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HomeMy WebLinkAboutWincey, Charles & Laura Lease Trust Agreement Affidavit of Trustee 1111111111111111111111111111111111111111111.111111111 ... . - '..... Prepared by and return to: Anthony A. Garganese, Esquire ~ Brown, Salzman, Weiss & Garganese, P.A. Post Office Box 2873 Orlando, Florida 32802-2873 MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COlMTV BK 05044 PG 1850 CLERK'S # 2003177295 RECORDED 11/02/2083 11.31,89 11M RECORDING FEES 195.. RECORDED BY L McKinlty AFFIDAVIT OF TRUSTEE STATE OF FLORIDA COUNTY OF SEMINOLE BEFORE ME, the undersigned authority authorized to take oaths and administer acknowledgments, personally appeared LAURA EVELYN WINCEY, TRUSTEE OF THE CHARLES W. WINCEY TRUST AGREEMENT, dated August 9, 1994, and THE LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9,1994 ("Affiant"), who after being duly sworn under penalties of perjury, deposes and states as follows: 1. Affiant, LAURA EVELYN WINCEY is over the age of eighteen (18) years and is the sole surviving Trustee of THE CHARLES W. WINCEY TRUST AGREEMENT, dated August 9, 1994, and THE LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9, 1994 (hereinafter the "Trusts"), and as Trustee has personal knowledge of the matters noted herein. 2. Attached hereto as Exhibit "A" is a certified copy ofthe Certificate of Death for Charles W. Wincey, indicating the date of death as April 25, 2003. 3. Affiant is the Trustee for the aforementioned Trusts and has the full power and authority to convey to the City of Winter Springs, Florida, the real property legally described in the Old Republic National Title Insurance Company Commitment, bearing ORT File Number 03083455, a copy of which is attached hereto as Exhibit "B" ("Title Commitment"). 4. The aforementioned Trusts have not been revoked, revised or amended other than as submitted to Old Republic National Title Insurance Company and Brown, Salzman, Weiss & Garganese, P.A. and are in full force and effect. 5. . THECHARLESW. WINCEYTRUST AGREEMENT, dated August 9, 1994, as to an undivided 1'2 interest and THE LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9, 1994, as to an undivided Yz interest are currently the fee simple owner of the parcel described in the Title Commitment. 6. Affiant represents that the THE CHARLES W. WINCEY TRUST AGREEMENT, dated August 9, 1994, attached hereto as Exhibit "C," represents a true and correct copy ofthe original trust and can be fully relied upon as the original and that said copy shall form an integral part of the Warranty Deed conveying the aforementioned real property to the City of Winter Springs, Florida. Page 1 of 2 t' ...... FILE NUM 2003177295 OR BOOK 05044 PAGE 1851 7. Affiant represents that the THE LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9,1994, attached hereto as Exhibit "D," represents a true and correct copy ofthe original trust and can be fully relied upon as the original and that said copy shall form an integral part of the Warranty Deed conveying the aforementioned real property to the City of Winter Springs, Florida. 8. Affiant is familiar with the nature of an oath and with the penalties as provided by the laws of the United States and the State of Florida for falsely swearing to statements made in an instrument ofthis nature. Affiant has read, or heard read, the full facts ofthis Affidavit and understands its context. Affiant has caused this Affidavit to be executed this 30th day of September, 2003. AFFIANT: ~-4/4~-~<,,~ LAURA EVELYN NCEY, TRU E STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared LAURA EVELYN WINCEY, TRUSTEE OF THE CHARLES W. WINCEY TRUST AGREEMENT, dated August 9,1994, and THE LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9, 1994 f.)4:who is personally kn to me, or [ ] who has produced as identification, and who xecuted the foregoing instrument and who acknowledged before me that she executed the same for the purposes t fo herein, and she did not swear an oath. WITNESS my hand and official seal in the State and Coun last fi s . 3 th day of September, 2003. (Notary Seal) NOTARY PUBLIC My Commission Expires: F: lDoc.ICity of Winter Springsl WinceylCIo.ing DocumcntslTRUSTEE AFFIDA VIr. wpd ~\\\\\"""II",,, ~"\..~s R. Ol ~/I,.,I; ~it-\j ..........8&~ ~ ~ ..~~\SSION ~.;y ~ ~ lt9 ~r 1~ ~... \ :: .;'.11 d.'~._ = :~~ ~ ~*= =* . .,.. .:: - . . - ~ . . - ~~ \ #DO 026082 : ~i \'t;..~~~~..~ """~J-~...~~;f~ ~ ......~~,~- ~I" lIe STP\' '" ~,,'1 11"""hll'''\\\~ Page 2 of 2 >,',..F,-"":'C'.,"_:_'''' r r~;"Pi'f','rM'''>' ~"~_.'''' ~..- ____.lIl&:.. T , FILE NO. 03083455 , ~MH/anm REVISED SEPTEMBER 26, 2003 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 1971 LEE ROAD WINTER PARK, FL 32789 Phone: (407)647-1915 Fax: 407-647-1735 _.- Agent File Number: 315-027 ORT File Number: 03083455 REVISED SEPTEMBER 26, 2003 SCHEDULE A 1) Effective Date: August 11, 2003 at 5:00 PM 2) Policy or Policies to be issued: Amount: a) AL TA Owners Policy Standard Form B 1992 (amended 10/17/92 with Florida Modifications) $1,000,000.00 Proposed Insured: CITY OF WINTER SPRINGS, FLORIDA, a political subdivision b) AL T A Standard Loan Policy 1992 (amended 10/17/92 with Florida Modifications) Proposed Insured: N/A $N/A 3) The estate or interest in the land described or referred to in this Commitment and covered herein is a FEE SIMPLE. 4) Title to the Fee Simple estate or interest in said land is at the effective date hereof vested in: LAURA EVELYN WINCEY, TRUSTEE OF THE CHARLES W. WINCEY TRUST AGREEMENT dated August 9,1994, as to an undivided 1/2 Interest, and LAURA EVELYN WINCEY, TRUSTEE OF THE LAURA EVELYN WINCEY TRUST AGREEMENT dated August 9, 1994, as to an undivided 1/2 interest 5) The land referred to in this Commitment is described as follows: The East half (E Va) of Lot 3, Block C, and the East half (E Va) of Lot 3, Block 0, of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, according to the plat thereof as recorded In Plat Book 1, Page 5, Public Records of Seminole County, Florida. This Commitment valid only if Schedule B is attached. EXHIBIT "B" ORDOCS COMMITMENT ORLANDO SUBDIVISION MF01149 0" ;0.... r OJrr1 o OZ ^C: s:i Ull\) SS .j:-S .j:-CN .... ..., ..., '01\) IlIJ) (j)Ul rr1 .... Q:) Ul CN , FILE NO. 03083455 y' ,,, .$MH/anm REVISED SEPTEMBER 26, 2003 SCHEDULE B . SECTION I FILE NUM 2003177295 OR BOOK 05044 PAGE 1854 The following are the requirements to be complied with: 1. Payment of the full consideration to, or for the account of, the grantors or mortgagors, 2. Instrument(s} necessary to create the estate or interest to be insured must be properly executed, delivered and duly filed for record: a} Warranty Deed from LAURA EVELYN WINCEY, TRUSTEE OF THE CHARLES W. WINCEY TRUST AGREEMENT dated August 9,1994, and LAURA EVELYN WINCEY, TRUSTEE OF THE LAURA EVELYN WINCEY TRUST AGREEMENT dated August 9, 1994 to THE CITY OF WINTER SPRINGS, FLORIDA, a political subdivision, conveying the property described in Schedule "A" herein. 3. Other instruments which must be properly executed, delivered and duly filed for record, and/or other matters which must be furnished to the company: 4. Record affidavit from the trustee of the CHARLES W. WINCEY TRUST AGREEMENT dated August 9, 1994 stating that LAURA EVELYN WINCEY is the sole surviving trustee and that said trust has not been revoked, revised or amended and is in full force and effect. 5. Record affidavit from the settlor and/or trustee of the LAURA EVELYN WINCEY TRUST AGREEMENT dated August 9, 1994 stating that LAURA EVELYN WINCEY is presently the sole surviving trustee, that she has full power to sell and convey subject premises, that the trust agreement has not revoked, revised or amended other than as submitted to Old Republic National Title Insurance Company and is in full force and effect. That the attached pages represent true and correct copies of the original trust and can be relied upon as if an original. Said affidavit is to attach to and form a part of said deed and is to be an intergral part thereof. 