01-14-04 La Porte Redevelopment Authority Meeting minutes

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January _, 2004 Page 2 (5) Supervision of the printing of each series of the Bonds and the delivery thereof to the purchasers; (6) At the closing of each series of the Bonds, delivery of an approving opinion, based on facts and law existing as of its date, generally to the effect that such series has been duly issued, executed and delivered in accordance with the Constitution and laws of the State of Texas, that the Bonds of each series constitute valid and legally binding obligations of the Authority (subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time to time relating to or affecting the enforcement of rights of creditors of political subdivisions) and that interest on such series of the Bonds is excludable from the gross income of the owners thereof for federal income tax purposes under then existing law; provided that after the closing we do not undertake, unless specifically engaged by you to do so as an Additional Service described below, to provide continuing advice concerning any actions necessary to assure that interest paid on the Bonds will continue to be excluded from gross income for federal income tax purposes; and (7) Prior to and in connection with the closing of each series of the Bonds, giving advice to the Authority to enable appropriate officials to comply with the arbitrage requirements of the Internal Revenue Code of 1986 as they affect the Bonds, including yield restrictions and rebate requirements. ,..- As Bond Counsel, AK is also prepared to undertake the following Additional Services, as directed by appropriate Authority officials: (1) Disclosure work or similar services (other than the limited review of certain sections of the offering documents for the Bonds as described in paragraph (4) under Basic Services above) to assist the Authority or its financial advisor in the preparation of such offering documents, on such basis and to such extent as shall be directed by the appropriate Authority officials and staff, including compliance with the requirements of Rule 15c2-12 of the Securities and Exchange Commission; (2) Attendance at rating agency presentations, investor meetings or other presentations relating to the marketing of the Bonds and consultation with Authority officials, staff and advisors and the Authority's financial advisor to develop such presentations; (3) Preparation of the "Blue Sky" surveys or securities registration services; (4) In the case of a series of Bonds, or a portion thereof, that is issued to refund prior bonds of the Authority, providing advice regarding federal income tax and other issues unique to refunding transactions; (5) Any other special services related to but not ordinarily required in connection with the issuance of obligations of the nature of the Bonds, including services rendered in .,-, connection with special federal income tax issues, unusual issues arising in connection with the Authority's financial reports or audits, any documentation or related services for credit or HOU:2229311.4