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OCT 211981 <br />Honorable Chairman and Members <br />Board of County Commissioners <br />Indian River County, Florida <br />2145 lath Avenue <br />Vero Beach, Florida 33960 <br />G�r�tlemen: <br />Bao'K 4 7 nn,E 779 <br />oc:tober 26, 1931 <br />This Agrear:ent acknowledges that Indian River County, Florida (tne "Issuer") <br />has engaged Arch W. Roberts & Co. and The Leedy Corp. (the "Underwrll ers") to <br />develop, structures underwrite and market the financings ne:.essary tc construct <br />the South Beach extension to the South County Water system and additions tc the <br />South County Water System on the mainland. These financings are exZ-ected to <br />consist of a $1.9 million Bond Anticipation Note (BAN) issue secured by a <br />Farmers Hage Administration (FmHA) $1.9 million permanent loan co.mitment and a <br />water revenue bond issue of approximately $4.mi11ion size secured: by a parity <br />olecae of net revenues derived from the System. The $4 million water reverue <br />issued may be interim financed through the issuance of B_AN's. Additionally, it <br />may to necessary or desirable to obtain interim financing through the issuance <br />of Tax Anticipation Notes (TAN's). It is specifically agreed that the Issue= <br />may pursue a private placement with local banking institutions of any 'rA"•s <br />which may be issued in addition to considering a nxrotiatec purchase proposal <br />for such TANs from the Underwriters. <br />in carrying out the intens of thi.z, Agrewner:t the Underwriters shall: <br />a) make reasonably available to the .Issuer and the Issuer's staff and <br />consultants adequate and qual if iec6 personnel to assirt in the <br />development and strucuaring of the financings. <br />b) prepare and present to the Issuer a Plan(s) of Finance that will <br />accomplish the goals and objectives of the Issuer to develop an <br />efficient and -financially viable County Water syscwa at the 1%:ebb <br />possible cost available in the financial markets. <br />c) assume the lead role in preparing Offering Srateamcnts foT the <br />financings. <br />d) prepare any spec�.al financial studies or analyses deemed necessary <br />or desirab'_e fou the various financings. <br />e) agree that time is of tree essence with reaard to all the <br />cor_tenplated financings of the Issuer and hence shall place a high <br />priority upon their personnel and res.•-arces such that the Issuer's <br />financings can be accomplished successfully anal in a timely m'amer. <br />Arch W. Roberts & Co. <br />Investment Banking and Municipal Finance 1445 Second Street, Suite B-2, Sarasota, Florida 33577 (813) 366-1681 <br />