Resolution 341-1985
RESOLUTION NO.
34l-1985
A RESOLUTION PROVIDING FOR THE ADVANCE
REFUNDING OF THE OUTSTANDING IMPROVEMENT
BONDS, SERIES 1980, OF MONROE COUNTY
MUNICIPAL .SERVICE DISTRICT, MONROE COUNTY,
FLORIDA; AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $10,000,000 REFUNDING
IMPROVEMENT BONDS, SERIES 1985, TO FINANCE
THE COST THEREOF; PROVIDING FOR THE PAY-
MENT OF THE BONDS FROM SPECIAL ASSESSMENTS
LEVIED AGAINST BENEFITED PROPERTY, AND
CERTAIN OTHER FUNDS OF THE DISTRICT;
MAKING CERTAIN COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, the governing body of the Monroe County
Municipal Service District:
SECTION l. AUTHORITY FOR THIS RESOLUTION. This resolu-
tion is adopted pursuant to Chapter 125, Florida Statutes;
Chapter 8, Articles I, II and III, of the Monroe County Code; and
other applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the context otherwise
requires, the terms defined in this section shall for all pur-
poses of this instrument have the meanings herein specified.
Words importing the singular number shall include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations.
A. "Act" shall mean, collectively, Chapter 125, Florida
Statutes; Chapter 8, Articles I, II and III of the Monroe County
Code; and other applicable provisions of law.
B. "Additional Parity Obligations" shall mean addi-
tional obligations issued in compliance with the terms, con-
ditions and limitations contained herein, and which shall have an
equal lien on the Pledged Funds and rank equally in all respects
with the Bonds initially issued hereunder.
C. "Amortization Installment" with respect to any Term
Bonds of a series, shall mean an amount so designated which is
established for the Term Bonds of such series, provided that (l)
each such installment shall be deemed to be due on such interest
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or principal maturity date of each applicable year as is fixed by
subsequent resolution of the Issuer and shall be a multiple of
$5,000, and (2) the aggregate of such installments for such
series shall equal the aggregate principal amount of Term Bonds
of such series delivered on original issuance.
D. "Assessments" shall mean special assessments levied
annually against residential property within the area of the
Issuer specially benefited by the Project and the furnishing of
solid waste collection services within the area of the Issuer,
including the interest on such special assessments.
E. "Board" shall mean the Board of County Commissioners
of Monroe County, Florida, the governing body of the Issuer.
F. "Bonds" shall mean the $10,000,000 Refunding
Improvement Bonds, Series 1985, herein authorized to be issued,
together with any Additional Parity Obligations.
G. "Bond Registrar" shall mean a bank or trust company,
located within or without the State of Florida, who shall main-
tain the registration books of the Issuer and who shall be
responsible for the transfer and exchange of the Bonds.
H. "Bond Service Requirement" for any Bond Year, as
applied to the Bonds of any series, shall mean the sum of:
(1) The amount required to pay the interest becoming
due on the Bonds of such series during such Bond Year, except to
the extent that such interest shall have been provided by
payments into the Sinking Fund out of Bond proceeds for a spe-
cified period of time.
(2) The amount required to pay the principal of Serial
Bonds of such series maturing in such Bond Year.
(3) The Amortization Installment for the Term Bonds of
such series for such Bond Year. In computing the Bond Service
Requirement for any Bond Year for Bonds of any series, the Issuer
shall assume that an amount of the Term Bonds of such series
equal to the Amortization Installment for the Term Bonds of such
series for such Bond Year will be retired by purchase or redemp-
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< .
tion in such Bond Year. When determining the amount of principal
of and interest on the Bonds which mature in any year, for pur-
poses of this Instrument, an amount of Term Bonds equal to the
Amortization Installment, if any, applicable to Term Bonds in
such year shall be deemed to mature in such year.
I. "Bond Year" shall mean Fiscal Year.
J. "Consulting Engineers" shall mean such qualified and
recognized independent consulting engineers, having favorable
repute or skill and experience with respect to the acts and
duties to be provided to the Issuer, as employed or retained by
the Issuer to perform the acts and carry out the duties specified
herein.
K. "Cost of Operation and Maintenance" of the
Facilities shall mean the current expenses, paid or accrued, of
operation, maintenance and repair of the Facilities, as calcu-
lated in accordance with generally accepted accounting practice,
including payments made by the Issuer to franchisee solid waste
collectors and the routine cost of capping and/or lining land
fills as required by federal and/or state law, but shall not
include any reserves for renewals and replacements, extraordinary
repairs or any allowance for depreciation. Such current expenses
shall be reduced by the amount of ad valorem taxes, if any,
levied and collected within the Issuer for such purposes.
L. "Facilities" shall mean the solid waste disposal
facilities owned and operated by the Issuer for the disposal of
solid waste collected within the area of the Issuer.
M. "Federal Securities" shall mean direct obligations
of the United States of America and/or obligations, the principal
of and interest on which are fully guaranteed by the United
States of America, none of which permit redemption prior to
maturity at the option of the obligor.
N. "Fiscal Year" shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30.
O. "Holder of Bonds," "Bondholder" or "Holder," or any
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"
similar term, shall mean any person who shall be the owner of any
outstanding Bond or Bonds as shown on the books of the Issuer
maintained by the Bond Registrar.
P. "Instrument" shall mean this resolution.
Q. "Issuer" shall mean the Monroe County Municipal
Service District, Monroe County, Florida.
R. "Maximum BOnd Service Requirement" shall mean, as of
any particular date of calculation, the greatest amount of aggre-
gate Bond Service Requirements for the then current or any future
Bond Year.
S. "Net Pledged Funds" shall mean the Pledged Funds, as
defined below, after deduction of the Cost of Operation and
Maintenance, defined above.
T. "Pledged Funds" shall mean, collectively, the
Assessments; any payments received from franchisee solid waste
collectors with respect to commercial property within the area of
the Issuer; all other non ad valorem funds received by the Issuer
with respect to the furnishing of the services of the Facilities
to the residents of the Issuer, excluding any state or federal
funds received from time to time by the Issuer; and any income
derived from the investment of funds and accounts created and
established by this Instrument.
U. "Project" shall mean the additions, extensions and
improvements to the Facilities, constituting the solid waste
disposal incinerators acquired and constructed with the proceeds
from the sale of the Refunded Bonds, together with all appur-
tenances necessary or incidental thereto.
V. "Record Date" shall mean the 15th day of the month
immediately preceding an interest payment date for the Bonds.
w. "Refunded Bonds" shall mean the outstanding
Improvement Bonds, Series 1980, dated April 1, 1981, of the
Issuer.
X. "Refunded Bonds Resolution" shall mean Resolution
No. 2l5-1980 of the Board, as amended and supplemented,
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authorizing the issuance of the Refunded Bonds.
Y. "Serial Bonds" shall mean the Bonds of a series
which shall be stated to mature in annual installments.
.z. "Term Bonds" shall mean the Bonds of a series, all
of which shall be stated to mature on one date and which shall be
subject to retirement by operation of the Bond Amortization Fund.
SECTION 3.
FINDINGS. It is hereby ascertained, deter-
mined and declared that:
A. On May 13, 1981, the Issuer issued its $8,000,000
Improvement Bonds, Series 1980, dated April 1, 1981 (herein
called "Refunded Bonds"), for the purpose of financing the cost
of certain capital improvements in the area of the Issuer.
$7,810,000 of the Refunded Bonds are outstanding.
B. The Refunded Bonds maturing in the year 1992 and
thereafter are redeemable prior to their stated dates of
maturity, at the option of the Issuer, as a whole at any time on
or after October 1, 1991, at a price of par and accrued interest
to the date of redemption, plus the following premiums expressed
as percentages of the par value of the Refunded Bonds so
redeemed, if redeemed during the following times:
Redemption Dates (Both Dates Inclusive) Premium
October 1, 1991, through September 30, 1993 2 1/2%
October 1, 1993, through September 30, 1995 2%
October 1, 1995, through September 30, 1997 1 1/2%
October 1 , 1997, through September 30, 1999 1%
October 1 , 1999, through September 30, 2001 1/2%
October 1, 2002, and thereafter 0%
The Refunded Bonds maturing prior to 1992 are not redeemable
prior to their stated dates of maturity.
C. Section 11 of the Refunded Bonds Resolution provides
for notice of redemption, and such section reads in part as
follows:
"Notice of such redemption shall be published at least
once, 30 days prior to the redemption date, in a financial jour-
nal published in the Borough of Manhattan, City and State of New
York, shall be filed with the paying agents and shall be mailed,
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postage prepaid, to all registered owners of Bonds to be redeemed
at their addresses as they appear on the registration books.
Interest shall cease to accrue on any Bond duly called for prior
redemption on the redemption date, if payment thereof has been
duly provided."
D. Due to current favorable municipal bond market
conditions, it is in the best interest of the Issuer that the
Refunded Bonds be advance refunded as soon as practicable and
that the outstanding Refunded Bonds maturing in the year 1999 and
thereafter be redeemed on October 1, 1991. The refunding of the
Refunded Bonds will benefit the Issuer by achieving substantial
interest cost savings and by revising certain burdensome cove-
nants in the Refunded Bonds Resolution.
