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our services rendered as Bond Counsel, but does not include client charges made or incurred on your <br />behalf, such as travel costs, photocopying, deliveries, long distance telephone charges, telecopier <br />charges, computer-assisted research and other expenses. Our fee will be billed after the Closing. <br />If the financing is not consummated, we understand and agree that we will not be paid. In <br />accordance with the terms of the Ordinance, the Issuer will provide the filing fee of the Texas <br />Attorney General to Bond Counsel on a timely basis to permit the filing of the transcript of <br />proceedings for the Bonds so that the Bonds may be approved by the Attorney General in time to <br />meet the closing date set forth in the Official Statement. <br />RECORDS <br />At your request, papers and property furnished by you will be returned promptly upon receipt <br />of payment for outstanding fees and client charges. Our own files, including lawyer work product, <br />pertaining to the transaction will be retained by us. For various reasons, including the minimization <br />of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials <br />retained by us after the termination of this engagement. <br />If the foregoing terms are acceptable to you, please so indicate by returning the enclosed <br />copy of this engagement letter dated and signed by an authorized officer, retaining the original for <br />your files. We look forward to working with you. <br />McCall, Parkhurst & Horton L.L.P. <br />By: <br />Dan S. Culver <br />Accepted and Approved <br />City of Paris, Texas <br />By: <br />Its: <br />Date <br />Mayor <br />January 25, 2010 <br />