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Resolution 054A-1967s A RESOLUTION NO. 54-1967 A RESOLUTION AUTHORIZING THE CONSTRUCTION AND ACQUISITION OF A BRIDGE ACROSS CARD SOUND IN MONROE COUNTY, FLORIDA; AUTHOR- IZING THE ISSUANCE OF NOT EXCEEDING $ 2 , 600 , 000 . BRIDGE REVENUE BONDS TO FINANCE THE COST OF SAID BRIDGE AND PROVIDING FOR ��- THE RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BRIDGE REVENUE BONDS. BE IT RESOLVED BY THE BOARD,OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: ARTICLE I STATUTORY AUTHORITY, FINDINGS AND DEFINITIONS Section 1.01. AUTHORITY FOR THIS RESOLUTION. This resolu- tion is adopted pursuant to the provisions of Chapter 159, Florida Statutes, and other applicable provisions of law. Section 1.02. FINDINGS. declared as follows: It is hereby found, determined and (A) That it is necessary and desirable and in the best interest'of the County of Monroe, Florida, and the inhabitants thereof, to construct and acquire a bridge across Card Sound in said County, from the operation of which the County will derive revenues. (B) That said revenues to be derived in each year hereafter from the operation of said bridge are not pledged or encumbered in any manner and it is deemed necessary to pledge such revenues to the pay- ment of the principal of and interest on the Bonds to be issued pur- suant to this resolution. (C) That the estimated cost of the construction and acquisi- tion of such bridge is $2,600,000. ; that the estimated average annual revenues to be derived from the operation of said bridge is $772,655.00 and the estimated average annual cost of maintaining, repairing and operating said bridge and of paying the principal and interest on the Bonds to be issued hereunder is $ 248,195.00 0 (D) That said revenues to. be derived in each year hereafter from the operation of said bridge will be at least sufficient to pay all costs of operating and maintaining said bridge in such year, the ,r- principal of and interest on the Bonds to be issued pursuant to this resolution maturing and becoming due in such year and all sinking fund, reserve and other payments provided to be made in such year by this resolution. (E) That the principal of and interest on the Bonds to be issued pursuant to this resolution and all sinking fund, reserve and other payments provided for in this resolution will be paid solely from the revenues derived by the County from the operation of said bridge herein authorized to be constructed and acquired and said Bonds to be issued pursuant to this resolution shall not constitute a lien upon said bridge herein authorized to be constructed and acquired, or any part thereof, or upon any other property of Monroe County, except' the revenues to be derived from the operation of said bridge herein authorized to be constructed and acquired. (F) That there is hereby authorized the construction and acquisition of a bridge across Card Sound in the North Key Largo area of Monroe County, Florida, at an estimated cost of Two Million six Hundred Thousand Dollars ($ 2,600,000.00 ), and other purposes necessary, appurtenant or incidental thereto, substantially in accordance with plans and specifications therefor heretofore pre- pared by Post, Buckley, Mooney & Schuh, Inc., Consulting Engineers, of Miami Springs, Florida. Such cost shall be deemed to include the cost of construction and acquisition of said bridge, including the acquisition of land or interest therein and any other property, real or personal, tangible or intangible, necessary or convenient therefor; interest upon the Bonds herein authorized prior to, during and for one year after the completion of such construction, engineering and legal expenses, expenses for financial or fiscal services, the cost of plans, specifications and surveys; the cost of estimates of con- struction costs and of revenues and other expenses necessary or incidental to determining the feasibility or practicability of the construction and acquisition and.the financing authorized hereby, -2- administrative expenses and such other expenses as may be necessary, convenient or in6idental to the financing authorized hereby, the con- struction and acquisition of said bridge and the placing of said bridge in operation. Section 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In con- 6ideration of the acceptance of the Bonds authorized to be issued here- under by those who shall hold the same from time to time, this resolu- tion shall be deemed to be and shall constitute a contract between the County of Monroe and such Bondholders, and the covenants and agreements herein set forth to be performed by said County shall be for the equal benefit, protection and security of the legal holders of any and all of such Bonds and the coupons attached thereto, all of which shall be of equal rank and without preference, priority.or distinction of any of the Bonds or coupons over any other thereof except as expressly pro vided therein and herein. Section 1.04. DEFINITIONS. The following terms shall have the following meanings in this resolution unless the text otherwise expressly requires: Florida. (A) "County" shall mean the County of Monroe, State of (B) "Act" shall mean Chapter 15% F°lori.da.Statutes, and other applicable provisions of law. (C) "Bonds" shall mean the $ 2 , 600 , 000.00 Bridge Revenue Bonds, originally authorized to be issued pursuant to this resolution, together with any pari passu additional bonds hereafter issued for the completion of said bridge, under the terms, conditions and limitations contained inthis resolution, and the interest coupons attached to said Bonds. (D). "Holder of Bonds" or "Bondholder", or any similar term, shall mean any person who shall be the bearer or owner of any out- standing Bond or Bonds registered to bearer or not registered, or the registered owner of any outstanding Bond or Bonds which shall at the - 3r M • time be registered other than to bearer, or of any coupon representing interest accrued or to accrue on said Bonds. (E) "Bridge" shall mean the bridge across Card Sound in the North Key Largo area of Monroe'County, Florida, constructed and acquired pursuant to this resolution, and all parts thereof, including all struc- tures and equipment connected therewith and the approaches thereto. (F) "Revenues" or "Gross Revenues" shall mean all tolls, charges or other income from any sources received by the County or accrued to the County, from the ownership and operation of said Bridge, and all parts thereof, all as calculated in accordance with sound accounting practice. (G) "Operating Expenses" shall mean the current expenses, paid or accrued, of operation, maintenance and repair of said Bridge and shall include, without limiting the generality of the foregoing, labor, materials, insurance premiums, administrative expenses relating solely to said Bridge, and charges for the accumulation of appropriate reserves not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with sound accounting practice. "Operating Expenses" shall not include any allowance for depreciation of said Bridge or for the renewal and replacement of capital assets of said Bridge. (H) "Net Revenues" shall mean the "Revenues", as defined in subsection (F°) above, after deduction therefrom of "Operating Expenses", as defined in subsection (G) above. (I) Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. ME ARTICLE II AUTHORIZATION, TERMS, EXECUTION, REGISTRATION AND ISSUANCE OF BONDS 2.ul. AUTHORIZATION OF BONDS. Subject and pursuant to the proTv i ,_;.Ior:s of t.hi.s resolution, Bonds of the County of Monroe, Florida, to he t:nc�wn as "Bridge Revenue Bonds" are hereby authorized to be issued in the aggregate principal amount of not exceeding Two Million Six Hundred Thousand Dollars ($2,600,000.00 ) for the purpose of financing the cost of the construction and acquisition of said Bridge as provided in Section 1.02 (F) of this .resolution. Section 2.02. DESCRIPTION OF BONDS. The Bonds shall be dated September 1., 