CC RES 96-060 RESOLUTION APPROVING A GROUP AGREEMENT RELATIVE TO THE SCHNITZER IRON AND METAL MERLA SITE

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(c) pursue information linking additional parties to the Site as • Responsible Parties ("RP's"); (d) raise and spend all reasonably necessary funds to implement these purposes; and (e) take all necessary and reasonable actions to effectuate this Agreement. (f) Implement any remediation of the Site as agreed upon by the Group. 3. Organization and Procedures. 3.1 Steering Committee. In order to carry out the purposes of this Agreement, the Members do hereby establish the Steering Committee. Each Member, and any individual serving on any committee or subcommittee in 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 and subcommittees; such obligation shall continue in the event such individual should leave the employ of or cease to represent such Member. • 3.2 Steering Committee Chair. The Steering Committee will elect a Chair by a majority of the Voting Power (as defined in Section 3.7), who will also serve as Chair of the Group. 3.3 Authority to Decide. Except as otherwise provided herein, the Members shall act by and through the Steering Committee. 3.4 Meetings, The Members may authorize or direct actions under this Agreement only at meetings duly held and called for such purpose, which meetings shall be called regularly by the Steering Committee. Meetings of the Group may be called for any purpose at any time by the Chair or by any three or more Members of the Steering Committee or by any five (5) or more Members of the Group. Meetings may be held or attended by telephone conference. 3.5 Decision Making,, 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 • -2-