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HomeMy WebLinkAboutHall & Associates-10/14/2013Mayor BUCK CLARK CITY OF WA"PERLO IOWA CITY CLERK AND FINANCE DEPARTMENT 715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4323 Fax (319) 291-4571 SUZY SCHARES • City Clerk MICHELLE WEIDNER, CPA • Chief Financial Officer • Council Communication City Council Meeting: COUNCIL Prepared: MEMBERS Dept. Head Signature: .............. DAVID JONES Ward 1 CAROLYN COLE Ward 2 HAROLD GETTY Ward 3 QUENTIN M. HART Ward 4 RON WELPER Ward 5 BOB GREENWOOD At -Large STEVE SCHMITT At -Large Number of Attachments: October 14, 2013 October 9, 2013 None SUBJECT: Agreement with Hall & Associates Submitted by: Michelle Weidner, Chief Financial Officer Recommended City Council Action: I recommend that Council adopt a resolution to approve an agreement for Joint Representation regarding Nutrient Reduction Strategy with Hall & Associates in an amount not to exceed $2,000. Summary Statement: A number of Iowa cities are joining together to determine the best approaches to addressing the State of Iowa Nutrient Reduction Strategy in an effective, cost-efficient manner. Expenditure Required: $2,000 Source of Funds: Sewer Fund User Fees Policy Issue: None Alternative: The City could attempt to develop an implementation strategy on its own, which would likely result in additional cost to rate payers. Background Information: The State of Iowa has adopted a Nutrient Reduction Strategy which will require modifications to the methods cities use for sewage disposal. CITY WEBSITE: www.cityofwaterlooiowa.com WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Telephone: (202) 463-1166 Mayor Buck Clark City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 HALL & ASSOCIATES Suite 701 1620 I Street, NW Washington, DC 20006-4033 Web: http://www.ha11-associates.com Reply to E-mail: jhall@hall-associates. corn October 8, 2013 Fax: (202) 463-4207 RE: Joint Representation Agreement — Nutrient Reduction Strategy Dear Mayor Clark: Thank you for engaging Hall & Associates to represent the City of Waterloo's interests in this matter. We are pleased that you will participate in the joint group that we are serving as common counsel. We look forward to working with you and encourage you to let us know whenever you have any questions or comments about this matter. Our engagement is limited to performance of services related to the implementation of the Nutrient Reduction Strategy by the State of Iowa and is subject to the terms of the accompanying Joint Representation Agreement. To enable us to represent you effectively, you agree to cooperate fully with us in all ways relating to this matter, and to fully and accurately disclose to us all facts that may be relevant to the matter. After you have reviewed this letter and the accompanying Joint Representation Agreement, please sign, date and return a copy of both the letter and the Agreement to me. I will serve as lead counsel in this matter, and will be assisted by my partner, associates and staff as required. We will keep you informed of progress and developments throughout this matter. We are not aware of any actual or potential conflicts of interest that might affect our representation, and will advise you promptly if any such conflict arises in the future. Our fees will be based on the amount of time spent on your behalf. To the extent these fees are attributable to services performed with respect to common issues, they will be shared equally by all members of the joint group in accordance with the Joint HAL. & ASSOCIATES Representation Agreement. Each lawyer and legal assistant has an hourly billing rate. The rate multiplied by the time expended on your behalf, measured in tenths of an hour, will be the basis for determining the fee. We will use the following hourly rates for the lawyers and staff currently assigned to this matter: John Hall ($360), Gary Cohen ($310), Bill Hall ($260), Phil Rosenman ($205), Keisha Sedlacek ($180) and Legal Assistant ($85). The firm expects to incur expenses, and to be reimbursed by you in accordance with the Joint Representation Agreement. Any estimate of fees and costs that we have discussed represent only an estimate of such fees and costs. Payment of the firm's fees and costs are in no way contingent on the ultimate outcome of the matter. You may terminate our representation at any time by notifying us, subject to the terms of the Joint Representation Agreement. Termination of our services will not affect your responsibility for payment of outstanding statements and accrued fees and expenses incurred before termination or thereafter in connection with an orderly transition of the matter. We may withdraw from representation if you fail to fulfill your obligations under this agreement, including your obligation to pay our fees and expenses, or as permitted or required under any applicable standards or rules of professional conduct. We appreciate the opportunity to be of service to you. Agreed and accepted: CITY OF WATERLOO By: Its: Mer Date: /4°/re/3 Very truly yours, /sI John C. Hall John C. Hall HALL & ASSOCIATES b. the Member electing to withdraw shall not be liable for fees and expenses incurred subsequent to the date of such Member's withdrawal; and c. the withdrawal of a Member's participation in the Joint Litigation shall not affect such Member's obligations under this Agreement except as provided in this paragraph 7. 