08 - Certificates of Obligation Series 2021 - Wastewater Plant

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MCCALL lb y R April 12, 2021 Mayor and Members of the City Council City of Paris 135 SE 1st Street Paris, Texas 75460-5803 Re: Proposed City of Paris, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series 2021 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, Texas (the "Issuer") in connection with the issuance of the above -referenced certificates of obligation (the "Certificates"). We understand that the Certificates are being issued for the purpose of paying all or a portion of the Issuer's contractual obligations incurred in connection with refurbishment of portions of the existing waste water treatment plant as needed in connection with the construction of a new waste water treatment plant for the Issuer and paying legal, fiscal, engineering and architectural fees in connection with this project. We also understand that the Certificates will be secured by a pledge of an ad valorem tax levied by the Issuer, within the limits prescribed by law, and that the Certificates will additionally be secured by a pledge of the surplus net revenues ("Surplus Revenues") of the Issuer's combined water and sewer system (the "System"). We further understand that the Certificates will be authorized to be sold by the City Council of the Issuer (the "City Council") pursuant to an ordinance (the "Ordinance") adopted on the date hereof (the "Sale Date"), and that the Certificates will be sold by competitive offering to the bidder providing the lowest cost of the debt to the Issuer for the Certificates (such winning bidders are collectively, the "Purchaser") by competitive sale pursuant to Notices of Sale and Bidding Instructions (collectively, the "Notice of Sale"). A. THE FINANCING As Bond Counsel to the Issuer, we would like for the City Council to understand how the issuance of the Certificates 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 Certificates, 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 Certificates will be "authorized to be issued" when and if the City Council approves the Ordinance. The Ordinance provides for the terms of the Certificates. Among the matters approved in the Ordinance are: (i) the terms of the Certificates, including the principal