E. The estimated maximum cost of such refunding as
above described is a sum of not exceeding $10,000,000, the actual
cost to be determined prior to the delivery of the Bonds herein
authorized. Such cost shall be paid from the proceeds derived
from the sale of the Bonds, together with certain other funds
available to the Issuer. An amount sufficient to effect the
refunding will be deposited in irrevocable escrow for the holders
of the Refunded Bonds, and invested in Federal Securities. The
principal of and interest on such Federal Securities will be suf-
ficient to make timely payment of the principal of and interest
on the Refunded Bonds maturing in the years 1986 through 1998,
both inclusive, and timely payment of the principal, redemption
premiQm and interest on the outstanding Refunded Bonds maturing
in the year 1999 and thereafter, called for redemption on their
October 1, 1991, redemption date.
F. The costs associated with such refunding program
shall be deemed to include legal, engineering and financing
expenses; expenses for advertising and printing; expenses for
estimates of costs and of revenues; expenses for computer calcu-
lations and verifications; the fees of fiscal agents, financial
advisors or consultants, if any; administrative expenses relating
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solely to the refunding authorized by this Instrument~ bond
discount~ municipal bond insurance premiums, if any~ and such
other costs and expenses as may be necessary or incidental to the
financing herein authorized.
G. The Pledged Funds are not pledged or encumbered in
any manner, except for the payment of the Refunded Bonds.
H. The principal of and interest on the Bonds and all
required sinking fund, reserve and other payments shall be
payable solely from the Pledged Funds, as herein provided. The
Issuer shall never be required to levy ad valorem taxes on any
property within its corporate territory to pay the principal of
and interest on the Bonds or to make any of the required sinking
fund, reserve or other payments.
I. The Assessments will be levied against the benefited
properties in proportion to the special and positive benefits to
be received from the acquisition and construction of the Project
and the furnishing of solid waste disposal services by the Issuer.
J. The estimated Pledged Funds will be sufficient to
pay all principal of and interest on the Bonds to be issued
hereunder, as the same become due, and to make all required
sinking fund, reserve or other payments required by this
Instrument. The Issuer does not expect to make any profit from
the proceeds of the Assessments other than the extent necessary
to pay the cost of furnishing solid waste disposal services to
the residents of the Issuer and the cost of paying the principal
of, premium, if any, and interest on the Bonds.
SECTION 4.
THIS INSTRUMENT TO CONSTITUTE CONTRACT.
In
consideration of the acceptance of the Bonds authorized to be
issued hereunder by those who shall hold the same from time to
time, this Instrument shall be deemed to be and shall constitute
a contract between the Issuer and such Holders. The covenants
and agreements herein set forth to be performed by the Issuer
shall be for the equal benefit, protection and security of the
legal Holders of the Bonds, all of which shall be of equal rank
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and without preference, priority or distinction of any of the
Bonds over any other thereof, except as expressly provided
therein and herein.
SECTION 5. AUTHORIZATION OF BONDS, REFUNDING AND LAND
FILL IHPROVEMENTS. Subject and pursuant to the provisions
hereof, obligations of the Issuer to be known as "Refunding
Improvement Bonds, Series 1985," herein defined as the "Bonds,"
are authorized to be issued in the aggregate principal amount of
not exceeding $10,000,000, for the purpose of financing the cost
of the Land Fill Improvements and the advance refunding of the
Refunded Bonds.
SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be
dated as of a date to be f{xed by subsequent resolution of the
Issuer adopted prior to the delivery of the Bonds, but not later
than the date of issuance; shall be numbered consecutively, from
one upward; shall be in the denomination of $5,000 each or
integral multiples thereof; shall bear interest at such rate or
rates not exceeding the maximum legal rate, such interest to be
payable semiannually on such dates as shall be fixed by resolu-
tion of the Issuer adopted prior to the delivery of the Bonds;
and shall mature in such years and amounts, but not exceeding 50
years from their date, as shall be fixed by resolution of the
Issuer adopted prior to the delivery of the Bonds.
Such Bonds shall be issued in fully registered form;
shall be payable with respect to principal at the office of the
Bond Registrar as paying agent, or such other paying agent as may
be hereafter duly appointed; shall be payable in lawful money of
the United States of America; and shall bear interest from their
date, payable by mail to the Holders thereof at their addresses
as they appear on the registration books.
SECTION 7. EXECUTION OF BONDS. The Bonds shall be
executed in the name of the Issuer by the Chairman of the Board
and attested and countersigned by the Clerk of the Board, and its
corporate seal or a facsimile thereof shall be affixed thereto or
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reproduced thereon. The certificate of authentication of the
Bond Registrar shall appear on the Bonds, and no Bond shall be
valid or obligatory for any purpose or be entitled to any
security or benefit under this Instrument unless such certificate
shall have been duly executed on such Bond. The authorized
signature for the Bond Registrar shall be either manual or in
facsimile; provided, however, that at least one of the
signatures, including that of the authorized signature for the
Bond Registrar, appearing on the Bonds, shall at all times be a
manual signature. In case any officer whose signature shall
appear on any Bonds shall cease to be such officer before the
delivery of such Bonds, such signature or facsimile thereof shall
nevertheless be valid and sufficient for all purposes the same as
if he had remained in office until such delivery. Any Bonds may
be signed and sealed on behalf of the Issuer by such person who
at the actual time of the execution of such Bonds shall hold the
proper office with the Issuer, although at the date of adoption
of this Instrument such person may not have held such office or
may not have been so authorized.
SECTION 8. NEGOTIABILITY. The Bonds shall be and shall
have all of the qualities and incidents of negotiable instruments
under the laws of the State of Florida, and each successive
Holder, in accepting any of the Bonds, shall be conclusively
deemed to have agreed that the Bonds shall be and shall have all
of the qualities and incidents of negotiable instruments under
the laws of the State of Florida.
SECTION 9. REGISTRATION. At least 10 days prior to the
proposed date of delivery of the Bonds, the Board shall by reso-
lution designate the Bond Registrar. The Bond Registrar shall be
responsible for maintaining the books for the registration of the
transfer and exchange of the Bonds and in compliance with an
agreement to be executed between the Board and such bank or trust
company as Bond Registrar on or prior to the date of delivery of
the Bonds. Such agreement shall set forth in detail the duties,
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rights and responsibilities of the parties thereto.
All Bonds presented for transfer, exchange, redemption
or payment (if so required by the Bond Registrar) shall be accom-
panied by a written instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of signa-
ture satisfactory to the Bond Registrar, duly executed by the
Holder or by his duly authorized attorney.
Upon surrender to the Bond Registrar for transfer or
exchange of any Bond accompanied by an assignment or written
authorization for exchange, whichever is applicable, duly exe-
cuted by the Holder or his attorney duly authorized in writinq,
the Bond Registrar shall deliver in the name of such Holder or
the transferee or transferees, as the case may be, a new fully
registered Bond or Bonds of authorized denominations and of the
same maturity and interest rate for the aggregate principal
amount which the Holder is entitled to receive.
The Issuer and the Bond Registrar may charge the Holder
a sum sufficient to reimburse them for any expenses incurred in
making any exchange or transfer after the first such exchange or
transfer following the delivery of the Bonds. The Bond Registrar
or the Issuer may also require payment from the Holder or his
transferee, as the case may be, of a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in
relation thereto. Such charges and expenses shall be paid before
any such new Bond shall be delivered.
Interest on the Bonds shall be paid to the Holder whose
name appears on the books of the Bond Registrar on the Record
Date.
New Bonds delivered upon any transfer or exchange shall
be valid obligations of the Issuer, evidencing the same debt as
the Bonds surrendered, shall be secured by this Instrument, and
shall be entitled to all of the security and benefits hereof to
the same extent as the Bonds surrendered.
The Issuer and the Bond Registrar may treat the Holder
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of any Bond as the absolute owner thereof for all purposes,
whether or not such Bonds shall be overdue, and shall not be
bound by any notice to the contrary. The person in whose name
any Bond is registered may be deemed the Holder and owner thereof
by the Issuer and the Bond Registrar, and any notice to the
contrary shall not be binding upon the Issuer or the Bond
Registrar.
Notwithstanding the foregoing provisions of this Section,
the Board reserves the right, on or prior to the delivery of the
Bonds, to amend or modify the foregoing provisions relatinq to
registration of the Bonds in order to comply with all applicable
laws, rules, and regulations of the United States and/or the
State of Florida relating thereto.
SECTION 10.
DISPOSITION OF BONDS PAID OR REPLACED.
Whenever any Bond shall be delivered to the Bond Registrar for
cancellation, upon payment of the principal amount thereof, or
for replacement, transfer or exchange, such Bond shall be can-
celled and destroyed by the Bond Registrar, and counterparts of a
certificate of destruction evidencing such destruction shall be
furnished to the Issuer.