6. A copy of the CHARLES W. WINCEY TRUST AGREEMENT dated August 9, 1994 and all amendments thereto to be submitted for review. 7. A copy of the LAURA EVELYN WINCEY TRUST AGREEMENT dated August 9, 1994 and all amendments thereto to be submitted for review. NOTE: This commitment is subject to further requirements as may be deemed necessary upon review of aforesaid trust documents. 8. A certified copy of the Death Certificate of CHARLES W. WINCEY, to be filed in the Public Records of Seminole County, Florida. SCHEDULE B SECTION illS CONTINUED ON AN ADDED PAGE ORDOCS COMMITMENT ORLANDO SUBDIVISION MF01149 --------,...---,-.- ... -'!"'"w....... :;;'.N..'-fif~-'o:~'_, ~i.f.";'.it.;}.~,jIi~_{;..-::: '(' FILE NO. 03083455 .SMH/anm REVISED SEPTEMBER 26, 2003 FILE NUM 2003177295 OR BOOK 05044 PAGE la55 SCHEDULE B . SECTION" Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Defects, liens, encumbrances, adverse claims or other matters, if any created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Facts which would be disclosed by an accurate and comprehensive survey of the premises herein described. 3. Rights or claims of parties in possession. 4. Construction, Mechanic's, Contractors' or Materialmen's lien claims, if any, where no notice thereof appears of record. 5. Easements or claims of easements not shown by the public records. 6. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled, and artificially exposed lands and lands accreted to such lands. 7. State road right reservations(s), if any. 8. Oil, gas and mineral right reservations, if any. 9. General or special taxes and assessments required to be paid in the year 2003 and subsequent years. No( s).: 26-20-30-5AR-OCOO-0030 and 26-20-30-5AR-ODOO-0030 10. Any lien provided by Chapter 159 F .S., in favor of any city, town, village or port authority for unpaid service charge for service by any water, sewer or gas system supplying the insured land. 11. Subject to matters of plat of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP, according to the plat thereof as recorded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. 12. Riparian rights are neither guaranteed nor insured. 13. Rights of owners of land abutting upon the waters of Lake Jessup. 14. Title to beds or bottoms of lakes, or other bodies of water, located in, on, or within the land described herein. 15. The land described herein shall not be deemed to include any house trailer or mobile home, whether or not permanently affixed to the land. TAX INFORMATION: PARCEL NO. 26-20-30-5AR-OCOO-0030 2002 Taxes were PAID in the gross amount of $372.69 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. TAX INFORMATION: PARCEL NO. 26-20-30-5AR-ODOO-0030 2002 Taxes were PAID in the gross amount of $17.43 and WAS NOT homestead. Taxes DO NOT include more land than subject premises. ORDOCS COMMITMENT ORLANDO SUBDIVISION MF01149 ~T"~" \~~-"",~""'- :~""''''~''''''''~'"''"''''''''~'~:~--' ,,7~i~'~""" , " ,A .... ~~(Q)~W TRUST AGREEMENT FILEiNU~ 2003177295 OR adeK..t 05044 PAGE 1856 TRUST AGREEMENT executed this 9 day of Au~ust , 1994, by CHARLES W. WINCEY, hereinafter referred to as "Settlor", and CHARLES W. WINCEY and LAURA EVELYN WINCEY, as "Co-Trustees". Co- Trustees are authorized to act independently and the actions of one Co-Trustee shall be binding upon the Trust. I. ESTABLISHMENT OF TRUST Settlor establishes this trust, which shall be known as the CHARLES W. WINCEY TRUST to act as a receptacle for property which may be transferred to the Trustees during the term of the trust. Property to be presently included in the trust is set forth in Schedule "A" attached hereto. Addi tions of property may be made by Settlor or others by assignment, gift, devise, bequest, testamentary. or inter vivos appointment, or by making the trust the beneficiary of an insurance policy bn the life of either Settlor or another. Trustees agree to hold the same in trust for the purposes and on the conditions hereinafter set forth. II. RESERVATIONS Settlor reserves the right to alter, amend, revoke or terminate this agreement in whole or in part. The above shall be on written notice to the Trustees (Settlor's will shall not -.";:::'-~- -~. constitute such notice); provided, however, that if altered or ohj;- 1 EXHIBIT "C" _.~ -- . , ,,~",'~~'~:'<'*'t.~'''''4'';t':'-.',i' ''---' FIL~ NUM 2003177295 OR BOoK 05044 PAGE 1857 amended, the duties, powers and responsibilities of Trustees shall not be changed substantially without Trustees consent. Trustees agree to reassign or reconvey to Settlor any property affected by the exercise of such right. III. DISTRIBUTION 1. DURING THE LIFE OF THE SETTLOR: During the life of the Settror, Trustees shall hold and manage the trust estate and pay all net income of the trust to Settlor for the care and support of the Settlor and his spouse, LAURA EVELYN WINCEY. In addition, the Trustees shall pay to Settlor such amounts of the corpus as the Trustees, in their sole discretion, deem necessary. 2. DISPOSITION AFTER DEATH OF SETTLOR: Upon the death of the Settlor~ the Trustees may either advance to Settlor's personal representative funds to meet any deficiency encountered by reason of debt, fees, expenses, taxes, and other charges against Settlor's estate being in excess of property in such estate which can reason- ably be liquidated or may pay any or all such charges directly. In determining liabilities and charges under the preceding paragraph, the Trustees may act on such evidence as it shall deem reliable, it being Settlor's intent that the Trustees may be protected without resort to any court if no probate proceedings are required to settle his estate. 3. DIVISION OF TRUST: Trustees shall, on the death of the Settlor, divide the remaining trust property and any property added -:"'4"-~;;"""'_.' thereto under Settlor's Will, after payment of the debts and 2 , . \-.~ FILE\NUM 2003177295 OR BOOR 05044 PAGE 1858 expenses authorized in the preceding paragraphs, into a Marital Portion and a Residuary Credit Shelter Portion. a) MARITAL PORTION: The Marital Portion shall consist of the smallest pecuniary amount that, if allowed as a federal estate tax marital deduction, would result in the least possible federal tax being payable by reason of Settlor's death. If the trust estate is less than the then existing unified credit amount, then' the marital portion shall be zero. In determining this pecuniary amount, the Trustees shall consider credit for state death taxes only to the extent those taxes are thereby incurred or increased, and shall assume that all payments and devises under the Last Will and Testament have been paid in full. When setting aside the Marital Portion, Trustees shall select ~ from the property, including cash, constituting the trust fund, that qualifies for the marital deduction under the federal estate tax law and shall allocate such cash or other selective property to the Marital Portion at the federal estate tax value finally assigned thereto, whether or not such property may have fluctuated in market value at the time of the allocation. Trustees shall, at the time of such allocation, take into account any appreciation or depreciation in the value of any property then available for such allocation, in relation to the federal estate tax value finally assigned thereto, so the assets so selected. are fairly representati ve of any such appreciation or depreciation in the value of the property then available for allocation to the Marital '\7~_;_/'~ _.h Portion. In making such selection, Trustees may (but need not) 3 y# '- ---;-- , "',.' FILE\NUM 2003177295 OR BOOR 05044 PAGE 1859 take into consideration to the extent Trustees, in his sole discretion, shall deem appropriate, the federal income tax basis of the property so selected. It is Settlor's wish (but not direction) that