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reports, letters and statements from the County's Accountants, officers of the County, Bond Counsel or others
<br />as the Underwriter, in its sole discretion, shall reasonably determine to be necessary or desirable to permit
<br />the Underwriter to offer the Bonds to the public.
<br />6. Representations and Warranties of the County. The County hereby represents and
<br />warrants to the Underwriter that:
<br />(a) The County is and will be at the date of Closing a public body, duly
<br />organized and validly existing under the laws of the State of Florida, with the full power and
<br />authority granted under the Act (as defined in the Resolution);
<br />(b) The County is authorized by the Act to adopt the Resolution to issue the
<br />Bonds for the purpose for which they will be issued, as described in the Official Statement, to enter
<br />into this Contract of Purchase for the sale of the Bonds without competitive bids, and to enter into
<br />the Escrow Deposit Agreement and any other agreement which it may have to enter into in
<br />connection with the offering, sale and issuance of the Bonds;
<br />(c) The County has full legal right, power and authority to: (i) enter into this
<br />Contract of Purchase and the Escrow Deposit Agreement, (ii) adopt the Resolution, (iii) sell, issue
<br />and deliver the Bonds to the Underwriter as provided herein, and (iv) carry out and consummate
<br />the transactions contemplated by this Contract of Purchase, the Resolution, the Escrow Deposit
<br />Agreement, the Preliminary Official Statement and the Official Statement, and the County has
<br />complied, and at the Closing will be in compliance in all respects, with the terms of the Act and
<br />with the obligations on its part in connection with the issuance of the Bonds contained in the
<br />Resolution, the Bonds, the Escrow Deposit Agreement and this Contract of Purchase;
<br />(d) The County shall have, prior to the Closing, duly adopted the Resolution
<br />providing for the issuance of and payment and security for the Bonds and duly authorized all
<br />necessary action to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set
<br />forth herein and in the Official Statement; (ii) the approval of the Official Statement and the signing
<br />of the Official Statement by its duly authorized officer; and (iii) the execution, delivery and receipt
<br />of this Contract of Purchase, the Bonds, the Escrow Deposit Agreement and any and all such other
<br />agreements and documents as may be required to be executed, delivered and received by the County
<br />in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the
<br />Official Statement, the Resolution and the Escrow Deposit Agreement;
<br />(e) The Resolution has been duly and validly adopted and remains in full force
<br />and effect, and shall not have been amended, modified or supplemented except as may have been
<br />agreed to in writing by the Underwriter. The Escrow Deposit Agreement shall be in substantially
<br />the form heretofore submitted to and approved by the Underwriter, with only such changes therein
<br />or modifications thereof as the Underwriter and the County shall mutually agree upon. The Bonds,
<br />when issued, delivered and paid for as herein and in the Resolution provided, will have been duly
<br />authorized and issued and will constitute valid and legally enforceable obligations of the County
<br />secured in the manner described in the Resolution, in accordance with their terms and the terms
<br />of the Act and the Resolution, entitled to the benefits and security of the Resolution subject to
<br />applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject,
<br />as to enforceability, to general principles of equity (regardless of whether enforcement is sought in
<br />a proceeding in equity or at law).
<br />(f) The descriptions of the Bonds, the Resolution and the Act in the Official
<br />Statement conform in all material respects to the Bonds, the Resolution and the Act;
<br />-3.
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