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i6 - os -a 7666 Fifth Avenue of \\' BOND LO G T 11 X LLC New York , NY 10103 r` Phone 212 506 5200 Fax 212 506 5151 `., INSIGHT . INNOVATION . INTEGRATION . www. bondlogistix . com November 10 , 2003 Mr. Edwin M. Fry Finance Director Indian River County Clerk of Circuit Court 1840 25th Street Vero Beach, FL 32960 -3394 Re : Arbitrage Rebate Compliance Services Dear Mr. Fry : This letter is to confirm the engagement of Bond Logistix LLC ( "BLX" ) by Indian River County ("Obligor" ) for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in the Internal Revenue Code (the " Code" ) . The calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto (the "Bonds ") applying applicable federal tax rules . BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final maturity or redemption of the Bonds (each such date on which a rebate calculation is performed is referred to herein as a " Rebate Calculation Date " ) applying regulations of the United States Department of the Treasury (" Treasury" ) in effect on such Rebate Calculation Date . In addition, if a "penalty in lieu of rebate" election under Code Section 148 (f)(4) (C)(vii) has been made by the Obligor with respect to the Bonds , BLX will calculate, every six months , the amount of such "penalty" as of the end of each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is performed is referred to herein as a "Penalty Calculation Date" ) . (The term " Calculation Date " as used herein shall refer to a Rebate Calculation Date or a Penalty Calculation Date, as appropriate .) In addition, if required or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions . With respect to each Calculation Date , BLX will prepare or cause to be prepared schedules reflecting the relevant calculations and the assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligor as to the amount of the rebate or penalty liability as of such Calculation Date . At the Obligor ' s election, which election is made by the Obligor ' s signature of this engagement letter, each such rebate or penalty liability report will include a legal opinion provided by the law firm, Orrick, Herrington & Sutcliffe LLP (" Orrick") . BLX will engage Orrick to provide legal oversight and review as it deems necessary to render its opinion that the computations shown in the report were performed in accordance with applicable federal law and regulations . Because BLX is an Orrick subsidiary, you may choose to consult counsel other than Orrick about the terms of this engagement. The Obligor undertakes to provide or cause to be provided to BLX all such relevant data (the "Data" ) , as specified by BLX from time to time , and shall cooperate with all reasonable requests of BLX in connection therewith. Bond Logistix LLC (" BLX") is authorized hereby to obtain Data held by a Trust Bank (the " Trustee ") concerning funds and accounts established with regard to the bond issue(s) of the Obligor listed on Exhibit A hereto . If available, BLX is authorized to obtain access to view and download said Data from any "online" or "internet based" system or application maintained by the Trustee for such purposes . If such systems or applications are not maintained by the Trustee BLX is authorized to request the Data from the Trustee in a format useful to BLX, and otherwise available to the Trustee . The Obligor D A L L A S L O S AN G E L E S NEW YORK S AN F R AN C IS C O