8. This Agreement shall terminate upon the conclusion of the performance of services under this agreement by Hall & Associates. Notwithstanding the termination of this Agreement, the undersigned Members of the Group shall remain liable for all obligations, if any are then outstanding, under this Agreement. 9. All of the Members of the Group agree that there is substantial identity and mutuality of interests among them with respect to this matter and that their common interests will be best served if they are able to share information relating to this matter in whatever form it may exist or be conveyed. It is the desire, intention and mutual understanding of the Members of the Group that the exchange of information pursuant to this Agreement shall not waive or diminish in any way the confidentiality of such information or its continued protection under the attorney-client privilege, common -interest privilege, work product doctrine or any other applicable privilege or protection. 10. This Agreement constitutes the complete agreement among the Members of the Group and may not be altered or amended except by written agreement of each of the Members of the Group. 11. All notices hereunder shall be sent to the addresses set forth below. 12. This Agreement may be executed in separate counterparts each of which when taken together, shall (including counterpart signatures transmitted electronically or via facsimile) constitute one and the same instrument. IN WITNESS WHEREOF, This Agreement has been duly executed by the undersigned as of the dates below shown by each signature. Name of Participating City Legal Representative Date 3 Joint Representation Agreement This Agreement is entered into by the undersigned parties, each of which has an interest in appropriate implementation of the Nutrient Reduction Strategy adopted by the Iowa Department of Natural Resources in June, 2013. Membership 1. Each governmental body or entity signing an engagement letter with Hall & Associates and executing this Agreement shall become a "Member of the Group." 2. The Members have determined that given the commonality of their interests they wish to make joint efforts to insure appropriate implementation of the Nutrient Reduction Strategy in the State of Iowa ("the matter"). The Members agree that their collective common interests will be best served by the retention of a single law firm, Hall & Associates, which will represent the interests of all of the Members. The Members agree to share the costs of such representation in accordance with this Agreement. The Members have exchanged and expect to continue to exchange confidential information with common counsel and with each other for the purposes of this matter. The Members wish to ensure that the confidentiality of the information that they share with common counsel and with each other is protected to the fullest extent provided by law and is not waived or diminished in any respect by participation in this Agreement. Sharing of Fees and Expenses 3. The fees charged by Hall & Associates to Members of the Group shall be paid in accordance with the following formula: a. The aggregate fees and expenses relating to this matter shall be paid in equal per capita shares by each of the Members of the Group (regardless of the date on which a Member joined the Group). b. Hall & Associates' fees and expenses relating to issues affecting only individual members of the group shall be separately billed and paid by the respective Member to which such services are provided. c. Hall & Associates shall submit monthly statements for service with respect to this matter. Each such billing shall provide detailed support for all fees and expenses (including itemizations of all time entries and disbursements). d. Each Member shall pay its share of the bill within 30 days of its receipt. e. Notwithstanding paragraph 3 a. above, the liability of a Member for an equal per capita share of fees and expenses relating to this matter is limited to the maximum amount of any fee and expense limitation contained in a resolution of the governing body or entity. Any such resolution shall be provided to the Hall & Associates, the Steering Committee, and to any Member of the Group upon request. HALL & ASSOCIATES 4. Each Member hereby designates and appoints a committee comprised of those persons listed on Exhibit A (collectively the "Steering Committee") as the representatives through whom and by whom common decisions shall be communicated to Hall & Associates and through whom Hall & Associates will communicate to the Group on common issues. The Iowa League of Cities shall also have the ability to designate a representative on the Steering Committee. a. Any instructions from a majority of the members of the Steering Committee shall be deemed final and complete authorization to Hall & Associates with respect to decision making authority and implementing strategy on common issues. b. Any Member of the Group that wishes to become an additional member of the Steering Committee may do so upon written notice to all Members of the Group and Hall & Associates. Each Member of the Steering Committee shall bear the expense of its own participation in the Steering Committee. c. The Steering Committee may adopt such rules and procedures for the conduct of its business as a majority of the Committee shall deem to be reasonable. d. If any Group Member objects to any action by the Steering Committee, then such objecting Group Members' sole and exclusive remedy shall be to timely withdraw its participation as provided in this Agreement. 