HomeMy WebLinkAboutBarnett Banks Trust Company Escrow Deposit Agreement PE -1985 06 01BM&0 DRAFT
06/10/85
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of June 1, 1985, by
and between the CITY OF WINTER SPRINGS, FLORIDA ( the "Issuer" ) and
Barnett Banks Trust Company, N.A, Jacksonville, Florida, a banking
association organized under the laws of the United States of
America, as Escrow Holder (the "Escrow Holder");
W I T N E S S E T H:
WHEREAS, the Issuer has previously authorized and issued obli-
gations, hereinafter defined as the "Refunded Bonds", as to which
the current Total Debt Service (as hereinafter defined) is set
forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of
the Total Debt Service of the Refunded Bonds by depositing with the
Escrow Holder an amount which together with investment earnings
thereon is at least equal to such Total Debt Service; and
WHEREAS, in order to obtain the funds needed for such purpose,
the Issuer has authorized and is, concurrently with the delivery of
this Agreement, issuing the Bonds, as defined herein; and
WHEREAS, the execution of this Escrow Deposit Agreement and
full performance of the provisions hereof shall defease and dis-
charge the Issuer from certain of the aforestated obligations;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the Issuer and the Escrow Holder agree
as follows:
SECTION 1. Definitions. As used herein, the following terms
mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means as to the Refunded Bonds the
interest on the Refunded Bonds coming due in such year and the
principal of, interest on and redemption premiums, if any, with
respect to the Refunded Bonds called for redemption as shown on
Schedule A attached hereto and h ereby made a part hereof.
(c) "Bonds" means the $5,615,000 City of Winter Springs,
Florida Water and Sewer Refunding Revenue Bonds, Series 1985.
(d ) "Call Date" shal l have the same meani g as set forth in
the Redemption Resolution.
(e) "Escrow Account" means the account hereby created and
entitled Escrow Account established and held by the Escrow Holder
pursuant to this Agreement, in which cash and investments will be
held for payment of the Refunded Bonds and Expenses.
(f) "Escrow Holder" means Barnett Banks Trust Company, N.A.,
Jacksonville, Florida.
(g) "Escrow Requirement" means, as of any date of calcula-
tion, the sum of an amount in cash and principal amount of Federal
Securities in the Escrow Account which together with the interest
due on the Federal Securities will be sufficient to pay as the
installments thereof become due the Total Debt Service on the
Refunded Bonds and to pay all Expenses then unpaid.
(h) "Expenses" means the expenses set forth on Schedule B
attached hereto and hereby made a part hereof.
(i) "Federal Securities" means direct obligations of the
United States of America and obligations the principal of and
interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the United States of America. '
(j ) "Issuer" means the City of Winter Springs, Florida, a
municipal corporation of the State of Florida.
(k) "Redemption Resolution" means a resolution adopted by
the governing body of the Issuer which provides for redemption of
the Refunded Bonds on the Call Date, irrevocably instructs the
Escrow Holder to give notice of such redemption, and directs the
paying agents of the Refunded Bonds to pay the Refunded Bonds and
the interest thereon upon surrender thereof at maturity or their
Call Date, whichever is earlier, including, in the case of payment
on a Call Date, the surrender of all unmatured coupons appertain-
ing thereto, if any.
(1) "Refunded Bonds" means the presently outstanding bonds
of the following issues:
$5,035,000 City of Winter Springs, Florida Water and
Sewer Revenue Bonds, Series 1984
(m) "Resolution" means the resolution enacted by the govern-
ing body of the Issuer on Play 17, 1985, as amended and supple
mented from time to time, authorizing issuance of the Bonds.
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(n) "Total Dent Service" means, as of and date, the sum of
the Annual Debt Service then remaining unpaid with respect to the
Refunded Bonds.
SECTION 2. Deposit of Funds. The Issuer hereby deposits
$5,331,000 with the Escrow Holder for deposit into the Escrow
Account in immediately available funds, which funds the Escrow
Holder acknowledges receipt of, to be held in irrevocable escrow
by the Escrow Holder separate and apart from other funds of the
Escrow Holder and applied solely as provided in this Agreement.
The Issuer represents that such funds are derived from the net
proceeds of the Bonds and are at least equal to the Escrow
Requirement as of the date of such deposit.
SECTION 3. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the sum described in Section 2 and
agrees:
(a) to hold the funds in irrevocable escrow during the term
of this Agreement;
(b) to immediately invest such funds in the Federal Securi-
ties set forth on Schedule C attached hereto; and
(c) to deposit, as received, all receipts of maturing prin-
cipal of the Federal Securities and all receipts of interest in
the Escrow Account.
SECTION 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On each interest payment date for the
Refunded Bonds, the Escrow Holder shall pay to the paying agents
for the Refunded Bonds, from the cash on hand in the Escrow Ac-
count, a sum sufficient to pay that portion of the Annual Debt
Service for the Refunded Bonds coming due on such date, as shown
on Schedule A.
(b) Expenses. On each of the due dates as shown on Schedule
B, the Escrow Holder shall pay the portion of the Expenses coming
due on such date to the appropriate payee or payees designated on
Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. On each interest payment date for the Refunded
Bonds, after making the payments from the Escrow Account described
in Subsection 4 (a) , the Escrow Holder shall retain in the Escrow
Account any remaining cash in the Escrow Account in excess of the
Escrow Requirement until the termination of this Agreement, and
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shall then pay any remaining funds to the Debt Service Fund creat-
ed in the Resolution.
(d) Priority of Payments. The holders of the Refunded Bonds
shall have an express first lien on the funds and Federal Securi-
ties in the Escrow Account until such funds and Federal Securities
are used and applied as provided in this Agreement. If the cash
on hand in the Escrow Account is ever insufficient to make the
payments required under Subsections 4(a) and (b), all of the pay-
ments required under Subsection 4(a) shall be made when due before
any payments shall be made under Subsection 4(b).
SECTION 5. Reinvestment.
(a) Except as provided in Section 3 and in this Section, the
Escrow Holder shall have no power or duty to invest any fund s held
under this Agreement or to sell, transfer or otherwise dispose of
or make substitutions of the Federal Securities held hereunder.
(b) At the request of the Issuer and upon compliance with
the conditions hereinafter stated, the Escrow Holder shall sell,
transfer, otherwise dispose of or request the redemption of any of
the Federal Securities acquired hereunder and shall either pur-
chase Refunded Bonds or substitute other Federal Securities for
such Federal Securities. The Issuer will not request the Escrow
Holder to exercise any of the powers described in the preceding
sentence in any manner which, if such exercise had been reasonably
expected on the date of issuance of the Bond s would have caused
them to be "arbitrage bonds" within the meaning of Section 103(c)
of the Internal Revenue Code of 1954, as amended, and the reg ula-
tions thereunder in effect on the date of such request and applic-
able to obligations issued on the issue date of the Bonds. The
transactions may be effected only if ( i) an independent certified
public accountant shall certify that the cash and principal amount
of Federal Securities remaining on hand after the transactions are
completed will be not less than the Escrow Requirement, and
(ii) the Escrow Holder shall receive an unqualified opinion from a
nationally recognized bond counsel to the effect that the transac-
tions, if they had been reasonably expected on the issue date of
the Series A Bonds would not have caused such Bond s to be "arbi-
trage bonds" within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended, and the regulations thereunder
in effect on the date of the transactions and applicable to obli-
gations issued on such date.
SECTION 6. No Redemption or Acceleration of Maturity.
Except as set forth in the Redemption Resolution, the Issuer will
not accelerate the maturity of, or exercise any option to redeem
before maturity any Refunded Bonds.
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SECTION 7. Indemnity. The Issuer hereby assumes liability
for, and hereby agrees (whether or not any of the transactions
contemplated hereby are consummated) to indemnify, protect, save
and keep harmless the Escrow Holder and its respective successors,
assigns, agents and servants, from and against any and all liabil-
ities, obligation', losses, damages, penalties, claims, actions,
suits, costs, expenses and disbursements (including legal fees and
disbursements) of whatsoever kind and nature which may be imposed
on, incurred by, or asserted against at any time, the Escrow
Holder (whether or not also indemnified against the same by the
Issuer or any other person under any other agreement or instru-
ment) and in any way relating to or arising out of the execution
and delivery of this Agreement, the establishment of the Escrow
Account, established hereunder, the acceptance of the funds and
securities deposited therein, the purchase of the Federal Securi-
ties, the retention of the Federal Securities or the proceeds
thereof and any payment, transfer or other application of funds or
securities by the Escrow Holder in accordance with the provisions
of this Agreement; provided, however, that the Issuer shall not be
required to indemnify the Escrow Holder against its own negligence
or misconduct. In no event shall the Issuer be liable to any per-
son by reason of the transactions contemplated hereby other than
to the Escrow Holder as set forth i.n this Section. The indemni-
ties contained in this Section shall survive the termination of
this Agreement.
SECTION 8. Responsibilities of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort,
contract, or otherwise, in connection with the execution and deli-
very of this Agreement, the establishment of the Escrow Account,
the acceptance of the funds deposited therein, the purchase of the
Federal Securities, the retention of the Federal Securities or the
proceeds thereof or for any payment, transfer or other application
of moneys or securities by the Escrow Holder in accordance with
the provisions of this Agreement or by reason of any non-negligent
act, omission or error of the Escrow Holder made iri good faith in
the conduct of its duties. The Escrow Holder shall, however, be
responsible for its negligent or willful failure to comply with
its duties required hereunder, and its negligent or willful acts,
omissions or errors hereunder. The duties and obligations of the
Escrow Holder may be determined by the express provisions of this
Agreement. The Escrow Holder may consult with counsel, who may or
may not be counsel to the Issuer, and in reliance upon the opinion
of such counsel shall have full and complete authorization and
protection in respect of any action taken, suffered or omitted by
it in good faith in accordance therewith. Whenever the Escrow
Holder shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any
action under this Agreement, such matter may be deemed to be con-
clusively established by a certificate signed by an authorized
officer of the Issuer.