Trustees select assets for allocation to the Marital Portion so as to effect a pro rata apportionment of the assets then available for such allocation, both as to such appreciation or depreciation of such assets and as to the federal income tax basis of such assets. Trustees shall not adjust the interest of any beneficiary as 11 result of any action taken or forborne under the previous provisions of this paragraph, and Trustees shall not be liable to any beneficiary on account of such selection. Anything hereinbefore contained to the contrary notwithstanaing, Trustees shall not allocate to the Marital Portion any united States Treasury Bonds redeemable at par value in payment of any federal estate tax assessed against the Settlor's estate, or any asset which would not be subject to any federal estate tax at the Settlor's death if not allocated to the Marital Portion, . and, in addition, Trustees shall not allocate to the Marital Portion, to the extent there is sufficient other property, any asset which would constitute income in respect of a decedent for federal i~~~me tax purposes, or any asset which would produce for the Settlor's estate a credit for foreign death taxes. I, b) RESIDUARY CREDIT SHELTER PORTION: The- remainder of the trust fund not set aside as the Marital Portion shall be held as a separate trust, hereinafter called the Residuary Credit Shelter Portion. 4 ... , l " '. FILE NUM 2003177295 OR BOOK 05044 PAGE 1860 4. ADMINISTRATION OF TRUSTS: A. Marital Portion. As to the Marital Portion, Trustees shall distribute the Marital Portion to the Trustee of the LAURA EVELYN WINCEY TRUST under Agreement dated August 9 , 1994. B. Residuary Credit Shelter Portion. As to the Residuary Credit Shelter Portion, Trustees shall hold, manage, and reinvest the same, collect the income arising therefrom, payout of such income all taxes, charges and expenses properly payable thereout, and pay over the net income thereof-to the Settlor's spouse during the remainder of spouse's lifetime for the benefit of the Settlor's spouse. ~n the event the Trustees, in Trustee's absolute discretion, shall deem such income insufficient, Trustees shall also pay to or apply for the benefit of the Settlor's spouse such sums out of the principal of the Residuary Credit Shelter Portion herein created, as necessary,- for the Settlor's spouse's health, education, support and maintenance, taking into consideration other sources of income and support available to Settlor's spouse. Upon the death of the Settlor's spouse, LAURA EVELYN WINCEY, the Trustees shall distribute the remaining trust assets and accrued income to Settlor's children, PATRICK ARTHUR WINCEY and MICHAEL ALLEN WINCEY, in equal shares, per stirpes. In the event either of Settlor's children predecease Settlor without leaving lineal descendants, his or her share shall go to augment the share of the surviving child. '~.~7i.:'~ --- ;;;:J) -p~ 5 .. .. FILE NUM 2003177295 OR BOOR 05044 PAGE 1861 Notwithstanding anything contained herein to the contrary, if any beneficiary taking under this paragraph III, (4.B) who would receive an interest in the trust estate is less than twenty-five (25) years of age at the time of distribution, his share shall vest but shall continue in trust until he attains the age of 25. In the meantime, the Trustees are authorized to disburse so much of the income and principal as in the Trustee's sole discretion he deems necessary for the proper support, education (including college) and general welfare of said beneficiary~ In the event the interest of any beneficiary of any trust created hereunder shall violate the Florida Uniform statutory Rule Against Perpetuities as determined under section 689.225 of the Florida statutes, as amended, the terms of such trust shall be reconstrued to require such interest to vest within the time period specified for a valid interest under such statutory provision. In the event it is impossible to reconstrue the terms of such trust to require such interest to vest within the time period specified for a valid interest under such statutory provision, then such trust shall terminate within the time period specified for a valid interest- under such statutory provision. Upon termination, the property held in such trust shall be distributed, free of trust, to the then income beneficiaries thereof, in accordance with their respective income interests in such trust. ':..-:;,:::~~-.. ~H . . 6 ...... , ~ FILE ~UM 2003177295 OR BOOK 05044 PAGE 1862 '. IV. GENERAL DISPOSITION PROVISIONS A. PERIODIC PAYMENTS: Income payments shall be made at least quarter-annually. B. APPLICATION OF INCOM~: Whenever income is directed to be paid to a beneficiary, it may, in the discretion of the Trustee, be applied for the benefit of the beneficiary. C. UNDISTRIBUTED INCOME: Whenever an income beneficiary dies, any accrued but undistributed income shall be paid, when distributable, to the holder or holders of the next estate. D. PAYMENTS TO DISABLED PERSONS: Whenever income or principal is payable to a disabled' person as defined in the paragraph of Article IV entitled "DISABILITY", the Trustee may pay to the guardian of the distributee's estate, may apply such payment for his benefit, may pay directly to him as an allowance, may deposit such payment in a bank account (commercial or savings) or in an account in a Federally insured savings and loan association in his name, or the payment may be held by the Trustee in a separate account for the distributee's benefit as if the Trustee was custodian for the distributee; provided, that the Trustee may, in Trustee's discretion, accumulate income for the benefit of said distributee, distributing any accumulated income to 'him upon the removal of such disability, provided, further, that if said person ':-';';::~.-'-- -'""j .).. ~7/T: 7 ) " '. '" FILE\~M 2003177295 OR BOOK 05044 PAGE 1863 dies before complete distribution, any accumulated income shall be held and distributed as part of the corpus of the trust. E. RECEIPT OF MINOR: Whenever payments are made to a minor, his receipt shall exonerate the Trustee. F. ULTIMATE TAKERS: If ,at any time, there is no one to take under this agreement ,the Trustee shall forthwith pay over the fund to those persons who would have taken the personal estate of Settlor, as if they had then died intestate, domiciled in Florida, under the laws of Florida which then obtain, the shares and proportions of taking to be determined by said laws. G. SPENDTHRIFT PROVISION: No corpus or income payable or to become payable shall be subject to anticipation or assignment by any beneficiary thereof or to attachment by or to the interference or control of any creditor of any such beneficiary, or be taken or reached by any legal or equitable process in satisfaction of any debt or liability of such beneficiary prior to its actual receipt by the beneficiary. H. DISABILITY: If a court of competent jurisdiction or by a panel of two licensed physicians determine that a beneficiary is suffering from physical or mental disability to the extent he is incapable of exercising judgment about or attending to financial and property transactions, such determination reduced to writing and delivered to any beneficiary or contingent beneficiary under this Trust Agreement, shall be conclusive for the purposes of this agreement. i~--. 8 a ", '. '-.~ FIL~ NUM 2003177295 OR BOOK 05044 PAGE 1864 Likewise, if a court of competent jurisdiction or a panel of two physicians determine that a Trustee is suffering from physical or mental disability to the extent he is incapable of judgment about or attending to financial and property transactions, such determination reduced to writing shall be sufficient to relieve the Trustee of his duties under this agreement and said duties shall pass to the Successor Trustee. I. CONSTRUCTION: In construing this instrument, con- sideration shall be given to the fact that the singular and plural and the masculine, feminine and neuter have been used interchangeably. The headings of the articles and paragraphs of this agreement are inserted for convenience of reference only, and shall not be used in construction or interpretation. V. TRUSTEE A. Ap~ointment of Successor Trustees. 