5. Hall & Associates shall circulate status reports to each Member of the Group whenever, in Hall & Associates' professional judgment, significant developments have occurred or significant decisions are required, but in any event at least once each month during the pendency of this matter. The status report shall include any changes in the membership of the Group. 6. All Members will be bound by the terms of this Agreement until delivery of written notice of their withdrawal from the Group, which shall be sent to Hall & Associates by email and by regular mail. 7. Subsequent to withdrawal, a former Group Member shall remain responsible for any and all fees and expenses incurred prior to withdrawal in accordance with the terms of this Agreement, regardless of whether bills for such fees and expenses have been prepared by Hall & Associates or delivered to the withdrawing Member of the Group before its withdrawal. Upon withdrawal of a Group Member, a. the per capita shares of all of the remaining Group Members shall be recalculated; 2 Telephone: (202) 463-1166 Mayor Buck Clark City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 HALL & ASSOCIATES Suite 701 1620 I Street, NW Washington, DC 20006-4033 Web: http://www.hall-associates.com Reply to E-mail: jhall@hall-associates.com October 8, 2013 Fax: (202) 463-4207 RE: Joint Representation Agreement — Nutrient Reduction Strategy Dear Mayor Clark: Thank you for engaging Hall & Associates to represent the City of Waterloo's interests in this matter. We are pleased that you will participate in the joint group that we are serving as common counsel. We look forward to working with you and encourage you to let us know whenever you have any questions or comments about this matter. Our engagement is limited to performance of services related to the implementation of the Nutrient Reduction Strategy by the State of Iowa and is subject to the terms of the accompanying Joint Representation Agreement. To enable us to represent you effectively, you agree to cooperate fully with us in all ways relating to this matter, and to fully and accurately disclose to us all facts that may be relevant to the matter. After you have reviewed this letter and. the accompanying Joint Representation Agreement, please sign, date and return a copy of both the letter and the Agreement to me. I will serve as lead counsel in this matter, and will be assisted by my partner, associates and staff as required. We will keep you informed of progress and developments throughout this matter. We are not aware of any actual or potential conflicts of interest that might affect our representation, and will advise you promptly if any such conflict arises in the future. Our fees will be based on the amount of time spent on your behalf. To the extent these fees are attributable to services performed with respect to common issues, they will be shared equally by all members of the joint group in accordance with the Joint HALL f ASSOCIATES Representation Agreement. Each lawyer and legal assistant has an hourly billing rate. The rate multiplied by the time expended on your behalf measured in tenths of an hour, will be the basis for determining the fee. We will use the following hourly rates for the lawyers and staff currently assigned to this matter: John Hall ($360), Gary Cohen ($310), Bill Hall ($260), Phil Rosenman ($205), Keisha Sedlacek ($180) and Legal Assistant ($85). The firm expects to incur expenses, and to be reimbursed by you in accordance with the Joint Representation Agreement. Any estimate of fees and costs that we have discussed represent only an estimate of such fees and costs. Payment of the firm's fees and costs are in no way contingent on the ultimate outcome of the matter. You may terminate our representation at any time by notifying us, subject to the terms of the Joint Representation Agreement. Termination of our services will not affect your responsibility for payment of outstanding statements and accrued fees and expenses incurred before termination or thereafter in connection with an orderly transition of the matter. We may withdraw from representation if you fail to fulfill your obligations under this agreement, including your obligation to pay our fees and expenses, or as permitted or required under any applicable standards or rules of professional conduct. We appreciate the opportunity to be of service to you. Agreed and accepted: CITY OF WATERLOO By: fe,;-J Its: Date: /(��� Very truly yours, /s/ John C. Hall John C. Hall Joint Representation Agreement This Agreement is entered into by the undersigned parties, each of which has an interest in appropriate implementation of the Nutrient Reduction Strategy adopted by the Iowa Department of Natural Resources in June, 2013. Membership 1. Each governmental body or entity signing an engagement letter with Hall & Associates and executing this Agreement shall become a "Member of the Group." 