HomeMy Public PortalAboutORD11156 BILL NO. 88-138
SPONSORED BY COUNCILMAN HALSEY
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A GROUP AGREEMENT FOR THE STEERING
COMMITTEE OF POTENTIALLY RESPONSIBLE PARTIES FOR MISSOURI ELECTRIC
WORKS, INC.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI,
AS FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and
directed to execute an agreement to participate with the group of
potentially responsible parties through a steering committee in
dealing with the Environmental Protection Agency on the Missouri
Electric Works, Inc. , site located at Cape Girardeau, Missouri.
Section 2. The agreement shall be substantially the same in
form and content as that agreement attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect
from and after the date of its passage and approval.
Passed - h5 - Approved
Presid Officer Brafbr
ATTEST:
City Clem
t,�
r
GROUP AGREEMENT FOR THE
STEERING COMMITTEE OF
POTENTIALLY RESPONSIBLE PARTIES
FOR MISSOURI ELECTRIC WORKS, INC.
This Agreement is made as of the date of execution set forth
below between and among the parties (hereinafter called the
"Members" ) whose authorized representatives have executed this
Agreement.
WHEREAS, without admitting any fact, responsibility, fault
or liability in connection with the Missouri Electric Works site
(hereinafter called "MEW" ) , located at Cape Girardeau, Missouri,
the Members hereto wish to (1) devote their resources efficiently
to respond to any claims that may be asserted by the United
States in connection with the MEW site; ( 2) allocate among
themselves common legal , technical , administrative and other
costs incurred in connection with this matter; and (3) cooperate
among themselves in this effort;
NOW, THEREFORE, in consideration of the foregoing, the
Members mutually agree as follows :
1 . The MEW Steering Committee. The Members hereby organize
and constitute themselves as the MEW PRP Group (hereinafter
called the "Groin" or "Steering Committee" ) . Each party whose
authorized representative has executed this Agreement is a Member
of the Group.
2. Purpose.
2.1 It is the purpose of this Agreement that the terms
hereof shall control the manner and means by which the Members
will :
(a) organize and conduct a common response to any claims
that may be asserted by the United States or others relating to
the MEW site& including , but not limited to, the Group' s per-
formance of any removal or response action or the organizing and
conducting of a common defense for any claim;
(b) organize and conduct negotiations with the United States
Environmental Protection Agency (U.S. EPA) and other persons
concerning Group settlement of all or a portion of said claims;
(c) retain and pay common consultants and allocate respon-
sibilities;
(d) raise and spend necessary funds to implement these
purposes;
(e) take all necessary and reasonable actions to effectuate
this Agreement= and �f
( f) allocate among themselves all costs incurred or to be
incurred as authorized by this Agreement, including, but not
limited to, legal, technical, administrative and other costs
( "Shared Costs" ) .
2.2 Members' Cooperation. The Members shall cooperate with
each other to effectuate effectuate-the e purposes of this Agreement.
3. Organization and Procedures
3.1 Committees. In order to carry out the purposes of this
Agreement, the Mem ers (Steering Committee) do hereby establish
four other committees: the' Executive Committee, the Legal
Committee, the Technical Committee, and the Allocation Committee.
Any individual serving on any committee on behalf of any Member
agrees, by virtue of such service, to maintain the privileged
nature and confidentiality of all communications and proceedings
of such committees. Such obligation shall continue in the event
such individual should leave the employ of or cease to represent
s-uch Member.
3. 2 Authority to Decide. Except as otherwise provided
herein, the Members shall act by and through the Steering
Committee (Group) .
3. 3 Meetings. The Members may authorizefor direct actions
under this Agreement only at meetings duly held and called for
such purpose, which meetings shall be called regularly by the
Executive Committee. Meetings of the Group may be called for any
purpose at any time by any three or more Members of the Executive
.Committee or by any fifteen or more Members of the Group.
