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Item Q5BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Add On — REVISED BACKGROUND IN BOLD Meeting Date: February 15, 2012 Division: County Attorney Bulk Item: Yes X No _ Staff Contact: Bob Shillinger x3470 AGENDA ITEM WORDING: Approval of authorization for County Attorney Staff to execute a Trust Termination and Indemnification Agreement in the Estate of James T. Lynn. ITEM BACKGROUND: Monroe County was named as a beneficiary in the James T. Lynn Trust. Mr. Lynn passed away on December 6, 2010. At the time of his death the value of the trust was $1,000,000. Under the terms of the trust, Mrs. Lynn, as a life beneficiary is to receive quarterly payments of 5% of the net fair market values of the assets of the trust. Upon Mrs. Lynn's death and under the terms of the trust, the County and 3 other beneficiaries would receive one-fourth of any balance of the trust. Mrs. Lynn has proposed a termination and current distribution of the trust's proceeds. Mrs. Lynn is proposing to terminate the trust before its actual funding; in that way she receives $321,070 and the County and each of the other 3 beneficiaries receives $169'7320 50 $165,632.50. By agreeing to the Trust Termination and Indemnification Agreement the County waives any future rights under the trust including a proportionate share of any increase in value. This item is being added on to expedite the receipt of $16n�i0 $165,632.50 in unanticipated revenue. On February 14, 2012, the attorney for the James T. Lynn Estate called to advise staff of a math error in the pay -out amount. The correct amount is $165,632.50, not $169,732.50 as previously indicated. Revised back up has been provided. PREVIOUS RELEVANT BOCC ACTION: NONE CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: APPROVAL TOTAL COST: n/a INDIRECT COST: BUDGETED: Yes No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: n/a SOURCE OF FUNDS: REVENUE PRODUCING: Yes X No _ AMOUNT $165,632.50 one time payment. APPROVED BY: County Atty x DOCUMENTATION: Included X OMB/Purchasing Risk Management Not Required 05 DISPOSITION: AGENDA ITEM # Revised 7/09 TRUST TERMINATION AND INDEMNIFICATION AGREEMENT THIS TRUST TERMINATION AND INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this day of , 2012, by and between J. PETER LYNN, as the Trustee of the JAMES T. LYNN TRUST, as amended and restated in its entirety on September 19, 2008, and as Trustee of the LYNN CHARITABLE REMAINDER TRUST created under Article Three, Section A of said trust instrument, and JOAN M. LYNN, THE CLEVELAND FOUNDATION, the CITY OF HARTFORD, CONNECTICUT, MONROE COUNTY, FLORIDA and THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION, as the beneficiaries of the LYNN CHARITABLE REMAINDER TRUST. In consideration of the mutual promises herein contained, and other good and valuable consideration, it is agreed as follows: 1. JAMES T. LYNN (the "decedent") established a revocable trust known as the JAMES T. LYNN TRUST, as fully amended and restated in its entirety on September 19, 2008 (the "Trust"). 2. The decedent died on December 6, 2010. 3. Upon the decedent's death, the Trust provides for the establishment of the LYNN CHARITABLE REMAINDER TRUST (the "CRT"). 4. J. PETER LYNN is the Trustee of the Trust and is the appointed Trustee of the CRT (the "Trustee"). 5. The CRT is intended to be a charitable remainder unitrust within the meaning of Section 664(d)(2) of the Internal Revenue Code (the "Code"). 6. The decedent's surviving spouse, JOAN M. LYNN, as the sole beneficiary during her lifetime (hereinafter sometimes referred to as the "Life Beneficiary") of the CRT, is to receive quarterly unitrust payments of five percent (5%) of the net fair market value of the assets as valued on the first day of each taxable year. 7. Upon the death of the Life Beneficiary, the balance of the CRT is to be paid in equal shares to (i) THE CLEVELAND FOUNDATION, (ii) the CITY OF HARTFORD, CONNECTICUT, (iii) MONROE COUNTY, FLORIDA and (iv) THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION (hereinafter sometimes referred to individually as a "Remainder Beneficiary" and collectively as the "Remainder Beneficiaries"). 