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7 <br /> zlt <br /> Bryant • Miller • Olive G, <br /> ATTORNEYS .AT LAW <br /> J � <br /> *fin f <br /> �i <br /> s <br /> June 28 , 2007 <br /> Indian River County, Florida <br /> 1840 25th Street <br /> Vero Beach, FL 32960 <br /> Attention: Jason E. Brown, Budget Manager <br /> Re : Special Counsel Services for Indian River County re GO Bond Issue <br /> Dear Mr. Brown: <br /> Our firm has been in discussions with representatives of Indian River County, Florida (the <br /> "County" ) regarding a proposed general obligation bond issue by the County to fund certain capital <br /> costs to be incurred in the acquisition, rehabilitation and construction of certain manufacturing and <br /> industrial development facilities currently owned and operated by Piper Aircraft in Vero Beach, <br /> Florida (the ' Project") . The County has requested our assistance in drafting a Resolution <br /> authorizing a bond referendum for a proposed issue of general obligation bonds to provide the <br /> County with net proceeds of $40,000,000, and to address certain legal issues associated with such <br /> referendum and issue of bonds. <br /> We hereby offer to serve as Special Counsel for the County under the terms and conditions <br /> of this letter . In the scope of this service, we will prepare for review and consideration by the Board <br /> of County Commissioners of the County a resolution calling for a special election seeking to <br /> approve an issue of general obligation bonds of the County secured by the unlimited ad valorem <br /> taxing power of the County, and to address certain legal issues raised by the County Attorney <br /> associated with the proposed issue of bonds . We understand that the Board of County <br /> Commissioners desires to consider the resolution at its meeting on July 10, 2007. The agenda <br /> deadline for this meeting is July 3, 2007. <br /> Once the Resolution has been prepared for inclusion in the agenda package and the issues <br /> raised by the County Attorney in the letter dated June 27, 2007, have been addressed by this firm, <br /> our engagement under this letter agreement will be completed . As Bond Counsel for the County, <br /> should the referendum pass and Piper Aircraft elect to remain in Vero Beach, Florida, we will <br /> provide the customary Bond Counsel services in connection with the issuance of the bonds under <br /> separate engagement. <br /> 101 North Monroe Street • Suite 900 • Tallahassee, Florida 32301 • TEL 850.222.8611 • Fn.t 850.222.8969 • c 1TWhMolaiv. com <br /> ATLANTA • JACKSONVIIA E • MIAMI . ORLANDO • ST. PETERSBURG • TALLAHASSEE • TAMPA <br />