2. The Members have determined that given the commonality of their interests they wish to make joint efforts to insure appropriate implementation of the Nutrient Reduction Strategy in the State of Iowa ("the matter"). The Members agree that their collective common interests will be best served by the retention of a single law firm, Hall & Associates, which will represent the interests of all of the Members. The Members agree to share the costs of such representation in accordance with this Agreement. The Members have exchanged and expect to continue to exchange confidential information with common counsel and with each other for the purposes of this matter. The Members wish to ensure that the confidentiality of the information that they share with common counsel and with each other is protected to the fullest extent provided by law and is not waived or diminished in any respect by participation in this Agreement. Sharing of Fees and Expenses 3. The fees charged by Hall & Associates to Members of the Group shall be paid in accordance with the following formula: a. The aggregate fees and expenses relating to this matter shall be paid in equal per capita shares by each of the Members of the Group (regardless of the date on which a Member joined the Group). b. Hall & Associates' fees and expenses relating to issues affecting only individual members of the group shall be separately billed and paid by the respective Member to which such services are provided. c. Hall & Associates shall submit monthly statements for service with respect to this matter. Each such billing shall provide detailed support for all fees and expenses (including itemizations of all time entries and disbursements). d. Each Member shall pay its share of the bill within 30 days of its receipt. e. Notwithstanding paragraph 3 a. above, the liability of a Member for an equal per capita share of fees and expenses relating to this matter is limited to the maximum amount of any fee and expense limitation contained in a resolution of the governing body or entity. Any such resolution shall be provided to the Hall & Associates, the Steering Committee, and to any Member of the Group upon request. HALL ASSOCIATES 4. Each Member hereby designates and appoints a committee comprised of those persons listed on Exhibit A (collectively the "Steering Committee") as the representatives through whom and by whom common decisions shall be communicated to Hall & Associates and through whom Hall & Associates will communicate to the Group on common issues. The Iowa League of Cities shall also have the ability to designate a representative on the Steering Committee. a. Any instructions from a majority of the members of the Steering Committee shall be deemed final and complete authorization to Hall & Associates. with respect to decision making authority and implementing strategy on common issues. b. Any Member of the Group that wishes to become an additional member of the Steering Committee may do so upon written notice to all Members of the Group and Hall & Associates. Each Member of the Steering Committee shall bear the expense of its own participation in the Steering Committee. c. The Steering Committee may adopt such rules and procedures for the conduct of its business as a majority of the Committee shall deem to be reasonable. d. If any Group Member objects to any action by the Steering Committee, then such objecting Group Members' sole and exclusive remedy shall be to timely withdraw its participation as provided in this Agreement. 5. Hall & Associates shall circulate status reports to each Member of the Group whenever, in Hall & Associates' professional judgment, significant developments have occurred or significant decisions are required, but in any event at least once each month during the pendency of this matter. The status report shall include any changes in the membership of the Group. 6. All Members will be bound by the terms of this Agreement until delivery of written notice of their withdrawal from the Group, which shall be sent to Hall & Associates by email and by regular mail. 7. Subsequent to withdrawal, a former Group Member shall remain responsible for any and all fees and expenses incurred prior to withdrawal in accordance with the terms of this Agreement, regardless of whether bills for such fees and expenses have been prepared by Hall & Associates or delivered to the withdrawing Member of the Group before its withdrawal. Upon withdrawal of a Group Member, a. the per capita shares of all of the remaining Group Members shall be recalculated; 2 HALL. SS AIN 'MA'C'ES b. the Member electing to withdraw shall not be liable for fees and expenses incurred subsequent to the date of such Member's withdrawal; and c. the withdrawal of a Member's participation in the Joint Litigation shall not affect such Member's obligations under this Agreement except as provided in this paragraph 7. 8. This Agreement shall terminate upon the conclusion of the performance of services under this agreement by Hall & Associates. Notwithstanding the termination of this Agreement, the undersigned Members of the Group shall remain liable for all obligations, if any are then outstanding, under this Agreement. 9. All of the Members of the Group agree that there is substantial identity and mutuality of interests among them with respect to this matter and that their common interests will be best served if they are able to share information relating to this matter in whatever form it may exist or be conveyed. It is the desire, intention and mutual understanding of the Members of the Group that the exchange of information pursuant to this Agreement shall not waive or diminish in any way the confidentiality of such information or its continued protection under the attorney-client privilege, common -interest privilege, work product doctrine or any other applicable privilege or protection. 10. This Agreement constitutes the complete agreement among the Members of the Group and may not be altered or amended except by written agreement of each of the Members of the Group. 