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~ <br />C <br />SWS <br />~ <br />i_z <br />~ <br /> <br />G R 0 U P <br />~ <br /> <br />l <br />Buiiding what you value. <br />FINANCIAL ADVISORY CONTRACT <br />Honorable Mayor and City Council <br />City ofParis <br />c/o Kevin Carruth <br />135 First Street SE <br />Paris, Texas 75460 <br />Ladies and Gentlemen: <br />1. We understand that you contemplate the authorization and issuance of various types of debt <br />obligations, including, but not limited to, general obligation bonds, certificates of obligation, revenue <br />bonds and tax notes in various amounts; and that in connection with the authorization, issuance, sale and <br />delivery of such obligations, you desire this proposal from us to perform professional services in the <br />capacity of Financial Advisor for your City. <br />2. By this proposal, we offer our professional services and our facilities as Financial Advisor <br />and agree to perform the following duties normally performed by such advisor and to perform such other <br />duties as, in our judgment may be necessary or advisable: <br />a. We will make a study of the debt structure of your City, the trend of the assessed valuation, <br />its taxing power and the present and estimated future taxing power and the present and <br />estimated future taxing requirements. If the revenues of a system or facility are to be <br />pledged to repayment of the securities in question, the study will take into account any <br />outstanding obligations which are payable from the net revenues thereof, additional net <br />revenues to arise from any proposed rate increase and the additional net revenues as <br />projected by your consulting engineers as a result of the improvements to be financed by <br />these securities in question; and on the basis of such studies, we will devise and recommend <br />for your approval, a plan of financing to cover the proposed obligations. Such plan shall <br />include a maturity schedule and other terms and conditions, such as option of prior payment <br />and the like, as will, in our opinion, result in the issuance of obligations under terms and <br />conditions most advantageous to your City, consistent with a minimum effective interest <br />rate. <br />b. We will assist you in obtaining competitive bids for services rendered from such other <br />parties associated with the issuance, sale and deliver}of the obligations <br />We understand that you have retained, or expect to retain McCall Parkhurst & Horton <br />L.L.P., a firm of recognized municipal bond attorneys, who will prepare the proceedings a7d <br />advise of the steps necessary to be taken in a bond election, if required, the legal issuance of <br />the obligations and final delivery of the obligations; and who will issue an opinion <br />approving the legality of the obligations. The fee of said firm is to be paid by the City. We <br />will maintain liaison with this firm of bond attorneys and shall assist in all the financial <br />advisory aspects involved in the preparation of appropriate legal proceedings and <br />documents. <br />EXHIBIT A- <br />