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109 <br /> thereto (whether or not the Underwriters, or any affiliate of the Underwriters, has advised or is currently <br /> advising the County on other matters) or any other obligation to the County except the obligations <br /> expressly set forth in this Bond Purchase Agreement, it being the County's understanding that a financial <br /> advisory relationship shall not be deemed to exist when, in the course of acting as an underwriter, a <br /> broker, dealer or municipal securities dealer, a person renders advice to an issuer, including advice with <br /> respect to the structure, timing, terms and other similar matters concerning a new issue of municipal <br /> securities. The Underwriters have provided to the County prior disclosures regarding their role as <br /> underwriters, their compensation, any potential or actual material conflicts of interest, and material <br /> financial 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 as <br /> Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), the <br /> Underwriters are not agents of the County, and the Underwriters do not have a fiduciary duty to the <br /> County in connection with the matters contemplated by this Bond Purchase Agreement. The County has <br /> consulted its own legal,financial, and other advisors to the extent it has deemed appropriate. <br /> (15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall be held or <br /> deemed to be or shall, in fact,be inoperative, invalid or unenforceable as applied in any particular case in <br /> any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute, rule <br /> or public policy, or any other reason, such circumstances shall not have the effect of rendering the <br /> provision in question inoperable or unenforceable in any other case or circumstance, or of rendering any <br /> other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to <br /> any extent whatever. <br /> (b) This Bond Purchase Agreement may be signed in any number of counterparts, <br /> each of which shall which shall be an original, but all of which shall constitute but one and the <br /> same instrument. <br /> (c) This Bond Purchase Agreement is made solely for the benefit of and is binding <br /> on the County and the Underwriters (including successors or assigns of the Underwriters) and no other <br /> person shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the <br /> parties, superseding all prior agreements, and may not be modified except in writing signed by both of the <br /> parties hereto. <br /> (d) Under this Bond Purchase Agreement, the Underwriters are acting as principals <br /> and not as agents or fiduciaries, and the Underwriters' engagement is as independent contractors and not <br /> in any other capacity. The County agrees that it is solely responsible for making its own judgments in <br /> connection with the offering of the Bonds regardless of whether the Underwriters have or are currently <br /> advising the County on related or other matters. <br /> (e) On April 1, 2019, Baird Financial Corporation, the parent company of Baird, <br /> acquired HL Financial Services, LLC, its subsidiaries, affiliates and assigns (collectively, "Hilliard <br /> Lyons"). As a result of such common control, Baird and Hilliard Lyons are now affiliated. It is expected <br /> that Hilliard Lyons will merge with and into Baird later in 2019. <br /> [Remainder of Page Intentionally Left Blank] <br /> -14- <br />