1967; shall be numbered from 1 to 520 , both inclusive; shall be in the denomination of $5,000 each, shall bear interest at a rate or rates not to exceed five per centum (6%) per annum, payable semi-annually on March 1 and September 1 of each year, and shall all mature on September 1, 1997. All of said Bonds are subject to redemption in part on September 1, 1977, or on any interest payment date thereafter, by lot, from moneys in the Bond Redemption Account hereinafter created available for such purpose, at the price of par and accrued interest to the date of redemption, plus premiums expressed in percentages of the par value of such Bonds so called for prior redemption if redeemed in the following years: Four per centum (4%) in the years 1977 to 1979, both inclusive; Three and one-half per centum (3 1/2%) in the years 1980 to 1982, both inclusive; Three per centum (3%) in the years 1983 to 1985, both inclusive; Two and one-half per centum (2 1/2%) in the years 1986 to 1988, both inclusive; Two per centum (2%) in the years 1989 to 1992, both inclusive; One and one-half per centum (1 1/2%) in the years 1993 to 1995, both inclusive; One per centum (1%) in the years 1994 to 1997, both inclusive. -5- A notice of any such redemption shall be published by the County at least once not less than thirty (30) days prior to the redemption date in a newspaper or financial journal published in the City of New York, New York. Interest shall cease on any of the Bonds duly called for prior redemption provided payment thereof is duly made or provided for. Said Bonds shall, be issued in coupon form; shall be payable at such bank or banks or trust company or trust companies within or without the state as shall hereafter be determined by resolution, in lawful money of the United States of America, and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. Section 2.03. EXECUTION OF BONUS AND.COUPONS. Said Bonds shall be executed in the name of the County by the Chairman of the Board of County Commissioners and its corporate seal shall be affixed thereto or imprinted -or reproduced thereon, and attested by the Clerk of the Circuit Court, Ex Officio Clerk of the Board of County Commis- sioners of Monroe County, Florida. The facsimile signatures of said Chairman and Clerk may be imprinted or reproduced on said Bonds, and on the validation legend provided that at least one of said officers shall manually apply his signature on said Bonds. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the County before the Bonds so signed and sealed have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such.Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the County by such person as at the actual time of the execution of such Bond shall hold the proper office in the County, although at the date of such Bonds such person may not have held such office or may not have been so authorized. ME The coupons to be attached to the Bonds shall be authenti- cated with the facsimile signatures of the present or any future Chairman and Clerk, aforesaid, and the County may adopt and use for that purpose the facsimile signature of any person who shall have been such Chairman or Clerk at any time on or after the date of the Bonds, notwithstanding that he may have ceased to be such officer at the time when such Bonds shall be actually sold and delivered. Section 2.04. NEGOTIABILITY AND REGISTRATION. The Bonds shall be, and have all the qualities and incidents of, negotiable instruments under the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida, and each successive holder, in accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be and have all the qualities and incidents of negotiable in- struments under the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida, and each succes- sive holder shall further be conclusively deemed to have agreed that said Bonds shall be incontestable in the hands of a bona fide holder for value in the manner provided hereinafter in the form of said Bonds. The Bonds may be registered at the option of the holder as to principal only, or as to both principal and interest at the office of the Trustee hereinafter referred to in Section 3.04 (D) hereof, as Registrar, such registration to be noted on the back of said Bonds - in the space provided therefor. After such registration as to prin- cipal only, or both principal and interest, no transfer of the Bonds shall be valid unless made at said office by the registered owner, or by his duly authorized agent or representative and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall -7- not effect the negotiability of the couupons which shall continue to pass by delivery. Section 2.05. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bonds shall become mutilated or be destroyed, stolen or lost, the County may in its discretion issue and deliver -a -new Bond with all unmatured coupons attached of life tenor as the Bond and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond-, upon surrender and cancellation of such mutilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the Coixnty proof of his ownership thereof and satisfactory indemnity and complying with such ether reasonable ?regulations and conditions as the County may prescribe"and paying such expenses as the County may incur. All Bonds and coupons so surrendered shall be cancelled by .'--he Trustee and held for the account of.the County. If any such Bond or coupon shall have matured or be about to mature, instead of issuing a substituted Bond or coupon, the County may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost.,. stolen or destroyed, without surrender thereof. Any such. duplicate Bonds and coupons issued pursuant to this Section shall constitute original, additional contractual obligations can the part of the County, whether or not the lost, stolen or destroyed :Bonds or coupons be at any .time found by anyone_, and such duplicate Bonds or coupons shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment from the revenues of said Bridge with all other Bonds and coupons issued hereunder. Section 2.06. FORM OF BONDS AND COUPONS. The text of the Bonds and coupons shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted 'key this resolution, or any subsequent resolution adopted prior to the issuance thereof 11 t No. UNITED STATES OF AMERICA STATE OF FLORIDA. COUNT`' ' OF MONROE BRIDGE REVENUE BOND $5,000 KNOW ALL MEN By THESE PRESENTS, that the County of Monroe, State of Florida, for value received, hereby promises to pay to bearer, or if this Bond be registered, to the registered holder hereof, solely from the special fund provided therefor as hereinafter set forth, the principal sum of FM THOUSAND DOLLARS ($ 5 ,9 000.00 ) on September 15 19979 and to pay from such special fund interest on said principal sum from the date hereof until paid, semiannually on March 1 and September 1 of each year, at the rate of per centum ( %) per annum, both principal and interest being payable in lawful money of the United States of America at This Bond is one of an authorized issue of Bonds of like date, tenor and effect, except as to number (and interest rate) in the aggregate principal amount of not exceeding issued pursuant to and in full compliance with the Constitution and Statutes of the State of Florida, including Chapter 159, Florida Statutes, and a resolution duly adopted by the Board of County Com- missioners of said County on the day of 9 1967 (hereinafter referred to as "Resolution") for the purpose of finan- cing the cost of construction and acquisition of a bridge across Card Sound in the North Key Largo area of Monroe County, Florida (herein referred to'as "Bridge"). All of said Bonds are subject to redemption in part on September 1, 19779 or on any interest payment date thereafter, by lot, from moneys in the Bond Redemption Account created pursuant to. said resolution available for such purpose, at the price of par and accrued interest to the date of redemption, plus premiums