3 .4 Majority Rule. Any matter under this Agreement may be
referred to a meeting of the Group. The Group shall attempt to
make decisions by consensus. However,. except .as otherwise
provided herein, on any matter put to a vote, such matter shall
be decided by a majority (more than 50% ) of the Voting Power (as
defined in Section 3.5 of this Agreement) of the Members present
in person or by proxy at the meeting.
3.5 Notice of Meetings. Written notice of the time, place
and purpose of any meeting of the Group shall be sent to each
Member entitled to vote at such meeting at least ten (10) days
and not more than thirty ( 30) days before the date of such
meeting by mail or by other means of written communication
charges prepaid, addressed to each Member at the. address appear-
ing on the service list maintained by the Executive Committee.
In the event a meeting is necessary on less than ten (10) days'
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written notice, the Members calling the meeting shall provide
® notice in fact to every Member personally.
3.6 Voting Power. At any Group meeting , each Member shall
have a vote in the proportion that the amount of financial
contribution assessed and paid by such Member under this Agree-
ment as of the last assessment made pursuant to this Agreement
prior to such meeting bears to the total amount of financial
contribution assessed and paid by all Members under this Agree-
ment as of such assessment. Any Member which has been assessed a
financial contribution which assessment remains unpaid at the
time the meeting is called may vote only upon payment of the full
assessment no later than the commencement of the meeting.
3.7 Voting by Proxy. , A Member eligible to vote at a Group
meeting may assign in writing, in a form established by the
Executive Committee, its vote ( in accordance with Section 3. 6 of
this Agreement ) to another Member eligible to vote at the
meeting .
3.8 Quorum. Fifty percent ( 508) of the eligible voting
power (as c e Fi ed in Section 3. 6 of this Agreement) of the Group
shalt be present in person or represented by proxy at any Group
meeting.
4. Executive Committee
O 4.1 Executive Committee Members. Memberphip on the
Executive Committee shall be open to any Member who expresses a
willingness to make its representative reasonably available to
participate actively in its functions. If more than eleven
Members volunteer, the selection shall be by vote of the Group.
4.2 Enumerated Powers of the Executive Committee. The
powers, duties, and responsibilities of the Executive Committee
shall include, but shall be subject to its ByLaws as approved by
the Steering Committee:
(a) directing common legal activities in cooperation with
and after seeking advice and recommendation of the Legal Commit-
tee;
(b) selecting, retaining and determining the activities of
any consultants retained for assistance in the matter after
seeking advice and assistance in this role from the Technical
Committee;
(c) appointing subcommittees to handle specific matters;
(d) negotiating and referring settlement matters to the
Group;
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(e) electing a Chairperson of the Executive Committee who
shall also act as Chairperson of the Group;
( f) identifying potentially responsible parties and recom-
mending to the Group a method of allocating Shared Costs in
cooperation with and after seeking the advice and recommendation
of the Allocation Committee;
(g) negotiating with U.S. EPA and other persons with respect
to all spatters arising oure of the matter;
(h) recommending to the Group that litigation be commenced
against any party to this Agreement for breach of this Agreement,
or to enforce the terms thereof;
( i ) circulating to the' Group such substantive pleadings,
motions or other written submissions as the Executive Committee
deems necessary in order to allow a Member to determine if it
wishes to exercise its option under Section 4 .4 hereof; and
(j ) conducting such other activities that are authorized by
the Group to carry out the purposes of this Agreement .
4.3 Shared Costs. Those activities authorized by the
Executive Committee to be incurred on behalf of the Group shall
be funded by the Members as Shared Costs.
4.4 Right of Se arate Counsel. Notwithstanding any common
legal advice and services in respect to any matter, each Member
reserves the right to select and retain its own counsel to
represent such Member on any matter, and to advise any common
counsel that such Member is not to be represented by or through
common counsel with respect to any such matter.
