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Bryant • Miller • Olive G,
ATTORNEYS .AT LAW
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June 28 , 2007
Indian River County, Florida
1840 25th Street
Vero Beach, FL 32960
Attention: Jason E. Brown, Budget Manager
Re : Special Counsel Services for Indian River County re GO Bond Issue
Dear Mr. Brown:
Our firm has been in discussions with representatives of Indian River County, Florida (the
"County" ) regarding a proposed general obligation bond issue by the County to fund certain capital
costs to be incurred in the acquisition, rehabilitation and construction of certain manufacturing and
industrial development facilities currently owned and operated by Piper Aircraft in Vero Beach,
Florida (the ' Project") . The County has requested our assistance in drafting a Resolution
authorizing a bond referendum for a proposed issue of general obligation bonds to provide the
County with net proceeds of $40,000,000, and to address certain legal issues associated with such
referendum and issue of bonds.
We hereby offer to serve as Special Counsel for the County under the terms and conditions
of this letter . In the scope of this service, we will prepare for review and consideration by the Board
of County Commissioners of the County a resolution calling for a special election seeking to
approve an issue of general obligation bonds of the County secured by the unlimited ad valorem
taxing power of the County, and to address certain legal issues raised by the County Attorney
associated with the proposed issue of bonds . We understand that the Board of County
Commissioners desires to consider the resolution at its meeting on July 10, 2007. The agenda
deadline for this meeting is July 3, 2007.
Once the Resolution has been prepared for inclusion in the agenda package and the issues
raised by the County Attorney in the letter dated June 27, 2007, have been addressed by this firm,
our engagement under this letter agreement will be completed . As Bond Counsel for the County,
should the referendum pass and Piper Aircraft elect to remain in Vero Beach, Florida, we will
provide the customary Bond Counsel services in connection with the issuance of the bonds under
separate engagement.
101 North Monroe Street • Suite 900 • Tallahassee, Florida 32301 • TEL 850.222.8611 • Fn.t 850.222.8969 • c 1TWhMolaiv. com
ATLANTA • JACKSONVIIA E • MIAMI . ORLANDO • ST. PETERSBURG • TALLAHASSEE • TAMPA
Indian River County, Florida
June 28 , 2007
Page Two
In this engagement, the County will be our client and an attorney-client relationship will
exist between the County and us. In performing our services as Special Counsel, we will represent
the interest of the County exclusively. We will not be representing any other party and will not be
acting as an intermediary among the parties .
As Special Counsel, we will charge the County a fixed fee of $2,500 for services rendered, to
be submitted upon completion of the engagement pursuant to this letter.
If the foregoing terms are acceptable to you, please so indicate by returning the enclosed
copy of this engagement letter, dated and signed by an authorized officer of the County, retaining
in each case an original for your files. We look forward to working with you .
BRYANT MILLER OLIVE P. A.
By
Authorized Signatory
Accepted and Approved :
Indian River County, Florida
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