08-E Texas Clean Air Cities Coalition (2)

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Texas Clean Air Cities Participating Agreement and By-Laws Page 5 of7 10. Entire A2.reement This instrument embodies the complete agreement of the parties hereto superseding all oral or written previous and contemporary agreements between the parties relating to matters herein and, except as otherwise provided herein, cannot be modified without written agreement of the parties. This instrument may be executed in multiple counterparts, which together shall be deemed a single instrument. Signatures hereon via telephone facsimile or other electronic, magnetic, or chemical means shall are deemed to be original signatures. 11. No Other Obli2ations By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. 12. Immunity It is expressly understood and agreed that in the execution of this Agreement, neither any member nor TCACC waives, nor shall be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of governmental powers and functions. 13. Authoritv The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto, and each hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. 14. Ori2inal Members. Officers. and Steerin2 Committee Members The Original Members ofTCACC are the Cities of Dallas and Houston, Texas. The original designated member of the Original Steering Committee for the City of Dallas is Mayor Laura Miller and for the City of Houston is Elena M. Marks. Until at least three additional cities shall join the Coalition and pay their initial membership fees, and designate representatives to the Coalition, and the five or more member Cities choose a Steering Committee as provided hereunder, said representatives of Dallas and Houston shall serve as co-chairs of the Original Steering Committee and each shall have the power and duty to do all things that the Steering Committee can do hereunder by majority vote, including the power to execute counterparts of this Agreement on behalf of the Coalition, except that the concurrence of both members of the Original Steering Committee or their designees shall be necessary to retain counsel and other professionals and authorize any expenditures.