1. If either Co-Trustee is unable or unwilling to serve as Trustee, then the remaining named Co-Trustee shall serve as sole Trustee. However, LAURA EVELYN WINCEY shall not serve as Trustee of the Credit Shelter Trust. At such time as the Credit Shelter Trust is_.~_~!ablished, the Trustee named in Article V, paragraph (A)(2) shall assume the duties of the Trustee. 2. In the event that both Co-Trustees are unable or unwilling to serve, then Settlor appoints his sons, PATRICK ARTHUR WINCEY and MICHAEL ALLEN WINCEY, to serve as Successor Co-Trustees. ~':.f::#= .~... .-.- - , ;;_. )U ~717~ 9 ,,4 '. "'-- FILEINUM 2003177295 OR BO~ 05044 PAGE 1865 Co-Trustees are authorized to act independently and the actions of one Co-Trustee shall be binding upon the Trust. B. Wai ver of Bond. No indi vidual Trustee or successor Trustee hereunder shall be required to furnish any bond or other security in any jurisdiction for the faithful performance of his or her duties as such, the same being expressly waived hereby. C. compensation of Trustee. The Trustee shall be entitled to reasonable compensation for services rendered hereunder. Any addi tional . duties and responsibilities due to acquisition of additional trust property or the transfer into trust of additional property shall be considered in determining the amount, but it shall not exceed the amount allowable by law at the time compensation becomes payable. D. Accounting by Trustee. The Trustee shall prepare an account for each taxable year of such trust, and, whenever such Trustee ceases to serve, an account shall be prepared from the time of the last prior account through the end of the period of service. The Trustee shall keep each account available for inspection by and may deliver copies to the beneficiaries eligible within the period covered thereby to receive benefits from the trust which is the subject bf said account. The written approval of an account by ~ such a beneficiary, or by his or her parent or guardian if such beneficiary is a minor or otherwise incompetent, shall be final and binding 'as to all matters stated therein or shown thereby upon that beneficiary and upon all persons then or thereafter claiming any :~.:2.:.r~ --. inte?~st through or under him or her in the income or principal of 10 ~ ... .. -' :-- 'c. FILE'NUM 2003177295 OR BOOK 05044 PAGE 1866 such trust. Failure of such beneficiary, or of his or her parent or guardian if such beneficiary is a minor or otherwise incompetent, to deliver to the Trustee written objection to an account within thirty (30) days after receipt thereof shall constitute the final and binding approval thereof by that beneficiary. E. Resignation. The Trustee may resign by delivering written resignation upon thirty (30) days' notice to any competent adult beneficiary or the parent or guardian of a minor or otherwise incompetent beneficiary then entitled to distributions hereunder. If no successor Trustee who is willing and able to serve has been designated by Settlor herein, a majority of the beneficiaries then entitled to distributions hereunder (a minor or otherwise incompetent beneficiary to be represented by his/her parent or guardian) shall have the right within such thirty (30) day period to appoint a successor Trustee and shall notify the resigning Trustee' of such appointment. In the event the said beneficiaries shall fail to designate a successor Trustee wi thin the time specified, the then acting Trustee may apply to a court of competent jurisdiction for leave to resign and for the appointment of a successor Trustee and the judicial settlement of such resigning Trustee's account. ~,. F. Succession of Trustees. 1. Any successor Trustee shall accept the office by written instrument and shall assume the duties thereof immediately .::'.~~~... --- uporr:-deli very of the acceptance to any adult beneficiary then 11 );;;-M .... - ..of . ~' FILE NUM 2003177295 OR BOOK 05044 PAGE 1867 entitled to distributions hereunder, or, if none, to the parent or guardian of any' minor or otherwise incompetent beneficiary then entitled to distributions hereunder, without the necessity of any other act, conveyance or transfer. 2. The title to the Trust Estate shall vest forthwith in any successor Trustee acting pursuant to the provisions hereof, but any resigning or removed Trustee shall execute all instrument and do all acts necessary to vest such title in any successor Trustee without court accounting. A successor Trustee shall have no duty to examine the accounts, records and acts of the previous Trustee or Trustees and shall in no way or manner be responsible for any act or omission to act on the part of any previous Trustee. Any claim or action against any previous Trustee must in any event be asserted or filed by any beneficiary within one year after such Trustee ceases to serve. 3. Each successor Trustee shall have, exercise and enjoy all of the rights, privileges an powers, both discretionary and ministerial, as are herein given to the original Trustee and shall incur all of the duties and obligations imposed upon the said original Trustee. VII. ADMINISTRATIVE POWERS In the administration and distribution of 'any Trust or fund created hereunder, the Trustee shall have the power and authori ty conferred by Florida Statutes Section 737.402 as amended. ~.,ifd~ ._.~. 12 ~~. . , FILE'MUM 2003177295 OR BOOK 05044 PAGE 1868 Additionally, the Trustee shall have the following additional power and authority; a) To acquire, encumber and dispose of real and personal property without the prior or subsequent approval of any court, and no purchaser or lender shall be held liable to see the propriety of the transaction nor to the application of proceeds. It is Settlor's intention to grant the Trustee a general power of sale, and any action taken pursuant, thereto shall be valid without, showing of necessity and without authorization or confirmation of Court. b) To make distributions (including the satisfaction of any pecuniary distribution) in cash or in specific property, real or personal, or an undivided interest therein or partly in cash and partly in such property, and to do so without regard to the income tax basis or specific property allocated to any distributee (including the Trust); and such power shall not be exercised in such a way that it will affect the deductibility of any devise for charitable or marital deduction purposes. c) To distribute a distribution to a distributee who is a minor at the time of distribution to the minor's custodian under the Florida Gifts to Minor's Act. If there is not such custodian, such custodian may be appointed by the Trustee, and any party serving as Trustee may be appointed as custodian. d) To permit any person having any interest in the income of any Trust to occupy any real property forming a part of any Trust . :,:~:r:ii1!