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<br />EXHIBIT "A"
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<br />LETTER AGREEMENT RETAINING BENJAMIN L. HALL, 111 AND THE FIRM OF
<br />JOHN M. O'QUlNN & 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 retains and employs Benjamin L Hal!, m and Jolm M. O'Quinn & Associates,
<br />L.L.P., ("Attorneys") to sue I(lr and recover ullIL'Cs, damages, claims, and compensation to which the City may be entitled as
<br />well as to compmmise and scUll' all cluims that the City may have ag.ainst Houston Lighting & Power Company, Reliant
<br />Energy, Inc., and all their subsidiaries, amliatcs, predecessors, Sllccessors, and assigns, ("the Companies"), that had or have
<br />facilities, equipmcnt, pipelincs, uses, transmissions, lhmchises, or othl.'T presences upon, on, under, above, across, through, or
<br />in the public rights of way or propl-"Tly of the City or which use sueh lilcilities within the City and lor which a lee 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 obligutions and not to any otlle;' maUer, person, entity, or
<br />enterprise not specilically named herein as a client. Further, the Attomeys' representation of the City is limited to the spt":I,;ific
<br />matters descrihed herein and the City docs not expect nor will the Allomeys pursue ,lilY other mallers not specilically covered
<br />by this Agreement.
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<br />FEES
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<br />In consideration of the Attomeys' work on behalf of City, the City hl..'Tchy assigns, grants, and conveys to the
<br />Attorneys the following pn..'Scnt undivided inll.'Test in all d~lims or causes of action that are covered by this Agreement as a
<br />reasonable contingent tee for the Attorneys' services and said eonting.cnt fee will be ligured on the total gross recovery of
<br />settlement. TIle Attorneys will possess an interest ofthc grcater ofthc total attomey's fees awardl.>d by the Court and/or jury
<br />or forty percent (40%) of any gross selllement or rCCtlVcl)' amount. It is expressly agn-,cd bt.>twl..>en the parties that no money
<br />shall be paid to the Attorneys until and unless II recovcl)' of funds is madc 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 prt'sent cash dollars) n..'Covercd, received, or obtained by the City
<br />from any cntity, person, individual, corporation, p1ll1nership. etc., or their successors, heirs or assignees covered by this
<br />Agreement shall be calculated to dell.:nnine total recovery or ~ctllelllent valuc. In the cvent that the Attorneys and the City
<br />cannot agree on the value, exprcssed in present cash dollars, of any item or thing included in a total recovery or settlement, the
<br />parties agree to obtllin the services of a mutually agrecd upon accounting linn to make an apprai"al of prt.."SCIlt cash value of
<br />such item or thing which appraised value shall be ussignl..'(lto such item or lhing Il)r purposes of detennining cash value of the
<br />total recovery or settlement, or else this will he resolved by arhitmtion us mutually agrCl.>d upon by the parties.
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<br />In consideration ofthe Attorneys' services, the City hereby conveys and assigns to the Attorneys and agrees to pay
<br />to the Attomcys an undivitk.>d interest in and to all ofthe City's claims and causes ofaetion covered by this Agreement to the
<br />ex1ent of the pt..'Tcentages set l(lrth above. If there is uny Iype ,)1' seltlcment reached by tJ1C Attorneys whereby the City is to
<br />receive or be paid fuluTC payments, then the settlement will he reduced to prescnt value and tJle settlement will be arranged
<br />whereby there will be sufticient cash at the time ofthc seUk'mcnllo pay the attorneys' tees which will be figured on the present
<br />value of the settlement including the present value of future payments. All sums due and to become due are payable at the
<br />oiliee of 101m M. O'Quinn & Assoeiutes, L.L.P., in II<lITis Cmmty, Texas.
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<br />SETTLEMENT
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<br />The Attorneys shall he authorized to compn)mise and settle all claims covered hy this Agreement. The AUorneys
<br />shall be solely responsible tor negotiating the ternlS of uny selllemcnts. However, no scHlelnl.'!lt of any nature will be made
<br />without City's approval and City agrees to make no settlement or oller of scttlement without the approval of the Attomcys.
<br />The parties agn..'C to approve reasonable settlements.
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<br />POWER OF ATTORNEY
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<br />TIle Attorneys arc hereby granted power of aHorney so that they may have full authority to prepare, sign, and file
<br />all legal i.l1stnllnents, pleadings, drans, authorization,,>, and papl:fS that shall be reasonably necessary to conclude this
<br />representation, including settlement and/of reducing 10 pOSSCS:iiOll un)' ~lnd all monies or other things of value due to the City.
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