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<br />EXHIBIT "A"
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<br />LETTER AGREEMENT RETAINING BENJAMIN L. HALL, III AND THE FIRM OF
<br />JOHN M. O'QUINN & ASSOCIATES, L.L.P. TO REPRESENT CLIENT INTERESTS,
<br />GRANT POWER OF ATTORNEY AND CONTINGENT FEE CONTRACT
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<br />SCOPE
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<br />The City of La Porte ("City") hereby n:tains and cmploys Bcnjamin L. Hall, III and Jolm M. O'Quinn & Associates,
<br />L.L.P., ("Attorneys") to sue for and recover all fecs, damages, claims, and compensation to which the City may be entitled as
<br />well as to compromise and settle all claims that the City may have against Houston Lighting & Power Company, Reliant
<br />Energy, Inc., and all their subsidiaries, alTiliates, predeccssors, succcssors, and assigns, ("thc Companies"), that had or have
<br />facilities, equipment, pipelines, uses, transmissions, franchises, or otht:r prt:sences upon, on, under, above, across, through, or
<br />in the public rights of way or property of the City or which use such facilities within the City and for which a fee is due or
<br />owing in law, contract or equity to the City. It is expressly agreed and understood that the Attorneys' representation is limited
<br />to representation of the City relating to electrical power debts or obligations and not to any other matter, person, entity, or
<br />enterprise not specifically named herein as a client. Further, the Attorncys' rcpresentation of the City is limited to the specific
<br />matters described herein and the City does not expect nor will the Attorneys pursue any other matters not specilically covered
<br />by this Agreement.
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<br />FEES
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<br />In consideration of the Attorneys' work on behalf of City, the City hereby assigns, grants, and conveys to the
<br />Attorneys the following present undivided interest in all claims or causes of action that are covered by this Agreement as a
<br />reasonable contingent fee for the Attorneys' services and said contingent fee will be figured on the total gross recovery of
<br />settlement. The Attorneys will possess an interest of the greater of the total attorney's fees awarded by the Court and/or jury
<br />or forty percent (40%) of any gross settlement or recovel)' amount. It is t:xpressly agreed between the parties that no money
<br />shall be paid to the Attorneys until and unless a recovery of funds is made on behalf of City, and that all attorneys' fees will
<br />come solely out of such recovery and no other City funds.
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<br />All monies and everything of value (expressed in present cash dollars) recovered, received, or obtained by the City
<br />from any entity, person, individual, corporation, partnership, etc., or their successors, heirs or assignees covered by this
<br />Agreement shall be calculated to detennine total recovery or settlemt:nt value. In the event that the Attorneys and the City
<br />cannot agree on the value, expressed in present cash dollars, of any item or thing included in a total recovery or settlement, the
<br />parties agree to obtain the services of a mutually agreed upon accounting linn to make an apprai,;:al of present cash value of
<br />such item or thing which appraised value shall be assigned to such item or thing lor plll1Xlses of determining cash value of the
<br />total recovery or settlement, or else this will be resolved by arbitration as mutually agreed upon by the parties.
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<br />In consideration of the Attorneys' services, the City hereby conveys and assigns to the Attorneys and agrees to pay
<br />to the Attorneys an undivided interest in and to all of the City's claims and causes of action covered by this Agreement to the
<br />extent of the percentages set forth above. If then: is any type of scttlcment reached by the Attorneys whereby the City is to
<br />receive or be paid future payments, thcn the st:ttlement will be reduct:d to pn;scnt value and the st:ttlement will be arranged
<br />whereby there will be sutlicient cash at the time of the settlement to P~IY the attorneys' fees which will be ligured on the present
<br />value of the settlement in~luding.the present vulue of future payments. All Sluns due und to become due are payable at the
<br />office of Jolm M. O'Quinn & Associates, L.L.P., in Harris County, Texas.
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<br />SETTLEMENT
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<br />TIle Attorneys shall be authorized to compromise and scttle all claims covered by this Agreement. The Attorneys
<br />shall be solely responsible for negotiating the tenns of any settlements. Howcver, no settlement of any nature will be made
<br />without City's approval and City agrees to make no settlcment or oller of settlement without the approval of the Attorneys.
<br />The parties agree to approve reasonable settlements.
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<br />POWER OF ATTORNEY
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<br />The Attorneys are hereby granted power of allomey so that they may have full authority to prepare, sign, and tile
<br />all legal instnunents, pleadings, drul1s, authorizations, and papers that shall be reasonably necessary to conclude this
<br />representation, including settlement undlor reducing to possession any and all monies or other things of value due to the City.
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