Resolution 360-1985
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RESOLUTION NO.
360-1985
A RESOLUTION AMENDING A RESOLUTION OF THE
BOARD OF COUNTY COMMISSIONERS OF MONROE
COUNTY, FLORIDA, ENTITLED:
"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."
DULY ADOPTED ON DECEMBER 6, 1985, BY MAKING
CERTAIN CHANGES NECESSARY FOR THE ISSUANCE
OF A MUNICIPAL BOND INSURANCE POLICY WITH
RESPECT TO THE BONDS; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This
resolution is adopted pursuant to the provisions of Chapter 125,
Florida Statutes, Chapter 8, Articles I, II and III, of the
Monroe County Code, and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, deter-
mined and declared that:
A. The Board of County Commissioners of Monroe County,
Florida (the "Board"), on December 6, 1985, duly adopted a reso-
lution entitled:
"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."
(the "Resolution").
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B. It is necessary and desirable to amend the
Resolution by making certain changes necessary for the issuance
0f a municipal bond insurance policy with respect to the bonds.
SECTION 3. AMENDMENTS TO RESOLUTION. The Resolution is
amended in the following manner.
A. Section 2 of the Resolution is hereby amended to
read as follows:
"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 importinq 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 Obligationsl 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. IAmortization 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 (1)
each such installment shall be deemed to be due on such interest
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; and with respect
to any Term Bonds of a series issued as Capital Appreciation
Bonds, shall mean the Compounded Amounts, provided that each such
installment shall be deemed to be due on such date of each appli-
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cable year as is fixed by subsequent resolution of the 8oard.
D. 'Assessments' shall mean special assessments levied
annually against residential property within the area of the
Issuer specially benefited by the Project and the furnishin4 of
solid waste collection services within the area of the Issuer,
including the interest on such special assessments.
E. IBoard' 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. IBond 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 and, if
applicable, Compounded Amounts of Serial Bonds of such series
maturing in such Bond Year.
(3) The ~nortization 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-
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
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Amortization Installment, if any, applicable to Term Bonds in
such year shall be deemed to mature in such year.
I. IBond Year' shall mean Fiscal Year.
~. 'Capital Appreciation Bondsl shall mean Bonds, the
interest on which (1) shall be compounded periodically, (2) shall
be payable at maturity or redemption prior to maturity and (3)
shall be determined by reference to the Compounded Amounts.
K. ICompounded Amounts' with respect to any Capital
Appreciation Bonds, shall mean the amounts set forth in a table
contained in the Capital Appreciation Bonds, representing the
principal of and interest accrued on such Capital Appreciation
Bonds.
L. IConsulting 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.
M. '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.
N. IFacilitiesl 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.
o. IFederal 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
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States of America, none of which permit redemption prior to
maturity at the option of the obligor.
P. 'Fiscal Year' shall mean the period commencing on
October 1 of each year and ending on the succeeding September 30.
Q. 'Holder of Bonds,' IBondholder' or 'Holder,' or any
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.
R. 'Instrumentl shall mean this resolution.
S. IIssuer' shall mean the Monroe County Municipal
Service District, Monroe County, Florida.
T. '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.
U. INet Pledged Fundsl shall mean the Pledged Funds, as
defined below, after deduction of the Cost of Operation and
Maintenance, defined above.
v. '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.
W. Iproject' 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.
X. IRecord Date' shall mean the 15th day of the month
immediately preceding an interest payment date for the Bonds.
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Y. 'Refunded Bonds' shall mean the outstanding
Improvement Bonds, Series 1980, dated April 1, 1981, of the
Issuer.
Z. 'Refunded Bonds Resolutionl shall mean Resolution
No. 215-1980 of the Board, as amended and supplemented,
authorizing the issuance of the Refunded Bonds.
AA. 'Serial Bonds' shall mean the Bonds of a series
which shall be stated to mature in annual installments.
BB. ITerm 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."
B. Section 5 of the Resolution is hereby amended to read
as follows:
"SECTION 5. AUTHORIZATION OF BONDS AND REFUNDING.
Subject and pursuant to the provisions hereof, obligations of the
Issuer to be known as 'Refunding Improvement Bonds, Series 1985,'
herein defined as the IBonds,I 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 advance refunding of the
Refunded Bonds."
C. Section 6 of the Resolution is hereby amended to
read as follows:
"SECTION 6. DESCRIPTION OF BONDS. The Bonds shall be
dated as of a date to be fixed 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.