4.5 Litigation A ainst Other Persons. The Executive
Committee may recommend to the Group that a claim be asserted on
behalf of the Members against other persons. No such claim may
be asserted under this Agreement without the consent of a
majority of the Voting Power of the Group, and any Member may
elect to decline participation in any such suit, and may, but
need not, in lieu of such participation assign its claim to the
other parties. Nothing in this paragraph shall affect or impair
the right of any Member to assert any claim in its own name and
right against any person.
4 .6 Voting . The Executive Committee shall attempt to make
decisions By consensus. However, on any matter put to a vote,
such matter shall be decided by a majority of the Voting Power
(as defined in Section 3.6 of this Agreement) of .the Members
present in person or by proxy at the meeting.
4.7 Reports to the Group and Call for Group Meetings. The
Executive Committee shall report in writing its decisions,
actions, and recommendations to the Group from time to time as
may be necessary to keep the Group fully informed of matters
covered by this Agreement, and shall call periodic meetings of
the Group and refer to such meetings for a vote any matters which
should be referred .
4.8 Quorum. Fifty percent (508) of the eligible voting
power (as a—e Fi ed in Section 3.6 of this Agreement) of the
Executive Committee shall be present in person or represented by
proxy at any Executive Committee meeting.
4.9 Compensation of Executive Committee . The Members of
the Executive Committee shall serve as volunteers without
compensation and without reimbursement for individual expenses
from the Group, except as authorized and approved by the Execu-
tive Committee.
4 .10 Call for and Notice of Meetings. Meetings of the
Executive Committee may be called by the Chairperson or by any
three Members of the Committee. Unless waived, written notice of
the time, place and purpose of any meeting of the Executive
Committee shall be sent to each Executive Committee Member at
least ten ( 10) days and not more than thirty (30 ) days before the
date of such meeting either personally or by mail or by other
means of written communication charges prepaid, addressed to each
such Member at the address appearing on a service list to be
maintained by the Executive Committee. In the event a meeting is
called on less than ten (10 ) days' written notice, the Members
calling the meeting shall provide notice in fact to every
Executive Committee Member personally.
5. Legal , Technical, and Allocation Committees
5.1 Legal Committee Members. The Legal Committee shall
consist of Members representatives who volunteer.
5.2 Technical Committee Members. The Technical Committee
shall consist of Members' representatives who volunteer and who
shall supply technically qualified representatives prepared to
participate actively on the Committee.
5.3 Allocation Committee Members. An initial Allocation
Committee shall consist of volunteering Members selected by the
Steering Committee so as to constitute, to the extent information
is available, a representative sample of the Group as a whole.
The Steering Committee shall review the membership of the
Allocation Committee from time to time as information is ob-
tained , and shall , to the extent necessary to achieve a repre-
sentative balance of all of the Members, add or delete Members of
the Allocation Committee. Members shall supply qualified
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representatives prepared to participate actively on the Commit-
tee. t
5.4 Powers of the Committees.
A. Powers of the Technical Committee. The powers and
duties of the Technical Committee shall nclude:
(1 ) acting in response to requests by the Steering Committee
or the Executive Committee to provide assistance in any matter,
including assistance with the activities of any consultants
retained in connection with the matter and in reviewing and
analyzing technical data, studies and other materials relating to
the MEW site;
( 2) recommending the retaining of technical consultants for
and to be paid by the Group;
(3) selecting a liaison representative to coordinate
activities with the Executive Committee; and
(4 ) electing a Chairperson.
B. Powers of the Allocation Committee. The powers and
duties of the Allocation Committee shall include :
( 1) receiving and evaluating information as directed by the
Steering and Executive Committees;
(2) advising and recommending to the Steering and Executive
Committees by written report a means of fairly and equitably
allocating Shared Costs among the Members, including an alter-
native dispute resolution process for resolving allocation
disputes among Members; and
(3) selecting a Chairperson as liaison representative to
coordinate activities with the Executive Committee.
