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<br />118 <br /> <br />PROPOSAL AND AGREEMENT <br />FOR <br />ARBITRAGE REBATE COMPLIANCE SERVICES <br />BY AND BETWEEN <br /> <br />CITY OF SAN MARCOS, TEXAS <br />(Hereinafter Referred to as the "Issuer") <br /> <br />AND <br />FIRST SOUTHWEST COMPANY <br /> <br />It is understood and agreed that the Issuer, in connection with the sale and delivery of <br />certain obligations as listed in Appendix A attached hereto (the "Obligations"), will have the <br />need to determine to what extent, if any, it will be required to rebate investment earnings of the <br />proceeds of the Obligations to the United States of America (hereinafter referred to as <br />"Rebatable Arbitrage") pursuant to the provisions of Section 148(t)(2) of the Internal Revenue <br />Code of 1986 (the "Code"). We have been requested to provide professional services to the <br />Issuer as such services may be necessary to effect this determination and we are pleased to <br />submit the following proposal for consideration. This proposal, if accepted by the Issuer, shall <br />become the agreement (the "Agreement") between the Issuer and First Southwest Company <br />effective at the date of its acceptance as provided for herein below. <br /> <br />1. This Agreement shall apply to the Obligations described in Appendix A <br />attached hereto during the period in which this Agreement shall be effective. <br /> <br />Provisions of FU'St Southwest Company <br /> <br />2. We agree to provide our professional services and our facilities in the <br />creation and maintenance of records useful to or necessary in the determination of <br />Rebatable Arbitrage with regard to the Obligations. The Issuer will assume and pay the <br />fee of First Southwest Company as such fee is set out in Appendix A attached hereto. <br />First Southwest Company shall not be responsible for any extraordinary expenses <br />incurred in connection with providing such professional services, including any costs <br />incident to litigation, mandamus action, test case or other similar legal actions; unless <br />First Southwest Company is a party to such litigation and a claim is asserted against First <br />Southwest Company for work performed under this Agreement. <br /> <br />3. We agree to perform the following duties in connection with providing <br />arbitrage investment rebate services: <br /> <br />1 <br />