OTHER-2025-036-Bond purchase agreement

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( 12) Governing Law , This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State . ( 13 ) Effectiveness . This Bond Purchase Agreement shall become effective upon the acceptance hereof by the County . ( 14) Arm ' s -Length Transaction. The County acknowledges and agrees that the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm ' s-length commercial transaction between the County and the Underwriters , acting solely as principals and not as municipal advisors , financial advisors or agents of the County . The Underwriters have not assumed a financial advisory responsibility in favor of the County with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriters , or any affiliate of the Underwriters , has advised or is currently advising the County on other- matters) or any other obligation to the County except the obligations expressly set forth in this Bond Purchase Agreement, it being the County ' s understanding that a financial advisory relationship shall not be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal securities dealer, a person renders advice to an issuer, including advice with respect to the structure, timing , terms and other similar matters concerning a new issue of municipal securities . The Underwriters have provided to the County prior disclosures regarding their role as underwriters , their compensation , any potential or actual material conflicts of interest, and material financial characteristics and material financial risks associated with the transaction to the extent required by MSRB rules . The Underwriters hereby notify the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) , the Underwriters are not agents of the County, and the Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by this Bond Purchase Agreement. The County has consulted its own legal, financial , and other advisors to the extent it has deemed appropriate . ( 15 ) Miscellaneous . (a) If any provision of this Bond Purchase Agreement shall be held or deemed to be or shall , in fact, be inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution , statute, rule or public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent whatever. (b) This Bond Purchase Agreement may be signed in any number of counterparts , each of which shall which shall be an original , but all of which shall constitute but one and the same instrument. (c) This Bond Purchase Agreement is made solely for the benefit of and is binding on the County and the Underwriters (including successors or assigns of the Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the parties , superseding all prior agreements , and may not be modified except in writing signed by both of the parties hereto . (d) Under this Bond Purchase Agreement, the Underwriters are acting as principals and not as agents or fiduciaries , and the Underwriters ' engagement is as independent contractors and not in any other capacity . The County agrees that it is solely responsible for making its own judgments in connection with the offering of the Bonds regardless of whether the Underwriters have or are currently advising the County on related or other matters . - 13 -