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SECTION 9. Resignation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and obli-
gations hereby created, by notice in writing given to the Issuer
and publishes once in a newspaper of general circulation or a
financial journal in the territorial limits of the Issuer, and in
a daily newspaper of general circulation in the City of New York,
New York, not less than sixty (60) days before such resignation
shall take effect. Such resignation shall take effect immediately
upon the appointment of a new Escrow Holder hereunder, if such new
Escrow Holder shall be appointed before the time limited by such
notice and shall then accept the duties and obligations thereof.
SECTION 10. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than fifty-one percentum (51~) in aggregate
principal amount of the Refunded Bonds then outstanding, such
instruments to be filed with the Issuer, and notice in writing
given by such holders to the original purchaser or purchasers of
the Bonds and published once in a newspaper of general circulation
in the territorial limits of the Issuer, and in a daily newspaper
or financial journal of general circulation in the City of New
York, New York, not less than sixty (60) days before such removal
is to take effect as stated in said instrument or instruments. A
photographic copy of any instrument filed with the Issuer under
the provisions of this paragraph shall be delivered by the Issuer
to the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for
any breach of trust or for acting or proceeding in violation of,
or for failing to act or proceed in accordance with, any provi-
sions of this Agreement with respect to the duties and obligations
of the Escrow Holder by any court of competent jurisdiction upon
the application of the Issuer or the holders of not less than five
percentum (5~) in aggregate principal amount of the Bonds then
outstanding, or the holders of not less than five percentum (5~)
in aggregate principal amount of the Refunded Bonds then outstand-
ing.
SECTION 11. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall resign,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
vacant for any of the foregoing reasons or for any other reason,
the Issuer shall, but only with the written approval of the origi-
nal purchaser or purchasers of the Bonds, or the corporate succes-
sor or successors of the original purchasers, which approval shall
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not be unreasonably withheld, appoint an Escrow Holder to fill
such vacancy. The Issuer shall jointly publish notice of any such
appointment made by them once in each week for four (4) successive
weeks in a newspaper of general circulation published in the ter-
ritorial limits of the Issuer and in a daily newspaper or finan-
cial journal of general circulation in the City of New York, New
York, and, before the second publication of such notice shall mail
a copy thereof to the original purchaser or purchasers of the
Bonds.
(b) At any time within one year after such vacancy shall
have occurred, the holders of a majority in principal amount of
the Refunded Bonds then outstanding, by an instrument or concur-
rent instruments in writing, executed by either group of such
bondholders and filed with the governing body of the Issuer, may
appoint a successor Escrow Holder, which shall supersede any
Escrow Holder theretofore appointed by the Issuer. Photographic
copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Holder and to the Escrow Holder
so appointed by the bondholders. In the ease of conflicting
appointments made by the two groups of bondholders under this
paragraph, the first effective appointment made during the one
year period shall govern.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this Section, the
holder of any Refunded Bonds then outstanding, or any retiring
Escrow Holder may apply to any court of competent jurisdiction to
appoint a successor Escrow Holder. Such court may thereupon,
after such notice, if any, as such court may deem proper and pre-
scribe, appoint a successor Escrow Holder.
SECTION 12. Term. This Agreement shall commence upon its
execution and delivery and shall terminate when the Refunded Bonds
have been paid and discharged in accordance with the proceedings
authorizing the Refunded Bonds.
SECTION 13. Severability. If any one or more of the cove-
nants or agreements provided in this Agreement on the part of the
Issuer or the Escrow Holder to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such
covenant or agreements herein contained and shall in no way affect
the validity of the remaining provisions of this Agreement.
SECTION 14. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for
all purposes as one original and shall constitute and be but on
and the same instrument. \
SECTION 15. Governing Law. This Agreement shall be con-
strued under the laws of the State of Florida.
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BM&O DRAFT
06/10/85
TRUST AGREEMENT
BETWEEN
CITY OF WINTER SPRINGS, FLORIDA
AND
$ARNETT BANKS TRUST COMPANY, N.A.
Dated June 1, 1985
TRUST AGREEMENT
TABLE OF COIVTENT5
(This Table of Contents is not a part of this Trust Agreement
and is only for convenience of reference)
Parties ..................................................... 1
Recitals .................................................... 1
Granting Clause ............................................. 2
ARTICLE I
DEFINITIONS
Section 101. Words and Terms .............................. 4
Section 102. Correlative Words ............................ 4
ARTICLE II
THE BONDS
Section 201. Authorized Amount of Bonds ................... 5
Section 202. Issuance of Bonds ............................ 5
Section 203. Form of Bon ds ................................ 5
Section 204. Delivery of Bonds .... ....................... 6
Section 205. Additional Parity Obligations ................ 6
Section 206. Issuance of Other Obligations ................ 6
ARTICLE III
CREATION, CUSTODY AND APPLICATION OF DEBT SERVICE
FUND; APPLICATION OF NET REVENUES
Section 301. Creation of Funds ....................... 8
Section 302. .....
Custody of Proceeds .......................... 8
Section 303. Security and Source of Payment of Bonds ...... 8
Section 304. Disbursement from Debt Service Fund .......... 8
Section 305. Disbursements from Reserve Account ........... 9
ARTICLE I V
FURTHER PROVISIONS AS TO FUNDS, PAYMENTS,
PROJECT AND MANAGEMENT AGREEMENT
Section 401. Non-Presentment of Bonds ... ................. 10
Section 402. Extension of Payment of Bonds ................ 10
Section 403. Moneys to be Held in Trust ................... 10
Section 404. Repayment to the City from the Funds ......... 11
Section 405. List of Owners ............................... 11
i
ARTICLE V
ARBITRAGE COVENAIQT
Section 501. Arbitrage Covenant ........................... 12
ARTICLE VI
REDEMPTION OF BONDS BEFORE MATURITY
Section 601. Redemption Dates and Prices .................. 13
Section 602. Notice of Redemption .. ..................... 14
Section 603. Payment of Redeemed Bonds .................... 14
Section 604. Cancellation ....... .......................... 14
' ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES OF
TRUSTEE AND OWNERS
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
701. Defaults; Events of Default ..:...............
702. Appointment of Receivers .....................
703. Other Remedies; Rights of Owners .............
704. No Impairment of Rights ......................
705. Right of the Owners to Direct
Proceedings .................:................
706. Application of Moneys ........................
707. Remedies Vested in Trustee ...................
708. Rights and Remedies of Owners ................
709. Termination of Proceedings ...................
710. Waivers of Events of Default .................
ARTICLE VIII
THE TRUSTEE
Section
Section
Section
Section
Section
Section
Section
801.
802.
803.
804.
805.
806.
807.
Acceptance of the Trusts .....................
Notice to Owners If Default Occurs ...........
Intervention By Trustee ......................
Successor Trustee ............................
Resignation of the Trustee ...................
Removal of the Trustee .......................
Appointment of Successor Trustee By The
Owners; Temporary Trustee ....................
Concerning Any Successor Trustees ............
Trustee Protected in Relying Upon
Resolutions, Etc . ............................
Powers May Be Vested in Separate or
Co-Trustee ...................................
15
15
16
16
17
17
18
18
19
19
21
23
'Z 3
24
24
24
Section 808.
Section 809.
Section 810.
24
25
25
25
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ARTICLE IX
DISCHARGE OF TRUST AGREEMENT
Section 901. Release of Trust Agreement ................... 27
Section 902. Payment and Discharge of Bonds ............... 27
ARTICLE X
SUPPLEMENTAL TRUST AGREEMENTS
Section 1001. Supplemental Trust Agreements Not Requiring
Consent of Owners ........................... 28
Section 1002. Supplemental Trust Agreements Requiring Consent
of Owners .................................... 28
ARTICLE XI
MISCELLANEOUS
Section 1101. Consents, Etc., of Owners .:..:............... 30
Section 1102. Limitation of R ights ......................... 30
Section 1103. Severability .. ...................... 31
Section 1103A. Inconsistencies .........
and.-Conflicts ................ 31
Section 1104. Notices ....... ................. ....... 31
Section 1105. Trustee as Bond ......
Registrar and'Paying Agent ... 31
Section 1106. Payments Due on Sundays and Holidays ......... 31
Section 1107. Headings Not Part of Trust Agreement ......... 32
Section 1108. Counterparts .. ............................... 32
Section 1109. Applicable Law ............................... 32
Section 1110. Trust Agreement Effective upon Execution ..... 32
Signatures ..................................................
Acknowledgments .............................................