8. Article Two, Section C.5 of the Trust directs that the CRT will be funded with $1,000,000 of the Trust. Pursuant to Florida Statutes Sections 738.201(4) and 738.202, the CRT is also entitled to a share of any net income from the Trust during the period of settlement following the decedent's death based on the CRT's fractional interest in the undistributed principal assets of the Trust. The amounts that are distributable to the CRT shall be referred to herein as the "Property." Trust Termination and Indemnification Agreement - 1 - 9. The Life Beneficiary and the Remainder Beneficiaries agree that it is in all parties' best interest to terminate the CRT before its actual funding as provided herein. 10. The CRT shall be terminated and the Property shall instead be distributed outright and free of trust to the Life Beneficiary and the Remainder Beneficiaries as provided herein. 11. Based on the Life Beneficiary's age and the affidavit attached hereto as Exhibit "A" stating that the Life Beneficiary suffers from no medical condition expected to result in shorter than average longevity, the parries agree that at the Life Beneficiary's age of 79 (closest age within 6 months) upon the decedent's death in December 2010, the interests of the Life Beneficiary of the CRT are worth 33.747% of the Property. A copy of the calculation for the present value of the remainder interest in the CRT is attached hereto as Exhibit "B". 12. The parties agree that the aggregate interests of the Remainder Beneficiaries are worth 66.253% of the Property and that each individual Remainder Beneficiary's interest is worth 16.56325% of the Property. 13. The Life Beneficiary and each of the Remainder Beneficiaries acknowledge receipt of a copy of the Trust and accounting information for the Trust from the decedent's date of death through December 6, 2011, and waive, individually and as a representative of their beneficiaries, heirs, and assigns, respectively, the right to object to the accounting information for the Trust attached to this Agreement as Exhibit "C" and agree to the final distributions reflected on Exhibit "D" as the full and final settlement of the entire amount to which each is entitled, respectively. 14. The Trustee shall as soon as reasonably practicable after the date upon which all parties have joined in this Agreement by execution thereof distribute the Property to the Life Beneficiary and the Remainder Beneficiaries in the amounts reflected on Exhibit D, respectively. 15. The Life Beneficiary and each of the Remainder Beneficiaries agrees to pay his, her or its own expenses related to the review and negotiation of this Agreement, and distribution of the Property as a result of the execution of this Agreement. 16. The Life Beneficiary and each of the Remainder Beneficiaries waive, individually and as a representative of their beneficiaries, heirs, and assigns, respectively, any and all causes of action existing now or arising at any time in the future pursuant to federal, state or local law relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust, including and without limitation thereto any cause of action predicated on breach of fiduciary obligations with respect thereto. 17. The Life Beneficiary and each of the Remainder Beneficiaries severally agree to indemnify and hold harmless the Trustee (individually or in his fiduciary capacity) from all manner of causes of action pursuant to federal, state or local law for claims and controversies of or relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust of any and all types, and for all costs associated with defending any and all manner of causes of action, claims and controversies brought or asserted against the Trustee for or relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust including actions challenging the validity or effect of this Agreement, or Trust Termination and Indemnification Agreement - 2 - commenced by the Trustee in response thereto, including but not limited to attorney's fees and court costs incurred at both the trial level and appellate level, to the extent of the value of the Property heretofore and hereafter distributed to the Life Beneficiary and each of the Remainder Beneficiaries, respectively. 