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FINANCIAL ADVISORY AGREEMENT <br /> This Financial Advisory Agreement (the "Agreement") is made and entered into by and <br /> between Indian River County, a political subdivision of the State of Florida , 1840 25tt' Street , <br /> Vero Beach , FL 32960 (" County" ) and First Southwest Company ( " FSC " ) effective as of <br /> December 6 , 2005 . <br /> BACKGROUND RECITALS <br /> A . The County will have under consideration from time to time the authorization and <br /> issuance of indebtedness in amounts and forms which cannot presently be determined and , <br /> in connection with the authorization , sale , issuance and delivery of such indebtedness , <br /> County desires to retain an independent financial advisor; and <br /> B . The County desires to obtain the professional services of FSC to advise the County <br /> regarding the issuance and sale of certain evidences of indebtedness or debt obligations that <br /> may be authorized and issued or otherwise created or assumed by the County ( hereinafter <br /> referred to collectively as the " Debt Instruments" ) from time to time during the term of this <br /> Agreement; and <br /> C . FSC is willing to provide its professional services and its facilities as financial advisor <br /> in connection with all programs of financing as may be considered and authorized by County <br /> during the term of this Agreement . <br /> NOW , THEREFORE , the County and FSC , in consideration of the mutual covenants and , <br /> agreements herein contained and other good and valuable consideration , the receipt and <br /> sufficiency of which is hereby acknowledged , and intending to be legally bound , do hereby <br /> agree as follows : <br /> SECTION 1 . DESCRIPTION OF SERVICES . Pursuant to the terms and conditions set forth <br /> herein , and upon the written request of the County , FSC agrees to perform the financial <br /> advisory services stated herein ("Services") at the compensation set forth herein . Specifically , <br /> FSC agrees : <br /> 1 . 1 . To review and evaluate the financial condition , policies , and plans of the County and <br /> work with the County' s staff to assist in the development of a long term financial plan in <br /> conjunction with the County' s capital improvement plan . <br /> 1 . 2 . In connection with any financing herein contemplated , to prepare the necessary <br /> financial studies designed to demonstrate the many varying aspects of a particular type of <br /> financing and to recommend for County' s approval a plan of financing to cover any proposed <br /> bonds . Such plan of financing shall include a maturity schedule and other terms and <br /> 1 <br />