32
33
iii
TRUST AGREEMENT
THIS TRUST AGREEMENT dated as of the first day of June, 1985,
by and between the CITY OF WINTER SPRINGS, FLORIDA, a municipal
corporation duly organized and existing under the Constitution and
the laws of the State of Florida (hereinafter called the "City"),
party of the first part, and BARNETT BANKS TRUST COMPANY, N.A., a
national banking association duly organized, existing and autho-
rized to accept and execute trusts of the character herein set out
under the laws of the United States of America, with its principal
office, domicile and post office address located at Jacksonville,
Florida, as Trustee (hereinafter called the "Trustee"), party of
the second part;
W I T N E S S E T H:
WHEREAS, all capitalized undefined terms shall have the
meaning set forth in Article I hereof; and
WHEREAS, pursuant to authority granted by Chapter 166, Part
II, Florida Statutes and the Charter of the City, the City owns,
operates and maintains a water and ..sewer system for the residents
of the City; and
WHEREAS, in order to refund certain outstanding obligations,
the City has determined and agreed to issue its refunding revenue
bonds in the aggregate principal amount of $5,615,000, which prin-
cipal amount, premium, if any, and interest thereon shall be
secured by a first and prior lien on the Net Revenues of the
System, which Net Revenues are estimated to be sufficient to pay
debt service on the Bonds when due; and
WHEREAS, the execution and delivery of this Trust Agreement
and the issuance of the Bonds have been in all respects fully and
validly authorized by Resolution No. 471, as amended and supple-
mented; and
WHEREAS, it is the intention of the City that this Trust
Agreement should not only serve the purposes herein recited, but
should also with Resolution No. 471, as amended and supplemented,
serve as the document for issuing and securing the Bonds upon
execution by the City and the Trustee; and
WHEREAS, all things necessary to make the Bonds, when authen-
ticated and issued as in this Trust Agreement and in the
Resolution provided, the valid, binding and legal obligations of
the City according to the import thereof, and to constitute this
Trust Agreement a valid assignment of the revenues derived by the
City pledged to the payment of the principal of, premium, if any,
and interest on the Bonds and the creation, execution and delivery
of this Trust Agreement, and the creation, execution and issuance
of the Bonds, subject to the terms hereof, have in all respects
been duly authorized;
NOW, THEREFORE, THIS TRUST AGREEMENT OF TRUST WITNF.SSETH:
That the City, in consideration of the premises, the accep-
tance by the Trustee of the trusts hereby created, the purchase
and acceptance of_ the Bonds by the purchasers thereof, Ten Dollars
($10.00) duly paid to the City by the Trustee at or before the
execution and delivery of these presents and of other good and
valuable considerations, the receipt of which is hereby acknow-
ledged, and in order to secure the payment of the principal of,
premium, if any, interest and any other sums payable on the Bonds
Outstanding hereunder from time to time, according to their tenor
and effect, and to secure the observance and performance by the
City of all covenants expressed or implied herein and in the
Bonds, does hereby grant, bargain, sell, convey, assign and pledge
unto the Trustee, and unto its successors in trust, all of the
City's estate, right, title and interest in, to and under any and
all of the following (herein called the "Trust Estate"):
GRANTING CLAUSE
All right, title and interest of the Issuer in and to the
Net Revenues to be held by the Trustee pursuant to this Trust
Agreement and the Resolution; and
TO HAVE AND TO HOLD all and singular the Trust Estate, whe-
ther now owned or hereafter acquired, unto the Trustee and its
respective successors in said trust and assigns forever;
IN TRUST NEVERTHELESS, upon the terms and trust herein set
forth for the benefit, security and protection of all present and
future holders and owners of Outstanding Bonds, from time to time,
issued under and secured by this Trust Agreement without
privilege, priority or distinction as to the lien or otherwise of
any of the Outstanding Bonds over any of the others of the
Outstanding Bonds except as otherwise specifically provided
herein;
PROVIDED, HOWEVER, that if the City, its successors or
assigns, shall well and truly pay, or cause to be paid, the prin-
cipal of Outstanding Bonds and the interest and premium, if any,
due or to become due thereon, at the times and in the manner set
forth in the Outstanding Bond s according to the true intent and
meaning thereof; shall cause the payments to be made into the
funds as required herein or shall provide, as permitted hereby,
for the payment thereof by depositing with the Trustee the entire
amount due or to become due to it in accordance with the terms and
provisions hereof; shall well and truly keep, perform and observe
all the covenants and conditions pursuant to the terms of this
Trust Agreement to be kept, performed and observed by it; and
shall cause to be paid to the Trustee and Paying Agents all sums
of money due or to become due to them in accordance with the
2
provisions hereof; then upon such final payment, this Trust Agree-
ment and the rights hereby granted shall cease, terminate and be
void, otherwise this Trust Agreement shall be and remain in full
force and effect.
THIS TRUST AGREEMENT OF TRUST FURTHER WITNESSETH, and it is
expressly declared, that all Bonds issued and secured hereunder
and by the Resolution are to be issued, authenticated and deli-
vered and all Net Revenues hereby pledged to the Bonds are to be
dealt with and disposed of under, upon and subject to the terms,
conditions, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the City does hereby agree and covenant
with the Trustee and with the respective owners, from time to
time, of all Outstanding Bonds, or any part thereof, as follows;
3
ARTICLE I
DEFINITIONS
SECTION 101. WORDS AND TERMS. In addition to the words and
terms elsewhere defined in this Trust Agreement, all capitalized,
undefined terms used in this Trust Agreement shall have the
meanings set forth in Resolution No. 471 of the City, as amended
and supplemented (the "Resolution").
SECTION 102. CORRELATIVE WORDS. Words of the masculine gen-
der shall be deemed and construed to include correlative words of
the feminine and neuter genders. Unless the context shall other-
wise indicate, the words "bond", "owner" and "person" shall
include the plural as well as the singular number and the word
"person" shall ~.nclude corporations and associations, including
public bodies, as well as natural persons.
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ARTICLE II
THE BONDS
SECTION 201. AUTHORIZED AMOUNT OF BONllS. No Bonds may be
issued under the provisions of the Resolution or this Trust
Agreement except in accordance with this Article. The Bonds may
be issued as Serial Bonds or as Term Bonds or as both Term and
Serial Bonds. The total principal amount of Bonds that may be
issued under the Resolution and Trust Agreement, except for
Additional Parity Obligations as provided for in Section 209
herein and in the Resolution, is hereby expressly limited to no
more than $5,615,000.
SECTION 202. ISSUANCE OF BONDS. The Bonds shall be desig -
nated "Water and Sewer Refunding Revenue Bonds Series 1985. The
Bonds shall mature on October 1 in each of the years and in the
principal amounts and bearing interest at the rates as follows:
Principal Interest ~ Principal Interest
Year Amount Rate Year Amount Rate
1985 $100,000 5.000 1994 $ 90,000 7.875
1986 55,000 5.250 1995 100,000 8.125
1987 55,000 5.750 1996 - 105,000 8.250
1988 60,000 6.250 1997 115,000 8.400
1989 65,000 6.625 1998 125,000 8.600
1990 65,000 6.875 1999 135,000 8.700
1991 75,000 7.125 2000 150,000 8.750
1992 80,000 7.375 2005 965,000 8.875
1993 85,000 7.625 2014 3,190,000 9.000
The Bonds maturing on October 1, 2005 and October 1, 2014,
shall be subject to mandatory redemption in the amounts and in the
years for which the City shall make Amortization Installments as
required by Section 601 herein.
The principal of the Bonds shall be payable, without deduc-
tion for service of Paying Agents, to the owner upon presentation
and surrender of the Bonds as they, respectively, become due at
the principal office of the Paying Agents. Payment shall be made
in lawful money of the United States of America.
Interest on the Bonds is payable on each April 1 and October 1
beginning April 1 , 1985, accruing from October 1 , 1984 by check or
draft mailed to the Owner by the Paying Agent.
SECTION 203. FORM OF BONDS. The Bonds issued under the Res-
olution and this Trust Agreement shall be substantially in the
form set forth in the Resolution, subject to additions, insertions
and omissions as shall be approved by officers of the Issuer exec-
uting the same, such signature to be conclusive evidence of any
such approval.
5
SECTION 204. DELIVERY OF BONDS. Subsequent to the execution
and delivery of this Trust Agreement, the City shall deliver
executed Bonds to the Trustee, and the Trustee as authenticating
agent, shall authenticate the Bonds to be issued in the aggregate
principal amount requested by the City and deliver them to the
purchasers as may be directed by the City as hereinafter in this
Section provided. Prior to the delivery by the Trustee of any of
the Bonds, there shall be filed with the Trustee:
1. A certified copy of the Resolution and of the resolution
adopted and approved by the City Commission, awarding the Bonds to
the purchasers thereof.
2. An original executed counterpart of this Trust
Agreement.
3. Written opinion of nationally recognized bond counsel
expressing the conclusion that this Trust Agreement has been duly
authorized, executed and delivered by the proper officers of the
City on behalf. of the City after authori~zat-ion thereof by the
governing body of the City pursuant to the Resolution and a reso-
lution adopted thereby and constitutes a valid and legal binding
instrument enforceable in accordance with its terms (except as
the enforcement thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other laws relating to or affecting
generally the enforcement of creditors' rights), and the Bonds
have been validly authorized and executed and, when authenticated
and delivered pursuant to the request of the City, will be valid
and legally binding limited obligations of the City enforceable in
accordance with their terms (except as aforesaid) entitled to the
benefits and security created by this Trust Agreement.
4. A request and authorization to the Trustee on behalf of
the City and signed by the Mayor and City Manager to authenticate
and deliver the Bonds in the aggregate principal amount as stated
in said request and authorization to the purchasers therein ident-
ified upon payment to the City of a sum specified in such request
and authorization, plus accrued interest thereon to the date of
delivery.
SECTION 205. ADDITIONAL PARITY OBLIGATIONS. Additional
Parity Obligations on a parity with the Series 19$5 Bonds may be
issued as provided in the Resolution.
SECTION 206. ISSUANCE OF OTHER OBLIGATIONS. The City will
not issue any other Obligations, except under the conditions and
in the manner provided herein, payable from the Net Revenues nor
voluntarily create or cause or permit to be created any debt,
lien, pledge, assignment, encumbrance or other charge having
priority to or being on a parity with the lien of Outstanding
Bonds and the interest thereon, upon the Net Revenues. Any other
obligations issued by the Issuer in addition to the Bonds herein
initially authorized and Additional Parity Obligations, payable
6
from
such
all
for
the Net Revenues shall contain an express statement that
Additional Parity Obligations
respects to such Bonds, as to
payment from the Net Revenues.
are junior and subordinate in
lien on and source and security
7
ARTICLE III
CREATION, CUSTODY AND APPLICATION OF DEBT SERVICE
FUND; APPLICATION OF NET REVENUES
SECTION 301. CREATION OF FUNDS. Pursuant to the Resolution
the Issuer has created the "City of Flinter Springs Water and Sewer
Debt Service Fund" to which deposits shall be made as set forth in
Section 18(B) of the Resolution to be held in trust by the Trustee
for the benefit of the Owners of the Bonds for the purposes pro-
vided for herein and in the Resolution and to be used only in the
manner provided herein and in the Resolution. Pursuant to the
Resolution the Issuer has provided for an Interest Account, Prin-
cipal Account, Redemption Account and Reserve Account within the
Debt Service Fund.
SECTION 302. INTENTIONALLY OMITTED.