11. All notices hereunder shall be sent to the addresses set forth below. 12. This Agreement may be executed in separate counterparts each of which when taken together, shall (including counterpart signatures transmitted electronically or via facsimile) constitute one and the same instrument. IN WITNESS WHEREOF, This Agreement has been duly executed by the undersigned as of the dates below shown by each signature. WakrbD Name of Participating City 3 Legal Representative ate 3 Telephone: (202) 463-1166 Mayor Buck Clark City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 HALL & ASSOCIATES Suite 701 1620 I Street, NW Washington, DC 20006-4033 Web: http://www.hall-associates.com Reply to E-mail: jhall@hall-associates.com October 8, 2013 Fax: (202) 463-4207 RE: Joint Representation Agreement — Nutrient Reduction Strategy Dear Mayor Clark: Thank you for engaging Hall & Associates to represent the City of Waterloo's interests in this matter. We are pleased that you will participate in the joint group that we are serving as common counsel. We look forward to working with you and encourage you to let us know whenever you have any questions or comments about this matter. Our engagement is limited to performance of services related to the implementation of the Nutrient Reduction Strategy by the State of Iowa and is subject to the terms of the accompanying Joint Representation Agreement. To enable us to represent you effectively, you agree to cooperate fully with us in all ways relating to this matter, and to fully and accurately disclose to us all facts that may be relevant to the matter. After you have reviewed this letter and the accompanying Joint Representation Agreement, please sign, date and return a copy of both the letter and the Agreement to me. I will serve as lead counsel in this matter, and will be assisted by my partner, associates and staff as required. We will keep you informed of progress and developments throughout this matter. We are not aware of any actual or potential conflicts of interest that might affect our representation, and will advise you promptly if any such conflict arises in the future. Our fees will be based on the amount of time spent on your behalf. To the extent these fees are attributable to services performed with respect to common issues, they will be shared equally by all members of the joint group in accordance with the Joint HALL & ASSOCIATES Representation Agreement. Each lawyer and legal assistant has an hourly billing rate. The rate multiplied by the time expended on your behalf, measured in tenths of an hour, will be the basis for determining the fee. We will use the following hourly rates for the lawyers and staff currently assigned to this matter: John Hall ($360), Gary Cohen ($310), Bill Hall ($260), Phil Rosenman ($205), Keisha Sedlacek ($180) and Legal Assistant ($85). The firm expects to incur expenses, and to be reimbursed by you in accordance with the Joint Representation Agreement. Any estimate of fees and costs that we have discussed represent only an estimate of such fees and costs. Payment of the firm's fees and costs are in no way contingent on the ultimate outcome of the matter. You may terminate our representation at any time by notifying us, subject to the terms of the Joint Representation Agreement. Termination of our services will not affect your responsibility for payment of outstanding statements and accrued fees and expenses incurred before termination or thereafter in connection with an orderly transition of the matter. We may withdraw from representation if you fail to fulfill your obligations under this agreement, including your obligation to pay our fees and expenses, or as permitted or required under any applicable standards or rules of professional conduct. We appreciate the opportunity to be of service to you. Agreed and accepted: CITY OF WATERLOO By.. ,:. Its: 114 74* Date: ®®4,4S//erg®(,? Very truly yours, /s/ John C. Hall John C. Hall Joint Representation Agreement This Agreement is entered into by the undersigned parties, each of which has an interest in appropriate implementation of the Nutrient Reduction Strategy adopted by the Iowa Department of Natural Resources in June, 2013. Membership 1. Each governmental body or entity signing an engagement letter with Hall & Associates and executing this Agreement shall become a "Member of the Group." 2. The Members have determined that given the commonality of their interests they wish to make joint efforts to insure appropriate implementation of the Nutrient Reduction Strategy in the State of Iowa ("the matter"). The Members agree that their collective common interests will be best served by the retention of a single law firm, Hall & Associates, which will represent the interests of all of the Members. The Members agree to share the costs of such representation in accordance with this Agreement. The Members have exchanged and expect to continue to exchange confidential information with common counsel and with each other for the purposes of this matter. The Members wish to ensure that the confidentiality of the information that they share with common counsel and with each other is protected to the fullest extent provided by law and is not waived or diminished in any respect by participation in this Agreement. Sharing of Fees and Expenses 3. The fees charged by Hall & Associates to Members of the Group shall be paid in accordance with