expressed in percentages of thepay° value of such Bonds so, called for prior redemption if redeemed in the following years-. Four per centum (4%) in the years 1977 to 1979, both inclusive; Three and one-half per centum (3 1/2%) in the years 1980 to 1982, both inclusive; Three per centum (39b) in -the years 1983 to 1985, both inclusive; Two and one-half per centum (2 112%) in the years 1986 to 1988, both inclusive; Two per centum (2%) in the years 1989 to 1991, both inclusive; One and one-half per centum (1 1/2%) in the years 1992 to 1.994, both inclusive; One per centum (1%) in the years 1995 to 1997, both inclusive. Notice of intention to.redeem shall be given by publication of notice of such prior redemption at least once not less than thirty (30) days before the date fixed for redemption in a newspaper or financial journal published in the City of New York, New York. In- terest shall cease on any of the Bonds duly called for prior redemp- tion provided payment thereof is duly made or provided for. The principal of and interest on this Bond and all other Bonds of the issue of which it is a part are payable solely from and secured by a first lien on and pledge of the net revenues derived from the operation of the Bridge in the manner provided in the resolu- tion authorizing the issuance of this Bond and all other Bonds of the issue of which it is a part, This Bond does not constitute an indebtedness of the County of Monroe, or any political subdivision of said County, within the meaning of any constitutional, statutory or charter 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 -10- the exercise of the taxing power of said County, or any political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any sinking fund, reserve or other pay- ments provided for in the resolution authorizing this issue of Bonds. It is further agreed between the County of Monroe and the holder of this Bond that this Bond and the obligation evidenced thereby shall not be or constitute a charge, lien or encumbrance, legal or equitable, won said Bridge, or any part thereof, or on any other property of or in the County of Monroe, but shall constitute a lien only on the net revenues derived from the operation of said Bridge in the manner pro- vided in said resolutions The County in said resolution has covenanted and agreed witr.the holders of the Bonds of this issue to establish, maintain and collect such tolls or other charges for the use of said Bridge, and all parts thereof, and to revise the same from time to time whenever necessary, as will. always provide revenues sufficient to pay in each year, as the same shall become due, one hundred twenty- five per centum (125%) of the interest becoming due on such Bonds in such year and of the annual installment of principal required to amortize the principal of said Bonds at the maturity thereof in anzc,ordance with standard tables of bond amortization, plus one hundred per centum (100%) of, the cost of the operation and maintenance of such Bridge in such year and of the amount required to be deposited in the Reserve Account and Renewal and Replacement Fund in such year, and that such tolls or other charges shall not 'be reduced so as to be insufficient to provide revenues adequate for such purposes, and said County has entered into certain further covenants with the holders of the Bonds of this issue for the terms of which reference is made to said resolution. It is hereby certified and recited that all acts, con- ditions and things required to exist, to happen and be performed precedent to and in the issuance of this Bond, exist, have happened -11- and have been performed in regular and due form and time as required by the Constitution and Statutes of the State cf Florida, and that the issuance of this Bond, and of the issue of Bonds of which this Bond is one, does not violate any constitutional, statutory or charter limitation or provision. This Bond, and the coupons appertaining hereto, is, and has all qualities and incidents of a negotiable instrument under the law merchant and the Uniform Commercial Code -Investment Securities Law of the State of Florida, and the original holder and each successive holder of this Bond, or of the coupons appertaining hereto, shall be conclusively deemed by his acceptance hereof to have agreed that this ,Bond and the coupons appertaining hereto shall be and have all the qualities and incidents of negotiable instruments under the law mer- chant and the Uniform Commercial Code -Investment Securities Law of the State of Florida. The original holder and each successive holder of this Bond, and of the coupons appertaining hereto, shall be con- clusively deemed to have agreed and consented to the following terms and conditions: (A) Title to this Bond, unless registered as herein pro- vided, and to the annexed interest coupons, may be transferred by delivery in the manner provided for negotiable instruments payable to bearer in the law merchant and the Uniform Commercial Code - Investment Securities Law of the State of Florida. (B) Any person in possession of this Bond, unless regis- tered as herein provided, or of the interest coupons hereunto apper- taining, regardless of the manner in which he shall have acquired possession, is hereby authorized to represent himself as the absolute owner hereof, and is hereby granted power to transfer absolute title hereto by delivery hereof to a bona fide purchaser, that is, to any one who shall purchase the same for value (present or antecedent) without notice of prior defenses or equities or claims of ownership -12- enforceable against his transferor; every prior taker or owner of this Bond, unless registered as herein provided, and of the annexed interest coupons, waives and renounces all of his equities and rights herein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title hereto and to"all rights represented hereby, and (C) The County of Monroe may treat the bearer of this Bond, unless registered as herein provided, or of the interest coupons hereunto appertaining, as the absolute owner hereof for all purposes without being affected by any notice to the contrary. This Bond may be registered as to principal only, or as to principal and interest in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, said County of Monroe, State of Florida, has issued this Bond and has caused the same to be executed'by the manual or facsimile signature of the Chairman of its Board of County Commissioners and its corporate seal, to be affixed, imprinted or re- produced hereon and attested by the manual or facsimile signature of the Clerk of the Circuit Court, Ei Officio Clerk of the Board of County Commissioners of Monroe County, Florida, and has caused the interest coupons hereto attached to be executed with the facsimile signatures of said Chairman and Clerk, all as of the first day of September, 1967. (SEAL) Clerk or tFie Circuit Court. - Ex Officio Clerk of the Board of County Commissioners of Monroe County, Florida COUNTY OF MOIVROE, FLORIDA MaIrman of tHe noard o oun y Commissioners of Monroe County, Florida -13- No. On the lst day of FORM OF COUPON Florida, will pay to the bearer at 19 S *the County of Monroe, from the special fund described in the Bond to which this coupon is attached, the sum of Dollars ( ) in lawful money of the United States of America, upon presentation and surrender of this coupon, being six months interest due that day on its Bridge Revenue Bond, dated September 1, 1967, No. . er o e rcu our , Ex Officio Clerk of the Board of County Commissioners of Monroe County, Florida a rman o e B oar T o oun y Commissioners of Monroe County, Florida *(To be inserted in coupons becoming due on March 1, 1978 and there- after, on all Bonds: "unless the Bond to which this coupon is attached shall have been duly",a.11ed for prior redemption and payment thereof duly provided (FORM OF VALIDATION CERTIFICATE) This Bond is one of a series of Bonds which were validated and confirmed by decree of the