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Such Bonds shall be issued in fully registered form;
shall be issued as current interest paying Bonds or as Capital
Appreciation Bonds; shall be payable with respect to principal
and Compounded Amounts 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, in
the case of current interest paying Bonds, by mail to the Holders
thereof at their addresses as they appear on the registration
books."
D. Subsection l6B of the Resolution is hereby amended
to read as follows:
"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:
(l) 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, Compounded Amounts 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 pro-
ceeds 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.
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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
hereby created and established, in a sum equal to and sufficient
to pay the Maxilnum Bond Service Requirement on the Bonds, which
sum shall initially be provided from the proceeds of the sale of
the Bonds. Any withdrawals from the Reserve Account shall be
restored from the first money available therefor. 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. An amount which, after
taking into account the amount currently on deposit in the
Reserve Account, shall cause the amount on deposit in the Reserve
Account to equal the Maximum Bond Service Requirment on the Bonds
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then outstanding and the Additional Parity Obligations, shall be
deposited into the Reserve Account from the proceeds of the
Additional Parity Obligations; provided, however, that such depo-
sit shall not exceed the Maximum Bond Service Requirement for the
Additional Parity Obligations.
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
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 lOperation 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,I 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-
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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.
(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-
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cial 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;
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."
E. Section 19 of the Resolution is hereby amended to
read as follows:
"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
and, if the Bonds are then covered by a municipal bond insurance
policy issued by Municipal Bond Insurance Association, White
Plains, New York ('MBlA1), and MBlA is not then in default under
such policy, the consent of MBIA; 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 uncon-
ditional 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
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hereof, without the consent in writing of the Holder or Holders
of all such Bonds."
F. The following new Section 22 is hereby added to the
Resolution.
"SECTION 22. TRUST AGREEMENT. The Issuer shall enter
into a custodial trust agreement with Florida National Bank,
Miami, Florida, in substantially the form attached hereto as
Exhibit A, prior to delivery of the Bonds."
G. The following new Section 23 is hereby added to the
Resolution:
"SECTION 23. NOTICES. A copy of all written notices
furnished to Bondholders in accordance with the provisions of
this resolution or the Agreement shall be sent to MBIA (if the
Bonds are then covered by a municipal bond insurance policy
issued by MBIA, and MBIA is not then in default under such
policy) by registered or certified mail addressed to: MBIA, 445
Hamilton Avenue, Box 788, ~'lhite Plains, NY 10602."
H. The custodial trust agreement described above is
attached hereto as Exhibit A.
I. The remaining sections of the Resolution are hereby
renumbered accordingly.
SECTION 4. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the provisions herein contained shall be held
contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held
invalid, then such provisions shall be null and void and shall be
deemed separable from the remaining provisions and shall in no
way affect the validity of any of the other provisions hereof.
SECTION 5. REPEALING CLAUSE. All resolutions or parts
thereof of the Board in conflict with the provisions herein con-
tained are, to the extent of such conflict, hereby superseded and
repealed.
SECTION 6. EFFECTIVE DATE. This resolution shall take
effect immediately upon its adoption.
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PASSED AND ADOPTED this 20th day of December, 1985.
(SEAL)
BOARD OF COUNTY Cm1MISSIONERS
OF MONROE COUNTY, FLORIDA
ATTEST:
Byl.')' · ~or' ~ .. - ~'j. +\~
wilhelmlna Harvey, Mayor (J
APPROVED AS TO LEGAL FORM & CONTENT
Off,iiJ of :~, County Att rney
By ~ (2. /
Attorney
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EXHIBIT A
TRUST AGREEMENT
THIS AGREEMENT, made and entered into this 30th day of
De~e ber, 1985, by and between Monroe County Municipal Service
District, Monroe County, Florida (hereinafter called "District"),
and Florida National Bank, Miami, Florida (hereinafter sometimes
called "Trustee")i
WIT N E SSE T H:
WHEREAS, the District has heretofore authorized the
issuance of not exceeding $10,000,000 Refunding Improvement
Bonds, Series 1985 (hereinafter called "Bonds"), by a resolution
duly adopted on December 6, 1985, as amended and supplemented
(hereinafter collectively called "Resolution")i and
WHEREAS, the District by the Resolution established a
Refunding and Improvement Bonds Sinking Fund (including a Reserve
Account therein), Bond Amortization Fund and Renewal and
Replacement Fundi provided for money to be paid into such Funds
and Accounti and set forth the purpose of such Funds and Account;
and
WHEREAS, the Board of County Commissioners of Monroe
County, Florida, the governing body of the District (hereinafter
called "Board"), desires that Florida National Bank, Miami,
Florida, serve as custodial trustee for the above Funds and
Account; and
WHEREAS, it is considered advisable and in the best
interest of the District and the holders of the Bonds that the
terms of the trust be set forth in writing; and
WHEREAS, the Trustee is willing to accept appointment as
custodial trustee for the above Funds and Account, and the execu-
tion of this agreement has been duly authorized by the Board and
by the Board of Directors of the Trustee;
NOW, THEREFORE, it is mutually covenanted and agreed by
and between the District and the Trustee as follows:
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Section 1. Defined Terms. That all defined terms in
the Resolution which appear in this agreement shall have the
meaning ascribed to them by the Resolution, unless the context
herein otherwise requires.