SECTION ll.
BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, or be destroyed, stolen
or lost, the Issuer may in its discretion issue and deliver a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or
lost, in exchange and substitution for such mutilated Bond, upon
surrender and cancellation of such mutilated Bond, or in lieu of
and substitution for the Bond destroyed, stolen or lost, and upon
the Holder furnishing the Issuer and the Bond Registrar proof of
his ownership thereof and satisfactory indemnity and complying
with such other reasonable regulations and conditions as the
Issuer may prescribe and paying such expenses as the Issuer and
the Bond Registrar may incur. All Bonds so surrendered shall be
cancelled by the Bond Registrar. If any such Bond shall have
matured or be about to mature, instead of issuing a substitute
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Bond, the Issuer may pay the same, upon being indemnified as
aforesaid, and if such Bond be lost, stolen or destroyed, without
surrender thereof.
All such duplicate Bonds issued pursuant to this Section
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate
Bonds shall be entitled to equal and proportionate benefits and
rights as to lien on and source and security for payment from the
funds, as hereinafter pledged, to the same extent as all other
Bonds issued hereunder.
SECTION 12.
PROVISIONS FOR REDEMPTION. The Bonds shall
be subject to redemption prior to their stated dates of maturity
upon such terms and conditions as shall be provided by resolution
of the Board adopted prior to their delivery.
At least 30 days prior to the redemption date, notice of
such redemption shall be filed with the paying agent and shall be
mailed, postage prepaid, to all Holders of Bonds to be redeemed
at their addresses as they appear on the registration books
maintained by the Bond Registrar. Interest shall cease to accrue
on any Bond duly called for prior redemption, on the redemption
date, if payment thereof has been duly provided. The privilege
of transfer or exchange of any of the Bonds shall be suspended
for a IS day period preceding the mailing of the notice of
redemption.
SECTION 13. FORM OF BONDS. The text of the Bonds and
the certificate of authentication shall be in substantially the
following tenor, with such variations, omissions and insertions
as may be necessary, desirable and authorized or permitted by
this Instrument or any subsequent resolution adopted prior to the
issuance thereof, or as may be necessary to comply with appli-
cable laws, rules and regulations of the United States and the
State of Florida in effect upon the issuance thereof:
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SEE REVERSE SIDE FOR ADDITIONAL
PROVISIONS AND DEFINITIONS
CUSIP:
No.
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF r10NROE
MONROE COUNTY MUNICIPAL SERVICE DISTRICT
REFUNDING IMPROVEMENT BOND, SERIES 1985
1,
% DUE
KNOW ALL MEN BY THESE PRESENTS, that Monroe County
Municipal Service District, Monroe County, Florida (hereinafter
called "District"), for value received, hereby promises to pay to
the order of , or registered
assignees, on the date specified above, solely from the special
funds hereinafter mentioned, the principal sum of
DOLLARS
upon the presentation and surrender hereof at the office of
, paying agent and bond
registrar (hereinafter called "Bond Registrar"), an~ to pay
interest thereon from the date of this bond or from the most
recent interest payment date to which interest has been paid,
whichever is applicable, until payment of such sum, at the rate
per annum set forth above, payable on
1, 1986, and
semiannually thereafter on the first day of
and the
first day of
of each year, by check or draft mailed
to the registered owner at his address as it appears on the
registration books on the fifteenth day of the month preceding
the applicable interest payment date. Both principal of and
interest on this bond are payable in lawful money of the United
States of America.
This bond is one of an authorized issue of bonds, in the
aggregate principal amount of not exceeding $10,000,000, issued
to finance the cost of advance refunding the outstanding
Improvement Bonds, Series 1980, dated April 1, 1981, of the
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District (hereinafter called "Refunded Bonds"), pursuant to the
authority of and in full compliance with the Constitution and
Statutes of the State of Florida, including particularly Chapter
125, Florida Statutes, Chapter 8, Articles I, II and III, of the
Monroe County Code, and other applicable provisions of law, and a
resolution duly adopted by the Board of County Commissioners of
Monroe County, Florida, the governing body of the District, on
the day of , 1985 (hereinafter called
"Resolution"), and is subject to all the terms and conditions of
such Resolution.
This bond is payable solely from and secured by a prior
lien upon and pledge of the special assessments levied annually
against residential property within the District specially bene-
fited by the acquisition and construction of the Project, as
defined and described in the Resolution, and the furnishing of
solid waste disposal services by the District, including
interest on such special assessments; any payments received from
franchisee solid waste collectors with respect to commercial pro-
perty within the District; all other non ad valorem funds
received by the District with respect to the furnishing of the
solid waste disposal services to the residents of the District,
excluding any federal funds received from time to time by the
District; and certain investment income; all in the manner pro-
vided in the Resolution.
(Insert Redemption provisions)
Notice of such redemption shall be given in the manner
required by the Resolution.
This bond does not constitute an indebtedness o~ the
District within the meaning of any constitutional or statutory
provision or limitation, and it is expressly agreed by the holder
of this bond that such holder shall never have the right to
require or compel the exercise of the ad valorem taxing power of
the District for the payment of the principal of and interest on
this bond or for the making of any sinking fund, reserve or other
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payments required in the Resolution.
(To be inserted where appropriate on face of bond:
"Reference is hereby made to the further provisions of this bond
set forth on the reverse side hereof, and such further provisions
shall for all purposes have the same effect as if set forth on
this side.")
This bond may be transferred only upon the books of the
District kept by the Bond Registrar upon surrender thereof at the
principal office of the Bond Registrar with an assignment duly
executed by the registered owner or his duly authorized attorney,
but only in the manner, subject to the limitations and upon
payment of the charges, if any, provided in the Resolution, and
upon surrender and cancellation of this bond. Upon any such
transfer, there shall be executed and the Bond Registrar shall
deliver, a new fully registered bond or bonds, payable to the
transferee, in authorized denominations and in the same aggregate
principal amount, series, maturity and interest rate as this
bond.
In like manner, subject to and upon the payment of such
charges, if any, the registered owner of this bond may surrender
the same (together with a written authorization for exchange
satisfactory to the Bond Registrar duly executed by the regis-
tered owner or his duly authorized attorney) in exchange for an
equal aggregate principal amount of fully registered bonds in
authorized denominations and of the same series, maturity and
interest rate as this bond.
This bond is and has all the qualities and incidents of
a negotiable instrument under the laws of the State of Florida.
This bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Resolution until the certificate of authentication hereon shall
have been executed by the Bond Registrar.
It is hereby certified and recited that all acts,
conditions, and things required to exist, to happen and to be
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performed precedent to and in the issuance of this bond, exist,
have happened and have been performed, in regular and due form
and time as required by the laws and Constitution of the State of
Florida applicable thereto; and that the issuance of the bonds of
this issue does not violate any constitutional or statutory limi-
tat ion or provision.
IN WITNESS WHEREOF, Monroe County Municipal Service
District has issued this bond and has caused the same to be
signed by the Chairman of the Board of County Commissioners of
Monroe County, Florida, and attested and countersigned by the
Clerk of such Board, either manually or with their facsimile
signatures, and the corporate seal of the District or a facsimile
thereof to be affixed, impressed, imprinted, lithographed or
reproduced hereon, all as of the first day of
1985.
MONROE COUNTY MUNICIPAL SERVICE
DISTRICT
By
Chairman, Board of County Commis-
sioners of Monroe County, Florida,
governing body of Monroe County
Municipal Service District
(~EAL)
ATTESTED AND COUNTERSIGNED:
Clerk, Board of County
Commissioners of Monroe
County, Florida, governing
body of Monroe County
Municipal Service District
CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR
This bond is one of the bonds of the issue described in
the Resolution.
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As Bond Registrar
By
Authorized Signature
Date of Authentication
The following abbreviations, when used in the inscrip-
tion on the face of the within bond, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in
common
TEN ENT - as tenants by the
entireties
JT TEN - as joint tenants with
right of survivor-
ship and not as
tenants in common
UNIF GIF MIN ACT -
(Cust. )
Custodian for
(Minor)
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in
list above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers to
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
the within bond and does hereby irrevocably constitute and
appoint
as his agent to transfer the
bond on the books kept for registration thereof, with full power
of substitution in the premises.
Dated:
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Signature guaranteed:
(Bank, Trust Company or Firm)
(Authorized Officer)
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NOTICE: The signature to this
assignment must correspond with
the name of the registered owner
as it appears upon the face of
the within bond in every parti-
cular, without alteration or
enlargement or any change
whatever.
SECTION 14. APPLICATION OF BOND PROCEEDS. The
proceeds, including accrued interest and premium, if any,
received from the sale of any or all of the Bonds shall be
applied by the Issuer as follows:
A. The accrued interest shall be deposited in the
Sinking Fund herein created, and shall be used only for the pur-
pose of paying interest becoming due on the Bonds.
B. Payment of all legal, financial, engineering and
other costs relating to the issuance of the Bonds shall be made.