= -- upon-such terms as the Trustee shall deem proper, whether rent- 13 . _to " FILE~UM 2003177295 OR BOOK 05044 PAG~ 1869 free, or in consideration of the payment of taxes, insurance, maintenance and ordinary repairs, or otherwise. e) The Trustee,' if the Trustee is either Grantor or Grantor's spouse, is authorized to buy, sell and trade in securities of any nature, including short sales, on margin, and for such purposes may maintain and operate margin accounts with brokers, and may pledge any securities held or purchased by them with such brokers as security for loans and advances made to the Trustee. All other Successor Trustees are authorized to exercise these powers mentioned immediately hereinabove in this paragraph (e) excluding short sales, on margin or pledge any securities held or purchased by them with such brokers as security for loans and advances made to the Trustee. f) The Trustee is authorized to sign checks, orders to withdraw or to make deposits on accounts at any financial institution. Also, to place stop payment orders on checks or on any assets owned by this Trust. And included is the right to obtain certificates of deposit, money market, other accounts or investments and the right to withdraw early certificates of deposit regardless of any penalty involved or to borrow against certificates of deposit or other accounts. g) The Trustee may hold non productive assets originally owned by the Trust as of the date of Settlor's death or added to the Trust because of Settlor's death or the death of Settlor's spouse without being responsible to the unproductive asset statutes :~'d":j~f=- - '. provided by State law. 14 ~ " FILE ',NUM 2003177295 OR BOOK 05044 PAGE 1870 " VIII. EXCULPATORY TRUSTEE: The Trustee shall not be liable for the acts, omissions or defaults of any agent appointed with due care, and he shall be held to no obligation whatever under the terms of this agreement ~xcept for the exercise of good faith and ordinary diligence in the discharge of those duties which, by the terms of this instrument, he has expressly undertaken. A successor Trustee shall be under no obligation to inquire into the acts or examine the accoun~s of anyone who was a Trustee prior to the qualification of such successor and, in no event, shall he be liable for acts, omissions or failures to account properly prior to qualification. The Trustee shall like-wise be under no obligation to inquire into or examine the acts or accounts of a personal representative who is transferring property to Trustee. INSURANCE COMPANIES: If this trust is named as the beneficiary of any life insurance, the insurance company shall not be bound to look to the terms, construction, legal effect or performance of this instrument or the trust hereby created, but its obligation shall be fully discharged by the receipt of Trustee. PURCHASER SEEING TO APPLICATION BY TRUSTEE: No purchaser from or othe':':;""'person dealing with Trustee shall be responsible for the application of any purchase money or other thing of value paid or deli~ered to him, but the receipt of Trustee shall be a full dis'~:narge; and no purchaser or other person dealing with the I ~:~ 15 /;;-4 .. . , . .. FILE"-NUM 2003177295 OR BOOK 05044 PAGE 1871 Trustee and ~o issuer, or transfer agent or other agent of any issuer of any securities to which any dealing with Trustee should relate, shall be under obligation to ascertain or inquire into the power of Trustee to purchase, sell, exchange, transfer, mortgage, pledge, le~se, distribute or otherwise in any manner dispose of or deal with any security or any other property held by Trustee or comprised in this estate. The certificate of Trustee that Trustee is acting according to the terms of this instrument shall fully protect all persons dealing with the Trustee. VX. CONFLICT OF LAW This trust is established and accepted by the Trustees under the laws of the state of Florida and all questions concerning its validi ty, construction and administration, except as otherwise specifically provided, shall be determined under such laws. IN WITNESS WHEREOF, the parties have executed this Agreement as Settlor and Trustee. WITNESSES: ~# " FILE-NUM 2003177295 OR BOOK 05044 PAGE 1872 " .. .. STATE OF FLORIDA COUNTY OF ORANGE On this 9 day of August , 1994, before me, a Notary Public in and for said County and State, personally appeared CHARLES W..WINCEY and LAURA EVELYN WINCEY, to me known to 'be the persons described herein, or who has produced their Florida Driver's License as identification, and who executed the within instrument as Settlor and/or Co-Trustee, and who acknowledged the same to be their free act and deed. Y PUBLIC Co ission No: My Commission Ex . MONDAY Notary Public, StDte of Florida My Comm. Exp. Feb. 6. 1998 Comm. No. CC 348739 17 , . ". 4l FILE'-NUM 2003177295 OR BOOK 05044 PAGE 1873 SCHEDULE "A" OF THE CHARLES W. WINCEY TRUST AGREEMENT 1. The East half (E 1/2) of Lot 3, BIQck "C", and the East half (E 1/2) of Lot 3, Block "0" of Mitchell's Survey of Levy Grant on Lake Jessup according to plat thereof as recorded in Plat Book 1, page 5, of the public records of Seminole County, Florida. .:'~':';:::~.:.:...i_.'-~ ",,:;;':..;..00::;'-. 18 ~~ , t . "",. >, \ ~" ~(Q)[F)W FIL~ NUM 2003177295 OR moOK 05044 PAGE 1874 TRUST AGREEJ(JnfT TRUST AGREEMENT executed this 9 day of August , 1994, by LAURA EVELYN WINCEY, hereinafter referred to as "Settlor", and LAURA EVELYN WINCEY and CHARLES W. WINCEY, as "Co-Trustees". Co- Trustees are authorized to act independently and the actions of one Co-Trustee shall be binding upon the Trust. I. ESTABLISHMENT OF TRUST Settlor establishes this trust, which shall be known as the LAURA EVELYN WINCEY TRUST to act as a receptacle for property which may be transferred to the Trustees during the term of the trust. Property to be presently included in the trust is set forth in Schedule "A" attached hereto. Additions of property may be made by Settlor or others by assignment, gift, devise, bequest, testamentary or inter vivos appointment, or by making the trust the beneficiary of an insurance policy on the life of either Settlor or another. Trustees agree to hold the same in trust for the purposes and on the conditions hereinafter set forth. II. . RESERVATIONS Settlor reserves the right to alter, amend, revoke or terminate this agreement in whole or in part. The above shall be on.::written notice to the Trustees (Settlor's will shall not ~:x~C.- constitute such notice); provided, however, that if altered or ';. ~ 1 ;(~A: EXHIBIT "D" .' " , , ,. \ ',"-' FIL~UM 2003177295 OR BOOK 05044 PAGE 1875 amended, the duties, powers and responsibilities of Trustees shall not be changed substantially without Trustees consent. Trustees agree to reassign or reconvey to Settlor any property affected by the exercise of such right. III. DISTRIBUTION 1. DURING THE LIFE OF THE SETTLOR: During the life of the Settlor, Trustees shall hold and manage the trust estate and pay all net income of the trust to Settlor for the care and support of the Settlor and her spouse, CHARLES W. WINCEY. In addition, the Trustees shall pay to Settlor such amounts of the corpus as the Trustees, in their sole discretion, deem necessary. 2. DISPOSITION AFTER DEATH OF SETTLOR: Upon the death of the Settlor, the Trustees may either advance to Settlor's personal representative funds to meet any deficiency encountered by reason of debt, fees, expenses, taxes, and other charges against Settlor's estate being in excess of property in such estate which can reason- ably be liquidated or may pay any or all such charges directly. In determining liabilities and charges under the preceding paragraph, the Trustees may act on such evidence as it shall deem reliable, it being Settlor's intent that the Trustees may be protected without resort to any court if no probate, proceedings are I, required to settle his estate. 3. DIVISION OF TRUST: Trustees shall, on the death of the Settlor, divide the remaining trust property and any property added ;:,:<:-~~.- -~. .."