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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' 2 - 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; 3 - (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 - 5 - 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. 6 _ • i ® 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 . 7 - 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. � s 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. • - 9 - r 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 10 - • 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 . • - 11 - 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. 12 - • 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 • - 13 - "' company or entity on whose behalf it is indicated that the person is signing. ®f, Dated: / Member : By: p osition: r i i t t - 14 - •.