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Resolution 360-1985 ," .. 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"). -1- 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- -2- 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 -3- 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 -4- 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. -5- 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. -6- 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. -7- 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 -8- 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- -9- 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- -10- 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 -11- 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. -12- 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 -13- 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: -1- 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 -2- 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 -3- 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 -4- 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 -5- 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 -6- (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. -7-