18. The Life Beneficiary and each of the Reminder Beneficiaries severally agree to indemnify the Trustee for all costs associated with enforcing this Agreement, including but not limited to attorney's fees and court costs incurred at both the trial level and appellate level, to the extent of the value of the Property theretofore and hereafter distribute to the Life Beneficiary and each of the Reminder Beneficiaries, respectively. 19. This Agreement contains the entire understanding of the parties, and no representations or promises have been made except as contained herein. This Agreement may be amended only by written instrument executed with the same formalities of this agreement by all parties hereto. No waiver or cancellation of this Agreement, or any part thereof, shall be effective unless signed and acknowledged in a written instrument executed with the same formalities of this Agreement by all parties hereto. 20. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. 21. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. 22. The law of the State of Florida shall govern the validity and interpretation of the provisions of this Agreement. Each party hereto consents to the personal jurisdiction of the Monroe County Circuit Court in any action arising hereunder or in connection herewith and agrees that service of process by certified mail to the parry's last known address shall be sufficient. 23. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement shall be binding when one or more counterparts hereof, individually or taken together, shall bear the signature of the parties reflected hereon as signatories. [The balance of this page is intentionally blank.] Trust Termination and Indemnification Agreement - 3 - 24. A facsimile signature to this Agreement shall constitute an original and may be relied upon as such. IN WITNESS WHEREOF, the parties have affixed their hands and seals to this agreement on the dates as noted below. WITNESSES J. PETER LYNN, Trustee DATE: JOAN M. LYNN, Life Beneficiary DATE: THE CLEVELAND FOUNDATION, Qualified Beneficiary: By: Caprice H. Bragg, Sr. Vice President Gifting and Donor Relations DATE: Trust Termination and Indemnification Agreement - 4 - CITY OF HARTFORD, Remainder Beneficiary: By: Saundra Kee Borges, Corporation Counsel DATE: MONROE COUNTY, FLORIDA, Remainder Beneficiary: By: Robert Shillinger, Esq., Chief Assistant County Attorney DATE: THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION, Remainder Beneficiary: By: Mark Hansen, Chief Financial Officer DATE: MONROE UOUNTY ATTORNEY APP OV D T RM: ROBERT B. SHILLINGER JR. CHIEF ASI$I� T—AN/T COUNTY ATTORNEY Trust Termination and Indemnification Agreement - 5 - Exhibit A AFFIDAVIT OF JOAN M. LYNN STATE OF SS. COUNTY OF BEFORE ME, the undersigned authority, personally appeared JOAN M. LYNN, who, being first duly sworn, deposes and says: 1. My date of birth is September 6, 1931. 2. lam a female. 3. My address is 6901 Radnor Road, Bethesda, MD 20817. 4. My primary physician, Dr. Michael A. Newman, who is licensed to practice medicine in the District of Columbia and has practiced in the field of intenal medicine for over 20 years, attends to me at least annually for routine medical treatment, care and examinations, and has recently conducted a physical and medical examination of me on September 16, 2011. 