C. The balance shall be deposited into a trust fund
which is hereby created and established and designated as the
"Escrow Fund" pursuant to an Escrow Deposit Agreement (herein-
after called "Agreement"), a substantial form of which is
attached hereto as Exhibit A, between the Issuer and a banking
institution qualifying under Florida law as a depository for spe-
cial district funds, executeD and delivered on the date of
delivery of the Bonds. Such amount, together with the other
funds described in the Agreement, shall be invested in Federal
Securities, the principal of and interest on which shall be suf-
ficient and shall mature and be payable at such times as shall be
necessary to pay, when due, the principal of and interest on the
Refunded Bonds maturing in the years 1986 throuqh 1998, both
inclusive, and the principal of, redemption premium and interest
on the Refunded Bonds maturing in the year 1999 and thereafter,
called for redemption on their October 1, 1991, redemption date.
Such funds shall be held by the escrow holder under the
Agreement and shall be withdrawn, used and applied by the escrow
holder solely for the purposes set forth herein and in the
Agreement.
At the time of execution of the Agreement, the Issuer
shall furnish to the escrow holder named therein appropriate
documentation to demonstrate that the amount being deposited and
the investments to be made will be sufficient for such purpose.
SECTION 15. SPECIAL OBLIGATIONS OF ISSUER. The Bonds
-19-
shall not be or constitute general obligations or indebtedness of
the Issuer as "bonds" within the meaning of the Constitution of
the State of Florida, but shall be payable solely from and
secured by a lien upon and a pledge of the Pledged Funds as
herein provided. No Holder or Holders of any Bonds issued
hereunder shall ever have the right to compel the exercise of the
ad valorem taxing power of the Issuer or taxation in any form of
any real or personal property therein to pay such Bonds or the
interest thereon, or to make any other payments required by this
Instrument.
A. PLEDGE OF PLEDGED FUNDS. The payment of the prin-
cipal of and interest on the Bonds shall be secured forthwith,
equally and ratably, by an irrevocable lien on the Pledged Funds,
prior and superior to all other liens or encumbrances on such
Pledged Funds, and the Issuer does hereby irrevocably pledge such
Pledged Funds to the payment of the principal of and interest on
the Bonds, for the reserves therefor and for all other required
payments.
SECTION 16. COVENANTS OF THE ISSUER. For as long as
any of the principal of and interest on any of the Bonds shall be
outstanding and unpaid or until there shall have been set apart
in the Sinking Fund, herein created and established, including
the Reserve Account therein, and in the Bond Amortization Fund,
herein created and established, a sum sufficient to pay when due
the entire principal of the Bonds remaining unpaid, together with
interest accrued and to accrue thereon, the Issuer covenants with
the Holders of any and all Bonds as follows:
A. REVENUE FUND. The entire Pledged Revenues shall
upon receipt thereof be deposited in the "Revenue Fund"
(he~einafter called "Revenue Fund"), hereby created and
established. Such Revenue Fund shall constitute a trust fund for
the purposes herein provided, and shall be kept separate and
distinct from all other funds of the Issuer and used only for the
purposes and in the manner herein provided.
-20-
B. DISPOSITION OF PLEDGED FUNDS. All Pledged Funds at
any time remaining on deposit in the Revenue Fund shall be
disposed of annually in the following manner and in the following
order of priority:
(1) From the money in the Revenue Fund, the Issuer
shall first deposit into a separate fund which is hereby created
and designated "Refunding Improvement Bonds sinking Fund"
(hereinafter called "Sinking Fund"), such sums as will be suf-
ficient to meet the payments of principal of and interest on the
Bonds becoming due during the current Bond Year. All such
payments, as provided above, shall include an amount sufficient
to pay the fees and charges of the paying agents. Such payments
shall be adjusted to take into account the amount of money which
will be deposited in the Sinking Fund out of proceeds from the
sale of the Bonds to pay interest thereon.
(2) From the money on deposit in the Revenue Fund, the
Issuer shall next deposit into the "Bond Amortization Fund,"
herein created and established, on a parity with the payments
required in paragraph (1) above, if and to the extent required, a
sum sufficient to meet the amount of the Amortization
Installments for Term Bonds which shall become due and payable
during the current Bond Year.
Upon the sale of any series of Term Bonds, the Issuer
shall, by resolution, establish the amounts and maturities of
such Amortization Installments for each series, and if there
shall be more than one maturity of Term Bonds within a series,
the Amortization Installments for each maturity of the Term
Bonds.
Money on deposit in the Bond Amortization Fund shall be
used for the open market purchase or redemption, at the earliest
practicable date, of Term Bonds.
(3) Money remaining in the Revenue Fund shall next be
applied by the Issuer for the establishment and maintenance of a
Reserve Account in the Sinking Fund, which Reserve Account is
-21-
hereby created and established, in a sum at least equal to and
sufficient to pay the Maximum Bond Service Requirement on the
Bonds. If, at any time, there shall be on deposit in the Reserve
Account less than such Maximum Bond Service Requirement then, to
the extent necessary to maintain the Reserve Account, there shall
be deposited therein in each Bond Year, after providing for the
payments required in (1) and (2) above, from the money remaining
in the Revenue Fund, an amount equal to 33 1/3% of the difference
between the Maximum Bond Service Requirement and the amount
currently on deposit in the Reserve Account immediately after the
most recent withdrawal therefrom. No further payments shall be
required to be made into such Reserve Account as long as there
shall remain on deposit therein a sum equal to the Maximum Bond
Service Requirement.
Money in the Reserve Account shall be used only for the
purpose of the payment of maturing principal of or interest on
the Bonds, or maturing Amortization Installments, if any, when
the other money in the Sinking Fund is insufficient therefor, and
for no other purpose.
(4) Upon the issuance of any Additional Parity
Obligations under the terms, limitations and conditions as are
herein, provided, the payments into the Sinking Fund (including
the Reserve Account therein) and, if Term Bonds are issued, into
the Bond Amortization Fund, shall be increased in such amounts as
shall be necessary to make the payments for the principal of,
interest on and reserves for such Additional Parity Obligations
and, if Term Bonds are issued, the Amortization Installments, on
the same basis as hereinabove provided with respect to the Bonds
initially issued under this Instrument.
The Issuer shall not be required to make any further
payments into the Sinking Fund (including the Reserve Account
therein) and the Bond Amortization Fund when the aggregate amount
of money in both the Sinking Fund (including the Reserve Account
therein) and the Bond Amortization Fund are at least equal to the
-22-
, :'
Bond Service Requirement, plus the amount of redemption premiums,
if any, then due and thereafter to become due on the Bonds then
outstanding by operation of the Bond Amortization Fund.
(5) Revenues shall next be used for deposit into a fund
to be known as the "Operation and Maintenance Fund," which is
hereby created and established, such sums as are necessary for
the Cost of the Operation and Maintenance for the current Fiscal
Year in accordance with the budget to be adopted as hereinafter
provided.
(6) The Issuer shall next apply money in the Revenue
Fund to the payment of current debt service and reserve require-
ments of any obligations of the Issuer issued to finance the cost
of additions, extensions and improvements to the Facilities, which
are junior and subordinate to the lien of the Holders of the
Bonds and Additional Parity Obligations on the Pledged Funds.
(7) The Issuer shall next apply and deposit the money
in the Revenue Fund into a special fund to be known as the
"Renewal and Replacement Fund," which fund is hereby created and
established. The Issuer shall deposit into such Renewal and
Replacement Fund, in each year for the next 10 years, the amount
of $500,000, and thereafter such amount as shall be recommended
by the Consulting Engineers and approved by the Board. The money
in the Renewal and Replacement Fund shall be used only for the
purposes of paying the cost of extensions, enlargements or addi-
tions to, or the replacement of depreciable capital assets of,
the Facilities and emergency repairs thereto, and to provide an
adequate reserve for depreciation of all depreciable capital
assets except such assets being acquired under lease-purchase
financing. Such money on deposit therein shall also be used to
implement the Reserve Account, if necessary, in order to prevent
a default in the payment of the principal, Amortization
Installments and interest on the Bonds. The money on deposit in
such fund shall be withdrawn only upon the authorization of the
Board.
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(8) The balance of any money remaining in the Revenue
Fund after the above required payments have been made on a cumu-
lative basis, shall be used by the Issuer for any lawful purpose
under the Act.
(9) The Revenue Fund, the Sinking Fund, the Bond
Amortization Fund, the Reserve Account, the Operation and
Maintenance Fund, the Renewal and Replacement Fund and any other
special funds herein established and created shall constitute
trust funds for the purposes provided herein for such funds. All
such funds shall be continuously secured in the same manner as
special district deposits are required to be secured by the laws
of the State of Florida.
The designation and establishment of the various funds
and accounts in and by this Instrument shall not be construed to
require the establishment of any completely independent, self-
balancing funds as such term is commonly defined and used in
governmental accounting, but rather is intended solely to consti-
tute an earmarking of certain revenues and assets of the Issuer
for certain purposes and to establish certain priorities for
application of such revenues and assets as herein provided.