-"';';':':~- thereto under Settlor's Will, after payment of the debts and 2 X~2f . . , . FILE~UM 2003177295 OR SOaK 05044 PAGE 1876 ., expenses authorized in the preceding paragraphs, into a'Marital portion and a Residuary Credit Shelter Portion. a) MARITAL PORTION: The Marital Portion shall consist of the smallest pecuniary amount that, if allowed as a federal estate tax marital deduction, would result in the least possible federal ta~ being payable by reason of Settlor's death. If the trust estate is less than the then existing unified credit amount, then the marital portion shall be zero. In determining this pecuniary amount, the Trustees shall consider credit for state death taxes only to the extent those taxes are thereby incurred or increased, and shall assume that all paYments and devises under the Last will and Testament have been paid in full. When setting aside the Marital Portion, Trustees shall select from the property, including cash, constituting the trust fund, that qualifies for the marital deduction under the federal estate tax law and shall allocate such cash or other selective property to the Marital Portion at the federal estate tax value finally assigned thereto, whether or not such property may have fluctuated in market value at the time of the allocation. Trustees shall, at the time of such allocation, take into account any appreciation or dep:ecia~~~~ in the value of any property then available for such allocation, in relation to the federal estate tax value finally assigned thereto, so the assets so selected' are fairly representati ve of any such appreciation or depreciation in the value of the property then available for allocation to the Marital 2~__-fj~--- Por.rton . In making such selection, Trustees may (but need not) 3 eX ~ ;?/ . '. . 1 " "'-- FILE_NUM 2003177295 OR BOOK 05044 PAGE 1877 . . take into consideration to the extent Trustees, in his sole discretion, shall deem appropriate, the federal income tax basis of the property so selected. It is Settlor's wish (but not direction) that Trustees select assets for allocation to the Marital Portion so as to effect a pro rata apportionment of the assets then available for such allocation, both as to such appreciation or depreciation of such assets and as to the federal income tax basis of such assets. Trustees shall not adjust the interest of any beneficiary as a result of any action taken or forborne under the previous provisions of this paragraph, and Trustees shall not be liable to any beneficiary on account of such selection. Anything hereinbefore contained to the contrary notwithstanding, Trustees shall not allocate to the Marital Portion any United states Treasury Bonds redeemable at par value in payment of any federal estate tax assessed against the Settlor's estate, or any asset which would not be subject to any federal estate tax at the Settlor's death if not allocated to the Marital Portion, and, in addition, Trustees shall not allocate to the Marital Portion, to the extent there is sufficient other property, any asset which would constitute income in respect of a decedent for federal i!1_~.~_me tax purposes, or any asset which would produce for the Settlor's estate a credit for foreign death taxes. b) RESIDUARY CREDIT SHELTER PORTION: The-remainder of the trust fund not set aside as the Marital Portion shall be held ; :' as - a separate trust, hereinafter called the Residuary Credit :::::::;.:e:;: Shelt-er Portion. 4 A,tA: . . , . FlUE .NUM 2003177295 OR BOOK 05044 PAGE 1878 4. ADMINISTRATION OF TRUSTS: A. Marital Portion. As to the Marital Portion, Trustees shall distribute the Marital Portion to the Trustee of the CHARLES W. WINCEY TRUST under Agreement dated August 9 , 1994. B. Residuary Credit Shelter Portion. As to the Residuary Credit Shelter Portion, Trustees shall hold, manag~, and reinves~ the same, collect the income arising therefrom, payout of such income all taxes, charges and expenses properly payable thereout, and pay over the net income thereof ,to the Settlor's spouse during the remainder of spouse's lifetime for the benefit of the Settlor's spouse. In the event the Trustees, in Trustee's absolute discretion, shall deem such income insufficient, Trustees shall also pay to or apply for the benefit of the Settlor's spouse such sums out of the principal of the Residuary Credit Shelter Portion herein created, as necessary, for the Settlor's spouse's health, education, support and maintenance, taking into consideration other sources of income and support available to Settlor's spouse. Upon the death of the Settlor's spouse, CHARLES W. WINCEY, the Trustees shall distribute the remaining trust assets and accrued income tC>.._._~~ttlor' s children, PATRICK ARTHUR WINCEY and MICHAEL ALLEN WINCEY, in equal shares, per stirpes. [, In the event either of Settlor's children predecease Settlor without'leaving lineal descendants, his or her share shall go to augment the shares of the surviving child. -=....~~--_. 5 O(~;4 , , . FIL!::~...NUM 2003177295 OR BOOK 05044 PAGE 1879 . l Notwithstanding anything contained herein to the contrary, if any beneficiary taking under this paragraph III, (4.B) who would receive an.interest in the trust estate is less than twenty-five (25) years of age at the time of distribution, his share shall vest but shall continue in trust until he attains the age of 25. In the meantime, the Trustees are authorized to disburse so much of the income and principal as in the Trustee's sole discretion he deems necessary for the proper support, education (including college) and general welfare of said beneficiary. In the event the interest of any beneficiary of any trust created hereunder shall violate the Florida Uniform statutory Rule Against Perpetuities as determined under section 689.225 of the Florida statutes, as amended, the terms of such trust shall be reconstrued to require such interest to vest within the time period specified for a valid interest under such statutory provision. In the event it is impossible to reconstrue the terms of such trust to require such interest to vest within the time period specified for a valid interest under such statutory provision, then such trust shall terminate within the time period specified for a valid interest_~!.l:~er such statutory provision. Upon termination, the property held in such trust shall be distribut~d, free of trust, to the then income beneficiaries thereof, in accordance with their respective income interests in such trust. .,;:~~- -- 6 cX:~~ . " '-.- F I LE.,j~IUM 2003177295 OR BOOK 05044 PAGE 1880 . . . , ,( . IV. GENERAL DISPOSITION PROVISIONS - A. PERIODIC PAYMENTS: Income payments shall be made at least quarter-annually. B. APPLICATION OF INCOME: Whenever income is directed to be paid to a beneficiary, it may, in the discretion of the Trustee, be applied for the benefit of the beneficiary. C. UNDISTRIBUTED INCOME: Whenever an income beneficiary dies, any accrued but undistributed income shall be paid, when distributable, to the holder or holders of the next estate. D. PAYMENTS TO DISABLED PERSONS: Whenever income or principal is payable to a disabled person as defined in the paragraph of Article IV entitled "DISABILITY", the Trustee may pay to the guardian of the distributee's estate, may apply such payment for his benefit, may pay directly to him as an allowance, may deposit such payment in a bank account (commercial or savings) or in an account in a Federally insured savings and loan association in his name, or the payment may be held by the Trustee in a separate account for the distributee's benefit as if the Trustee was, cust6~~.~n for the distributee; provided, that the Trustee may, in Trustee's discretion, accumulate income for the benefit of said distributee, distributing any accumulated income to"him upon the removal of such disability, provided, further, that if said person ;"if1,€= "-- 7 eX'!.:;#- . . . . F I LE.....NUM 20031 77295 OR BOOK 05044 PAGE 1881 , , to the then income beneficiaries thereof, in accordance with their respective income interests in such trust. IV. GENERAL DISPOSITION PROVISIONS A. PERIODIC PAYMENTS: Income payments shall be made at least quarter-annually. B. APPLICATION OF INCOME: Whenever income is directed to be paid to a beneficiary, it may, in the discretion of the Trustee, be applied for the benefit of the beneficiary. C. UNDISTRIBUTED INCOME: Whenever an income beneficiary dies, any accrued but undistributed income shall be paid, when distributable, to the holder or holders of the next estate. D. PAYMENTS TO DISABLED PERSONS: Whenever income or principal is payable to a disabled person as defined in the paragraph of Article IV entitled "DISABILITY", the Trustee may pay to the guardian of the distributee's estate, may apply such payment for his benefit, may pay directly to him as an allowance, may deposit such payment in a bank account (commercial or savings) or in an account in a Federally insured savings and loan association in his name, or the payment may be held by the Trustee in a sep~rate~~~ount for the distributee's benefit as if the Trustee was custodian for the distributee; provided, that the Trustee may, '.:.' in Trustee's discretion, accumulate income for the benefit of said distributee, distributing any accumulated income to him upon the removal of such disability, provided, further, that if said person 2'~~"'-- 7 O(~~ ,. .... ",," 1. FIL~.