the following formula: a. The aggregate fees and expenses relating to this matter shall be paid in equal per capita shares by each of the Members of the Group (regardless of the date on which a Member joined the Group). b. Hall & Associates' fees and expenses relating to issues affecting only individual members of the group shall be separately billed and paid by the respective Member to which such services are provided. c. Hall & Associates shall submit monthly statements for service with respect to this matter. Each such billing shall provide detailed support for all fees and expenses (including itemizations of all time entries and disbursements). d. Each Member shall pay its share of the bill within 30 days of its receipt. e. Notwithstanding paragraph 3 a. above, the liability of a Member for an equal per capita share of fees and expenses relating to this matter is limited to the maximum amount of any fee and expense limitation contained in a resolution of the governing body or entity. Any such resolution shall be provided to the Hall & Associates, the Steering Committee, and to any Member of the Group upon request. HALL & ASSOCIATES 4. Each Member hereby designates and appoints a committee comprised of those persons listed on Exhibit A (collectively the "Steering Committee") as the representatives through whom and by whom common decisions shall be communicated to Hall & Associates and through whom Hall & Associates will communicate to the Group on common issues. The Iowa League of Cities shall also have the ability to designate a representative on the Steering Committee. a. Any instructions from a majority of the members of the Steering Committee shall be deemed final and complete authorization to Hall & Associates with respect to decision making authority and implementing strategy on common issues. b. Any Member of the Group that wishes to become an additional member of the Steering Committee may do so upon written notice to all Members of the Group and Hall & Associates. Each Member of the Steering Committee shall bear the expense of its own participation in the Steering Committee. c. The Steering Committee may adopt such rules and procedures for the conduct of its business as a majority of the Committee shall deem to be reasonable. d. If any Group Member objects to any action by the Steering Committee, then such objecting Group Members' sole and exclusive remedy shall be to timely withdraw its participation as provided in this Agreement. 5. Hall & Associates shall circulate status reports to each Member of the Group whenever, in Hall & Associates' professional judgment, significant developments have occurred or significant decisions are required, but in any event at least once each month during the pendency of this matter. The status report shall include any changes in the membership of the Group. 6. All Members will be bound by the terms of this Agreement until delivery of written notice of their withdrawal from the Group, which shall be sent to Hall & Associates by email and by regular mail. 7. Subsequent to withdrawal, a former Group Member shall remain responsible for any and all fees and expenses incurred prior to withdrawal in accordance with the terms of this Agreement, regardless of whether bills for such fees and expenses have been prepared by Hall & Associates or delivered to the withdrawing Member of the Group before its withdrawal. Upon withdrawal of a Group Member, a. the per capita shares of all of the remaining Group Members shall be recalculated; 2 HALL & ASSOCIATES b. the Member electing to withdraw shall not be liable for fees and expenses incurred subsequent to the date of such Member's withdrawal; and c. the withdrawal of a Member's participation in the Joint Litigation shall not affect such Member's obligations under this Agreement except as provided in this paragraph 7. 8. This Agreement shall terminate upon the conclusion of the performance of services under this agreement by Hall & Associates. Notwithstanding the termination of this Agreement, the undersigned Members of the Group shall remain liable for all obligations, if any are then outstanding, under this Agreement. 9. All of the Members of the Group agree that there is substantial identity and mutuality of interests among them with respect to this matter and that their common interests will be best served if they are able to share information relating to this matter in whatever form it may exist or be conveyed. It is the desire, intention and mutual understanding of the Members of the Group that the exchange of information pursuant to this Agreement shall not waive or diminish in any way the confidentiality of such information or its continued protection under the attorney-client privilege, common -interest privilege, work product doctrine or any other applicable privilege or protection. 10. This Agreement constitutes the complete agreement among the Members of the Group and may not be altered or amended except by written agreement of each of the Members of the Group. 11. All notices hereunder shall be sent to the addresses set forth below. 12. This Agreement may be executed in separate counterparts each of which when taken together, shall (including counterpart signatures transmitted electronically or via facsimile) constitute one and the same instrument. IN WITNESS WHEREOF, This Agreement has been duly executed by the undersigned as of the dates below shown by each signature. ......47 ,,d /6/Ve /7003 Legal Representative Dat 3