C. Powers of the Legal Committee. The powers and duties of
the Legal Committee shall include:
(1) determining legal positions believed common to Group
Members and the means to implement such common legal positions;
(2) reviewing and/or preparing common legal agreements,
pleadings and documents;
( 3) recommending legal positions to the Steering Committee
and the Executive Committee; and
(4) electing a Chairperson and selecting a liaison represen-
tative to coordinate activities with the Executive Committee.
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® 5.5 Decisions of the Le al , Technical and Allocation
Committees. The Mem ers of the Legal, Tec nical and A.1location
Committees shall attempt to make decisions by consensus upon all
matters within the scope of their powers and duties. Eacli
Committee shall refer any matter upon which consensus cannot be
reached to the Executive Committee .
5.6 Compensation of.- the Committee Members. The Members of
the Legal, Allocation and Technical Committees shall serve as
volunteers without compensation and without reimbursement for
individual expenses from the Group, except as authorized and
approved by the Executive Committee.
5.7 Call for and Notice of Meetin s. Meetings of the
Legal, TecF-n-ivcal and Allocation Committees may be called by the
Executive Committee Chairperson, the respective Committee
Chairperson, or any three Committee Members . Unless waived,
written notice of the time, place and purpose of any meeting of
such Committees shall be sent to each Committee Member at least
ten (10) days and not more than thirty ( 30) days before the date
of such meeting either personally or by mail or by other means "of
written communication charges prepaid , addressed to each Commit-
tee Member at the address maintained by the' Chairperson of the
Committee. In the event a meeting is necessary on less than ten
( 10) days' written notice , the Members calling the meeting shall
® provide notice in fact to every Committee Member personally. The
Chairperson of any Committee may conduct ineetir)gs when appro-
priate by telephone conference call .
6. Members' Obligation to Submit Documentation to the
Allocation Committee . It and when requested by the Steering or
Executive Committees, each Member shall review all information
reasonably obtainable that in any way relates to any shipment of
its material to the MEW site and submit to the Allocation
Committee or its designee a document setting forth the amount and
a description of each such shipment by date in a form to be
approved by the Executive Committee. The document shall be
submitted to- facilitate settlement among the Members and as
confidential shared information and shall not constitute, - be
interpreted, construed or used as evidence of any admission of
liability, law or fact , a waiver of any right or defense, nor an
estoppel against any submitting Member. Failure to so submit the
document may be grounds for removal in accordance with Sec-
tion 9.2 hereof .
7. Shared Costs.
7.1 Payments. Shared Costs (as defined in Section 2.1(d) )
shall be asse�by the Executive Committee or its designee in
the manner allocated by the Group. All assessments shall be due
and payable within thirty ( 30) days of receipt of notice thereof .
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7.2 Initial Payment . All Members of the Group estimated to
have had equipment at MEW' S site totalling over 90 KVA shall make
an initial contribution of $2, 500 payable to the Group Adminis-
trative Fund at the time it executes this Agreement . All Members
estimated to have had equipment at MEW' s site totalling 90 KVA or
less shall make an initial contribution of $200 to this Fund by
the time it executes this Agreement. These initial payments
shall be nonrefundable, but shall be a credit against the final
allocation for any costs .of technical evaluation, administration
and remediation. Such payments shall not constitute admission of
or be evidence of any liability regarding the MEW site.
7.3 Accounting for Funds. The Executive Committee shall
provide to tTie Mem ers from time to time informal accountings of
monies received, spent and ,obligated, and a final accounting upon
the termination of the Agreement .
7.4 Purr ose of Funds. All monies provided by Members •
pursuant to this Agreement shall be used solely for the purposes
of this Agreement and shall not be considered as payment for any
fines, penalties, or monetary sanction.
7. 5 All payments shall be placed into a trust account by
the Executive Committee. Upon the complete and final satis-
faction of any and all obligations of the Group, remaining funds
shall be distributed to the Members in proportion to the assess-
ment paid by each Member.