SECTION 303. SECURITY AND SOURCE OF PAYMENT OF BONDS. Nei-
ther the Bonds nor this Trust Agreement shall constitute general
obligations or indebtedness of the City or "Bonds" within the
meaning of the Constitution of `°Florida. The Bonds shall be
payable from and secured by a first and prior lien upon and a
pledge of the Net Revenues prior and superior to all other liens
and encumbrances on such Net Revenues.
No Owner or Owners of any Bonds issued hereunder shall ever
have the right to compel the exercise of the ad valorem taxing
power of the City or taxation in any form of any real or personal
property therein to pay principal of and interest on the Bonds.
SECTION 304. DISBURSEMENT FROM DEBT SERVICE FUND. The City
hereby authorizes and directs the Trustee to cause withdrawal of
sufficient funds from the Interest Account, the Principal Account
and the Redemption Account, available for such purpose to pay the
principal of, premium, if any, Amortization Installment, if any,
and interest on the Outstanding Bonds as the same become due and
payable (whether at stated maturity or by redemption or pursuant
to any mandatory amortization requirements) for the purpose of
paying, or transferring necessary funds to the Paying Agent to pay
said principal of, premium, if any, and interest on such Bonds,
which authorization and direction the Trustee hereby accepts.
If it appears to the Trustee fifteen (15) days in advance of
any Bond Service Payment Date, moneys in the accounts in the Debt
8
Service Fund, except for the Reserve Account, will be inadequate
to pay the principal of, premium, if any, Amortization Install-
ment, if any, and interest on the Outstanding Bond s as the same
become due and payable, the Trustee shall notify the Issuer of
such deficiency and shall transfer sufficient amounts to cover
such deficiency from balances, if any, in the Reserve Account,
until such deficiency is satisfied.
SECTION 305. DISBURSEMENTS FROM RESERVE ACCOUNT. To the
extent there is a deficiency in the amounts available in the
appropriate accounts of the Debt Service Fund, the City hereby
authorizes and directs the Trustee to cause withdrawal of suffi-
cient funds from the Reserve Account on or before each Bond
Service Payment Date in an amount sufficient to pay the principal
of, interest or Amortization Installment on the Outstanding Bonds
and the fees and, charges of the Trustee and Paying Agent there-
for.
9
ARTICLE IV
FURTHER PROVISIONS AS TO FUNDS, PAYMENTS,
PROJECT AND MANAGEMENT AGREEMENT
SECTION 401. NON-PRESENTi~TENT OF BONDS. In the event any
Bonds shall not be presented for payment either at maturity or at
the date fixed for redemption thereof, if funds sufficient to pay
such Bonds shall have been irrevocably made available to the Trus-
tee, for the benefit of the Owner or Owners thereof, all liability
of the City to the Owner thereof for the payment of such Bond
shall forthwith cease, determine and be completely discharged.
Thereupon it shall be the duty of the Trustee to hold such funds
for an additional period of six (6 ) years, without liability for
interest thereon, for the benefit of the Owner of such Bond, who
shall thereafter be restricted exclusively to such funds for any
claim of whatever nature on the Owner's part under this Trust
Agreement or on, or with respect to, said Bond, and at the termi-
nation of such six (6 ) year period the Trustee shall return such
unclaimed funds to the City who shall hold such unclaimed funds,
without liability for interest, for the account of the person,
persons or entities entitled thereto, subject to such obligations
as the City may have under the Florida Abandoned Property Act or
any law of similar import.
SECTION 402. EXTENSION OF PAYMENT OF BONDS. The City shall
not directly or indirectly extend or assent to the extension of
the maturity of any of the Bonds or the time of payment of inter-
est on the Bonds, by the purchase or funding of such Bonds, claims
for interest or by any other arrangement, and in case the maturity
of any of the Bonds or the time for payment of any claims for
interest shall be extended, such Bonds or claims for interest
shall not be entitled in the Event of Default under this Trust
Agreement to the benefit of this Trust Agreement or to any payment
out of the funds (except moneys held for the payment of particular
Bonds, or claims for interest pursuant to this Trust Agreement
held by the Trustee or any Paying Agent) except subject to the
prior payment of the principal of all Bonds issued and Outstanding
the maturity of which has not been extended and of such portion of
the accrued interest on the Bonds as shall not be represented by
such extended claims for interest. Nothing herein shall be deemed
to limit the right of the City to issue any duly authorized
refunding bonds and such issuance shall not be deemed to consti-
tute an extension of maturity of Bonds.
SECTION 403. MONEYS TO BE HELD IN TRUST. All moneys re-
quired or permitted to be deposited with or paid to the Trustee
or any Paying Agent under any provision of this Trust Agreement,
and any investments thereof, shall be held by the Trustee or such
Paying Agent in trust and, except for moneys deposited with or
paid to the Trustee or any Paying Agent for the redemption of
10
Bonds, notice of the redemption of which has been duly given, and
moneys held by the Trustee pursuant to Section 401 hereof, shall,
while held by the Trustee or Paying Agent, be subject to the lien
hereof .
SECTION 404. REPAYMENT TO THE CITY FROM THE FUNDS. Except
as provided in Section 401 hereof, any amounts remaining in any
funds, after all of the Outstanding Bonds and any interest on the
Outstanding Bonds shall be deemed to have been paid and discharged
under the provisions of this Trust Agreement, and the fees,
charges and expenses of the Trustee and the Paying Agent and all
other amounts required to be paid under this Trust Agreement shall
have been paid, shall be paid to the City.
SECTION 405. LIST OF OWNERS. The Trustee and the Paying
Agent shall maintain a list of names and addresses of all owners
of the Bonds. At reasonable times and under reasonable
regulations established by the Trustee, saia list may be inspected
and copied by Owners (or a designated representative thereof) of
twenty-five percent (25~) or more in principal amount of Bonds
then Outstanding, such holding and the authority of any such
designated representative to be evidenced to the satisfaction of
the Trustee .
11
ARTICLE V
ARBITRAGE COVENANT
SECTION 501. ARBITRAGE COVENANT. The Issuer and the Trustee
covenant that at all times while the Bonds and the interest
thereon are Outstanding to comply with the requirements of Section
103(c) of the Internal Revenue Code of 1954, as amended, and any
valid and applicable rules and regulations promulgated thereun-
der.
12
ARTICLE VI
REDEMPTION OF BONDS BEFORE MATURITY
SECTION 601. REDEMPTION DATES AND PRICES.
The Series 1985 Bonds maturing before October 1, 1993 will
not be subject to optional redemption. The Series 1985 Bonds
maturing on or after October 1 , 1993 are subject to redemption
prior to maturity at the option of the City, in whole on any date,
or in part on any interest payment date, on or after October 1,
1992. The City may select the maturities of the Series 1985 Bonds
to be redeemed and if less than all Series 1985 Bonds of a matur-
ity are called for redemption, the selection of the particular
Series 1985 Bonds to be called for redemption shall be by lot in
any customary manner of selection as designated by the City, and
any such redemption shall be made at the following redemption
prices (expressed below as a percentage of the principal amount
being redeemed) plus accrued interest to the redemption date:
Period During Which Redeemed Redemption Price
October 1, 1992 to September 30, 1993 102 ~
October 1, 1993 to September 30, 1994 101.5
October 1, 1994 to September 30, 1995 ~ 101
October 1, 1995 to September 30, 1996 100.5
October 1, 1996 and thereafter 100
The Series 1985 Bonds maturing on October 1, 2005, and
October 1, 2014 (the "Term Bonds") will be subject to mandatory
redemption prior to maturity, on October 1, 2001, and October 1,
2006, respectively, and on each October 1 thereafter at 100 of
the principal amount of such Series 1985 Bonds so to be redeemed
plus accrued interest, if any, to the redemption date in the years
and amounts set forth below:
TERM BONDS DUE OCTOBER 1, 2005
Mandatory Redemption Date Amount
October 1, 2001 $135,000
October 1, 2002 150,000
October 1, 2003 165,000
October 1, 2004 185,000
October 1, 2005 230,000
TERM BONDS DUE OCTOBER 1, 2014
Mandator y Redemption Date Amount
October 1, 2006 $245,000
October 1, 2007 265,000
October 1, 2008 295,000
October 1, 2009 315,000
October 1, 2010 345,000
October 1, 2011 375,000
October 1, 2012 415,000
October 1, 2013 450,000
October 1, 2014 485,000
13
The Series 1985 Bonds to be so redeemed shall be selected by the
Trustee by lot in any customary manner of selection as determined
by the Trustee. In lieu of the mandatory redemption provisions
required by this Section, the City may purchase or the Trustee may
purchase Bonds subject to mandatory redemption at prices not
exceeding the then current redemption price plus accrued interest.
If Bonds are purchased by the City, upon submission of the Bonds
to the Trustee, the Trustee shall credit or if the Trustee has
purchased the Bonds, the Trustee shall credit the account of such
purchased Bonds against the current Amortization Installment to be
paid by the City.
SECTION 602. NOTICE OF REDEMPTION. Notice of redemption
will be mailed to the Owners of the Series 1985 Bonds to be
redeemed not less than thirty (30) days prior to the redemption
date, but in no event will such mailing be a condition precedent
to redemption nor will the failure to mail notice affect the
validity of the redemption proceedings.
SECTION 603. PAYMENT OF REDEEMED BONDS. Notice having been
given in the manner provided in Section 602, the Bonds so called
for redemption shall become due and payable on the redemption date
at the redemption price, plus interest accrued to the redemption
date, and, upon presentation and surrender thereof, such Bonds
shall be paid at the redemption price plus interest accrued to the
redemption date. If, on the redemption date, moneys for the
redemption of all such Bonds to be redeemed, together with
interest to the redemption date, are held by the Trustee or Paying
Agents so as to be available therefor on said date and if notice
of redemption shall have been given as aforesaid, then, from and
after the redemption date such Bonds so called for redemption
shall cease to bear interest and said Bonds shall no longer be
considered as Outstanding hereunder. If said moneys shall not be
so available on the redemption date, such Bonds shall continue to
bear interest until paid at the same rate as they would have borne
had they not been called for redemption.
