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FINANCIAL ADVISORY AGREEMENT <br />This Financial Advisory Agreement (the "Agreement") is made and entered into <br />by and between Indian River County, Florida (the "Issuer" or the "County') and <br />FirstSouthwest, a Division of Hilltop Securities Inc. ("FirstSouthwest") effective as of <br />January 25, 2016. <br />WITNESSETH: <br />WHEREAS, the Issuer will have under consideration from time to time the <br />authorization and issuance of indebtedness in amounts and forms which cannot <br />presently be determined and, in connection with the authorization, sale, issuance and <br />delivery of such indebtedness, Issuer desires to retain an independent financial advisor; <br />and <br />WHEREAS, the Issuer desires to obtain the professional services of <br />FirstSouthwest to advise the Issuer regarding the issuance and sale of certain <br />evidences of indebtedness or debt obligations that may be authorized and issued or <br />otherwise created or assumed by the Issuer (hereinafter referred to collectively as the <br />"Debt Instruments") from time to time during the period in which this Agreement shall be <br />effective; and <br />WHEREAS, FirstSouthwest is willing to provide its professional services and its <br />facilities as financial advisor in connection with all programs of financing as may be <br />considered and authorized by Issuer during the period in which this Agreement shall be <br />effective. <br />NOW, THEREFORE, the Issuer and FirstSouthwest, in consideration of the <br />mutual covenants and agreements herein contained and other good and valuable <br />consideration, do hereby agree as follows: <br />Section 1. Description of Services. Upon the request of an authorized representative <br />of the Issuer, FirstSouthwest agrees to perform the financial advisory services stated in <br />the following provisions of this Section I; and for having rendered such services, the <br />Issuer agrees to pay to FirstSouthwest the compensation as provided in Section 5 <br />hereof. <br />A. Financial Planning. At the direction of Issuer, FirstSouthwest shall: <br />1. Survey and Analysis. Conduct a survey of the financial resources of <br />the Issuer to determine the extent of its capacity to authorize, issue <br />and service any Debt Instruments contemplated. This survey will <br />include an analysis of any existing debt structure as compared with the <br />1 <br />