10-24-16 Regular Meeting of the La Porte City Council

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(b) The Settling Parties agree that compliance with the terms of this Settlement Agreement and related agreements shall satisfy the claims of the Settling Parties against one another only for Covered Matters and that the USOR Site PRP Group intends to reserve and pursue all claims and actions against non- participants, including without limitation, all claims and actions assigned by City of La Porte pursuant to this Settlement Agreement, and all other parties pursuant to other agreements. (c) City of La Porte agrees that it is accepting responsibility for, and settling for, only the persons and entities included in the definition of City of La Porte and not for any other defendant in the USOR Site Case or any other person or entity. (d) Each Settling Party expressly reserves the right to take such actions as against any other Settling Party as may be necessary to enforce this Settlement Agreement. 5.4 Assignments. In consideration of the mutual undertakings and benefits in this Settlement Agreement, City of La Porte hereby assigns to the USOR Site PRP Group any and all claims, defenses and remedies of City of La Porte against any other persons or public or private entities arising out of Covered Matters, except for past, present or future claims against any person or entity that is not a member of the USOR PRP Group relating to insurance coverage or for contractual indemnity with respect to City of La Porte alleged liability with respect to the USOR Site, and except for claims arising out of any failure, alleged or actual, of the USOR Site PRP Group to comply with the terms of the Removal Action AOC, AOI-1 RI/FS AOC, any Future Orders or this Settlement Agreement. The Settling Parties intend through this assignment to enable the USOR Site PRP Group to recover fully as allowed by law against such parties. City of La Porte agrees to provide such reasonable cooperation and assistance to the USOR Site PRP Group as is reasonably necessary to effectuate the intent of this Section 5.4. City of La Porte shall neither have nor incur litigation costs 5.5 Claims or Actions. Claims for recovery of costs may only be asserted and actions relating to the USOR Site for recovery of costs may only be filed by the USOR Site PRP Group, or its individual members or assignees, who may seek to recover such response costs from persons or private or public entities believed to be parties liable at the USOR Site pursuant to 42 U.S.C. §§ 9607(a), 9613, the TSWDA, or common law. 6. Confidentiality of this Settlement Agreement and Shared Information. (a) Each Settling Party agrees, to the extent permitted by law, that this Settlement Agreement, its terms, and all shared information received from any other Settling Party or its counsel, technical consultants, or counsel pursuant to this Settlement Agreement, shall be held in strict confidence by the receiving Settling Party and by all persons to whom confidential information is revealed by the receiving Settling Party pursuant to this Settlement Agreement, and that this Settlement Agreement, its terms, and such shared information shall be used only in connection with conducting such activities as are necessary and proper to carry out the purposes of this Settlement Agreement. Not withstanding the forgoing, nothing contained in this Agreement shall prevent City of La Porte from complying with its obligations under any applicable federal or state law to disclose documents or information, including without limitation, any obligations under the Texas Government Code Chapter 552, also known as the Texas Public Information Act, and any order or directive by the Texas Attorney General issued pursuant that 5