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72 <br /> (14) Arm's-Length Transaction. The County acknowledges and agrees that the <br /> purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's-length <br /> commercial transaction between the County and the Underwriters, acting solely as principal and <br /> not as municipal advisor, financial advisor or agent of the County. The Underwriters have not <br /> assumed a financial advisory responsibility in favor of the County with respect to the offering of <br /> the Bonds or the process leading thereto (whether or not the Underwriters, or any affiliate of the <br /> Underwriters, has advised or is currently advising the County on other matters) or any other <br /> obligation to the County except the obligations expressly set forth in this Bond Purchase <br /> Agreement, it being the County's understanding that a financial advisory relationship shall not be <br /> deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal <br /> securities dealer, a person renders advice to an issuer, including advice with respect to the <br /> structure, timing, terms and other similar matters concerning a new issue of municipal securities. <br /> The Underwriters have provided to the County prior disclosures regarding its role as underwriter, <br /> its compensation, any potential or actual material conflicts of interest, and material financial <br /> characteristics and material financial risks associated with the transaction to the extent required <br /> by MSRB rules. The Underwriters hereby notify the County that the Underwriters are not acting <br /> as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as <br /> amended), the Underwriters are not agents of the County, and the Underwriters do not have a <br /> fiduciary duty to the County in connection with the matters contemplated by this Bond Purchase <br /> Agreement. The County has consulted its own legal, financial, and other advisors to the extent it <br /> has deemed appropriate. <br /> (15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall be <br /> held or deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied in any <br /> particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of any <br /> constitution, statute, rule or public policy, or any other reason, such circumstances shall not have <br /> the effect of rendering the provision in question inoperable or unenforceable in any other case or <br /> circumstance, or of rendering any other provision or provisions of this Bond Purchase <br /> Agreement invalid, inoperative or unenforceable to any extent whatever. <br /> (b) This Bond Purchase Agreement may be signed in any number of <br /> counterparts, each of which shall which shall be an original, but all of which shall constitute but <br /> one and the same instrument. <br /> (c) This Bond Purchase Agreement is made solely for the benefit of and is <br /> binding on the County and the Underwriters (including successors or assigns of the <br /> Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. <br /> It is the entire agreement of the parties, superseding all prior agreements, and may not be <br /> modified except in writing signed by both of the parties hereto. <br /> (d) Under this Bond Purchase Agreement, the Underwriters are acting as <br /> principals and not as agents or fiduciaries, and the Underwriters' engagement is as independent <br /> contractors and not in any other capacity. The County agrees that it is solely responsible for <br /> making its own judgments in connection with the offering of the Bonds regardless of whether the <br /> Underwriters have or are currently advising the County on related or other matters. <br /> -16- <br />