All moneys deposited in the Debt Service Fund and held by
the Trustee for the redemption of particular Bonds shall be held
in trust for the account of the Owners thereof and shall be paid
to them respectively upon presentation and surrender of such
Bonds. Any moneys being so held shall not be considered available
for any other purpose for which moneys in the Debt Service Fund
may be used .
SECTION 604. CANCELLATION. All Bonds which have been
redeemed shall be canceled and destroyed by the Paying Agent and a
certificate of destruction shall be furnished by the Paying Agent
to the City, the Registrar and the Trustee.
14
ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND OWNERS
SECTION 701. DEFAULTS; EVENTS OF DEFAULT. If any of the
following events occur it is hereby defined as and declared to be
and to constitute an "Event of Default"
(1) Default in the due and punctual payment of any interest
on any series of Bonds;
(2) Default in the due and punctual payment of the principal
of and premium, if any, on any Bond, at the stated maturity
thereof, or upon proceedings for redemption thereof;
(3) Default in the performance or observance of any other of
the covenants, agreements or conditions on the part of the City
contained in this Trust Agreement, the Resolution or in the Bonds
and the continuance thereof for a period of thirty (30) days after
written notice to the City given by the Trustee or to the Trustee
and the City by the Holders of not less than twenty-five percent
(25~) of aggregate principal amount of Bonds then Outstanding
(provided, however, that with respect to any obligation, covenant,
agreement or condition which requires performance by a date
certain, if the City performs such obligation, covenant, agreement
or condition within thirty (30) days of written notice as provided
above, the default shall be deemed to be cured). In the event the
City's obligations are contested, such 30-day period will commence
on the first day following final decision of the court of last
resort from which review of the matter is sought.
(4) Failure by the City promptly to remove any execution,
garnishment or attachment of such consequence as will impair its
ability to carry out its obligations under this Trust Agreement or
the Resolution or the entry by the City into an agreement of com-
position with its creditors, the filing by the City of a petition
for reorganization of the City or rearrangement, adjustment or
readjustment of the obligations of the City under the provisions
of any bankruptcy or moratorium laws or similar laws relating to
or affecting creditors' rights.
The term "default" shall mean a substantial default by the
City in the performance or observance of any of the covenants,
agreements or conditions on its part contained in this Trust
Agreement or the Resolution, or in the Bonds, exclusive of any
period of grace required to constitute a default or an "Event of
Default" as hereinabove provided.
SECTION 702. APPOINTMENT OF RECEIVERS. Upon the occurrence
of an Event of Default, and upon the filing of a suit or other
commencement of judicial proceedings to enforce the rights of the
Owners under this Trust Agreement or the Resolution, the
15
Owners shall be entitled, as a matter of right, to the appointment
of a receiver or receivers of the System, the funds and accounts
maintanied by the Resolution, and the Trust Estate pending such
proceedings, with such power as the court making such appointment
shall confer.
On the occurrence of an Event of Default, to the extent such
rights may then lawf ully be waived, neither the City nor anyone
claiming through or under it, shall set up, claim, or seek to take
advantage of any stay, extension or redemption laws now or here-
after in force, in order to prevent or hinder the enforcement of
this Trust Agreement, and the City, for itself and all who may
claim through or under it, hereby waives, to the extent it may
lawfully do so, the benefit of all such laws and all right of
redemption to which it may be entitled.
SECTION 703. OTHER REMEDIES; RIGHTS OF OWNERS. Upon the
happening and continuance of an Event of Default the Trustee may,
with or without taking action under Section 702 hereof, pursue any
available remedy, including without limitation actions at law or
in equity, by mandamus or otherwise, to enforce the payment of
principal of, premium, if any, and interest on the Bonds or to
remedy any Event of Default.
Upon the happening and continuance of an Event of Default,
the Trustee may and if requested so to do by the Owners of at
least twenty-five percent (25~) in aggregate principal amount of
Bonds then Outstanding and if indemnified as provided in Section
708 of the Trust Agreement, the Trustee shall exercise such of the
rights and powers conferred by this Section, and Section 702 as
the Trustee, being advised by counsel, shall deem most effective
to enforce and protect the interests of the Owners.
SECTION 704. NO IMPAIRMENT OF RIGHTS. Under the terms of
this Trust Agreement and the Resolution:
(1) No remedy conferred upon or reserved to the Trustee or
to the Owners is intended to be exclusive of any other remedy, but
each remedy shall be cumulative and shall be in addition to any
other remedy given to the Trustee or to the Owners hereunder or
nova or hereafter existing legally.
(2) No delay or omission to exercise any right or power
accruing upon any default or Event of Default shall impair any
such right or power or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right and
power may be exercised as often as may be deemed expedient.
(3 ) No waiver of any default or Event of Default hereunder,
whether by the Trustee or by the Owners, shall extend to or shall
affect any subsequent default or Event of Default or shall impair
any rights or remedies consequent thereon.
16
SECTION 705. RIGHT OF THE OWNERS TO DIRECT PROCEED-
INGS. Anything in this Trust Agreement or the Resolution to the
contrary notwithstanding, the Owners of a majority in aggregate
principal amount of any series of Bonds then Outstanding shall
have the right, at any time, by an instrument or instruments in
writing executed and delivered to the Trustee, to direct the time,
the method and place of conducting all proceedings to be take n in
connection with the enforcement of the terms and conditions of
this Trust Agreement or for the appointment of a receiver or other
proceedings hereunder; provided, that such direction shall not be
otherwise than in accordance with the provisions of law and of
this Trust Agreement, and provided that the Trustee shall be
indemnified to its satisfaction.
SECTION 706. APPLICATION OF MONEYS. All moneys received by
the Trustee or a receiver, pursuant to any right given or action
taken under the provisions of this Article shall, unless otherwise
directed by a court of competent jurisdiction, after payment of
the cost and expenses of collection and advances incurred by the
Trustee or receiver, be deposited in the Debt Service Fund and all
moneys in the Debt Service Fund shall be applied based on priority
of claim against the Trust Estate, if any, and otherwise on an
equal and pro-rata basis.
(1 ) Unless the principal of all the Bonds shall have become
due and payable, al l such moneys shall be applied
First: To the payment of all installments of interest
then due on the Bonds, in the order of the maturity of the
installments of such interest and, if the amount available
shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the
amounts due on such installment, to the persons entitled
thereto, without any discrimination or privilege; and
Second: To the payment of the unpaid principal of and
premium, if any, on any of the Bonds which shal l have become
due (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of this
Trust Agreement), in order of their due dates, with interest
on such Bonds from the respective dates upon which they
become due and, if the amount available shall not be suffi-
cient to pay in full the Bonds due on any particular date,
together with such interest, then to the payment ratably,
according to the amount of principal due on such date,
without any discrimination or privilege.
(2) If the principal of all the Bonds shall have become due
and payable, all such moneys shall be applied to the payment of
the principal and interest then due and unpaid upon the Bonds,
without preference or priority of principal over interest or of
interest over principal, or of any installment of interest over
any other installment of interest, or of any Bond over any other
17
Bond, ratably according to the amounts due respectively for prin-
cipal and interest, without any discrimination or privilege except
as to any difference in the respective rates of interest specified
in the Bonds.
(3) Whenever moneys are to be applied pursuant to the provi-
sions of this Section, such moneys shall be applied at such times,
and from time to time, as the Trustee shall detern~ine having due
regard to the amount of such moneys available for application and
the likelihood of additional moneys becoming available for such
application in the future. Whenever the Trustee shall apply such
funds, it shall fix the date upon which such application is to be
made and upon which interest on the amounts of principal to be
paid shal l cease to accrue . The Trustee shal l give such notice as
it may deem appropriate of the deposit with it of any of such
moneys and of the fixing of any such date, and shall not be re-
quired to make payment to the owner of any Bond until such Bond
shall be presented to the Trustee for appropriate endorsement or
for cancellation if fully paid .
The provisions of this Section are in all respects subject to
the provisions of Section 402 hereof.
Whenever all principal, premium, if any, and interest on all
Bonds have been paid under the provisions of this Section and all
expenses and charges of the Trustee and Paying Agents have been
paid, any balance remaining in the Debt Service Fund shall be paid
to the City.
SECTION 707. REMEDIES VESTED IN TRUSTEE. All rights of
action under this Trust Agreement, the Resolution or under any of
the Bonds may be enforced by the Trustee without the possession of
any of the Bonds or the production thereof in any trial or other
proceedings relating thereto and any such suit or proceeding
instituted by the Trustee shall be brought in its name as Trustee
without the necessity of joining as plaintiffs or defendants any
Owners of the Bonds and any recovery of judgment shall be for the
equal benefit of the Owners of the Outstanding Bonds subject to
the provisions of the Bonds and this Trust Agreement.
SECTION 708. RIGHTS AND REMEDIES OF CIWNERS. No Owner of any
Bond shall have any right to institute any suit, action or
proceeding in equity or at law for the enfo rcer*~ent of this Trust
Agreement or the Resolution or for the execution of any trust
thereof and hereof or for the appointment of any receiver or any
other remedy hereunder, unless a default has occurred of which the
Trustee has been notified as provided in subsection (7) of Section
801, or of which by said subsection it is deemed to have notice,
and the Owners of twenty-five percent (25~) in aggregate principal
amount of any series of Bonds then Outstanding shall have made
written request to the Trustee and shall have offered reasonable
opportunity either to proceed to exercise the powers hereinbefore
18
granted or to institute such action, suit or proceeding in its own
name, nor unless also they have offered to the Trustee indemnity
as provided in Section 801 and the Trustee shall thereafter fail
or refuse to exercise the powers hereinbefore granted, or to
institute such action, suit or proceeding in its own name; and
such notification, request and offer of indemnity are hereby
declared in every case at the option of the Trustee to be condi-
tions precedent to the execution of the powers and trusts of this
Trust Agreement, and to any action or cause of action for the
enforcement of this Trust Agreement, or for the appointment of a
receiver or for any other remedy hereunder; it being understood
and intended that no one or more Owners of any series of Bonds
shall have any right in any manner whatsoever to affect, disturb
or prejudice the lien of this Trust Agreement by its, his or their
action or to enforce any right hereunder except in the manner
herein provided, and that all proceedings at law or in equity
shall be instituted, had and maintained in the manner herein
provided and for the benefit of the Owners of all Bonds then
Outstanding. Nothing in this Trust Agreement contained shall,
however, affect or impair the right of ariy Owner to enforce the
payment of the principal of, premium, if any, and interest on any
Bond at and after the maturity thereof, or the obligation of the
City to pay the principal of and.-interest on each of the Bonds
issued hereunder to the respective Owners thereof at the time,
place, from the source and in the manner in laid Bonds expressed.