Circuit Court of the Sixteenth Judicial Circuit of the State of Florida, in and for Monroe County, rendered on the day of 19 . ler o e rcu our , airman o e oar of noun Ex Officio Clerk of the Board of Commissioners of Monroe County, County Commissioners of Monroe Florida County, Florida -1�- (PROVISION FOR REGISTRATION This Bond may be registered in the name of the holder on the books to be kept by the Trustee referred to in the resolution which authorized the issuance of this Bond, as Registrar, as to principal only, such registration being noted hereon by such Registrar in the registration blank below after which no transfer shall be valid unless made on said books by the registered holder or attorney duly authorized end similarly noted in the registration blank below, but it may be discharged from registration by being transferred to bearer after which it shall be transferable by delivery but it may be again registered as before. The registration of this Bond as to principal shall not re- strain the negotiability of the coupons by delivery merely but the coupons may be surrendered and the interest made payable only to the registered holder, in which event the Registrar shall note in the registration blank below that this Bond is registered as to interest as well as principal and thereafter the interest will be remitted by mail to the registered holder. With the consent of the holder and of the County of Monroe, this Bond, when converted into a Bond registered as to both principal and interest, may be reconverted into a coupon Bond and again converted into a Bond registered as to both principal and interest as hereinabove provided. Upon reconversion of this,Bond, when registered as to principal and interest, into a coupon Bond, coupons representing the interest to accrue upon the Bond to date of maturity shall be attached hereto by the Registrar and the Registrar shall note in the registration blank below whether the Bond is regis- tered as to principal only or payable to bearer. Date o . ose ame : er of-_ `__.—--Tigna�e off` Registration : Registered Registration : Registrar • • o ° • e • • e • e -15- ARTICLE III REVENUES AND APPLICATION THEREOF Section 3.01. BONDS NOT TO BE INDEBTEDNESS OF THE COUNTY. Neither the Bonds nor coupons shall be or constitute an indebtedness of the County of Monroe but shall be payable solely from the net reve- nues of said Bridge as herein provided. No holder or holders of any Bonds issued hereunder, or of any coupon appertaining thereto, shall ever have the right to compel the exercise of the ad valorem taxing power of the County or taxation in any form of any real property therein, to pay said Bonds or the interest thereon, or to enforce payment of such principal and interest from any other funds except the net revenues of said Bridge as provided herein. Section 3.02. BONDS SECURED BY PLEDGE OF NET REVENUES. The payment of the debt service of all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the net revenues derived from the ownership and operation of said Bridge. The net revenues derived from the ownership and operation of said Bridge, in an amount sufficient to pay the principal of and Interest on the Bonds herein authorized, and to make the payments into the reserve and sinking funds and all other payments provided for in this reso-ution, are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds herein authorized as the same mature and become due. Section 3.03. 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 County, simultaneously with the delivery of any or all of the Bonds to the purchaser thereof, as follows: (A) The accrued interest, if any, received from the sale of the Bonds, together with such additional amount from the proceeds -16- of said sale as will, together with such accrued interest, be eqL,:'. to the amount of interest which will mature and become due to and including twenty-four (24) months after the date of delivery of said Bonds, shall be deposited in the Interest Account in the Sinking Fund hereinafter created and provided for and used only for the purpose of paying interest on the Bonds as the same become due. (B) The remainder of the proceeds shall be deposited by the County in a trust fund to be known as the "Card Sound Bridge Construction Trust Fund" (hereinafter referred to as "Construction Trust Fund"), which is hereby created, to be held by an incorporated bank or trust company within or without the state to be hereafter determined by resolution, as Trustee, and all moneys at any time in said Construction Trust Fund shall be continuously secured in the same manner as deposits of state and municipal funds are required to be secured by the present laws of the State of Florida. The proceeds in said Construction Trust Fund shall be used for the purpose of paying the cost of the construction and acquisition of the Bridge as set forth in Section 1.02(F) hereof and no expenditures shall be made from said Construction Trust Fund, except for engineering and legal expenses, expenses for financial or fiscal services, interest on the Bonds prior to, during and for one year after the completion of the construction and acquisition of said Bridge and expenses in connection with the issuance and sale of the Bonds, unless such ex- penditures shall first be approved by the Consulting Engineers by means of a certificate filed with the Trustee certifying that such withdrawals are proper and are for purposes authorized by this resolution. If for any reason such proceeds, or any part thereof, are not necessary for, or are not applied to such purposes, then such unapplied proceeds shall be deposited by the County in the Reserve -17- Account in the Sinking Fund hereinafter established, and shall be used only as provided therein for said Reserve Account, All such proceeds shall be and constitutea trust fund for such purposes and there is hereby created a lien upon such moneys, until so applied, in favor of the holders of the Bonds issued pursuant to this resolution. Such proceeds may, pending their use for the purposes provided in the resolution, be temporarily invested in direct obligations of the United States of America or in time deposits evidenced by certificates of deposit issued by the Trustee of such Construction Trust Fund maturing not later than the date on which such moneys will be needed for the purposes hereof as estimated by the Consulting Engineers. Section 3.04. COVENANTS OF THE COUNTY. So long as any of the Bonds, or interest thereon, shall remain outstanding and unpaid, or until there shall have been set apart in the Sinking Fund, includ- ing the Reserve Account therein, hereinafter established, a sum sufficient to pay, at maturity, or redeem prior to maturity, the entire principal of the Bonds then remaining unpaid, together with interest accrued and to accrue thereon, the County covenants with the holders of any and all of the Bonds issued pursuant to this reso- lution as follows: (A) That the County will fix, establish.,, maintain and collect such tolls or other charges for the use of said Bridge, and all parts thereof., and revise the same from time to time whenever necessary, as will always provide revenues sufficient to pay in each year, as the same shall become due, one hundred twenty-five per centum (125%) of the interest becoming due on such Bonds in such year and of the annual installment of principal required to amortize the principal of said Bonds at the maturity thereof in accordance with standard tables of bond amortization, plus one hundred per centum (10019) of the cost of the operation and maintenance of such Bridge • in such year and of the amount required to be deposited in the Reserve Account and Renewal and Replacement Fund in such year, and that such tolls and other charges shall not be reduced so as to be insufficient to provide adequate revenues for such purposes. The initial schedule of rates of tolls and other charges for the use of said Bridge and its facilities shall be as follows: VEHICLE TOLL