Money on deposit in the Revenue Fund, Sinking Fund
(except the Reserve Account therein), the Bond Amortization Fund
and the Operation and Maintenance Fund may be invested and rein-
vested in the manner provided by law for the investment of spe-
cfal district funds; provided, such investments either mature or
are redeemable, at the option of the Issuer, not later than the
date on which the money on deposit therein will be needed for the
purposes of such funds. The money in the Renewal and Replacement
Fund may be invested and reinvested in the manner provided by law
for the investment of special district funds; provided, such
investments mature or are redeemable, at the option of the Issuer,
not later than 5 years from their dates. The money in the
Reserve Account may be invested and reinvested in the manner pro-
vided by law for the investment of special district funds;
-24-
provided, such investments mature or are redeemable, at the option
of the Issuer, prior to the last maturity of the Bonds. All
income on such investments shall be deposited into the Revenue
Fund.
C. OPERATION AND MAINTENANCE. The Issuer will maintain
the Facilities and all parts thereof in good condition and will
operate the same in an efficient and economical manner making
such expenditures for equipment and for renewals, repairs and
replacements as may be proper for the economical operation and
maintenance thereof.
D. ANNUAL BUDGET. The Issuer shall annually prepare
and adopt within the time limits provided by law for the adoption
of county budgets, a detailed budget of the estimated expen-
ditures for operation and maintenance of the Facilities during
such next succeeding Fiscal Year. No expenditure for the opera-
tion and maintenance of the Facilities shall be made in any Fiscal
Year in excess of the amount provided therefor in such budget
without a finding and recommendation by the duly authorized
officer in charge thereof, or shall be made until the Board shall
have approved such finding and recommendation. No such increased
expenditures in excess of 10% of the amount provided therefor in
such budget shall in any event be made except upon the further
certification of the Consulting Engineer that such increased
expenditures are necessary and essential to the continuance in
operation of the Facilities. The Issuer shall mail copies of
such annual budgets and all ordinances and resolutions
authorizing increased expenditures for operation and maintenance
to any Holder of Bonds who shall file his address with the Issuer
and request in writing that copies of all such budgets and ordi-
nances and resolutions be furnished him, and shall make available
such budgets and all ordinances and resolutions authorizing
increased expenditures for operation and maintenance of the
Facilities at all reasonable times to any Holder or Holders of
Bonds or to anyone acting for and on behalf of such Holder or
-25-
Holders.
E. ASSESSMENT ORDINANCES. The Issuer shall annually
enact an assessment ordinance as required by the Act, and thereby
will determine, fix, levy and collect such Assessments which,
together with the other Pledged Funds, will always provide reve-
nues in each year sufficient to pay 100% of the Maximum Bond
Service Requirement on the Bonds and on all outstanding
Additional Parity Obligations, plus 100% of all reserve or other
payments, including the Cost of Operation and Maintenance and
deposits for renewals and replacements of the Facilities. Such
Assessments shall not be reduced so as to be insufficient to pro-
vide revenues for such purposes: provided, however, that the
Assessments shall be levied against the benefited property in
proportion to the special and positive benefits to be received
from the Facilities, as determined by the Board, and the fur-
nishing of solid waste disposal services to the residents of the
Issuer, and shall never exceed in the aggregate the amount by
which such property is determined to be benefited.
F. BOOKS AND RECORDS. The Issuer shall also keep books
and records of the Pledged Funds which shall be kept separate and
apart from all other books, records and accounts of the Issuer,
and all records, accounts and data of the Issuer relating
thereto shall be available for inspection as required by law.
G. ANNUAL AUDIT. The Issuer shall also, at least once
a year, within 180 days after the close of its Fiscal Year, cause
the books, records and accounts relating to the Pledged Funds to
be properly audited by a recognized independent firm of certified
public accountants, and shall make generally available the report
of such audits to any Holder or Holders of Bonds. Such audits
shall contain the balance sheet, a schedule of insurance in
existence, a schedule of the collection and application of all
Pledged Funds, a schedule of reserves and investments, and a cer-
tificate by the auditors stating no breach on the part of the
Issuer of any covenant herein has been disclosed by reason of the
-26-
audit. The auditors selected shall be changed at any time by a
written request signed by a majority of the Holders of the Bonds
or their duly authorized representatives. A copy of such annual
audit shall regularly be furnished to any Holder of Bonds who
shall have requested in writing that a copy of such reports be
furnished him.
H. NO MORTGAGE OR SALE OF THE FACILITIES. The Issuer
will not sell, lease, mortgage, pledge or otherwise encumber the
Facilities, or any substantial part thereof, except as herein
provided.
The foregoing provision notwithstanding, the Issuer
shall have and hereby reserves the right to sell, lease or other-
wise dispose of any of the property comprising a part of the
Facilities which the Issuer shall hereafter determine, in the
manner provided herein, to be no longer necessary, useful or pro-
fitable in the operation of the Facilities. Prior to any such
sale, lease or other disposition of such property, if the amount
to be received therefor is not in excess of $50,000, the duly
authorized officer in charge thereof shall make a finding in
writing determining that such property comprising a part of the
Facilities is no longer necessary, useful or profitable in the
operation thereof.
If the amount to be received from such sale, lease or
other disposition of the property shall be in excess of $50,000
but not in excess of $100,000, such officer shall first make a
finding in writing determining that such property comprising a
part of the Facilities is no longer necessary, useful or profi-
table in the operation thereof, and the Board shall, by resolu-
tion duly adopted, approve and concur in the finding of such
officer, and authorize such sale, lease or other disposition of
the property.
If the amount to be received from such sale, lease or
other disposition of the property shall be in excess of $100,000
but not in excess of 10% of the value of fixed assets of the
-27-
:
Facilities according to the most recent annual audit report, such
officer shall first make a finding in writing determining that
such property comprising a part of the Facilities is no longer
necessary, useful or profitable in the operation thereof, and the
Consulting Engineers shall make a finding that it is in the best
interest of the Facilities that such property be disposed of, and
the Board shall by resolution, duly adopted, approve and concur
in the findings of such officer and of the Consulting Engineers,
and shall authorize such sale, lease or other disposition of the
property.
No sale or other disposition of the property for a sum
in excess of 10% of the value of the fixed assets of the
Facilities according to the most recent annual audit and
operating report shall be made unless the officer in charge of
the Facilities and the Consulting Engineers shall make in writing
the finding hereinabove referred to, and they shall further find
that the estimated Assessments to be levied by the Issuer for the
furnishing of the services of the Facilities and for the payment
of the Bond Service Requirement on the Bonds in the 5 Fiscal
Years immediately succeeding the sale or other disposition of
such property will be not less than the amount required pursuant
to Subsection E of this Section, and the Board shall by
resolution, duly adopted, approve and concur in the finding of
the officer and the Consulting Engineers, and shall authorize
such sale or other disposition of the property.
Anything in this Subsection H to the contrary notwith-
standing, nothing herein shall restrict the Board from
authorizing the sale or other disposition of any of the property
comprisin~ a part of the Facilities,. if the attorney for the
Issuer shall render an opinion stating that the obligation of the
Issuer to levy and collect the Assessments will not be materially
adversely affected by reason of such sale or disposition.
The proceeds derived from any such sale or other dispo-
sition of property shall be placed in the Renewal and Replacement
-28-
Fund or used for the retirement of outstanding Bonds, in such
proportions to be determined by the Board upon the recommen-
dations of the officer in charge of the Facilities.
I. INSURANCE. The Issuer will carry adequate fire and
windstorm insurance on all buildings and structures of the
Facilities which are subject to loss through fire or windstorm,
will carry adequate public liability insurance, and will other-
wise carry insurance of all kinds and in the amounts normally
carried in the operation of similar facilities and properties in
Florida, except public liability insurance for which the Issuer
may be a self-insurer in accordance with the laws of the State of
Florida. Any such insurance shall be carried for the benefit of
the Holders of the Bonds. All money received for losses under
any of such insurance, except public liability, is hereby pledged
by the Issuer as security for the Bonds, until and unless such
proceeds are used to remedy the loss or damage for which such
proceeds are received, either by repairing the property damaged
or replacing the property destroyed as soon as practicable.
J. ENFORCEMENT OF COLLECTIONS. The Issuer will dili-
gently receive, enforce and collect the Pledged Funds~ will take
all steps, actions and proceedings for the enforcement and col-
lection of the Assessments as shall become delinquent to the full
extent permitted or authorized by law~ and will maintain accurate
records with respect thereof. All Pledged Funds shall, as
collected, be held in trust to be applied as herein provided and
not otherwise.