SECTION 709. TERMINATION OF PROCEEDINGS. In case proceed-
ings to enforce any right under this Trust Agreement shall have
been discontinued or abandoned for any reason, or shall have been
determined adversely to the plaintiff (s) , then the City, the Trus-
tee and the Owners shall be restored to their former positions and
rights hereunder, and all rights, remedies and powers of the
Trustee shall continue as if no such proceedings had been taken.
SECTION 710. WAIVERS OF EVENTS OF DEFAULT. The Trustee may
at its discretion caaive any Event of Default hereunder or under
the Resolution and its consequences and rescind any declaration of
maturity of principal , and shal 1 do so upon the written request of
the Owners of more than 50 percent in principal amount of all
Bonds then Outstanding; provided, however, that there shall not be
waived (a) any default in the payment of the principal of any Out-
standing Bonds at the date of maturity specified therein or (b)
any default in the payment when due of the interest on any such
Bonds, unless in either case prior to such waiver or rescission,
all arrears of interest and all arrears of payment of principal
when due, with interest (to the extent permitted by law) at a rate
per annum equal to 1$ in excess of the rate borne by the Bonds on
overdue installments of principal and interest, as the case may
be, in lieu of the interest rate shown on the Bonds that are in
default and all expenses of the Trustee, shall have been paid or
provided for, and in case of any such waiver or rescission, or in
19
case any proceeding taken by the Trustee on account of any such
default shall have been discontinued or abandoned or determined
adversely, then and in every such case the Issuer, the City, the
Trustee and the Owners shall be restored to their former positions
and rights hereunder respectively, but no such waiver or
rescission shall extend to any subsequent or other default, or
impair any right consequent thereon.
20
ARTICLE VIII
THE TRUSTEE
SECTION 801. ACCEPTANCE OF THE TRUSTS. The Trustee's obli-
gation hereunder shall be strictly limited by the terms of this
Trust Agreement, and under no circumstances shall the Trustee be
obligated to make any payment of principal or interest hereunder
except from the moneys deposited with the Trustee pursuant to this
Trust Agreement. The Trustee hereby accepts the trusts imposed
upon it by this Trust Agreement, and agrees to perform said trusts
as a corporate trustee ordinarily would perform said trusts under
a corporate indenture, but only upon and subject to the following
express terms and conditions, and no implied covenants or obliga-
tions shall be construed to be a part of this Trust Agreement
against the Trustee:
(1) The Trustee may execute any of the trusts or powers
hereof and perform any of its duties by or through attorneys,
agents, receivers or employees but shall be answerable for the
conduct of the same in accordance with the standard specified
above, and shall be entitled to advice of counsel concerning all
matters of trusts hereof and the duties hereunder, and may in all
cases pay such reasonable compensation to -all such attorneys,
agents, receivers and employees as may reasonably be employed in
connection with the trusts hereof. The Trustee may act upon the
opinion or advice of any counsel. The Trustee shall not be
responsible for any loss or damage resulting from any action or
inaction in good faith in reliance upon such opinion or advice.
(2) The Trustee shall not be responsible for any recital
herein, or in the Bonds (except in respect to the certificate of
the Trustee endorsed on the Bonds), or for the recording or re-
record ing , filing or re-filing of this Trust Agreement or for the
validity of the execution by the City of this Trust Agreement or
of any supplements hereto or instruments of further assurance, or
for the sufficiency of the security for the Bonds issued hereunder
or intended to be secured hereby, and the Trustee shall not be
bound to ascertain or inquire as to the performance or observance
of any covenants, conditions or agreements on the part of the
City, except as hereinafter set forth; but the Trustee may require
of_ the City full information and advice as to the performance of
the covenants, conditions and agreements aforesaid as to the con-
dition of_ the System. The Trustee shall have no obligation to
perform any of the duties of the City under the Resolution and the
Trustee shall not be responsible or liable .for any loss suffered
in connection with any investment of funds made by it in accord-
ance with the provisions hereof and the provisions of the Resolu-
tion.
(3) The Trustee shall not be accountable .for the use of any
Bonds authenticated or delivered hereunder. The Trustee may
become the owner of Bonds with the same rights which it would have
if it were not the Trustee.
21
(4) The Trustee shall be protected in acting upon any
notice, request, consent, certificate, order, affidavit, letter,
telegram or other paper or document reasonably believed to be gen-
uine and correct and to have been signed or sent by the proper
person or persons. Any action taken by the Trustee pursuant to
this Trust Agreement upon the request or authority or consent of
any person who at the time of making such request or giving such
authority or consent is the Owner of any Bond, shall be conclusive
and binding upon all future Owners of the same Bond and upon Bonds
issued in exchange therefor or in place thereof.
(5) As to the existence or non-existence of any fact or as
to the sufficiency or validity of any instrument, paper or pro-
ceeding, the Trustee shall be entitled to rely upon a certificate
signed on behalf of the Issuer by its Mayor and attested by its
City Clerk or City Manager as sufficient evidence of the facts
therein contained and prior to the occurrence of a default of
which the Trustee has been notified as provided in subsection (7)
of this Section, or of which by said subsection it is deemed to
have notice, the Trustee shall also be entitled to rely upon a
similar certificate to the effect that any particular dealing,
transaction or action is necessary or expedient, but may at its
discretion secure such further evidence deemed necessary or advis-
able, but shall in no case be bound to secure the same. The Trus-
tee may accept a certificate of the City Clerk under its seal to
the effect that a resolution in the form therein set forth has
been adopted by said Issuer as conclusive evidence that such reso-
lution has been duly adopted and is in full force and effect.
(6) The permissive right of the Trustee to do things enumer-
ated in this Trust Agreement shall not be construed as a duty and
the Trustee shall not be answerable for other than its negligence
or willful default.
(7) The Trustee shall not be required to take notice or be
deemed to have notice of any default hereunder except failure by
the Issuer to cause to be made any of the payments to the Trustee
required to be made by Article III of this Trust Agreement and
except failure to receive instruments required by this Trust
Agreement to be delivered to the Trustee unless the Trustee shall
be specifically notified in writing of such default by the Issuer
or by the Owners of at least twenty-five percent ( 2 5~ ) in aggre-
gate principal amount of all Bonds then Outstanding and all
notices or other instruments required by this Trust Agreement to
be delivered to the Trustee must, in order to be effective, be
delivered at the principal corporate trust office of the Trustee,
and in the absence of such notice so delivered the Trustee may
conclusively assume there is no default except as aforesaid.
(8) At any and all reasonable times the Trustee and its duly
authorized agents, attorneys, experts, engineers, accountants and
representatives, shall have the right fully to inspect the System,
including all books, paper and records of the Issuer pertaining to
22
the System and the Bonds, and to take such memoranda from and in
regard thereto as may be desired subject to the provisions of this
Trust Agreement.
(9) Before taking any action under this Section the Trustee
may require that a satisfactory indemnity bond be furnished for
the reimbursement of all expenses to which it may be put and to
protect it against all liability, except liability which is adjud-
icated to have resulted from the negligence or willful default in
connection with any action so taken.
(10) All moneys received by the Trustee or any Paying Agent
shall be invested at the direction of the Issuer and, until used
or applied or invested as herein provided, be held in trust for
the purposes for which they were received.
(1 1 ) If any Event of Default under this Trust Agreement shall
have occurred and be continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Trust Agreement and
shall use the same degree of care as a prudent man would exercise
or use in the circumstances in the conduct of his own affairs.
(1 2 ) The Trustee shall deliver to the City Clerk, on October
1 and April 1 of each year in which any Bonds are Outstanding, a
true and complete list of all receipts into, expenditures from or
transfers between, any of the funds therein made by the Trustee
for the six-month period covered by such report.
(13) The Issuer covenants to indemnify the Trustee and hold
harmless the Trustee against any loss, liability or expense
incurred without negligence or bad faith on the part of the
Trustee arising out of or in connection with the acceptance or
performance of its duties under this Trust Agreement, including
the costs and expenses of defending itself against any claim of
liability in the premises (except any liability incurred with the
negligence or bad faith on the part of the Trustee).
SECTION 802. NOTICE TO OWNERS IF DEFAULT OCCURS. If a
default occurs of which the Trustee is by subsection (7) of Sec-
tion 801 hereby required to take notice or if notice of default be
given as in said subsection (7) provided, then the Trustee shall
promptly give written notice thereof by registered or certified
mail to each registered Owner of a Bond or Bonds then Outstanding
shown by the list of Owners required by the terms hereof to be
kept at the office of the Trustee.
SECTION 803. INTERVENTION BY TRUSTEE AND ACCELERATION OF
SERIES 1984 BONDS. In any judicial proceeding to which the Issuer
is a party and which in the opinion of the Trustee and its counsel
has a substantial bearing on the interests of Owners of the Bonds,
the Trustee may intervene on behalf of the Gwriers and, subject to
the provisions of Section 801(9), shall do so if requested in
writing by the Owners of at least twenty-five percent (25$) in
aggregate principal amount of all Bonds then Outstanding. The
rights and obligations of the Trustee under this
23
Section are subject to the approval of a court of competent juris-
diction.
SECTION 804. SUCCESSOR TRUSTEE. Any corporation or associa-
tion into which the Trustee may be converted or merged, or with
which it may be consolidated, or to which it may sell or transfer
its corporate trust business and assets as a whole or substantial-
ly as a whole, or any corporation or association resulting from
any such conversion, sale, merger, consolidation or transfer to
which it is a party, ipso facto, shall be and become successor
Trustee hereunder and vested with all the trust, powers, discre-
tions, immunities, privileges and all other matters as was its
predecessor, without the execution or filing of any instrument or
any further act, deed or conveyance on the part of any parties
hereto, anything herein to the contrary notwithstanding, provided
such successor shall have reported total capital and surplus in
excess of $20,000,000, provided that such successor Trustee
assumes in writing all the trusts, duties and responsibilities of
the Trustee hereunder.