CLASS DESCRIPTION TOLL 1 Two -Axle Vehicles $0.50 2 Three -Axle Vehicles and Vehicle Combinations 0.75 3 Four -Axle Vehicles and Vehicle Combinations 1.00 4 Five -Axle Vehicles and Vehicle Combinations 1.25 The rates of tolls and other charges for said Bridge and its facilities shell never be reduced at any time except under the following terms and conditions-. (a) The County shall have duly made all payments required for principal and interest on said Bonds, and all other payments re- quired by this resolution, including any deficiencies in prior re- quired payments, to the time of such reduction in such rates of tolls (,-ther charges (b) The County shall not then be in default under any of the covenants or agreements contained in this resolutions (c) There is tb.en on deposit in the Reserve Account in the Sinking Fund, hereinafter created, the sum of One Hundred and Thirty Thousand Dollars ($ 130,000.00 ) . (a) The Consulting Engineers shell certify that the net revenues to be derived in the then current and in each succeeding year_, after giving effect to such reduced rates of tolls and other charges, will be greater than the net revenues derived from said Bridge in the year immediately preceding the date of such reduction in such tolls and other charges, and will be sufficient in each future year to comply fully with the provisions of the first para- guraph of this subsection (A) . (B) REVENUE FUND. That the entire gross revenues derived :from the ownership and operation of said Bridge shall be deposited daily in a special fund with a bank or trust company in Monroe County, Florida, which fund is hereby designated as the "Card Sound Bridge Revenue Fund" (hereinafter referred to as the "Revenue Fund"). Said Revenue Fund shall constitute a trust fund for the purposes provided in this resolution and shall be kept separate and distinct from all other funds of the County and used only for the purposes and in the manner provided in subsection (C) of this Section 3.04. (C) DISPOSITION OF REVENUES. That all revenues at any time -20- remaining on deposit in said Revenue Fund shall be disposed of only in the following manner and order of priority: (1) Revenues shall first be used for the payment of all the current Operating Expenses, as defined herein, and for creation and maintenance of an Operating Reserve Fund in the amount of one -sixth (1/6) of the amount of operating expenses contained in the budget for the current fiscal year for the operation of said Bridge. The moneys in said Operating Reserve Fund shall be used for the payment of such Operating Expenses whenever the revenues are insufficient therefor, and any sums so used shall be restored to said Operating Reserve Fund as soon as practicable. (2) Revenues remaining on deposit in the Revenue Fund shall next be used for deposit in a fund to be known as the "Sinking Fund", which is hereby created and established,as follows: (a) There shall first be deposited in an account in said Sinking Fund to be known as the "Interest Account", which is hereby created and established, on the fifteenth (15th) day of each month in each fiscal year, an amount equal to one -sixth (1/6) of the interest which will mature and become due on said Bonds on the next semi-annual interest payment date; provided, however, that such deposits shall not be required to be made to the extent that moneys then on deposit in such Interest Account from.the proceeds of said Bonds or from other sources are suf- ficient therefor. (b) There shall next be deposited from said Revenue Fund in an account in said Sinking Fund to be known as the "Reserve Account", which is hereby created and established, on the fifteenth (15th) day of each month in each fiscal year, be- ginning with the fifteenth (15th) day of the first full month following the date on which all or any part of the Bridge is placed in operation, the sum of $2,708.34. -21- Any withdrawals from the Reserve Account shall be subse- quently restored from the first revenues available therefor after all current payments pursuant to paragraph (1) and clause (a) of paragraph (2) of this subsection, including any defi- ciencies for prior payments., have been made in full. The County shall not be required to make any further payments into said Reserve Account when there has been deposited therein and so long as there shall remain therein a sum equal to One Hundred and Thirty Thousand Dollars. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing interest on the Bonds to the extent that funds in the Interest Account are insufficient therefor, and for no other purpose, except that said moneys may be invested and reinvested as provided for herein. The County shall not be required to make any further pay- ments into the Sinking Fund when the aggregate amount of funds on deposit in the various accounts in sail Sinking Fund are at least equal to the aggregate principal amount of Bonds issued pursuant to this resolution then outstanding, plus all interest accrued or to accrue on said outstanding Bonds, or if said outstanding .Bonds shall have been duly called for prior redemption and sufficient funds have been irrevo- cably placed in trust for all such outstanding Bonds. (3) Thereafter revenues shall newt be used for deposit in a trust fund to be known as "Renewal and Replacement Fund", which is hereby created and established, and the County shall pay into said fund from the Revenue Fund on the fifteenth day of each month, be- ginning with the first fifteenth day of the month which is more than thirty days after said Bridge has been placed in operation, the SUM of $1, 250.00 . $ -22- provided, however, that the County shall not be required to make any further payments into said Renewal and Replacement Fund when there has been deposited therein and so long as there shall remain therein the sum of Seventy -Five Thousand Dollars ($755000). The moneys in said Renewal and Replacement Fund shall be used only for the purpose of paying the cost of capital improvements to or the renewal or re- placement of capital assets of said Bridge, for the cost of extra- ordinary repairs to said Bridge, for operating expenses to the extent that moneys allocated to such purpose are insufficient therefor and for the payment of interest on said Bonds when moneys in the Interest Account are insufficient therefor; provided, however, that no with- drawals shall be made from said fund without the prior approval of the Consulting Engineers. (4) Thereafter, any moneys remaining on deposit in the Revenue Fund on the twentieth (20th) day of each month, after all current payments pursuant to paragraphs (1), (2), and (3) of this subsection have been made in full on the preceding fifteenth (15th) day of such month, shall be deemed surplus funds. Such surplus funds shall on the twentieth (20th) day of each month in which there is a surplus, be deposited in an account in the Sinking Fund to be known as the "Bond Redemption Account" which is hereby created and established. The moneys in said Bond Redemption Account shall be used solely for the purchase or redemption of Bonds. The County may at any time purchase any of said Bonds at prices not greater than the then redemption price of said Bonds or, if the Bonds be not then re- deemable prior to maturity, at prices not greater than the redemption price of such Bonds on the next ensuing redemption date; and the County shall, to the extent of any moneys in said Bond Redemption Account on the fifteenth day of January and the fifteenth day of July in each year in excess of Five Thousand Dollars ($5,000), be obligated to use such moneys for the redemption prior to maturity -23- of Bonds on the next first day of March or first day of September, as the case may be. (5) If on any payment date the revenues are insufficient to place the required amount in any of the funds or accounts as hereinbetbre provided, the deficiency shall be made up in the sub- sequent payments in addition to the payments which would otherwise be required to be