8. Withdrawal and Removal .
8 .1 Withdrawal . Any Member may withdraw from all par-
ticipation in this Agreement upon written notice to the Executive
Committee or its designee, except that 'such Member shall remain
liable for its share of all Shared Costs assessed pursuant to
this Agreement more than thirty ( 30) days prior to the date of
withdrawal. Any Member entering into any settlement with U.S.
EPA shall be deemed to have withdrawn from the Group effective
upon the date of settlement , but shall remain liable for its
share of all Shared Costs up to the date of withdrawal .
8.2 Removal of a Member. If any Member' s interests or
actions are regarded as contrary to the interests of the other
Members, such Member may be removed from this Agreement by a vote
of two-thirds of the Voting Power of the Group present in person
or by proxy at a Group meeting called for the purpose of con-
sidering such removal. In the event any Member fails to pay any
portion of any assessed financial contribution pursuant to this
Agreement within sixty (60) days following receipt of notice of
such assessment, that Member shall be considered-in default and
may be removed from this Agreement by a vote of two-thirds of the
Voting Power present in person or by proxy at an Executive
Committee meeting called for the purpose of considering such
removal .
9. Waiver of Conflict of Interest . In the event that the
Steering Committee, Executive Committee or Legal Committee
authorizes an attorney to perform services determined by the
Committee to be of common benefit to the Group Members, each
Member agrees that (1 ) it will not claim or assert that, based
solely on said counsel 's.-past or present representation of a
Member, said counsel has a conflict of interest in performing
legal services authorized and arising out of the MEW site, unless
the Member notifies the Executive Committee of the claimed
conflict within thirty ( 30) days of receiving notice of intent to
utilize said counsel; (2) it will not claim or assert that, based
solely on said counsel's activity for the Group under the terms
of this Agreement, said counsel has a conflict of interest in
connection with any representation of any other person or entity
in a matter pending as of the date of receiving notice of intent
to utilize said counsel, unless the Member notifies the Executive
Committee of the claimed conflict within thirty ( 30) days of
receiving said notice; ( 3) it will not claim or assert that,
based solely on said counsel ' s activity for the Group under the
terms of this Agreement , said counsel has a conflict of interest
in any future representation of any person or entity unless the
subject matter relating to said representation arises out of or
is connected to,,,the MEW site or involves or could involve any
® facts or information obtained from the Member during the term of
this Agreement; (4 ) in the event that any conflict develops in
the performance of work authorized by the Committees by said
counsel and the performance of work authorized by a Member that
has retained that counsel , the Member consents to that counsel 's
continued performance of the work authorized by the Committee;
and (5) if a Member withdraws or is removed from this Agreement
or its representation by said counsel is in any way terminated,
it will raise no objection to the continued representation by
said counsel of all or any of the other Members in connection
with any legal services arising out of the MEW site.
Should -U.S. EPA discuss with, propose or offer a de minimus
settlement to any Members potentially eligible for sucE_a sett e-
ment, no Member potentially eligible for a de minimus settlement
will claim any conflict of interest in, or object to, the
continued provision of any technical assistance by any technical
consultant retained by the Steering Committee to any Member
potentially ineligible for such a de minimus settlement.
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If any Member withdraws or is removed, that Member shall not
claim any conflict of interest in, or object to, the continued
provision of technical assistance by any technical consultant
retained by the Steering Committee.
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10 . New Members. Any party that becomes a Member by
execution of this Agreement subsequent to June 1 , 1988, shall be
deemed a Member ab initio and shall be assessed and pay all sums
which such Member wouj-d- ave been obligated to pay if a Member ab
initio, except that the Steering Committee may, for good cause,—
impose different terms and conditions upon any party seeking to
enter this Agreement after June 1, 1988 .
11 . Confidentiality and Use of Information.
