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1 1 f The Underwriters agree to make a public offering of all of the Series 2001 Bonds at the initial offering prices set forthin Exhibit A attached hereto;provided,however,the Underwriters reserve the right to make concessions to dealers and to change such initial offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 2001 Bonds. 4. Preliminary Official Statement and Official Statement. The County hereby confirms that it has heretofore made available to the Underwriters a Preliminary Official Statement of the County relating to the Series 2001 Bonds,dated[POS Date](which,together withthe cover page and appendices contained therein,is herein called the"Preliminary Official Statement"),and authorizes and ratifies the use and distribution thereof to prospective purchasers and investors. Within seven business days of the acceptance hereofby the County,the County shall cause to be delivered the final Official Statement,dated the date hereof(which,together withthe cover page and appendices contained therein,is herein called the "Official Statement"), executed on behalf of the County by its Chairman of the Board of County Commissioners and by its County Administrator and such reasonable numbers of conformed copies as the Underwriters shall request, which shall be sufficient in number to comply with paragraph(b)(3) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR §240.15c2-12) under the Securities Exchange Act of 1934 and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County,by its acceptance hereof,ratifies and approves the Preliminary Official Statement and ratifies and approves and authorizes the Underwriters to use the Official Statement and all documents described therein in connection with the public offering and the sale ofthe Series 2001 Bonds. The County hereby deems the Preliminary Official Statement"final"as of its date for purposes of SEC Rule 15c2-12(b)(1). In accordance with Section 218.385, Florida Statutes, the Underwriters hereby disclose the information required by such Section, including a truth-in-bonding statement, as provided in Exhibit B attached hereto. 5. Use of Documents. You hereby authorize the use by the Underwriters of(a) the Resolution,(b)the Preliminary Official Statement,(c)the Official Statement(including any supplements or amendments thereto),(d)the Continuing Disclosure Certificate of the County,dated as ofApri115, 2001 (the "Continuing Disclosure Certificate"); and (e) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distribution of the Series 2001 Bonds. 6. Representations, Warranties and Agreements. The County hereby represents, warrants and agrees as follows: (a) As of the date of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for the purposes for which the Official Statement is to be used or which is necessary to make the statements or information contained therein,in light of the circumstances under which they were made,not misleading. 3