Baseline Environmental Study. In furtherance of their common interest with respect to the identification of potential environmental Liabilities, the Participants have engaged an independent, third-party environmental consultant (“Consultant”) to complete a confidential baseline environmental self-evaluation (“Baseline Environmental Study” or “BES”) of SJGS and its operations. Associated with the BES will be a multi-media compliance audit (“Environmental Audit”) to determine compliance with applicable environmental requirements from the previous SJGS audit to the present. The BES and the Environmental Audit will be funded as Operating Work under the SJPPA. The purpose of the BES and the Environmental Audit is to establish a baseline of environmental conditions in anticipation of the Exiting Participants’ exit from active involvement in the operation of SJGS on the Exit Date. It is the intent of the Participants that the Consultant’s work and communications be protected to the fullest legal extent possible under Law, including under any attorney-client privilege, environmental audit privilege, self-critical analysis privilege and the attorney work product doctrine. The Consultant has been engaged and is being directed by counsel jointly representing the Participants. The Consultant’s work and communications, including the Draft Report, Final Report and Further Audit addressed below, have been and will continue to be treated as privileged and confidential pursuant to the retention agreement between the Consultant and the counsel retained by the Participants pursuant to this Section 19.1, and will be included as Defense Materials pursuant to the Joint Defense and Confidentiality Agreement effective December 9, 2009 and the Addendum to Joint Defense and Confidentiality Agreement effective January 31, 2010.