~NUM 2003177295 OR BOOK 05044 PAGE 1882 dies before complete distribution, any accumulated income shall be held and dtstributed as part of the corpus of the trust. E. RECEIPT OF MINOR: Whenever paYments are made to a minor, his r~ceipt shall exonerate the Trustee. F. ULTIMATE TAKERS: If, at any time, there is no one to take under this agreement, the Trustee shall forthwith pay over the fund to those persons who would have taken the personal estate of Settlor, as if they had then died intestate, domiciled in Florida, under the laws of Florida which then obtain, the shares and proportions of taking to be determined by said laws. G. SPENDTHRIFT PROVISION: No corpus or income payable or to become payable shall be subject to anticipation or assignment by any beneficiary thereof or to attachment by or to the interference or control of any creditor of any such beneficiary, or be taken or reached by any legal or equitable process in satisfaction of any debt or liability of such beneficiary prior to its actual receipt by the beneficiary. H. DISABILITY: If a court of competent jurisdiction or by a panel of two licensed physicians determine that a beneficiary is sUffering from physical or mental disability to the extent he is incapable of exercising judgment about or attending to financial and property transactions, such determination reduced to writing and delivered to any beneficiary or contingent beneficiary under this Trust Agreement, shall be conclusive for the purposes of this i ~: \ agreement. _~~:E-~ _.- 8~~A '. FILE.,J~UM 2003177295 OR BOOK 05044 PAGE 1883 . '" ,\ Likewise, if a court of competent jurisdiction or a panel of two physicians determine that a Trustee is suffering from physical or mental disability to the extent he is incapable of judgment about or attending to financial and property transactions, such determination reduced to writing shall be sufficient to relieve the Trustee of his duties under this agreement and said duties shall pass to the Successor Trustee. I. CONSTRUCTION: In construing this instrument, con- sideration shall be given to the fact that the singular and plural and the masculine, feminine and neuter have been used interchangeably. The headings of the articles and paragraphs of this agreement are inserted for convenience of reference only, and shall not be used in construction or interpretation. v. TRUSTEE A. Appointment of Successor Trustees. 1. If either Co-Trustee is unable or unwilling to serve as Trustee, then the remaining named Co-Trustee shall serve as sole Trustee. However, CHARLES W. WINCEY shall not serve as Trustee of the Credit Shelter Trust. At such time as the Credit Shelter Trust is established, the Trustee named in Article V, paragraph (A)(2) shall assume the duties of the Trustee. !,':, 2. In the event that both Co-Trustees are unable or unwilling to. serve as Co-Trustee, then Settlor appoints her sons, PATRICK ARTHUR WINCEY and MICHAEL ALLEN WINCEY, to serve as ,,:..:;-:::~.-- Successor Co-Trustees. Co-Trustees are authorized to act 9 ~~dJ: . .' " . .. \ FILE-NUM 2003177295 OR BOOK 05044 PAGE 1884 independently. and the actions of one Co-Trustee shall be binding upon the Trust. B. wai ver of Bond. No indi vidual Trustee or successor Trustee hereunder shall be required to furnish any bond or other security in any jurisdiction for the faithful performance of his or her duties as such, the same being expressly waived hereby. C. Compensation of Trustee. The Trustee shall be entitled to reasonable compensation for services rendered hereunder. Any additional duties and responsibilities due to acquisition of additional trust property or the transfer into trust of additional property shall be considered in determining the amount, but it shall not exceed the amount allowable by law at the time compensation becomes payable. D. Accounting by Trustee. The Trustee shall prepare an account for each taxable year of such trust, and, whenever such Trustee ceases to serve, an account shall be prepared from the time of the last prior account through the end of the period of service. The Trustee shall keep each account available for inspection by and may deliver copies to the beneficiaries eligible within the period covered thereby to receive benefits from the trust which is the subject of said account. The written approval of an account by such a beneficiary, or by his or her parent or guardian if such ;-; beneficiary is a minor or otherwise incompetent, shail be final and binding 'as to all matters stated therein or shown thereby upon that beneficiary and upon all persons then or thereafter claiming any .2.Q~.'-- interest through or under him or her in the income or principal of 10 ~L7f . '.. :"... ... ." FILENUM 2003177295 OR aDaK 05044 PAGE 1885 such trust. Failure of such beneficiary, or of his or her parent or guardian if such beneficiary is a minor or otherwise incompetent, to deliver to the Trustee written objection to an account within thirty (30) days after receipt thereof shall constitute the final and binding approval thereof by that beneficiary. E. Resignation. The Trustee may resign by delivering written resignation upon thirty (30) days' notice to any competent adult beneficiary or the parent or guardian of a minor or otherwise incompetent beneficiary then entitled to distributions hereunder. If no successor Trustee who is willing and able to serve has been designated by Settlor herein, a majority of the beneficiaries then entitled to distributions hereunder (a minor or otherwise incompetent beneficiary to be represented by his/her parent or guardian) shall have the right within such thirty (30) day period to appoint a successor Trustee and shall notify the resigning Trustee of such appointment. In the event the said beneficiaries shall fail to designate a successor Trustee within the time specified, the then acting Trustee may apply to a court of competent jurisdiction for leave to resign and for the appointment of a successor Trustee and the judicial settlement of such resigning Trustee's account. H F. Succession of Trustees. 1. Any successor Trustee shall accept the office by written instrument and shall assume the duties thereof immediately 2:.:f:.;~ ,-- upo~deli very of the acceptance to any adult beneficiary then 11 /1;1/: . l ,.. , l FILE INUM 2003177295 OR BOOK 05044 PAGE 1886 entitled to distributions hereunder, or, if none, to the parent or guardian of any minor or otherwise incompetent beneficiary then entitled to distributions hereunder, without the necessity of any other act, conveyance or transfer. 2. The title to the Trust Estate shall vest forthwith in any successor Trustee acting pursuant to the provisions hereof, but any resigning,or removed Trustee shall execute all instrument and do all acts necessary to vest such title in any successor Trustee without court accounting. A successor Trustee shall have no duty to examine the accounts, records and acts of the previous Trustee or Trustees and shall in no way or manner be responsible for any act or omission to act on the part of any previous Trustee. Any claim or action against any previous Trustee must in any event be asserted or filed by any beneficiary within one year after such Trustee ceases to serve. 