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MUNICIPAL ADVISORY AGREEMENT <br />This Municipal Advisory Agreement (the "Agreement") is made and entered into <br />by and between Indian River County, Florida (the "Issuer" or the "County') and <br />Masterson Advisors LLC ("Masterson" or "Contractor") effective as of December 18, <br />2018. <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 presently <br />be determined and, in connection with the authorization, sale, issuance and delivery of <br />such indebtedness, Issuer desires to retain an independent municipal advisor; and <br />WHEREAS, the Issuer desires to obtain the professional services of Masterson to <br />advise the Issuer regarding the issuance and sale of certain evidences of indebtedness <br />or debt obligations that may be authorized and issued or otherwise created or assumed <br />by the Issuer (hereinafter referred to collectively as the "Debt Instruments") from time to <br />time during the period in which this Agreement shall be effective; and <br />WHEREAS, Masterson is willing to provide its professional services and its <br />facilities as a municipal advisor in connection with all programs of financing as may <br />be considered and authorized by Issuer during the period in which this Agreement shall <br />be effective. <br />NOW, THEREFORE, the Issuer and Masterson, in consideration of the mutual <br />covenants and agreements herein contained and other good and valuable consideration, <br />dohereby agree as follows: <br />Section 1. Description of Services. Upon the request of an authorized representative <br />of the Issuer, Masterson agrees to perform the municipal advisory services stated in the <br />following provisions of this Section I; and for having rendered such services, the Issuer <br />agrees to pay to Masterson the compensation as provided in Section 5 hereof. <br />A. Financial Planning. At the direction of Issuer, Masterson shall: <br />1. Survey and Analysis. Conduct a survey of the financial resources of the <br />Issuer to determine the extent of its capacity to authorize, issue and service <br />any Debt Instruments contemplated. This survey will include an analysis of <br />any existing debt structure as compared with the existing and projected <br />sources of revenues which may be pledged to secure payment of debt <br />service and, where appropriate, will include a study of the trend of the <br />assessed valuation, taxing power and present and future taxing <br />136 <br />