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in this Bond Purchase Agreement,it being the County's understanding that a financial advisory relationship <br /> shall not be 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 structure,timing, <br /> terms and other similar matters concerning a new issue of municipal securities. The Underwriters have <br /> provided to the County prior disclosures regarding their role as underwriters, their compensation, any <br /> potential or actual material conflicts of interest,and material financial characteristics and material financial <br /> risks associated with the transaction to the extent required by MSRB rules.The Underwriters hereby notify <br /> the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the <br /> Securities Exchange Act of 1934, as amended), the Underwriters are not agents of the County, and the <br /> Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by <br /> this Bond Purchase Agreement.The County has consulted its own legal,financial,and other advisors to the <br /> 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 or <br /> public policy, or any other reason, such circumstances shall not have the effect of rendering the provision <br /> in question inoperable or unenforceable in any other case or circumstance, or of rendering any other <br /> provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any <br /> extent whatever. <br /> (b) This Bond Purchase Agreement may be signed in any number of counterparts,each <br /> of which shall which shall be an original,but all of which shall constitute but one and the same instrument. <br /> (c) This Bond Purchase Agreement is made solely for the benefit of and is binding on <br /> the County and the Underwriters(including successors or assigns of the Underwriters)and no other person <br /> shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the parties, <br /> superseding all prior agreements, and may not be modified except in writing signed by both of the parties <br /> 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 in <br /> 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 /> [Remainder of Page Intentionally Left Blank] <br /> -14- <br />