09-12-11 Regular Meeting of La Porte City Council

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� AGREEMENT FOR DEFENSE AND /OR ASSERTION OF CLAIMS This "Agreement for Defense and /or Assertion of Claims" ( the "Agreement ") is made and entered into by and among the City of Pasadena, a body corporate and politic under the laws of the State of Texas, hereinafter called 'Pasadena" and the Co- Participants signing below relating to certain claims by the City of Houston against Pasadena and the Co- Participants and by Pasadena and the Co- Participants against the City of Houston "Houston" relating to certain actions by Houston as "Managing Participant" as defined in that certain "Cost Sharing Agreement Southeast Water Purification Plant (Restated and Amended)" dated on or about February 9, 2000 between the City of Houston and other parties, as amended by that certain "Amendment to Cost Sharing Agreement Southeast Water Purification Plant (Restated and Amended)" dated on or about August 21, 2007, by and among the same parties (collectively, the "Cost Sharing Agreement ") affecting Pasadena and the Co- Participants, hereinafter called the "Claims." Collectively, Pasadena and the Co- Participants are referred to herein as the "Participants." The Claims include rights asserted by the Participants that they do not owe certain alleged "true -up" amounts submitted, or to be submitted, by Houston to the Co- Participants for payments due for Fiscal Years 2007, 2008, 2009 and 2010 under the Cost Sharing Agreement and efforts by the Participants to replace Houston as the operator of the Southeast Water Purification Plant (the "Plant ") which is the subject of the Cost Sharing Agreement. RECITALS It is to the mutual benefit of Pasadena and Co- Participants to defend against claims being asserted by Houston against Pasadena and Co- Participants and to assert the claims against Houston. All costs attributable to the defense and /or assertion of the Claims, including expenses of attorneys, engineers, accountants, financial advisors and other professionals retained to represent the Co- Participants will sometimes be called the "Claims Expenses." The Parties agree to pay their proportionate share of the Claims Expenses based upon their respective percentages of the FY 2009 True Up amount as set forth in Exhibit A hereto, and subject to the limitations set forth in, this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and benefits to the parties herein named, it is agreed as follows: TERMS After execution of this Agreement, Pasadena may endeavor to cngage attorneys, financial advisors, accountants and engineers to defend and /or assert the Claims on behalf of the Participants. Pasadena will submit to the Co- Participants its recommendations of attorneys, financial advisors, accountants and engincers to represent the Participants in asserting the Claims, along with any proposed engagement agreements. If a majority of the Participants notify Pasadena in writing of their refusal to accept the recommended attorneys, financial advisors, accountants or engineers within ten (10) days thereafter, then Pasadena shall seek other attorneys, financial advisors, accountants and engineers as appropriate under the same time frames. If a majority of the Participants do not file such objections, Pasadena shall be authorized to retain the attorneys, financial advisors, accountants and engineers to represent the Participants in defending and /or asserting the Claims. EXHIBIT "1"