2021-008 - Authorizing the Issuance of Combination Tax and Surplus Revenue Certificates of Obligation Series 2021 - wastewater treatment plant

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continue to be excludable :from gross income for federalincorne tax purposes (e.g., our engagernent 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, theIssuer 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 hirdtations. Ourrepresentation of theIssuer 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 appropriateinterrial 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 lbamking firms, among others, who do business with political subdivisions. It ispossible that during the time that we are representing the Issuer, one or more of our present or future clients will have transactions with theIssuer. It is also possible that we may be asked to represent, in an unrelated matter, one or more op` the entities involved in the issuance of the Certificates, including the Purchaser and the Issuer's financial advisor. We do not believe suchrepresentation, if it occurs, will adversely affect our ability torepresent 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 riot adverse to our representation ofyou, or because the potential for such adversity is rernote 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 ofRule 1513al 4 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