08 - Certificates of Obligation Series 2021 - Wastewater Plant

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continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Certificates). (9) Negotiating the terms of, or opining as to, any investment contract. (10) Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. ATTORNEY-CLIENT RELATIONSHIP Upon execution of this engagement letter, the Issuer will be our client and an attorney-client relationship will exist between us. We further assume that all other parties in this transaction understand that we represent only the Issuer in this transaction, we are not counsel to any other party, and we are not acting as an intermediary among the parties. Our services as bond counsel are limited to those contracted for in this letter; the Issuer's execution of this engagement letter will constitute an acknowledgment of those limitations. Our representation of the Issuer will not affect, however, our responsibility to render an objective Bond Opinion. Our representation of the Issuer and the attorney-client relationship created by this engagement letter will be concluded upon issuance of the Certificates. Nevertheless, subsequent to Closing, we will mail the appropriate Internal Revenue Service Form 8038G, prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Certificates. CONFLICTS As you are aware, our firm represents many political subdivisions and investment banking firms, among others, who do business with political subdivisions. It is possible that during the time that we are representing the Issuer, one or more of our present or future clients will have transactions with the Issuer. It is also possible that we may be asked to represent, in an unrelated matter, one or more of the entities involved in the issuance of the Certificates, including the Purchaser and the Issuer's financial advisor. We do not believe such representation, if it occurs, will adversely affect our ability to represent you as provided in this letter, either because such matters will be sufficiently different from the issuance of the Certificates so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance of the Certificates. Execution of this letter will signify the Issuer's consent to our representation of others consistent with the circumstances described in this paragraph. FIRM NOT A MUNICIPAL ADVISOR As a consequence of the adoption of Rule 1513al -1 pursuant to the Securities Exchange Act of 1934 (the "Municipal Advisor Rule"), which has been promulgated by the Securities and Exchange Commission as a result of the enactment of the Dodd -Frank Wall Street Reform and