11 .1 Shared Information. From time to time, the Members
may elect to disclose or transmit to each other, directly or
through counsel , such information as each Member, counsel or
technical consultant retained for the Group deem appropriate for
the sole and limited purpose of asserting any common claims or
defenses relating to the MEW site and coordinating such other
activities that are necessary and proper to carry out the
purposes of this Agreement . Shared information may be discldsed
to or transferred among the Members orally or in writing or by
any other appropriate means of communications. The Members
intend that no claim of work product privilege or other privilege
be waived by reason of participation or cooperation in the common
response to, or defense of, any claims arising out of the MEW
site. Any Member may request at the time of submission of such
information that the recipients agree to maintain it as priv-
ileged as among the Members.
11.2 Preservation of Privilege. Information disclosed by S
the Members to commonly used counsel may be disclosed to any
other Member, and each Member hereby expressly consents to treat
such disclosure to it as being for the sole purpose of asserting
any common claims or defenses arising out of the MEW site. Such
disclosure shall not be deemed a waiver of the attorney-client or
attorney work product or any other privilege.
11 .3 Confidentiality of Shared Information.
(a) Each Member agrees that all,. shared information received
from any other Member, its counsel , or commonly used counsel or
technical consultants retained for the Executive Committee or
Group pursuant to this Agreement shall be held in strict con-
fidence by the receiving Member and by all persons to whom such
confidential information is revealed by the receiving Member
pursuant to this Agreement, and that such information shall be
used only in connection with asserting any common claims or
defenses in connection with the NEW site and conducting such
other activities that are necessary and proper to carry out the
purposes of this Agreement;
(b) Shared information that is exchanged in"written or in
document form and is intended to be kept confidential may, but
need not, be marked "Confidential" or with a similar legend. If
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such information becomes the subject of an administrative or
judicial order requiring disclosure of such information by a
Member, the Member may satisfy its confidentiality obligations
hereunder by notifying the Member that generated the information
and by giving such Member an opportunity to protect the con-
fidentiality of the information or, if the information was
generated by commonly used counsel as retained or a technical
consultant, by giving notice to such counsel.
(c) Each Member shall take all necessary and appropriate
measures to ensure that any person who is granted access to any
shared information or who participates in work on common projects
or who otherwise assists any counsel or technical consultant in
connection with the performance of this Agreement, is familiar
with the terms of this Agreement and complies with such terms as
they relate to the duties of such person;
(d) The Members intend by this Section to protect from
disclosure all information and documents shared among any Members
or between any Member and commonly used counsel as retained or
any technical consultant to the greatest extent permitted by law
regardless of whether the sharing occurred before execution of
this Agreement and regardless of whether the writing or document
is marked "Confidential" ;
(e) The confidentiality obligations of the Members under
this Section shall remain in full force and effect, without
® regard to whether any action arising out of the •MEW site are
terminated by final judgment or settlement. Thle provisions of
this Section shall not apply to information which is now or
hereafter becomes public knowledge without violation of this
Agreement, or which is sought and obtained from a Member pursuant
to applicable discovery procedures and not otherwise protected
from disclosure=
( f) In the event a Member withdraws from this Agreement
pursuant to Section 9.1 or is removed pursuant to Section 9.2,
any documents or other physical materials provided by such Member
to commonly used counsel as retained; to the other Members, or to
any technical consultant retained for the Group, shall be
promptly returned to such Member together with all copies
thereof, and any document or physical materials provided by
commonly used counsel as retained , any technical consultant, or
the other Members to the withdrawing Member shall be promptly
returned to the Legal Committee by such Member together with all
copies thereof. The withdrawing or removed Member and the
remaining Members shall remain obligated to preserve the con-
fidentiality of all confidential information received or dis-
closed pursuant to this Agreement .
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12. Denial of Liability. This Agreement shall not con-
stitute, be Lnterpre�; construed or used as evidence of any
admission of liability, law or fact , a waiver of any right or
defense, nor an estoppel against any Member by Members as among
themselves or by any other person not a Member. However , this
Agreement can be used to enforce the terms of this Agreement .