K. DELINQUENT ASSESSMENTS. If the owner of any lot or
parcel of land assessed shall be delinquent in the payment of any
Assessment for a period of 90 days, then the Board shall record
at the office of the Clerk of the Board, a notice of lien for
such unpaid Assessment, and if such unpaid Assessment is not paid
within 270 days of the due date, the Board shall declare the
entire unpaid balance of such Assessment to be in default and, at
its own expense, shall cause such delinquent property to be
-29-
foreclosed in the same manner now or hereafter provided by law
for the foreclosure of mortgages on real estate, or otherwise as
provided by law. If such foreclosure be not promptly filed and
prosecuted, then any Bondholder may file and prosecute such
foreclosure action in the name of the Issuer for the benefit of
the Holders of all outstanding or unpaid Bonds and interest
thereon. All money realized thereby shall be deposited in the
Revenue Fund and distributed as above provided. The Issuer
further covenants, at its expense, to furnish to any Bondholder
requesting the same, 60 days after the due date of each annual
installment, a list of all delinquent installments, together with
an annual audit of the Revenue Fund by a certified public
accountant.
L. FORECLOSURE OF ASSESSMENT LIENS. If any property
shall be offered for sale for the nonpayment of any Assessment,
and no person or persons shall purchase the same for an amount
equal to the full amount due on the Assessment (principal,
interest and costs), the property shall then be purchased in the
name of the Issuer for an amount equal to the balance due on the
Assessment (principal, interest and costs), and the Issuer shall
receive in its corporate name the title to the property for the
benefit of the holders of the Bonds. The Issuer shall have the
power and shall lease or sell such property, and deposit all of
the net proceeds of any such lease or sale into the Revenue Fund.
Not less than lO days prior to the filing of any foreclosure action
as herein provided, the Issuer shall cause written notice thereof
to be mailed to any designated agents of the Holders of the Bonds.
Not less than 30 days prior to the proposed sale of any lot or
tract of land acquired by foreclosure by the Issuer, it shall give
written notice thereof to such representatives. The Issuer
agrees that it shall be required to take the measures provided by
law for sale of property acquired by it as trustee for the Bond-
holders within 30 days after the receipt of the request therefor
signed by the Holders of not less than 15% of the aggregate prin-
-30-
cipal amount of the outstanding Bonds.
M. REMEDIES. Any Holder of Bonds, or any trustee
acting for the Holders of such Bonds, may either at law or in
equity, by suit, action, mandamus or other proceedings in any
court of competent jurisdiction, protect and enforce any and all
rights, including the right to the appointment of a receiver,
existing under the laws of the State of Florida, or granted and
contained herein, and may enforce and compel the performance of
all duties required herein or by any applicable statutes to be
performed by the Issuer or by any officer thereof.
N. CONSULTING ENGINEERS. The Issuer will annually
retain an independent Consulting Engineer or engineering firm
having a favorable reputation for skill and experience for the
design, construction and operation of facilities of comparable
size and character as the Facilities, for the purpose of pro-
viding the Issuer competent engineering counsel affecting the
economical and efficient operation of the Facilities and in con-
nection with the making of capital improvements and renewals and
replacements of the Facilities. The Issuer may, however, employ
additional engineers at any time with relation to specific engi-
neering and operation problems arising in connection with the
System.
The Issuer shall, at least every 2 years, cause to be
prepared by the Consulting Engineers, a report or survey with
respect to the management of the Facilities, the sufficiency of
the Assessments for services of the Facilities, the proper main-
tenance of the properties of the Facilities and the necessity for
capital improvements and recommendations therefor. To the extent
within the competence of the Consulting Engineers, such a report
or survey shall also show any failure of the Issuer to perform or
comply with the covenants herein contained. In making such
report or survey, the Consulting Engineers shall accept official
statements of the independent certified public accountants.
Copies of each report or survey shall be placed on file with the
-31-
Issuer and shall be open to the inspection of any Holder of Bonds
or other interested parties.
O. NO COMPETING FACILITIES.
Except as may be provided
in the Act, the Issuer will not grant, renew or cause, consent
to, or allow the granting, renewal, extension or expansion of any
franchise or permit to any person, firm, corporation or body, or
agency or instrumentality whatsoever, for the furnishing of ser-
vices similar to those of the Facilities to or within the boun-
daries of the Issuer (excluding the boundaries of the City of Key
West).
P. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not
issue any other obligations, except under the conditions and in
the manner provided herein, payable from the Pledged Funds nor
voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or other charge having priority to or
being on a parity with the lien of the Bonds and the interest
thereon, upon the Pledged Funds. Any other obligations issued by
the Issuer in addition to the Bonds herein authorized or Addi-
tional Parity Obligations provided for in Subsection Q below,
payable from the Pledged Funds, shall contain an express state-
ment that such obligations are junior and subordinate in all
respects to the Bonds, herein authorized, as to lien on and
source and security for payment from such Pledged Funds.
Q. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS.
Additional Parity Obligations, payable on a parity from the
Pledged Funds with the Bonds, herein authorized, may be issued
after the issuance of any Bonds, herein authorized, for the
construction and acquisition of additions, extensions and impro-
vements to the Facilities, and upon the conditions and in the
manner herein provided:
(a) There shall have been obtained and filed with the
Issuer a certificate of an independent certified public accountant
of suitable experience and responsibility: (i) stating that the
books and records of the Issuer relating to the collection and
-32-
receipt of Pledged Funds have been audited by him for the Fiscal
Year immediately preceding the date of sale of the proposed obli-
gations; (ii) setting forth the amount of Net Pledged Funds
received by the Issuer for the audited period referred to in (i)
above, with respect to which such certificate is made; (iii)
stating that the Net Pledged Funds, computed pursuant to (ii)
above, is equal to at least 1.20 times the Maximum Bond Service
Requirement on all Bonds, and all Additional Parity Obligations,
if any, then outstanding and on the Additional Parity Obligations
with respect to which such certificate is made.
(b) If desirable, in making the calculation pursuant to
paragraph (a) above, the Net Pledged Funds for such Fiscal Year
may be adjusted, upon the recommendation of the Consulting
Engineers, to reflect for such Fiscal Year and the period from
the end of such Fiscal Year to the date of sale of the proposed
obligations, changes made in the rates or other charges of the
Assessments during such Fiscal Year and the period from the end
of such Fiscal Year to the date of sale of the proposed
obligations, as if such changes were in effect for the entire
Fiscal Year.
(c) Each resolution authorizing the issuance of Addi-
tional Parity Obligations will recite that all of the covenants
herein contained will be applicable to such Additional Parity
Obligations.
(d) The Issuer shall not be in default in performing
any of the covenants and obligations assumed hereunder, and all
payments herein required to have been made into the accounts and
funds, as provided hereunder, shall have been made to the full
extent required.
R. MANAGER OF FACILITIES. The Issuer in operating the
Facilities will employ a manager of demonstrated ability.
S. USE OF FACILITIES. The Issuer will, to the full
extent permitted by law, require persons within the limits of the
Issuer who can use the services of the Facilities to utilize such
-33-
services immediately upon availability and to cease the use of
all other means and methods similar to the services furnished by
the Facilities.
T. APPLICATION OF REFUNDED BONDS FUNDS AND ACCOUNTS.
Except as otherwise provided by this Instrument, all money in the
funds and accounts created by the Refunded Bonds Resolution,
except the Incinerator Construction Fund, may, in the discretion
of the Issuer, be transferred to and deposited in like funds and
accounts created by this Instrument or may be used by the Issuer,
in whole or in part, to effect the refunding of the Refunded
Bonds.
SECTION 17. SALE OF BONDS. The Bonds shall be issued
and sold at public or private sale at such price or prices con-
sistent with the provisions of the Act and the requirements of
this Instrument as the Issuer shall hereafter determine by
resolution.
SECTION 18. REDEMPTION OF REFUNDED BONDS. The Refunded
Bonds maturing after October 1, 1998, are hereby called for
redemption, as a whole, as of October 1, 1991, at a price of par
plus accrued interest to October 1, 1991, plus a premium equal to
2 1/2% of the principal amount of the Refunded Bonds to be so
redeemed. The Notice of Redemption of such Refunded Bonds shall
be in substantially the following form:
NOTICE OF REDEMPTION
MONROE COUNTY MUNICIPAL SERVICE DISTRICT
MONROE COUNTY, FLORIDA
IMPROVEMENT BONDS, SERIES 1980
DATED APRIL 1, 1981
NOTICE IS HEREBY GIVEN, for and on behalf of Monroe
County Municipal Service District, Monroe County, Florida, that
all of the outstanding Improvement Bonds, Series 1980, dated
April 1, 1981, which mature after October 1, 1998, in the aggre-
gate principal amount of $6,170,000, and are redeemable on
October 1, 1991, at the option of the District, at the redemption
price of the principal amount of each bond to be redeemed,
-34-
together with interest accrued thereon to the date fixed for
redemption, plus a premium equal to 2 1/2% of the principal
amount of such bonds to be redeemed, will be redeemed on October
1, 1991.
Payment of the redemption price, plus accrued interest,
of such bonds will be made on such October 1, 1991, redemption
date, at the office of Florida National Bank of Miami, Miami,
Florida, the paying agent for the bonds, upon surrender thereof.
The principal of and interest on the bonds maturing on such
redemption date will be paid in the usual manner. Interest on
such bonds being redeemed will cease to accrue from and after
such redemption date.
