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[Date] <br />Mayor and Members of the City Council <br />City of Paris, Texas <br />P.O. Box 9037 <br />Paris, Texas 75461 <br />Re: Ciry debt to be sold to the Texas Water. Development Board for the purpose of financing a <br />water lines replacement project <br />Ladies and Gendemen: <br />This letteY is submitted to state our fees and describe the legal serx-ices of the undersigned <br />law firm in performing the duties of bond counsel for the City of Paris, Texas (the "Ciry") with <br />reference to the issuance of the debt described above (the "Obligations") and the sale of the <br />Obligations to the Texas Water Development Board. We understand that the City expects to issue a <br />series of Obligations through the Texas Water Development Board for the purpose of financing a <br />water lines replacement project. <br />A. SCOPE OF ENGAGEMENT <br />In this engagement, we expect to perform the following duries: <br />1. Prepare all resolutions, oYdinances and other instruments pursuant to which the <br />Obligations will be authorized, issued, delivered and secured, in cooperation and upon consultation <br />with the City Council of the City, its fmancial advisors and other consultants of the City. <br />2. Attend meetings of the City Council with reference to the authorization and issuance <br />of the Obligations to the extent required or requested. <br />3. Cooperate with the City Council and all other intetested parties in the sale of the <br />Obligations to the Texas Water Development Board. <br />4. Supervise the execution of the Obligarions, their approval by the Attoxney General <br />of Texas and registrarion by the Comptroller of Public Accounts of Texas, and the delivery thereof <br />to the purchaser, the Texas Water Development Board. <br />5. When so delivered, give our objective approving opinion covering the validity of the <br />Obligations and the exemption of interest thereon from federal income taxes, it being understood <br />Page I A-1 <br />