Section 2. Appointment of Trustee. That Florida
National Bank, Miami, Florida, is hereby appointed Trustee to do
and perform all acts required of the Trustee under the Resolution
and in accordance with the provisions of this agreement.
Section 3. Funds Held by Trustee. That the Refunding
and Improvement Bonds Sinking Fund (including a Reserve Account
therein), Bond Amortization Fund and Renewal and Replacement
Fund created by the Resolution are hereby established with and
shall be held by the Trustee.
Section 4. Disposition of Trust Funds. That there is
annexed hereto as composite Exhibit "A," and incorporated herein
by reference, a certified copy of the Resolution which bears
directly upon the duties of the Trustee and the manner of
handling such Funds and Account. The Pledged Funds shall be
deposited, held, invested and disbursed in accordance with
Section 16 of the Resolution. The District shall furnish the
Trustee instructions, from time to time, regarding the investment
of Pledged Funds.
Section 5. Inspection of Documents. That all original
documents received by the Trustee as required herein, and evi-
dence of payment, shall be retained in possession of the Trustee,
subject at all reasonable times to the inspection of the Board,
the holders of the Bonds and the agents and representatives
thereof.
Section 6. Acceptance of Trust. That the Trustee
accepts and agrees to execute the trust hereby created, but only
upon the terms set forth in this agreement to all of which the
parties hereto agree.
Section 7. Use of Agents or Attorneys by Trustee. That
the Trustee may execute any of the trusts or powers hereof and
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perform the duties required by it, by or through attorneys,
agents, or employees, and shall be entitled to advice of counsel
concerning all matters of trust hereof and its duty hereunder.
Section 8. Reliance by Trustee Upon Documents of
District. That the Trustee shall be protected and shall incur no
liability in acting or proceeding in good faith upon any
resolution, notice, telegram, request, consent, statement,
affidavit, certification, voucher, bond or other paper or docu-
ment which it shall in good faith believe to be genuine and to
have been passed or signed by the proper officers, agents or
employees of the District, or to have been prepared and furnished
pursuant to any of the 'provisions of this agreement: and the
Trustee shall be under no duty to make any investigation or
inquiry as to any statements contained or matters referred to in
any such instrument, but may accept and rely upon the same as
conclusive evidence of the truth and accuracy of such statement.
Section 9. Trustee may be Bondholder. That the Trustee
may in good faith, buy, sell, own, hold and deal in any of the
Bonds and may join in any action which any bondholder may be
entitled to take with like effect as if the Trustee were not a
party to this agreement. The Trustee may also engage in or be
interested in any financial or other transaction with the
District and may act upon, or as depositary, trustee, or agent
for, any committee or body of holders of the Bonds secured
hereby, or other obligations of the District as freely as if it
were not Trustee hereunder.
Section 10. Construction of Agreement by Trustee. That
the Trustee may construe any of the provisions of this agreement
insofar as the same may appear to be ambiguous or inconsistent
with any other provisions hereof, and any construction of any
such provisions thereof by the Trustee 1n good faith shall be
binding upon the parties hereto.
Section 11. Resignation of Trustee. That the Trustee
may resign and be discharged of the trust created by this
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agreement by executing an instrument in writing resigning such
trust, specifying the date when such resignation shall take
effect, and filing the same with the Clerk of the Board not less
than 60 days before the date specified in such instrument when
such resignation shall take effect. Such resignation shall take
effect on the day specified in such instrument unless a successor
trustee shall be previously appointed as hereinafter provided, in
which event such resignation shall take effect immediately on the
appointment of such successor trustee.
