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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.R. SMITH, CLERK <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 Hilltop <br />Securities Inc. ("HilltopSecurities" or "Contractor") effective as of October 1, 2019. <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 <br />HilltopSecurities to advise the Issuer regarding the issuance and sale of certain evidences. <br />of indebtedness or debt obligations that may be authorized and issued or otherwise <br />created or assumed by the Issuer (hereinafter referred to collectively as the "Debt <br />Instruments") from time to time during the period in which this Agreement shall be effective; <br />and <br />WHEREAS, HilltopSecurities is willing to provide its professional services and <br />its 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 HilltopSecurities, in consideration of the <br />mutual covenants and agreements herein contained and other good and valuable <br />consideration, dohereby agree as follows: <br />Section 1. Description of Services. Upon the request of an authorized representative <br />of the Issuer, HilltopSecurities agrees to perform the municipal advisory services stated in <br />the following provisions of this Section, I; and for having rendered such services, the Issuer <br />agrees to pay to HilltopSecurities the compensation as provided in Section 5 hereof. <br />A. Financial Planning. At the direction of Issuer; HilltopSecurities 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 />1 <br />