made into such funds and accounts on the subsequent payment dates. (D) All special funds set up and created by this resolu- tion shall constitute trust funds for the purposes provided herein for such funds. The Sinking Fund, including the Interest Account, Reserve Account and Bond Redemption Account therein, and the Renewal and Replacement Fund shall be deposited with and held by the Florida National Bank & Trust Company at Miami , Miami, Florida as Trustee, under a trust agreement in such form as shall be deter- mined hereafter by resolution of the governing body of the County. All of such funds shall be continuously secured in the same manner as state and municipal deposits of funds are required to be secured by the laws of Florida. The moneys in the Revenue Fund shall not be invested at any time. The moneys in the Interest Account and the Bond Redemp- tion Account in the Sinking Fund may be invested and reinvested only in direct obligations of the United States of America maturing not later than the dates on which the moneys in said accounts therein will be needed for the purposes of said accounts, but in no event later than six (6) months after the date of purchase thereof. The moneys in the Reserve Account in the Sinking Fund and in the Renewal and Replacement Fund may be invested and re- invested only in direct obligations of the United States of America. -24- (E) SALE OF TBE BRIDGE. That said Bridge may be sold or otherwise disposed of only as a whole or substantially as a whole, and only if the net proceeds to be realized shall be fully suffi- cient to retire all of the Bonds issued pursuant to this resolution and all interest thereon to their respective dates of maturity, or prior redemption, The proceeds from such sale or other disposition of said Bridge shall promptly be deposited in the Bond Redemption Account in the Sinking Fund and used only for the purpose of paying the principal of and interest on the Bonds issued pursuant to this resolution as the same shall become due or for the purchase of Bones at not more than the then redemption price of such Bonds or, if the Bonds be not then redeemable prior to maturity, at not more than the redemption price of such Bonds on the next en- suing redemption date or for the redemption prior to maturity of Bonds in the manner provided in this resolution® The foregoing provision notwithstanding, the County shall have and hereby reserves the eight to sell or otherwise dispose of any of the property comprising a part of said Bridge hereafter determined in the manner provided herein to be no longer necessary, useful or profitable in the operation thereof. Prior to any such sale or ether disposition of said property, if the amount to be received therefor is not in excess of Twenty - Five Thousand Dollars ($25,000), the general manager or other duly authorized officer in charge of such Bridge shall make a finding in writing, which shall be filed with the Board of County Commis- sioners, determining that such property comprising a part of such Bridge is no longer necessary, useful or profitable in the opera- tion thereof, and such proceeds shall be deposited in the Renewal and Replacement Fund and used only as provided herein for such fund. If the amount to be received from such sale or other dis- position of said property comprising a, part of said Bridge shall be in excess of Twenty -Five Thousand Dollars ($25,000) but not in -�5- excess of One Hundred Thousand Dollars ($100nOOO), the general manager or other duly authorized officer in charge of such Bridge and the Con- sulting Engineers, shall first make a finding in writing, which shall be filed with the Board of County Commissioners, determining that such property comprising a part of such Bridge is no longer necessary, use- ful or profitable in the operation thereof, and the County shall, by resolution duly adopted, approve and concur in the finding of the general manager or other duly authorized officer and such Consulting Engineers, and authorize such sale or other disposition of said prop- erty. The proceeds derived from any such sale or other disposition of said property, in excess of Twenty -Five Thousand Dollars ($25,000) and not in excess of One Hundred Thousand Dollars ($100,000) shall promptly be deposited in the Bond Redemption Account in the Sinking Fund and used only for the purchase of Bonds at not more than the then redemption price of such Bands or,, if Bonds be not then redeem- able prior to maturity, at not more than the redemption price of such Bcnds on the next ensuing redemption date or for the redemption prior to maturity of Bonds in the manner provided in this resolution. No sale or other disposition of all or any of the property comprising a part of said Bridge shall be made by the County if the proceeds to be derived therefrom shall be in excess of One Hundred Thousand Dollars ($1002000) and insufficient to pay all of the principal of Bonds then outstanding and all interest and premium, If any, thereon to their respective dates of maturity or prior re- demption, without the prior approval and consent, in writing, of the holders, or their authorized representatives, of sixty-six and two- thirds per centum (66 2/3%) in amount of Bonds then outstanding. The County shall prepare the form of such approval and consent for execu- tion by Bondholders, or their duly authorized representatives, which form shall provide for the disposition of the proceeds of the sale or other disposition of such property comprising a part of said Bridge. -26- (F) ISSUANCE OF OMER OBLIGATIONS PAY-OLE OUT OF REVENUES. That the County will not issue any other obligations, except pari passu completion Bonds upon the conditions and in the manner provided herein, payable from the revenues derived from the operation of said Bridge, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien of the Bonds issued.pursuant to this resolu- tion and the interest thereon, upon any of the revenues of said Bridge. Any other obligations issued by the County in addition to the Bonds authorized by this resolution and pari passu completion Bonds provided for in Section 3.04(L) hereof, shall contain an express statement that such obligations are junior, subordinate and inferior in all respects to the Bonds issued pursuant to this resolution as to lien on and source and security for the payment from the revenues of said Bridge. (G) INSURANCE. That the County will at all times cause said Bridge, and all parts thereof, to be insured in a responsible insurance company or companies against loss or damage by fire, lightning, tornado, winds, earthquake, flood, rising waters, collapse, riot, strike, civil commotion, collision, malicious damage and explosion, all to the extent insurance is obtainable from time to time against any one or more of such risks and in each case to the extent and in the amounts recommended by the Consulting Engineers; provided, however, that the aggregate amount of each type of insurance covering the Bridge need not exceed the prin- cipal amount of Bonds outstanding from time to time. The proceeds of any and all such insurance received by the,County shall be held by the County as security for the Bonds until paid out as hereinafter provided. The County covenants that, promptly after any loss or damage to said Bridge which is covered by insurance, it will cause plans and specifications for repairing, reconstructing or replacing the damaged or destroyed property, to be prepared. -27- The proceeds of all insurance policies, referred to in this subsection, shall be available for, and shall to the extent necessary be applied to, the reconstruction, repair or replacement of the damaged or destroyed property. If such proceeds are more than sufficient for such purposes, the balance remaining shall be paid into the Renewal and Replacement Fund. If such proceeds shall be insufficient for such purpose, the deficiency shall be supplied out of any moneys in the Renewal and Replacement Fund. The County covenants