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11 "Preliminary Official Statement." The Series 1991 Bonds are being issued pursuant to the authority of the Constitution and laws of the State of Florida, including Chapters 125 and 159, Florida Statutes, and other applicable provisions of law (the "Act") The terms and provisions of the Series 1991 Bonds shall be as described in, and the Series 1991 Bonds shall be issued and secured under and pursuant to, Indian River County Resolution No. 89.19, as amended and supplemented including amendments and supplements made by Resolution No. 91-81, adopted by the County on July 23, 1991, as the same may be amended and supplemented (the "Resolution"), substantially in the form heretofore delivered to us, with only such changes therein as shall be mutually agreed upon between us. The Underwriter agrees to make a bona fide public offering of the series 1991 Bonds not in excess of the initial public offering prices (which may be expressed in terms of yield) set forth on the cover page of the Official Statement. The Series 1991 Bonds may be offered and sold to certain dealers (including the Underwriter and other dealers depositing such Series 1991 Bonds into investment trusts) at a price or prices lower than such public offering prices. Section 2. The Underwriter represents and warrants that it is and has been authorized to execute this Agreement as Underwriter. The payment for, acceptance of,and delivery and execution on behalf of the Underwriter of any receipt for the Series 1991 Bonds and any other instruments upon or in connection with the Closing by the Underwriter shall be valid and sufficient for all purposes and binding upon the Underwriter. aectj.on 3. There is herewith delivered to you a certified or official bank check, to the order of the Issuer in the amount of $100,000 (the "Good Faith Deposit"), as a good faith deposit for the performance of the Underwriter of its obligations to accept and pay for the Series 1991 Bonds at the Closing in accordance with the terms and provisions of this Agreement. In the event that the Issuer does not accept this offer, the Good Faith Deposit shall be immediately returned to the Underwriter. If this offer is accepted, the Issuer shall hold the Good Faith Deposit uninvested until the Closing and dispose of such Good Faith Deposit as follows: (a) At the Closing and upon the delivery of the Series 1991 Bonds and payment of they purchase price therefor, the Good Faith Deposit shall be forthwith returned to the Underwriter; (b) In the event the Issuer shall fail to deliver the Series 1991 Bonds to the Underwriter on the Cloning Date (hereinafter defined) or if the Issuer Mie].l be unable at or prior to the Closing Date to satisfy the Conditions to the 2