DATED this
day of
, 19
MONROE COUNTY MUNICIPAL SERVICE
DISTRICT
By
Chairman, Board of County
Commissioners of Monroe County,
Florida, governing body of
Monroe County Municipal
Service District
The escrow holder under the Agreement is hereby instructed and
directed at least 30 days prior to such redemption date to
publish at least once in the name of the Issuer, such Notice of
Redemption in a financial journal published in the Borough of
Manhattan, City and State of New York; to file such Notice of
Redemption with the paying agent for the Refunded Bonds; and to
mail such Notice of Redemption, postage prepaid, to all regis-
tered owners of Refunded Bonds to be redeemed, at their addresses
as they appear on the registration books. If the ownership of
all the Refunded Bonds to be redeemed can be determined as of the
proposed date of publication of such Notice of Redemption, and
the holders of all the Refunded Bonds to be redeemed waive publi-
cation of such Notice of Redemption, the escrow holder shall not
publish such Notice of Redemption.
The provisions of this section shall not take effect
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. '
until the Bonds have been issued pursuant to this Instrument.
SECTION 19. MODIFICATION OR AMENDMENT. No material
modification or amendment of this Instrument adversely affecting
the security for any of the Bonds, or of any ordinance or resolu-
tion amendatory hereof or supplemental hereto, may be made without
the consent in writing of the Holders of 51% or more in aggregate
principal amount of the Bonds then outstanding or the Holders of
all the Bonds to be affected by such modification or amendment;
provided, however, that no modification or amendment shall permit
a change in the maturity of such Bonds or a reduction in the rate
of interest thereon or in the amount of the principal obligation,
or affect the unconditional promise of the Issuer to pay the
principal of and interest on the Bonds as the same shall come due
from the Pledged-Funds, or reduce the percentage of the holders
of the Bonds required to consent to any material modification or
amendment hereof, without the consent in writing of the Holder or
Holders of all such Bonds.
SECTION 20. DEFEASANCE. If, at any time, the Issuer
shall have paid, or shall have made provision for payment of, the
principal, interest and redemption premiums, if any, with respect
to the Bonds, then, and in that event, the pledge of and lien on
the Pledged Funds in favor of the holders of the Bonds shall be
no longer in effect. For purposes of the preceding sentence,
deposit of sufficient cash and/or principal and interest on
Federal Securities or bank certificates of deposit full secured
as to principal and interest by Federal Securities, or municipal
bonds secured by direct obligations of, or obligations the prin-
cipal of and interest on which are unconditionally guaranteed by,
the United States of America (or deposit of any other securities
or investments which may be authorized by law from time to time
and sufficient under such law to effect such a defeasance) in
irrevocable trust with a banking institution or trust company,
for the sole benefit of the Bondholders, to make timely payment
of the principal, interest, and redemption premiums, if any, on
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the outstanding Bonds, shall be considered "provision for
payment." Nothing herein shall be deemed to require the Issuer
to call any of the outstanding Bonds for redemption prior to
maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in deter-
mining whether to exercise any such option for early redemption.
SECTION 2l. ARBITRAGE. No use will be made of the pro-
ceeds of the Bonds or the Pledged Funds which, if reasonably
expected on the date of issuance of the Bonds, would cause the
same to be "arbitrage bonds" within the meaning of the Internal
Revenue Code of 1954, as amended. The Issuer at all times while
the Bonds and interest thereon are outstanding will comply with
the requirements of Section l03(c) of the Internal Revenue Code
of 1954, as amended, and any valid and applicable rules and regu-
lations promulgated thereunder.
PASSED AND ADOPTED by the Board of County Commissioners
of Monroe County, Florida, at a regular meeting of said Board held
on the t, d;
day of December, A.D. 1985.
BOARD OF COUNTY CO}~ISSIONERS
OF MONROE COUNTY, FLORIDA
By ~~~
Mayor Pro Tem_
(Seal)
DANNY L. KOUIAGE, Clerk
Attest:
/2L /~_~ VI'!'
91er
APP. 'ED AS TO FOR~ /J
BY A LE 'Ai. S!lFFlCJC;~_1}
Attorney's Office :.........~ 7 a
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EXHIBIT A
ESCROW DEPOSIT AGREEMENT
THIS ESCROH DEPOSIT AGREEMENT, dated as of
1, 1983, is by and between MONROE COUNTY rmNICIPAL SERVICE
DISTRICT, Monroe County, Florida (the "Issuer"), and
, Florida, a
banking corporation organized under the laws of the State of
Florida, as Escrow Holder (the "Escrow Holder"):
BACKGROUND FACTS:
1. The Issuer has previously authorized and issued its
Improvement Bonds, Series 1980, dated April 1, 1981, hereinafter
defined as the "Refunded Bonds," as to which the current aggre-
gate Debt Service (as hereinafter defined) is set forth on
Schedule A.
2. The Issuer has determined to provide for payment of
the current total debt service of the Refunded Bonds, on and
prior to their redemption, by depositing with the Escrow Holder
cash and Federal Securities, the principal of and interest on
which will be at least equal to such sum.
3. In order to obtain the funds needed for such
purpose, the Issuer has authorized and is, concurrently with the
delivery of this Agreement, issuing certain Refunding Bonds more
fully described herein.
AGREEMENT:
In consideration of the mutual covenants and agreements
herein contained, the Issuer and the Escrow Holder agree as
follows:
Section 1. Definitions. As used herein, the following
terms mean:
(a) "Aggregate Debt Service" means, as of any date, the
sum of the Annual Debt Service then remaining unpaid with
respect to the Refunded Bonds.
(b) "Agreement" means this Escrow Deposit Agreement.
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(c) "Annual Debt Service" means, in any year, the prin-
cipal of, applicable redemption premium, and interest on the
Refunded Bonds coming due in such year as shown on Schedule A
attached hereto and hereby made a part hereof.
(d) "Call Date" means , the date on
which the outstanding Refunded Bonds, maturing on and after October
1, , have been called for redemption pursuant to the 1985
Resolution.
(e) "Escrow Fund" means the Escrow Fund, created and
established by the 1985 Resolution, and held by the Escrow Holder
pursuant to this Agreement, in which cash and investments will be
held for payment of the Refunded Bonds.
(f) "Escrow Holder" means
, Florida.
(g) "Escrow Requirement" means, as of any date of
calculation, the sum of an amount in cash and principal amount of
Federal Securities in the Escrow Fund which, together with the
interest due on the Federal Securities, will be sufficient to
pay, as the installments thereof become due, the Aggregate Debt
Service.
(h) "Expenses" means the expenses of the Issuer
resulting from the execution of this Agreement, including, but
not limited to, the fees and expenses of the Escrow Holder.
(i) "Federal Securities" means direct obligations of
the United States of America and/or obligations the principal of
and interest on which are fully guaranteed by the United States
of America, none of which permit redemption prior to maturity at
the option of the obligor.
(j) "Issuer" means Monroe County Municipal Service
District, Monroe County, Florida.
(k) "Refunded Bonds" means the outstanding Improvement
Bonds, Series 1980, dated April 1, 1981, of the Issuer.
(1) "Refunding Bonds" means the Refunding Improvement
Bonds, Series 1985, of the Issuer, authorized by the 1985
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Resolution, hereinafter defined.
(m) "1985 Resolution" means the resolution adopted by
the Board of County Commissioners of Monroe County, Florida, the
governing body of the Issuer, on 1985, as amended
and supplemented from time to time, authorizing the issuance of
the Refunding Bonds.
Section 2. Deposit of Funds. The Issuer hereby depo-
sits $ with the Escrow Holder in immediately
available funds, to be held in irrevocable escrow by the Escrow
Holder and applied solely as provided in this Agreement. The
Issuer represents that:
(a) Such funds are all derived from the net proceeds of
the Refunding Bonds [and the Sinking Fund and Bond Amortization
Fund for the Refunded Bonds].
(b) Such funds, when invested in the Federal Securities
set forth on Schedule B attached hereto, will be, together with
the principal amount of such Federal Securities and the interest
due thereon, at least equal to the Escrow Requirement as of the
date of such deposit.
Section 3. Use and Investment of Funds. The Escrow
Holder acknowledges receipt of the sum described in Section 2 and
agrees:
(a) to hold the funds in irrevocable escrow during the
term of this Agreement,
(b) to immediately invest $ of such funds by
the purchase of the Federal Securities set forth on Schedule B
attached hereto,
(c) to deposit the sum of $100.00 in cash in the Escrow
Account,
(d) to deposit, as received, all receipts of maturing
principal of the Federal Securities and all receipts of interest
and other income in the Escrow Fund.
Section 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On each interest payment date for
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the Refunded Bonds, the Escrow Holder shall pay to the paying
agent for the Refunded Bonds, from the cash on hand in the Escrow
Fund, a sum sufficient to pay that portion of the Annual Debt
Service coming due on such date as shown on Schedule A.
(b) Expenses. The Issuer shall pay the Expenses, as
they become due and payable, from legally available funds of the
Issuer.