that, if the cost of repairing, recon- structing or replacing the damaged or destroyed property shall not exceed the proceeds of insurance and other moneys available for such repair, reconstruction or replacement, such repair, reconstruction or replacement of destroyed property shall be promptly commenced and diligently prosecuted. The County covenants that it will at all times carry policies of insurance for the benefit of the holders of the Bonds and the County In a responsible insurance company or companies against: (1) Loss, total or partial, of the use and occupancy of said Bridge, or any part thereof, resulting from any of the causes set forth above in this subsection which will provide an income during the period of suspension of use equal to the result obtained by multiplying the number of days in such period of suspension by the amount of the average daily gross income of said Bridge, in the same month or months of the preceding calendar year, all to the extent such insurance is obtainable from time to time. Such insurance, however, may be subject to the deduc- tion, at the option of the County, of not more than fourteen (14 ) days from such period of suspension. The proceeds of the use and occupancy insurance shall be deposited in the Revenue Fund. (2) Liability for injuries to persons and property to the extent deemed necessary by the County. -28- (R) BOOKS AND RECORDS. That the County will keep books and records of the operation of said Bridge which shall be separate and apart from all other books9 records and accounts of the County, in which complete and correct entries shall be made of the daily tolls and other revenues collected and of all transactions relating to said Bridge and any holder of a Bond or Bonds issued pursuant to this resolution :hall have the right at all reasonable times to inspect said Bridge and all, records, accounts and data of the County relating thereto. The County shall, not later than twenty (20) days after the last day of the month to which such report relates, prepare a monthly operating report of said Bridge for the month preceding the month in to-t.ch said report is prepared, setting forth in reasonable detail both an annually cumulative and a monthly schedule of the gross revenues and operating expenses and a statement of the number of users of said Bridge and shall mail such report to the original purchasers of the Rends and to any Bondholder requesting that, such monthly reports be forwarded to him, The County shall, at least once a year, cause the books, records and accounts relating to said Bridge to be properly audited by a nationally recognized and independent firm of certified public a.ccr,untants, and shall make available the report of said certified public accountants at all reasonable times to any holder or holders of Bonds issued pursuant to this resolution or any one acting for and In behalf of such Bondholder or Bondholders and shall mail a copy of such report to the original purchaser of the Bonds. Such audit shall Include a certification by such accountants that they are familiar with the provisions of this resolution, that the results of such audit do or do not, as the case may be, comply with the provisions hereof and shall include a balance sheet and income account relating to the Bridge. (I) OPERATION AND MAINTENANCE CF BRIDGE. That the County -29- will maintan said Bridge in good condition and continuously operate the same in an efficient and economical manner and at a reasonable cost under reasonable rules and regulations governing the use of said Bridge and the operation thereof, (d) CLASSIFICATION OF TOLLS, That all tolls will be classi- fied in a reasonable way to cover all. traffic falling within any rea- sonable class, regardless of the status or character of any person, firm or corporation participating in the traffic, and that no reduced rate of tolls will be allowed within any such class, except through the use of commutation oz other tickets or privileges for services based upon frequency or volume,, and that no free use of said Bridge, cr any part thereof, will be permitted except to officials or employ- ees of the County while in the discharge of their official duties or to police or fire department officials and employees when engaged in the proper work of any such department. (K) ANNUAL BUDGETS. That the general manager or other autho- rized officer of the County in charge of said Bridge shall annually, at least thirty (30) days preceding each of its fiscal years, prepare a detailed budget of the estimated expenditures for operation and maintenance of said Bridge during such succeeding fiscal year which budget shall first be approved by the Consulting Engineers, and shall then be adopted by resolution of the governing body of the County be- fore the same shall become effective. No expenditures for the opera- tion and maintenance of said Bridge shall be made in any fiscal year in excess of the amounts provided therefor in such budget without a writ- ten finding and recommendation by the general manager of said Bridge or other duly authorized officer in charge thereof, which finding and recommendation shall state in detail the purpose of and necessity for such increased expenditures for the operation and maintenance of said Bridge and no such increased expenditures shall be made until the governing body of said County and the Consulting Engineers shall have -30- approved such finding and recommendation by a resolution duly adopted, The County shall make available such budgets and all resolutions autho- rizing increased expenditures for operation and maintenance of said Bridge at all reasonable times to any holder or holders of Bonds issued pursuant to this resolution or to any one acting for and in behalf of such Bondholder or Bondholders. (L) ISSUANCE OF PARI PASSU COMPLETION BONDS. That no pari passu completion Bonds, as in this subsection defined, payable pari passu with Bonds issued pursuant to this resolution out of the revenues of the Bridge shall be issued after the issuance of any Bonds pursuant to this resolution, except upon the conditions and in the manner herein provided. No such pari passu completion Bonds shall be issued except for the purpose of completing said Bridge if the proceeds of the Bonds initially issued hereunder shall be insufficient for such purpose, and only in the amount certified by the Consulting Engineers as necessary for such purpose. The term "pari passu completion Bonds" as used in this sub- section shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations of this subsection payable from the revenues of the Bridge, pari passu with Bonds originally authorized and issued pursuant to this resolution. Such Bonds shall be deemed to have been issued pursuant to this resolu- tion the same as the Bonds originally authorized and issued pursuant to this resolution, and all of the covenants and other provisions of this resolution shall be for the equal benefit, protection and security of the holders of any Bonds originally authorized and issued pursuant to this resolution and the holders of any Bonds evidencing pari passu completion Bonds subsequently issued within the limitations of and in compliance with this subsection. All of such Bonds, regardless of the time or times of their issuance shall rank equally with respect to -31- their lien on the revenues of such Bridge and their source and security for payment from said revenues, without preference or priority of any of said Bonds or pari passu completion Bonds, or (,coupons relating there- to, over any other thereof. The term "pari passu completion Bonds"las used in this sub- section shall not be deemed to include bonds, notes, certificates or rt"Ier obligations subsequently issued the lien of which on the revenues of' the Bridge is subject to the prior and superior lien on such revenues of Bands issued pursuant to this resolution and the County shall not Issue any obligations whatsoever payable from then revenues of the Bridge which rank