5. To the best of my knowledge and belief, I have no medical condition and know of no other condition or circumstance that is expected to result in a shorter -than -average longevity or life expectancy than that set forth in Treas. Reg. § 1.72-9 or any other applicable Treasury Regulation for a person of my age and gender. JOAN M. LYNN SWORN TO AND SUBSCRIBED before me this day of , 2012, by JOAN M. LYNN, who is personally known to me (yes) (no) or who has produced as identification to me. Notary Public, State of Name: (Print Name) My Commission Expires: (SEAL) Exhibit B CALCULATION OF REMAINDER INTEREST VALUE Exhibit C TRUST ACCOUNTING INFORMATION Exhibit D DISTRIBUTION OF THE PROPERTY Property Value: Distribution pursuant to Article Two, Section C.5 $1,000,000 Share of income from Exhibit C $ 0 Total Property $1,000,000 Beneficiary Percentage of Pro e Amount of Distribution Joan M. Lynn 33.747% $337,470.00 The Cleveland Foundation 16.56325% $165,632.50 City of Hartford 16.56325% $165,632.50 Monroe County 16.56325% $165,632.50 The Community Foundation of the National Capital Region 16.56325% $165,632.50 $1,000,000 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Add On Meeting Date: February 15, 2012 Bulk Item: Yes X No Division: County Attorney_ Staff Contact: Bob Shillinger x3470 AGENDA ITEM WORDING: Approval of authorization for County Attorney Staff to execute a Trust Termination and Indemnification Agreement in the Estate of James T. Lynn. ITEM BACKGROUND: Monroe County was named as a beneficiary in the James T. Lynn Trust. Mr. Lynn passed away on December 6, 2010. At the time of his death the value of the trust was $1,000,000. Under the terms of the trust, Mrs. Lynn, as a life beneficiary is to receive quarterly payments of 5 % of the net fair market values of the assets of the trust. Upon Mrs. Lynn's death and under the terms of the trust, the County and 3 other beneficiaries would receive one-fourth of any balance of the trust. Mrs. Lynn has proposed a termination and current distribution of the trust's proceeds. Mrs. Lynn is proposing to terminate the trust before its actual funding; in that way she receives $321,070 and the County and each of the other 3 beneficiaries receives $169,732.50. By agreeing to the Trust Termination and Indemnification Agreement the County waives any future rights under the trust including a proportionate share of any increase in value. This item is being added on to expedite the receipt of $169,732.50 in unanticipated revenue. PREVIOUS RELEVANT BOCC ACTION: NONE CONTRACT/AGREEMENT CHANGES: NIA STAFF RECOMMENDATIONS: APPROVAL TOTAL COST: nla INDIRECT COST: DIFFERENTIAL OF LOCAL PREFERENCE: BUDGETED: Yes No COST TO COUNTY: nla SOURCE OF FUNDS: REVENUE PRODUCING: Yes X No _ AMOUNT $169,732.50 one time payment. APPROVED BY: County AttyOMB/Purchasing Risk Management DOC[JIVIENTATION: Included X Not Required DISPOSITION: ,,. , AGENDA ITEM # McARTHURFRAN KLI N PLLC SUITE 8Za • ilai SEVENTEENTH STREET, NORTHWEST • WASHINGTON, D.G. ZaQ3C TEL- (zoz) 857 3434 ■ FAx: (ZaZ) 463 3aF3a www.mcarthurlaw.com VI RG I N IA A. M cARTH u R AD M 1TTEE3: M.C., M M. VA vmcarthur@mcarthurlaw.com RICHARD S. FRANKLIN ^ 0 M I77E0: 0.C.. FL rfranldin@mcarthurlaw.com Robert Shillinger, Esq. Chief Assistant County Attorney Monroe County P.D. Box 1026 Key Nest, FL 33041-1026 MOLLY B.F. WALLS ABM ITTEM: M.(--., M M, NY, VA mwalls@mcarthurlaw.com �Q cou NSE� AN January 26, 2412 ,yo � Lucy P. KI ERNAN NDF R �� ABM 1TTEM: M.C.. NY, VA C0U►y rY 11deman@mcarthurlaw. com .�rroA& Re: The Estate of James T. Ly_nn Dear Mr. Shillinger: In our letter of June 16, 2011, we outlined the planned early termination of the Lynn Charitable Remainder Trust (the "Lynn CRT"), created under Article Three, Section A of the James T. Lynn Trust. We proposed that Mrs. Lynn would be paid the present value of her interest in the Lynn CRT and the balance would be distributed equally to The Cleveland Foundation, The City of Hartford, Monroe County, Florida, and The Community Foundation of the National Capital Region (the "Charities"). We provided you a sample Trust Termination and Indemnification Agreement (the "Agreement") for your consideration. You indicated your agency's willingness to accept the terms of the Agreement as previously drafted. I now enclose the final Agreement for your consideration and signature. Upon receipt of the signed Agreement from each of the Charities and Mrs. Lynn we will move forward with the distributions. The CRT is entitled to a share of the net income earned