20 - General Olbigation Refunding Bonds, Series 2020

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N{° L L � F"oc"i d on flub0c CCA PARKHURST & HORTON�.�' October 26, 2020 Mayor and Members of the City Council City of Paris 135 SE 1st Street Paris, Texas Re: Proposed City of Paris, Texas General Obligation Refunding Bonds, Series 2020 Ladies and Gentlemen: The purpose of this engagement letter is to set forth certain matters concerning the services we will perform as bond counsel to the City of Paris (the "Issuer") in connection with the issuance of the above -referenced bonds (the "Bonds"). We understand that the Bonds are being issued for the purpose of refunding up to $1,740,000 in aggregate principal amount of the Issuer's Combination Tax and Revenue Certificates of Obligation, Series 2010 (the "Refunded Bonds"). The Bonds will be issued in accordance with an ordinance that will authorize the issuance of the Bonds (the "Ordinance"), which will provide that the Bonds will be secured by a pledge of an ad valorem tax levied by the Issuer, within the limits prescribed by law. We further understand that the Bonds will be authorized to be sold on the date hereof by private placement to a financial institution that provides the best bid for the Bonds (the "Purchaser"). The date of this letter is herein referred to as the "Sale Date." A. THE FINANCING As Bond Counsel to the Issuer, we would like for the Council to understand how the issuance of the Bonds will be effected and the ramifications of the financing. I will briefly describe the procedures and certain applicable law that pertains to the issuance of the Bonds, below. However, you should feel free to call me at any time to discuss any questions that you or your staff may have. (1) The Bonds are being issued to provide debt service savings with respect to the Issuer's future debt service payments. You should discuss the full impact of the debt service restructuring with SAMCO Capital Markets, Inc., your financial advisor. (2) The Bonds will be "ordered to be issued" when and if the Council approves the Ordinance. The Ordinance provides for certain terms of the Bonds, including: (i) the terms of the Bonds, including the principal amortization schedule and interest rates; (ii) the Issuer's commitment to levy its debt service tax each year in an amount sufficient to pay the debt service on the Bonds; (iii) the sale of the Bonds to the Purchaser; (v) the approval of this engagement letter; (iv) approval of a paying agent agreement to whom you will make semiannual payments sufficient to pay the debt service on the Bonds; (v) instructions to the paying agent for the Refunded Bonds to give notice to the holders of the Refunded Bonds