equally as to lien on and source and security for payment from revenues with bonds issued pursuant to this ,resolution exdept pari ra=su completion Bonds in the manner and under thla conditions provided .n this subsection. (M) REMEDIES. Any holder of Bonds or of any coupon apper- taining thereto, issued under the provisions of this resolution, or any Trustee acting for such Bondholders in the manner hereinafter pro- vided, may, either at law or in equity, by suit, fiction, mandamus or rather proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this resolution, and maylenforce and compel the performance of all duties required by this resolution or by any applicable statutes to be performed by the County'or by any agency, board or officer thereof, including the fixing, charging and collect- ing of tolls and other charges for the use of said Bridge and its facilities. In the event that default shall be madellin the payment of the interest on or the principal of any of the Bonds issued pursuant to this resolution as the same shall become due, oar in the makihg of the payments into any reserve or sinking fund or any other payments required to be made by this resolution or in the eI*t that the County -32- or any agency, board, officer, agent or employee thereof shall fail or refuse to comply with the provisions of this resolution or shall default 3n mr3 covenant made herein, and in the further event that any such de- fault shall continue for a period of thirty days, any holder of such Bonds or any Trustee appointed to represent Bondholders as hereinafter provided, shall be entitled as of right to the appointment of a receiver of said Bridge in any appropriate judicial proceeding in a court of competent jurisdiction, whether or not such holders or Trustee shall also be seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of said Bridge, and each and every part thereof, and shall hold, operate and maintain, manage and control said Bridge and each and every part thereof, and in the name of the County shall exercise all the rights and powers of the County with respect to said Bridge as the County itself might do. Such receiver shall collect and receive all tolls and other revenues, maintain and operate said Bridge in the manner provided in this resolution, and comply under the jurisdiction of the court appointing such receiver, with all the provisions of this resolution, Whenever all that is due upon Bonds issued pursuant to this resolution, and interest thereon, and under any covenants of this resolution for reserve, sinking fund or other payments and upon any other obligations and interest.thereon, having a charge, lien or en- cumbrance upon the tolls and other revenues of said Bridge shall have been paid and made good, and all defaults under the provisions of this resolution shall have been cured and made good, possession of said Bridge shall be surrendered to the County upon the entry of an order of the court to that effect. Upon any subsequent default, any holder of -33- Bonds issued pursuant to this resolution, or any Trustee appointed for Bondholders as hereinafter provided, shall have the sari. right to secure the further appointment of a receiver upon any such subse- quent default. Such receiver shall in the performance of the powers here- inabove conferred upon him be under the direction and supervision of the court making such appointment; shall at, all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate said Bridge in the name of the County and for the joint pro- tection and benefit of the County and holders of Bonds issued pursuant to this resolution. Such receiver shall have no power to sell, assign, mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to said Bridge, except as provided herein, but the authority of such receiver shall be limited to the possession, operation and maintenance of said Bridge for the sole purpose of the protection of both the County and Bondholders, and the curing and making good of any default under the provisions of this resolution, and the title to the ownership of said Bridge shall remain in the County, and no court shall have any jurisdiction to enter any order or decree per- mitting or requiring such receiver to sell, mortgage or otherwise dis- pose of any assets of said Bridge except as provided herein. The holder or holders of Bonds in an aggregate principal amount of not less than twenty-five per centum (25%) of Bonds issued under this Resolution then outstanding may by a duly executed certif- icate in writing appoint a trustee for holders of Bonds issued pursuant -34- to this resolution with authority to represent such Bondholders in any Legal proceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bond- holders or their duly authorized attorneys or representative, and shall be filed in the office of the Clerk of the Board of County Commissioners. (N) CONSULTING ENGINEERS, That the County will retain the firm of Post, Buckley, Mooney & Schuh, Inc. Consulting Engineers, of Miami Springs, Florida , Florida, as Consulting Engineers, or other .recognized and independent engineers, to supervise the construction of said Bridge, and, after the completion of said Bridge, will retain on an annual basis said firm or a firm of recognized and independent engineers, as Consulting Engineers to supervise generally the operation, maintenance and renewal and replacement of said Bridge, and all parts thereof., and to make an annual report of the condition of said Bridge and recommendations as to betterments, methods of operation, and rates of tolls or charges for the use of the facilities of said Bridge. A copy of such annual report shall be mailed to any holder or holders of Bonds who shall file his address with the County and request in writing that copies of such annual reports be furnished him or them, and shall make available such annual reports at all reasonable times to any holder car holders of Bonds issued pursuant to this resolution, or anyone acting :for and in behalf of such bondholder or bondholders and the County cove- nants that it will carry out any such recommendations made by the (Ionsulting Engineers which are lawful, reasonable and proper. (0) COVENANT AGAINST COMPETITION. That the County will not construct or operate or grant or consent to the granting of any franchise, license or permit for the construction or operation of any bridge, cause- way, or ferry over Card Sound which would be competitive with and mater- ially and adversely affect the revenues to be derived from the operation of said Bridge, nor authorize any district or other political subdivision in Monroe County to construct or operate any such bridge, causeway or ferry. -35- m ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01. MODIFICATION OR AMENDMENT. No material modification or amendment of this resolution or any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of two-thirds (2/3) or more in principal amount of the Bonds then outstanding, provided, however, that no modification or amendment shall permit a change in the naturity of such Bonds or a reduction in the rate of interest thereox?, or in the amount of the principal obligation or affecting the unconditional promise of the County to pay the principal of and interest on the Bonds as the same come due from the tolls and other revenues of said Bridge, without the consent of the holders of such Bonds. Section 4.02. SEVERABILITY OF INVALID PROVISION. If any one cr more of the covenants, agreements or provisions of this resolution 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 what- soever be held invalid, then such covenants, agreements or provisions shall 'be null and void and shall be deemed separable from the remain- ing covenants, agreements or provisions hereof and shall in no way affect the validity of any of the other provisions of this resolution or of the Bonds or coupons issued hereunder. Section 4.03. TIME OF TAKING EFFECT. This resolution shall take effect immediately upon its adoption. 36-