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Subject to the provisions of Paragraph 8 hereof, if the County shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Contract of Purchase, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriter nor the County shall be under further obligation hereunder; except that (i) the County shall immediately return the Good Faith Deposit uncashed to the Underwriter as set forth in Paragraph 4 hereof, and (ii) the respective obligations of the parties hereto as provided in Paragraph 10 hereof, shall continue in full force and effect. 9. All representations and warranties of the County hereunder shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter. 10. If the Bonds are sold to the Underwriter by the County, the County shall pay any expenses incident to the performance of its obligations hereunder, including but not limited to: (i) the cost of the preparation and printing or other reproduction of the Resolution; (ii) the cost of the preparation, printing and delivery of the Official Statement (including any and all supplements or amendments thereto required under Paragraph 6 hercoo, together with a number of copies which the Underwriter deems reasonable; (iii) the costs and fees of Standard & Poor's Corporation and Moody's Investors Service; (iv) the cost, if any, of the preparation and printing of the definitive Bonds; (v) the fees and expenses of the Paying Agent and Registrar, and the Escrow Agent; (vi) the fees and disbursements of Bond Counsel, Financial Advisor, Verification Agent, and any other experts or consultants retained by the County, including, without limitation, the charges of the Auditors; and (vii) any out-of-pocket expenses incurred by the County. The Underwriter shall pay (i) all advertising expenses in connection with the public offering of the Bonds; and (ii) all other expenses incurred by them in connection with its public offering and distribution of the Bonds. Irrespective of whether the Bonds are sold or delivered to the Underwriter by the County, the County shall pay for the costs of the printing and delivery of the Preliminary Official Statement and the Official Statement. 11. Any notice or other communication to be given to the County under this Contract of Purchase shall be in writing and may be given by delivering the same to the County at: 1840 251h Street, Vero Beach, M 32960, Attention: Joe Baird, Finance/Budget Officer; any notice or other communication to be given to the Underwriter under this Contract of Purchase shall be in writing and may be given by delivering the same to William R. Hough & Co., 100 Second Avenue South, Suite 800, St. Petersburg, Florida 33701, Attention: Ed Bullch, First Vice President. 12. The disclosure statement required by Section 218.385(4), Florida Statutes, is attached hereto as Exhibit D. 13. This Contract of Purchase is made solely for the benefit of the County and the Underwriter (including the successors or assigns of any Underwriter) and no other person shall acquire or have any right or rights hereunder or by virtue hereof. 14. The schedules and exhibits referred to herein and attached hereto are hereby incorporated herein and made a part hereof for all purposes. 15. This Contract of Purchase shall be governed by and construed in accordance with the laws of the State of Florida. -9-