SECTION 805. RESIGNATION OF THE TRUSTEE. The Trustee and
any successor Trustee may at any time resign from the trusts here-
by created by giving thirty (30) days' written notice to the Issu-
er and by registered mail or certified mail to each registered
owner of Bonds then Outstanding, and such resignation shall not
take effect until the appointment of a successor Trustee or a tem-
porary Trustee by the Owners of the Bonds or by the Issuer.
SECTION 80b. REMOVAL OF THE TRUSTEE. The Trustee may be
removed at any time, by an instrument or concurrent instruments in
writing delivered to the Trustee and to the Issuer and signed by
the owners of a majority in aggregate principal amount of all
Bonds then Outstanding or may be removed by the Issuer at any time
by a majority vote of the City Commission of the Issuer.
SECTION 807. APPOINTMENT OF SUCCESSOR TRUSTEE BY THE OWNERS;
TEtf1PORARY TRUSTEE. In case the Trustee hereunder shall resign or
be removed , or be dissolved , or shal l be in the course of
dissolution or liquidation, or otherwise become incapable of
acting hereunder or in case it shall be taken under the control of
any public officer or officers, or of a receiver appointed by a
court, a successor may be appointed by the owners of a majority in
aggregate principal amount of all of Bonds then Outstanding, by an
instrument or concurrent instruments in writing signed by such
owners, or by their attorneys in fact, duly authorized; provided,
nevertheless, that in case of such vacancy the Issuer by an
instrument executed and signed by its Mayor and attested by the
Clerk of the Issuer under its seal, may appoint a temporary Trus-
tee to fill such vacancy until a successor Trustee shall be
appointed by the Owners in the manner above provided; and any such
temporary Trustee so appointed by the Issuer shall immediately and
without further act be superseded by the Trustee appointed by such
Owners. If no successor Trustee has accepted appointment in the
manner provided in Section 808 hereof within ninety (90) days
after the Trustee has given notice or resignation
24
to the Issuer and the Owner of each Bond, the Trustee may ,petition
any court of competent jurisdiction for the appointment of a tem-
porary successor Trustee; provided that any Trustee so appointed
shall immediately and without further act be superseded by a Trus-
tee appointed by the Issuer and the Owners of Bonds as provided
above. Every such Trustee appointed pursuant to the provisions of
this Section shall be a trust company or bank in good standing,
within or outside the State having a reported capital outside the
State having a reported capital and surplus of not less than
$20,000,000 if there be such an institution willing, qualified and
able to accept the trust upon reasonable or customary terms.
SECTION 808. CONCERNING ANY SUCCESSOR TRUSTEES. Every suc-
cessor Trustee appointed hereunder shall execute, acknowledge and
deliver to its predecessor and also to the Issuer an instrument in
writing accepting. such appointment hereunder, and thereupon such
successor, without any further act, deed or conveyance, shall
become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessor, but
such predecessor shall, nevertheless, on the-written request of
the Issuer, or of its successor, execute and deliver an instrument
transferring to such successor Trustee all the estates, proper-
ties, rights, powers and trusts of .such predecessor hereunder; and
every predecessor Trustee shall deliver all securities and moneys
held by it as Trustee hereunder to its successor. Should any
instrument in writing from the Issuer be required by any successor
Trustee for more fully and certainly vesting in such successor the
estate, rights, powers and duties hereby vested or intended to be
vested in the predecessor, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by the
Issuer. The resignation of any Trustee and the instrument or
instruments removing any Trustee and appointing a successor here-
under, together with all other instruments provided for in this
Article shall be filed or recorded by the successor Trustee in
each recording office where this Trust Agreement shall have been
filed or recorded.
SECTION 809. TRUSTEE PROTECTED IN RELYING UPON RESOLUTIONS,
ETC. The resolutions, opinions, certificates and other instru-
ments provided for in this Trust Agreement may be accepted by the
Trustee as conclusive evidence of the facts and conclusions stated
therein and shall be full warrant, protection and authority to the
Trustee for the release of property and the withdrawal of cash
hereunder.
SECTION 810. POWERS MAY BE VESTED IN SEPARATE OR CO-TRUSTEE.
It is the purpose of this Trust Agreement that there shall be no
violation of any law of any jurisdiction (including particularly
the law of Florida) denying or restricting the right of banking
corporations or associations to transact business as Trustee in
such jurisdiction. It is recognized that in case of litigation
under this Trust Agreement, and in particular in case of the
enforcement of either an Event of Default, or in case the Trustee
25
deems that by reason of any present or future law of any jurisdic-
tion it may not exercise any of the powers, rights or remedies
herein granted to the Trustee or to take any other action which
may be desirable or necessary in connection therewith, it may be
necessary that the Trustee appoint an additional institution as a
separate or cotrustee. The following provisions of this Section
are adapted to these ends.
In the event that the Trustee appoints an additional institu-
tion as a separate or co-trustee, each and every remedy, power.
right, claim, demand, cause of action, immunity, estate, interest
and lien expressed or intended by this Trust Agreement to be
exercised by or vested in or conveyed to the Trustee with respect
thereto shall be exercisable by and vest in such separate or
co-trustee but only to the extent necessary to enable the separate
or cotrustee to ;exercise such powers, rights and remedies, and
every covenant and obligation necessary to the exercise thereof by
such separate or co-trustee shall run to and be enforceable by
either of them.
Should any instrument in writing from the Issuer be required
by the separate trustee or co-trustee so appointed by the Trustee
for more fully and certainly vesting in and confirming to it such
properties, rights, powers, trusts, duties and obligations, any
and all instruments in writing shall, on request, be executed,
acknowledged and delivered by the Issuer. In case any separate
trustee or co-trustee, or a successor to either, shall become
incapable of acting, resign or be removed, all the estates, prop-
erties, rights, powers, trusts, duties and obligations of such
separate trustee or co-trustee, so far as permitted by law, shall
vest in and be exercised by the Trustee until the appointment of a
new trustee or successor to such separate trustee or co-trustee.
26
ARTICLE IX
DISCHARGE OF TRUST AGREEMENT
SECTION 901 . RELEASE OF TRUST AGREEMENT. If ( 1 ) the City
shall pay to the Owners of the Bonds the principal, premium, if
any, and interest to become due thereon at the times and in the
manner stipulated in this Trust Agreement and the Resolution, (2)
all fees and expenses of the Trustee and the Paying Agents, if
any, shall have been paid and (3) the City shall keep, perform and
observe all and singular the covenants and promises in the Bonds
acid in this Trust Agreement and the Resolution, the rights hereby
granted shall cease, terminate and be void, and the covenants,
agreements and other obligations of the City hereunder shall be
discharged and satisfied, and thereupon the Trustee shall release
this Trust Agreement, including the cancellation and discharge of
the pledge and assignment hereof, and execute and deliver to the
City such instruments in writing as shall be requisite to satisfy
the pledge and assignment hereof and to enter on the records such
satisfaction and discharge any such other instruments to evidence
such release and discharge as may be reasonably required by the
City; and the Trustee and Paying ,Agents shall assign and deliver
to the City any property at the time subject to the pledge and
assignment of this Trust Agreement which may then be in their
possession, except amounts in the funds required to be held by the
Trustee and Paying Agents under Section 401 of this Trust Agree-
ment or otherwise for the payment of the principal of, premium, if
any, and interest on the Outstanding Bonds.
SECTION 902. PAYMENT AND DISCHARGE OF BONDS. All the Out-
standing Bonds shall be deemed to have been paid and discharged
within the meaning of this Trust Agreement, including without
limitation, Section 901 hereof, if the City shall have satisified
all requirements of Section 21 of the Resolution.
27
ARTICLE X
SUPPLEMENTAL TRUST AGREEt~iENTS
SECTION 1001. SUPPLEMENTAL TRUST AGREEMENTS NOT REQUIRING
CONSENT OF BONDHOLDERS. The City and the Trustee may, without the
consent of or notice to any of the Bondholders, enter into an
Trust Agreement or trust agreements supplemental to this Trust
Agreement as shall not be inconsistent with the terms and provi-
sions hereof for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in
this Trust Agreement; or
(b) To grant to or confer upon the Trustee for the benefit
of the Bondholders any additional rights, remedies, powers or
authority that may lawf ully be granted to or conferred upon the
Bondholders or the Trustee; or
(c) To subject to the lien and pledge of this Trust Agree-
ment additional fees and revenues; or
(d) To make any other change:.. not inconsistent with the pro-
visions of .the first paragraph of Section 1002 hereof which in the
reasonable judgment of the Trustee is not to the prej udice of the
Trustee or the Bondholders; or
(e) To modify, amend or supplement this Trust Agreement or
any trust agreement supplemental hereto in such manner as to
permit the issuance of Additional Parity Obligations or to permit
the qualification hereof and thereof under the Trust Indenture Act
of 1939 or similar federal statute hereafter in effect or to
permit the registration or qualification of the Bonds for sale
under the securities laws of the United States or any of the
states of the United States.
(f) To assure compliance with federal arbitrage provisions
in effect from time to time.