Section 12. Removal of Trustee. That any Trustee
hereunder may be removed at any time by an instrument in writing,
appointing a successor'to the Trustee so removed, filed with the
Trustee at least 60 days before the removal is to become effective,
signed by the proper officials of the District.
Section 13. Vacancy in Office of Trustee. That at any
time the Trustee, or any trustee hereinafter appointed, shall
resign, or shall be removed, or be dissolved, or if its property
or affairs shall be taken under the control of any state or
federal court or administrative body because of insolvency or
bankruptcy, or for any other reason a vacancy shall forthwith and
ipso facto exist in the office of trustee, a successor shall be
appointed by the Board.
Section 14. Appointment of Successor Trustee. That at
any time the Trustee shall resign and no appointment of a suc-
cessor trustee shall be made pursuant to the foregoing provisions
of this agreement prior to the date specified in the notice of
resignation as the date when such resignation shall take effect,
the retiring Trustee shall forthwith apply to a court of com-
petent jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notices, if any, as it may
deem proper, appoint a successor trustee.
Section 15. Transfer of Trust Estate to Successor
Trustee. That any successor trustee appointed hereunder shall
execute, acknowledge and deliver to the District an instrument
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accepting such appointment hereunder, and thereupon such suc-
cessor trustee, without any further act, deed or conveyance,
shall become fully vested with all the estate, property, rights,
powers, trusts, duties and obligations of its predecessors in the
trust hereunder, with like effect as if originally named trustee
herein. Upon request of such trustee, the trustee ceasing to act
and the District shall execute and deliver an instrument trans-
ferring to such successor trustee all the estates, properties,
rights, powers and trusts hereunder of the trustee so ceasing to
act; and the trustee so ceasing to act shall pay over to the suc-
cessor trustee all money at the time held by it hereunder.
Section 16. Consolidation or Merger of Trustee. That
any corporation into which any trustee may be merged or with
which it may be consolidated, or any corporation resulting from
any merger or consolidation to which any trustee hereunder shall
be a party, shall be the successor trustee under this agreement
without the execution or filing or any paper or further act on
the part of the parties hereto, anything herein to the contrary
notwithstanding.
Section 17. Payment of Expenses of Trustee. That the
District shall pay the Trustee its proper fees and expenses from
the Operation and Maintenance Fund.
Section 18. Modification or Amendment. That no
material modification or amendment of this agreement or of any
agreement 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 and, if the Bonds are then covered by a municipal bond
insurance policy issued by Municipal Bond Insurance Association,
White Plains, New York ("MBIA"), and MBIA is not then in default
under such policy, the consent of MBIA; provided, however, that
no modification or amendment shall reduce such percentages of
holders of such Bonds, required above, for such modifications or
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amendments, without the consent of the holders of all of such
Bonds.
Section 19. Agreement for Benefit of Bondholders. That
this agreement shall be deemed to have been and is made for the
benefit of the holders from time to time of the Bonds and shall
be enforceable by any of the holders thereof in the manner pro-
vided in the Resolution and the laws of Florida.
IN WITNESS WHEREOF, Monroe County Municipal Service
District, Monroe County, Florida, has caused its seal to be
hereunto affixed and attested by the Clerk of the Board and these
presents to be signed by the Mayor of the Board~ and Florida
National Bank, Miami, Florida, has caused its corporate seal to
be hereto affixed and attested by its Cashier, and these presents
to be signed by its Vice President and Trust Officer as of the
day and year first above written.
MONROE COUNTY MUNICIPAL SERVICE
DISTRICT
(District Seal)
By
'Mayor, Board of County
Commissioners, Monroe County,
Florida
Attest:
Clerk, Board of County
Commissioners, Monroe
County, Florida
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(Corporate Seal)
Attest:
Cashier
FLORIDA NATIONAL BANK
Trustee
By
Vice President and Trust
Officer
ST ATE OF FLORIDA)
COUNTY OF MONROE}
Thio.; Copy is a True Copy of the
OriGinal Cll Fil"" in this Office, Witness
my Jhanc!..,a..n~LOffidal sea~ .A
,~, L !ff2/W. ~)I
ThIs -------(rz;:--- day o.
A,D., lR11-------------
DANNY L, ltOLHAGE
Clerk '0
D,C.
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