(c) Surplus. Upon termination of this Agreement, the
Escrow Holder shall pay to the Issuer any remaining cash in the
Escrow Fund in excess of the Escrow Requirement.
(d) Lien on Funds. The holders of the Refunded Bonds
shall have an express first lien on the funds and Federal
Securities in the Escrow Fund until such funds and Federal
Securities are used and applied in this Agreement.
Section 5. Reinvestment.
(a) Except as provided in Section 3 and in this
Section, the Escrow Holder shall have no power or duty to invest
any funds held under this Agreement or to sell, transfer or
otherwise dispose of or make substitutions of the Federal
Securities held hereunder.
(b) At the request of the Issuer and upon compliance
with the conditions hereinafter stated, the Escrow Holder shall
sell, transfer, otherwise dispose of or request the redemption of
any of the Federal Securities acquired hereunder and shall either
purchase Refunded Bonds or substitute other Federal Securities
for such Federal Securities. The Issuer will not request the
Escrow Holder to exercise any of the powers described in the pre-
ceding sentence in any manner which, if such exercise had been
reasonably expected on the date of issuance of the Refunding
Bonds, would have caused such issue to be "arbitrage bonds"
within the meaning of Section l03(c) of the Internal Revenue Code
of 1954, as amended, and the regulations thereunder in effect on
the date of such request and applicable to obligations issued on
the issue date of the Refunding Bonds. The transactions may be
-4-
effected only if (i) an independent certified public account
shall certify that the cash and principal amount of Federal
Securities remaining on hand after the transactions are
completed, together with the interest due thereon, will be not
less than the Escrow Requirement, and (ii) the Escrow Holder
shall receive an unqualified opinion from a nationally recognized
bond counsel to the effect that the transactions, if they had
been reasonably expected on the issue date of the Refunding
bonds, would not have caused such Bonds to be "arbitrage bonds"
within the meaning of Section l03(c) of the Internal Revenue Code
of 1954, as amended, and the regulations thereunder in effect on
the date of the transactions and applicable to obligations issued
on such date.
Section 6. Redemption of Refunded Bonds. The Escrow
Holder agrees to perform the duties required of it by the 1985
Resolution in regard to the redemption of the Refunded Bonds.
Section 7. Indemnity. The Issuer hereby assumes liabi-
lity for, and hereby agrees (whether or not any of the transac-
tions contemplated hereby are consummated) to indemnify, protect,
save and keep harmless the Escrow Holder and its respective
successors, assigns, agents and servants, from and against any
and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements
(including legal fees and disbursements) of whatsoever kind and
nature which may be imposed on, incurred by, or asserted against
at any time, the Escrow Holder (whether or not also indemnified
against the same by the Issuer or any other person under any
other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Agreement, the
maintenance of the Escrow Fund, the acceptance of the funds and
securities deposited therein, the purchase of the Federal
Securities, the retention of the Federal Securities or the pro-
ceeds thereof and any payment, transfer or other application of
funds or securities by the Escrow Holder in accordance with the
-5-
provisions of this Agreement; provided, however, that the Issuer
shall not be required to indemnify the Escrow Holder against its
own negligence or misconduct. In no event shall the Issuer be
liable to any person by reason of the transactions contemplated
hereby other than to the Escrow Holder as set forth in this
Section. The indemnities contained in this section shall survive
the termination of this Agreement.
Section 8. Responsibilities of Escrow Holder. The
Escrow Holder and its respective successors, assigns, agents and
servants shall not be held to any personal liability whatsoever,
in tort, contract, or otherwise, in connection with the execution
and delivery of this Agreement, the maintenance of the Escrow
Fund, the acceptance of the funds deposited therein, the purchase
of the Federal Securities, the retention or other application of
money or securities by the Escrow Holder in accordance with the
provisions of this Agreement or by reason of any non-negligent
act, omission or error of the Escrow Holder made in good faith in
the conduct of its duties. The Escrow Holder shall, however, be
liable to the Issuer for its negligent or willful acts, omissions
or errors which violate or fail to comply with the terms of this
Agreement. The duties and obligations of the Escrow Holder shall
be determined by the express provisions of this Agreement. The
Escrow Holder may consult with counsel, who mayor may not be
counsel to the Issuer, and in reliance upon the opinion of such
counsel shall have full and complete authorization and protection
in respect of any action taken, suffered or omitted by it in good
faith in accordance therewith. Whenever the Escrow Holder shall
deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action
under this Agreement, such matter may be deemed to be conclusi-
vely established by a certificate signed by an authorized officer
of the Issuer.
Section 9. Resignation of Escrow Holder. The Escrow
Holder may resign and thereby become discharged from the duties
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and obligations hereby created, by notice in writing given to the
Issuer and published once in a newspaper of general circulation
published in the territorial limits of the Issuer, and in a daily
newspaper of general circulation or a financial journal published
and/or of general circulation in the Borough of Manhattan, City
and State of New York, not less than 60 days before such resigna-
tion shall take effect. Such resignation shall take effect imme-
diately upon the appointment of a,new Escrow Holder hereunder, if
such new Escrow Holder shall be appointed before the time limited
by such notice and shall then accept the duties and obligations
thereof.
Section 10. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than 51% in aggregate principal amount of the
Refunded Bonds then outstanding, such instruments to be filed
with the Issuer, and notice in writing given by such holders to
the original purchaser or purchasers of the Refunding Bonds and
published once in a newspaper of general circulation published in
the territorial limits of the Issuer, and in a daily newspaper of
general circulation or a financial journal published and/or of
general circulation in the Borough of Manhattan, City and State
of New York, not less than 60 days before such removal is to take
effect as stated in such instrument or instruments. A pho-
tographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to
the Escrow Holder.
(b) The Escrow Holder may also be removed at any time
for any breach of trust or for acting or proceeding in violation
of, or for failing to act or proceed in accordance with, any pro-
visions of this Agreement with respect to the duties and obliga-
tions of the Escrow Holder, by any court of competent jurisdic-
tion upon the application of the Issuer or the holders of not
less than 5% in aggregate principal amount of the Refunded Bonds
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then outstanding.
Section 11. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall
resign, be removed, be dissolved or otherwise become incapable of
acting, or shall be taken over by any governmental official,
agency, department or board, the position of Escrow Holder shall
thereupon become vacant. If the position of Escrow Holder shall
become vacant for any of the foregoing reasons or for any other
reason, the Issuer shall, but only with the written approval of
the original purchaser of the Refunding Bonds, or the corporate
successor or successors of the original purchaser, which approval.
shall not be unreasonably withheld, appoint an Escrow Holder to
fill such vacancy. The Issuer shall publish notice of any such
appointment once in a newspaper of general circulation published
in the territorial limits of the Issuer and in a daily newspaper
of general circulation or a financial journal published and/or of
general circulation in the Borough of Manhattan, City and State
of New York, and, before the second publication of such notice,
shall mail a copy thereof to the original purchaser or purchasers
of the Refunding Bonds.
(b) At any time within one year after such vacancy
shall have occurred, the holders of 51% in aggregate principal
amount of the Refunded Bonds then outstanding, by an instrument
or concurrent instruments in writing, executed by such
bondholders and filed with the governing body of the Issuer, may
appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the Issuer. Photographic
copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow ijolder
so appointed by the bondholders.
(c) If no appointment of a successor Escrow Holder
shall be made pursuant to the foregoing provisions of this
section, the holder of any Refunded Bond then outstanding, or any
retiring Escrow Holder may apply to any court of competent
-8-
jurisdiction to appoint a successor Escrow Holder. Such court
may thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Escrow Holder.
Section 12. Term. This Agreement shall commence upon
its execution and delivery and shall terminate when the Refunded
Bonds and coupons applicable thereto have been paid and
discharged in accordance with the proceedings authorizing the
Refunded Bonds.
Section 13. Severability. If anyone or more of the
covenants or agreements provided in this Agreement on the part of
the Issuer or the Escrow Holder to be performed should be deter-
mined by a court of competent jurisdiction to be contrary to law,
such covenant or agreements herein contained shall in no way
affect the validity of the remaining provisions of this
Agreement.
Section 14. Counterparts. This Agreement may be exe-
cuted in several counterparts, all or any of which shall be
regarded for all purposes as duplicate originals and shall
constitute and be but one and the same instrument.
Section 15. Governing Law. This Agreement shall be
construed under the laws of the State of Florida.
EXECUTION:
The parties hereto have caused this Agreement to be exe-
cuted by their duly authorized officers and their corporate seals
to be hereunto affixed and attested as of the date first above
written.
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( Seal)
Attested and Countersigned:
Clerk, Board of County
Commissioners of Monroe
County, Florida, governing
body of Monroe County
Municipal Service District
(Corporate Seal)
Attest:
Authorized Officer
tlONROE COUNTY MUNICIPAL SERVICE
DISTRICT
By
Chairman, Board of County
Commissioners of Monroe County,
Florida, governing body of
Monroe County Municipal
Service District
Escrow Holder
By
Vice President and Trust Officer
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