13. Insurance. The Members do not intend hereby to make
any agreement that will prejudice any Member with respect to its
insurers and, by entering into this Agreement, anticipate that
the actions taken pursuant to this Agreement will benefit such
insurers. If any insurer makes any claims that any aspect of
this Agreement provides a basis for rejection or limitation of
coverage of a Member, the Group will attempt, consistent with the
objectives of this Agreement, to return any Member subject to
such claim to a position that is satisfactory to such insurers.
14. Successors and Assigns. This Agreement shall be
binding upon the successors and—assigns of the Members. No
assignment or delegation of the obligation to make any payment or
reimbursement hereunder will release the assigning Member without
the prior written consent of the Executive Committee.
15. Allocation in the Event of Default. The unpaid balance
of any defaulting Members' share may be assessed by the Steering
Committee against the other Members hereto (without waiving any
rights such Members may have against the defaulting Member or its
successors or assigns) in the same proportion as the other
Members would have been obligated to pay if thq defaulting Member
had not been a signatory of this Agreement .
16. Advice of Counsel . No Member, or representative or
counsel for any Mem eras acted as' counsel for any other Member
with respect to such Member entering into this Agreement , except
as expressly engaged by such Member with respect to this Agree-
ment, and each Member represents that it has sought and obtained
any appropriate legal advice it deems necessary prior to entering
into this Agreement .
No Member or its representative serving on any committee or
sub-committee shall act or be deemed to act as legal counsel or a
representative of any other Member, unless expressly retained by
such Member for such purpose, and, except for such express
retention, no attorney/client relationship is intended to be
created between representatives on the Executive Committee and
the Members.
No Member or its representative serving on any committee or
sub-committee shall be liable to any Member for any claim,
demand, liability, cost, expense , legal fee, penalty, loss or
judgment incurred or arising as a result of any acts or omissions
taken or made hereunder.
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Nothing herein shall be deemed to create a partnership or
AML j6int venture and/or principal and agent relationship between or
.. ti.._ .,4 ong, the Members%.
17. Indemnification. Each Member agrees to indemnify,
defend and o harm ess any Member and its representative(s)
from and against any claim, demand, liability, cost, expense,
legal fee, penalty, loss or judgment (collectively "liability" )
which in any way relates to the good-faith performance of any
duties under this Agreement by any Member and its represen-
tative(s) on behalf of the Executive Commnittee or the Group,
including, but not limited to, any liability arising from any
contract or agreement signed by the Member or its represen-
tative(s) at the request of the Executive Committee or the Group.
This indemnification shall not apply to any liability arising
from a criminal proceeding where the Member or its represen-
tative(s) had reasonable cause to believe that the conduct in
question was unlawful.
Payments under this Section shall be a Shared Cost in
accordance with Section 4.3 hereof and shall be allocated among.
each member that (1) was a Member at the time that the action was
taken that gives rise to this indemnification or (2) subsequently
joins the Group. The terms of this Section shall survive the
termination of the Agreement and the withdrawal or removal of any
Member. ,
® 18. Effective Date and Method of Execution. The effective
date of this Agreement shall be the ate below. This Agreement
shall be executed in multiple counterparts, each of which shall
be deemed an original, -but all of which shall constitute one and
the same Agreement.
19. Amendments. This Agreement may be amended only by a
vote of atTeas-two-thirds of the Voting Power of the Members
present in person or by proxy at a Group meeting called for the
purpose of considering such amendment.
20. Se arabilit . If any provision of this Agreement is
deemed inva id or unenforceable, the balance of this Agreement
shall remain in full force and effect .
21 . Entire Agreement. This Agreement constitutes the
entire understan ing of the Members with respect to its subject
matter.
IN WITNESS WHEREOF, the Members - hereto, which may be by and
through their appointed counsel , enter into this Agreement . Each
person signing this Agreement represents and warrants that he or
she has been duly authorized to enter into this Agreement by the
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company or entity on whose behalf it is indicated that the person
is signing.
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Dated: / Member :
By:
p osition:
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