R-2005-12 (see sticky note/resolution was on 7/25/05 agenda) authorizing sale of $1.8 million in certificates of obligation

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e e Mayor and City Council Members City of La Porte June 22, 2005 Page 4 Bonds (principal amount plus premiwn, if any) then being issued, which fee is exclusive of reasonable and actual out-of-pocket expenses as described below. A $0.15 surcharge for each $1,000 in proceeds of Bonds would be charged for each series of "refunding" Bonds. The minimum fee for Basic Services for each series of "new money" or "refunding" Bonds shall be $9,000. The fee for each series would be paid from the proceeds of the sale of such series or from other funds, as the City deems appropriate. The fee for any Additional Services would be determined on an hourly rate basis, applying Andrews Kurth's current standard hourly rates. The total charges for Additional Services, if any, prior to and in connection with the closing of any series of the Bonds would not exceed the fee charged for Basic Services for such series. Payment of all fees would be made after the issuance and delivery of the series of the Bonds in connection with which such services are performed and within 30 days after receipt by the City of an approved invoice therefor, Andrews Kurth would be reimbursed for its reasonable and actual out-of-pocket expenses, such as the cost of reproduction of documents, out of town travel, long-distance telephone, telegraph, telex and similar expenses, deliveries, filing fees and all items paid for by Andrews Kurth on behalf of the City, incurred in connection with the performance of all services hereunder. All of Andrews Kurth's expenses will be reasonable and subject to approval of the City, with a cap of $2,000 per bond issue (exclusive of Attorney General fees, for which the City would be responsible). Andrews Kurth represents many other governmental entities, companies and individuals. It is possible that during the time that we are representing you, some of our present or future clients will have disputes or transactions with you. In particular, as we have advised you, we represent the Port of Houston Authority of Harris County, Texas as Bond Counsel and in other capacities, including as litigation counsel. You agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those other matters are directly adverse. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a nonpublic nature, that, if known to such other client, could be used in any other such other matter by such client to your material disadvantage. Nothing herein shall be construed as creating any personal liability on the part of any officer of the City, and subject to the foregoing paragraph this agreement may be terminated by the City by giving 30 days' written notice to Andrews Kurth. HOU:2467427,(