3. Each successor Trustee shall have, exercise and enjoy all of the rights, privileges an powers, both discretionary and ministerial, as are herein given to the original Trustee and shall incur all of the duties and obligations imposed upon the said original Trustee. VII. ADMINISTRATIVE POWERS In the administration and distribution of , any Trust or fund created hereunder, the Trustee shall have the power and authority conferred by Florida Statutes Section 737.402 as amended. 12 ofL.YI .. .. to . I ,., "- FIL~ NUM 2003177295 OR BGOK 05044 PAGE 1887 Addi tionally, ,the Trustee shall have the following additional power and authority; a) To acquire, encumber and dispose of real and personal property without the prior or subsequent approval of any court, and no purchaser or lender shall be held liable to see the propriety of the transaction nor to the application of proceeds. It is Settlor's intention to grant the Trustee a general power of sale, and any action taken pursuant thereto shall be valid without showing of necessity and without authorization or confirmation of Court. b) To make distributions (including the satisfaction of any pecuniary distribution) in cash or in specific property, real or personal, or an undivided interest therein or partly in cash and partly in such property, and to do so without regard to the income tax basis or specific property allocated to any distributee (including the Trust); and such power shall not be exercised in such a way that it will affect the deductibility of any devise for charitable or marital deduction purposes. c) To distribute a distribution to a distributee who is a minor at the time of distribution to the minor's custodian under the Florida Gifts to Minor's Act. If there is not such custodian, such custodian may be appointed by the Trustee, and any party serving as Trustee may be appointed as custodian. d) , To permit any person having any interest in the income of any Trust to occupy any real property forming a part of any Trust upon~such terms as the Trustee shall deem proper, whether rent- 13 /L~ . \ I" '. '. , '" I \~, FILE NUM 2003177295 OR B06K 05044 PAGE 1888 free, or in consideration of the payment of taxes, insurance, maintenance and ordinary repairs, or otherwise. e) The Trustee, if the Trustee is either Grantor or Grantor's spouse, is authorized to buy, sell and trade in securities of any nature, including short sales, on margin, and for such purposes may maintain and operate margin accounts with brokers, and may pledge any securities held or purchased by them with such brokers as security for loans and advances made to the Trustee. All other Successor Trustees are authorized to exercise these powers mentioned immediately hereinabove in this paragraph (e) excluding short sales, on margin or pledge any securities held or purchased by them with such brokers as security for loans and advances made to the Trustee. f) The Trustee is authorized to sign checks, orders to withdraw or to make deposits on accounts at any financial institution. Also, to place stop payment orders on checks or on any assets owned by this Trust. And included is the right to obtain certificates of deposit, money market, other accounts or investments and the right to withdraw early certificates of deposit regardless of any penalty involved or to borrow against certificates of deposit or other accounts. g) The Trustee, may hold non productive assets originally owned by the Trust as of the date of Settlor's death or added to the Trust because of Settlor's death or the death of Settlor's spouse without being responsible to the unproductive asset statutes .7~'.:2.:.:~. ~-"- provided by State law. 14 r/ ~.~ . \ ." /4" .' i \...,--- FILEINUM 2003177295 OR BO~ 05044 PAGE 1889 VIII. EXCULPATORY TRUSTEE: The Trustee shall not be liable for the acts, omissions or defaults of any agent appointed with due care, and he shall be held to no obligation whatever under the terms.of this agreement except for the exercise of good faith and ordinary diligence in the discharge of those duties which, by the terms of this instrument, he has expressly undertaken. A successor Trustee shall be under no obligation to inquire into the acts or examine the accounts of anyone who was a Trustee prior to the qualification of such successor and, in no event, shall he be liable for acts, omissions or failures to account properly prior to qualification. The Trustee shall like-wise be under no obligation to inquire into or examine the acts or accounts of a personal representati ve who is transferring property to Trustee. INSURANCE COMPANIES: If this trust is named as the beneficiary of any life insurance, the insurance company shall not be bound to look to the terms, construction, legal effect or performance of this instrument or the trust hereby created, but its obl~gatio~s~hall be fully discharged by the receipt of Trustee. PURCHASER SEEING TO APPLICATION BY TRUSTEE: No purchaser from or other person dealing with Trustee shall be responsible for the application of any purchase money or other thing of value paid or delivered to him, but the receipt of Trustee shall be a full 7.;;::;::.... --- disch-arge; and no purchaser or other person dealing with the 15o(j::i . \ .. ,. '. ,,' FIL~ NUM 2003177295 OR BDaK 05044 PAGE 1890 Trustee and no issuer, or transfer agent or other agent of any issuer of any securities to which any dealing with Trustee should relate, shall be under obligation to ascertain or inquire into the power of Trustee to purchase, sell, exchange, transfer, mortgage, pledge, lease, distribute or otherwise in any manner dispose of or deal with any security or any other property held by Trustee or comprised in this estate. The certificate of Trustee that Trustee is acting according to the terms of this instrument shall fully protect all persons dealing with the Trustee. vx. CONFLICT OF LAW This trust is established and accepted by the Trustees under the laws of the state of Florida and all questions concerning its validi ty, construction and administration, except as otherwise specifically provided, shall be determined under such laws. IN WITNESS WHEREOF, the parties have executed this Agreement as Settlor and Trustee. WITNESSES: ~~~/~ . LAU EVELYN WINCEY . ~~~~ ARLES W. WINCEY , as Co-Trustee 16 ~~gf- .. . i. Jt '. ".. FILE NUM 2003177295 OR BooK 05044 PAGE 1891 STATE OF FLORIDA COUNTY OF ORANGE On this 9 day of August , 1994, before me, a Notary Public in and for said County and State, personally appeared LAURA EVELYN WINCEY and CHARLES W. WINCEY, to me known to be the persons described herein, or who has produced their Florida Driver's License as identification, and who executed the within instrument as Settlor and/or Co-Trustee, and who acknowledged the same to be their free act and deed. NOTARY PUBLIC ~;J;' J. 'it..~? COmm.lSS10n No :.".::' My Commission AY . Florida : My Comm. Exp. Feb. 6, 1998 Comm. No. CC 348739 17 X/ ;;/ ..,,\'D''''''''l''l\<~~_,.'~m_;--- < ; 1;., "- .. \''- FILENUM 2003177295 OR BOBK 05044 PAGE 1892 SCHEDULE "A" OF THE LAURA EVELYN WINCEY TRUST AGREEMENT 1. That certain mortgage bearing date the 12th day of JUly, 1993 made by REINALDO M. SUAREZ and DONNA LYNNE SUAREZ, his wife, in favor of CHARLES W. WINCEY AND LAURA E. WINCEY, his wife, and recorded in Official Records Book 4596, page 2003, public records of Orange County, Florida, upon the following described piece or parcel of land, situate and being in said County and State, to~ wit: Lot 7, 8, 9, 10, 11 and 12, Block G, Conway Park, according to the plat thereof.as recorded in Plat Book N, page 41, Public Records of Orange County, Florida. 2. That certain Promissory Note executed by REINALDO M. SUAREZ and DONNA LYNNE SUAREZ, bearing the date of July 12, 1993, in the principal amount of $350,000.00. 3. Dean witter account 18 or:4;#;