SECTION 1002. SUPPLEMENTAL TRUST AGREEMENTS REQUIRING CON-
SENT OF BONDHOLDERS. Exclusive of supplemental trust agreements
covered by Section 1001 hereof and subject to the to rnis and
provisions contained in this Section, and not otherwise, the
Holders of not less than two-thirds (2/3) in aggregate principal
amount of the Bonds then Outstanding, shall have the right, from
time to time, anything contained in this Trust Agreement to the
contrary notwithstanding, to consent to and approve the execution
by the City and the Trustee of such other trust agreements supple-
mental hereto as shall be deemed necessary and desirable by the
City for the purpose of modifying, altering, amending, adding to
or rescinding, in any particular, any of the terms or provisions
contained in this Trust Agreement or in any supplemental trust
agreement; provided, however, that without the specific consent of
the Holder of each such Bond at the time Outstanding which would
28
be affected thereby, nothing in this Section contained shall per-
mit or be construed as permitting (a) an extension of the stated
maturity or reduction in the principal amount of, or reduction in
the rate or extension of time of payment of interest on, or reduc-
tion of any premium payable on the redemption of, any Bonds, or
reduction in the amount or extension of the time of payment of any
mandatory Amortization Installment requirements, (b) a privilege
or priority of any Bond of any series over any other Bond of the
same series, (c) a reduction in the aforesaid aggregate principal
amount of Bonds the Holders of which are required to consent to
any such supplemental trust agreement, without the consent of the
Holders of all the Bonds at the time Outstanding, (d) the creation
of any security interest prior to, or on a parity with that
created by this Trust Agreement, or (e) modify the rights, duties
or immunities of the Trustee without the written consent of the
Trustee.
If at any time the City shall request the Trustee to enter
into any such supplemental trust agreement for any of the purposes
of this Section, the Trustee shall, upon being satisfactorily
indemnified with respect to expenses, cause such notice of the
proposed execution of such supplemental trust agreement to be
mailed to the owners of the Bonds ..in like manner as other notices
hereunder are mailed at least ninety (90) days prior to execution
of such supplemental trust agreement. Such notice shall briefly
set forth the nature of the proposed supplemental Trust Agreement
and shall state that copies thereof are on file at the principal
office of the Trustee for inspection by all Owners. If, within
sixty (60) days or such longer period as shall be prescribed by
the City following the mailing of such notice, the Holders of not
less than two- thirds (2/3) in aggregate principal amount of the
Bonds Outstanding at the time of the execution of any such
supplemental trust agreement shall have consented to and approved
the execution thereof as herein provided, no Holder of any Bond
shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or to enjoin or
restrain the Trustee or the City from executing the same or from
taking any action pursuant to the provisions thereof. Upon the
execution of any such supplemental Trust Agreement as in this
Section permitted and provided, this Trust Agreement shall be and
be deemed to be modified and amended in accordance therewith. The
Trustee may receive an opinion of counsel that any such sup-
plemental trust agreement entered into by the City and the Trustee
complied with the provisions of this Article and the Trustee may
rely upon such opinion.
29
ARTICLE XI
MISCELLANEOUS
SECTION 1101. CONSENTS, ETC., OF OWNERS. Any consent,
request, direction, approval, objection or other instrument re-
quired by this Trust Agreement to be signed and executed by Owners
may be in any number of concurrent documents and may be executed
by Owners in person or by agent appointed in writing. Proof of
the execution of any such consent, request, direction, approval,
objection or other instrument or of the writing appointing any
such agent and of the ownership of Bonds, if made in the following
manner, shall be sufficient for any of the purposes of this Trust
Agreement and shall be conclusive in favor of the Trustee with
regard to any action taken by it under such request or other
instrument, namely:
(a) The fact and date of the execution by any person of any
such writing may be proved by the certificate of any officer in
any jurisdiction who by law has power to take acknowledgments
within such jurisdiction that the person signing such writing
acknowledged before him the execution thereof, or by an affidavit
of any witness to such execution.
(b ) The fact of the holding by any person of Bonds or any
coupons, if applicable, and the amounts and numbers of such Bonds,
and the date of the holdings of the same, may be proved by a cer-
tificate, deemed by the Trustee to be satisfactory, executed by
any trust company, bank or banker, wherever situated, stating that
at the date thereof the party named therein did exhibit to an
officer of such trust company or bank or to such banker, as the
property of such party, the Bonds or any coupons, if applicable,
therein mentioned. The Trustee may, in its discretion, require
evidence that such Bonds have been deposited with a bank or trust
company before taking any action based on such ownership. In lieu
of the foregoing, the Trustee may accept other proofs as it shall
reasonably deem appropriate. For all purposes of this Trust
Agreement and of the proceedings for the enforcement hereof, such
person shall be deemed to continue to be the Holder of such Bond
until the Trustee shall have received notice in writing to the
contrary.
SECTION 1102. LIMITATION OF RIGHTS. With the exception of
rights herein expressly conferred, nothing expressed or mentioned
in or to be implied from this Trust Agreement, or the Bonds, is
intended or shall be construed to give to any person or company
other than the parties hereto, and the Owner of the Bonds, any
legal or equitable right, remedy or claim under or in respect to
this Trust Agreement or any covenants, conditions and provisions
herein contained; this Trust Agreement and all of the covenants,
conditions and provisions hereof being intended to be and being
for the sole and exclusive benefit of the parties hereto and the
Owner of the Bonds as herein provided .
30
SECTION 1103. SEVERABILI`.CY. If any provision of this Trust
Agreement shall be held or deemed to be or shall, in fact, be
inoperative or unenforceable as applied in any particular case in
any jurisdiction or jurisdictions or in all jurisdictions, or in
all cases because it conflicts with any other provision or provi-
sions hereof or any other reason, such circumstances shall not
have the effect of rendering the provision in question inoperative
or unenforceable in any other case or circumstance, or of render-
ing any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses
or sections in this Trust Agreement contained, shall not affect
the remaining portions of this Trust Agreement, or any part there-
of.
SECTION 1103A. INCONSISTENCIES AND CONFLICTS. In the event
any provision of this Trust Agreement conflicts with the provi-
sions of the Resolution, this Trust Agreement shall prevail.
SECTION 1104. NOTICES. It shall be sufficient service of
any notice, request, complaint, demand or other paper on the par-
ties hereto if the same shall be duly mailed, postage prepaid,
addressed as follows:
(a) If to the City, to City of Winter Springs, Florida, 400
N. Edgemon Avenue, Winter Springs, Florida 32708.
(b) If to the Trustee, to Barnett Banks Trust Company,
N.A. , 801 Riverside Avenue, Jacksonville, Florida 32204, Atten-
tion: Corporate Trust Department.
The City and the Trustee may, by notice given hereunder,
designate any further or different addresses to which subsequent
notices, certificates or other communication shall be sent, but
such notice of change of address shall be effective only when
received by the Trustee on behalf of the Owners, and by each other
party hereto.
SECTION 1105. TRUSTEE AS BOND REGISTRAR AND PAYING AGENT.
The Trustee agrees to act as Bond Registrar and Paying Agent for
and in respect to the Bonds if so appointed by Resolution of the
City.
SECTION 1106. PAYMENTS DUE ON SUNDAYS AND HOLIDAYS. In any
case where the date of maturity of interest on or principal of the
Bonds or the date fixed for redemption of any Bonds shall be on a
Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment of interest or prin-
cipal (and premium, if any) need not be made on such date but may
be made on the next succeeding business day not a Sunday or a
legal holiday or a day upon which banking institutions are autho-
rized by law to close with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.
31
SECTION 1107. HEADINGS NOT PART OF TRUST AGREEMENT. Any
headings preceding the text of the several Articles or Sections
hereof, and any table of contents or marginal notes appended to
copies hereof, shall be solely for convenience of reference and
shall not constitute a part of this Trust Agreement, nor shall
they affect its meaning, construction or effect.
SECTION 1108. COUNTERPARTS. This Trust Agreement may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and
the same instrument.
SECTION 1109. APPLICABLE LAW. This Trust Agreement shall be
governed by, and interpreted in accordance with, the applicable
laws of the State of Florida.
SECTION 1110. TRUST AGREEMENT EFFECTIVE UPON EXECUTION.
This Trust Agreement shall not become effective and shall be of no
force and effect, unless and until it shall be executed and
delivered.
IN WITNESS WHEREOF, the City of Winter Springs, Florida, has
caused these presents to be signed. in its name and behalf by its
Mayor and its City Clerk and its corporate seal to be hereunto
affixed and to evidence its acceptance of the trust hereby
created, Barnett Banks Trust Company, N. A., has caused these
presents to be signed in its name and behalf by its
its official seal to be
hereunto aifixe~3, and the same to be attested by one of its Trust
Of f icer~, all as of June 1 , 1984 .
CI~ OF J~]INTER SPRINGS, FLORIDA
(SEAL) By ~~~.
~~~~ ~~
C i ty Cl rk ~ ~~
(SEAL)
ATTEST:
BARNETT BANKS TRUST COMPANY,
N.A. as Trustee
By
32
STATE OF
COUNTY OF
On the day of ', 19 , before me personally appeared
and with
whom I am personally acquainted and who upon their several oaths
acknowledged himself to be the Mayor of the City of Winter
Springs, Florida; whose residence address i.s
that he as such officer being authorized so to do, executed the
foregoing instrument for the purpose therein contained; that he
knows the seal of said City and that the seal affixed to said
instrument is such official seal, that it was so affixed by order
of. the City Commission; and that he signed his name thereto by
like order.
IN WITNESS WHEREOF I have hereunto set my hand and official
seal.
NOTARY PUBLIC
My Commission Expires:
STATE OF
COUNTY OF
On the day of 19 , before me personally
appeared and with
whom I am personally accuainted and who upon their several oaths
acknowledged themselves to be
and , respectively, of Barnett
Banks Trust Company, N.A.; that they as such officers being
authorized so to do, executed the foregoing instrument for the
purpose therein contained by signing the name of said Trustee,
that they know the seal of said Trustee and that the seal affixed
to said instrument is such official seal, that it was so affixed
by order of the Board of. Directors; and that each of them signed
his name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
NOTARY PUBLIC
My Commission Expires:
33
STATE OF
COUNTY OF
On the day of 19 before me personally appeared
and who upon her oath acknowledged heo s 1 f to be othe 1 Jerk uof nthe
City of Winter Springs, Florida; that she as such officer being
authorized so to do, executed the foregoing instrument for the
purpose therein contained; that she knows the seal of said City
and that the seal affixed to said instrument is such official
seal, that it was so affixed by order of the City Commission; and
that she signed her name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal . :~
NOTARY PUBLIC'
My Commission Expires:
34