08-E Texas Clean Air Cities Coalition (2)

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Texas Clean Air Cities Participating Agreement and By-Laws Page 6 of 7 15. Privile2ed Communications A joint privilege respecting lawyer-client communications is necessary for the effective pursuit of litigation and other legal proceedings contemplated by the Coalition. All communications by and among any members of whatever classes of membership with any attorney who is representing, or discussing whether to represent, any such member or representing or considering whether to represent the Coalition (an "Attorney") shaH be privileged to the fullest extent permitted by law. Each member by joining the Coalition agrees not to disclose any privileged information received after the date hereof from another member or Attorney unless the member wishing to disclose the information first obtains the consent of all other members who may be entitled to claim any privilege or protection with respect to such information, except to the extent explicitly permitted pursuant to a different section of this Agreement or by the Steering Committee. This nondisclosure obligation continues after any member's membership has terminated for any reason, after the conclusion of any litigation, and after this Coalition may be dissolved. 16. Additional Provisions Related to Le2al Reoresentation The members of TCACC acknowledge that it is possible that one or more of the law firms engaged by the Steering Committee may presently, or may in the future, be engaged in factually unrelated litigation or other representation in which the law firm is adverse to one or more of the individual members of TCACC. The members ofTCACC agree that the Steering Committee chair shall have the authority subject to paragraph 4 to engage law firm(s) despite the fact that the law firm(s) may be engaged in such representation, so long as the representation involves a factually unrelated matter. The members of the TCACC further acknowledge that at least one of the law firms likely to be engaged by the Steering Committee, Lowerre & Frederick, presently represents Environmental Defense in closely related power plant litigation (i.e., the appeal of the Sandy Creek Energy Associates permit) and is a frequent consultant or counsel for environmental organizations and local governments in opposition to power plant draft permits. The members of the TCACC agree that the Steering Committee chair subject to paragraph 4, nonetheless and subject to such contractual conflicts-of-interest safeguards as the Steering Committee deems adequate, may engage Lowerre & Frederick on behalf of the TCACe. Further, the Steering Committee chair may in the chair's discretion, subject to paragraph 4, engage additional law firms to represent TCACC where the law firm is or may become engaged in matters factually related to matters for which such finns are to represent TCACC, so long as such firms are not representing clients whose interests or positions are directly adverse to those ofTCACC in specific matters in which such firms represent TCACe. 17. Dissolution TCACC may be dissolved in the same manner as any other unincorporated association may be dissolved under the laws of the State of Texas or by the vote of more than two-thirds of its full members. After dissolution, the officers and Steering Committee members retain the power to wind up the affairs ofTCACC. If there remain any funds after payment ofTCACC's lawful obligations, the surplus shall be refunded to members of all classes in direct proportion to their respective aggregate payments to TCACC from on and after the date hereof