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r JUN 5 1985 BOOK ` `v j 1`15 VII. If, as part of the proposed financing program, a private Placement is deemed desirable, the Banker, as private placement agent, will undertake to negotiate the private placement of those Bonds with a limited number of investors. Appropriate revisions would be made to this Agreement. 1, VIII. Nothing contained in this Agreement or in its acceptance by the County shall be construed to constitute the Banker as an employee, agent or consultant to the County, to establish a fiduciary or confidential relationship between the County and --the Banker or to limit or restrict in any manner the unqualified right of the County to reject any recommendations, advice, proposals or offer of the Banker, or as a delegation of any powers, duties or obligations of the County. IX. At the County's request, the Banker will further consult with the County in regard to the financing of other projects which may be contemplated by the County. - X. If, after two working days from the receipt of a definitive proposal from the Banker for the purchase of the Bonds from the County, both parties, having negotiated in good faith for the purchase and sale of the Bonds, fail to reach an agreement as to the sale, purchase price or other pertinent terms and conditions of the Bonds, then the County or the Banker may terminate this Agreement with ten days' written notice to the other party and all obligations shall terminate. So long as this Agreement is in effect, both parties agree to negotiate in good faith. XI. If, after the supporting financial and legal documents are in final draft form acceptable to the County and the Banker, the Banker does not submit a proposal to the County for the purchase of the Bonds either independently or as manager of an investment banking group within thirty (30) days after written request to do so from the County, either the County or the Banker may terminate this Agreement in writing to the other party and thereupon all obligations hereunder shall terminate. XII. The Banker shall be under no obligation to submit a proposal to purchase the Bonds from the County if the County has not fulfilled its obligations as enumerated under the terms of this Agreement. _ IN WITNESS WHEREOF, the County and the Banker_have executed this Agreement as of the date first written above. Atte st::.= } h Attest: BOARD OF COUNTY COMMISSIONERS, INDIA,1—RIVER COUNTY, FLORIDA By wcnairman • Board of Co t Commissioners By: 109 M. G. LEWIS & CO. , ,ANC. mes L. sen esident