Industrial Development Certificate of Resolutions Agreement to Issue Bonds

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" e e ", City of La Porte Industrial Development Corporation c/o Knox W. Askins, J. D., P. C. 702 West Fairmont Parkway P. O. Box 1218 La Porte, Texas Ladies and Gentlemen: We are submitting this letter to describe the duties and to set forth the basis of our compensation for professional services to be rendered as Bond Counsel in connection with the authorization, sale, and delivery of bonds by the City of La Porte Industrial Development Corporation (the "Issuer") and, when, if requested, as special counsel to the Issuer. BOND COUNSEL We will perform all usual and necessary legal services as Bond Counsel. Specificially, we will prepare and direct legal proceedings and perform other necessary legal services with reference to the authorization, sale, and delivery of bonds, including the following: 1. Prepare all resolutions and other instruments pursuant to which bonds will be authorized, sold, and delivered in consultation with the governing body and other representatives of the Issuer, the Underwriter with respect to the bonds, the Finane ial Adv isor, and any other person wi th a direct pecun iary interest in the issuance of the bonds, if any. 2. Prepare any agreements authorizing or securing the bonds, including any trust indentures. 3. Attend meetings of the governing body of the Issuer to the extent required or requested with reference to the issuance of the bonds. 4. Attend meetings with prospective bond purchasers and meetings with bond rating agencies to the extent required Or requested. 5. Obtain approval of the bonds and the project to be financed fram the Texas Industrial Commission, as required by law. 6. Supervise the execution of the bonds and delivery thereof to the original purchasers.