clause (b) mention any other types 12 of damages?
13 A
Yes.
(~
14 Q
What other types?
V) 15 A
Actual.
16 Q
Do you interpret Clause (b) to be 17 drawing a distinction between actual damages and
{
18 direct damages?
I 19 A
Yes.
20 Q
What is the difference between actual and direct damages?
21
}
22 A
An actual damage could be the actual amount 23 of dollars suffered, direct damage could be a 24 little more with damage that could consist of
(
25 other elements that wouldn't be in the actuel.
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-]
1 Hainowitz 211 2
Q Would all actual damages be included
(:
3 within direct damages?
4 A
Yes.
5 Q
So that within the terms " direct 6
damages" and " incidental damages" have we included 4
7 everything that you meant to cover.in clause (b) 8 ofJArticle IX?
9 A
No.
10 Q
Besides direct damages and incidental 11-
' damages, what else did you mean to cover?
4 12
'A ch, in that light
.he direct damages and i
13 these -- yes, I'm sorry, I misinterpreted what 14 you said.
15 Q
And am I correct that in Article X i
j 16 you said that all damages, all indirect damages t
17 other than what.waa covered under-(b) would 1
I 18 constitute consequential damages?
i=
19 A
That ir not correct,
.l' 20 Q
Well, doesn't that l-i
. Indirect damages.other than actual, direct r
21 A
I 22 and incidental. damages.
Q And that is what is covered under 23 24 Clause (b) of Article IX?
We just-covered that?
"I 25 -
A Not totally..
In other words,' Article IX
~
Nv c:
-i.+
JI.r.
L_.,
i 1
Haimowitz 312 2
has examples.
Are you just sticking to the 3
term " actual, direct and incidental"?
4 Q
Yes.
5 A
That's the damages that are referred to in 6
Article IX (b).
7 Q
Right.
And Article X defines 8
consequential damages, says everything else 9
except those constitutes consequential damages?
10 A
Yes.
11 MR. WISE:
No further questions.
12 (Time noted:
3:58 p.m.)
13 g4
---s 7
\\
1 15 Milton Haimowitz 16 17 Subscribed and sworn to before me j
18 this day of 1981.
i 19 20 21 l
22 23 1
24 25 I
i
L.__.....__.
~
~
i i
1 l
313 J
CERTIFICATE ti 2
i STATE OF NEW YORK
)
3 i
- ss.:
COUNTY OF NEW YORK
)
1 l
I, CII A R LE S SII AP I RO a Notary 5
i Public of the State of New York, do hereby 6,
t certify that the continued deposition of i
MILTON II A I M OW I T Z Was taken before i
i 8
me on Friday, April 24, 1981 consisting
!)
240 312 of pages through I further certify that the witness had l
ll i
been previously sworn and that the within I
- transcript is a true record of said testimony; I
i That I am not connected by blood or l
marriage with any of the said parties nor i
interested directly or indirectly in the matter l
1(i i
j in controversy, nor an I in the employ of any 1
of the counsel.
IN WITNESS WHEREOF, I have hereunto set my 10 hand this 3 day or APRIL 1981.
20 21 g
22 23 Charles Sha o,
CSR 24 25 I
i
31-1
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I N D E X V'
WITNESS PAGE Milton Haimowitz (resumed) 242 E XH I B I T S DEFENDANTS' FOR IDENTIFICATION 28 Master Services
(. on tra c t between Metropolitan Edison Company and Babcock & Wilcox entered into as of June 1,
1977 250 29 Copy of memorandum dated January 19, 1976, from Mr.Haimowitz to Mr.
J.
E.
",/~}
Guerin 290
's )
30 Copy of memorandum dated May 18, 1977, from Mr.
Haimowitz to Mr.
R.
W.
Heward 292 31 Copy of memorandum dated September 7, 1977, from J.
J.
Barton to Mr.
Hainowitz 299 l
/ k x._ )