by Mr. Lynn's Trust from the date of death thru the date of distribution. Attached to the Agreement, as Exhibit C, are Summaries of Account of the James T. Lynn Trust and the Disclaimer Trust ula James T. Lynn Trust. As part of the administration of Mr. Lynn's Estate, Mrs. Lynn disclaimed her interest in certain assets. For tracking purposes, the disclaimed assets are housed in a separate Disclaimer Trust. The CRT is entitled to a share of the net income from the aggregate assets of the trusts. For that reason, we have provided summaries of the accountings for both trusts. If you would like to see all of the underlying detail for the accountings please let me know and I will forward it to you. As you will see, after the payment of administrative expenses and taxes, there is no net income available on an aggregate basis. Expenses were allocated one-half to income and one-half to principal, based on the current statutory guidelines for allocation of expenses. Exhibit D shows the calculation of the actual distribution amounts to Mrs. Lynn and the Charities. If you find the proposal satisfactory, please sign the Agreement as indicated and return the original to me. I will provide you with a fully executed copy of the Agreement once it is signed by all parties. Monroe County January 26, 2012 Page 2 of 2 Please contact me if you have any questions. Sincerely, Richard S. Franklin Enclosure cc: J. Peter Lynn, Trustee (w/ enclosure) TRUST TERMINATION AND INDEMNMCATION AGREEMENT THIS TRUST TE ATION AND INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this day of , 2012, by and between J. PETER LYNN, as the Trustee of the JAMES T. LYNN TRUST, as amended and restated in its entirety on September 19, 2008, and as Trustee of the LYNN CHARITABLE REMAINDER TRUST created under Article Three, Section A of said trust instrument, and JOAN M. LYNN, THE CLEVELAND FOUNDATION, the CITY OF HARTFORID, CONNECTICUT, MONRDE COUNTY, FLORIDA and THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION, as the beneficiaries of the LYNN CHARITABLE REMAINDER TRUST. In consideration of the mutual promises herein contained, and other good and valuable consideration, it is agreed as follows: 1. JAMES T. LYNN (the "decedent") established a revocable trust known as the JAMES T. LYNN TRUST, as fully amended and restated in its entirety on September 19, 2008 (the "Trust"}. 2. The decedent died on December 612010. 3. Upon the decedent's death, the Trust provides for the establishment of the LYNN CHARITABLE REMAINDER TRUST (the "CRT"). 4. J. PETER LYNN is the Trustee of the Trust and is the appointed Trustee of the CRT (the "Trustee"). 5. The CRT is intended to be a charitable remainder unitrust within the meaning of Section 664(d)(2) of the Internal Revenue Code (the "Code"). 6. The decedent's surviving spouse, JOAN M. LYNN, as the sole beneficiary during her lifetime (hereinafter sometimes referred to as the "Life Beneficiary") of the CRT, is to receive quarterly unitrust payments of five percent (5%) of the net fair market value of the assets as valued on the first day of each taxable year. 7, Upon the death of the Life Beneficiary, the balance of the CRT is to be paid in equal shares to (i) THE CLEVELAND FOUNDATION, (ii) the CITY OF HARTFORD, CONNECTICUT, (iii) MONROE COUNTY, FLORIDA and (iv) THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION (hereinafter sometimes referred to individually as a "Remainder Beneficiary" and collectively as the "Remainder Beneficiaries"). 8. Article Two, Section C.5 of the Trust directs that the CRT will be funded with $1,000,000 of the Trust. Pursuant to Florida Statutes Sections 73 8.201(4) and 73 8.202, the CRT is also entitled to a share of any net income from the Trust during the period of settlement following the decedent's death based on the CRT's fractional interest in the undistributed principal assets of the Trust. The amounts that are distributable to the CRT shall be referred to herein as the "Property." Trust Termination and indemnification Agreement - 1 - 9. The Life Beneficiary and the Remainder Beneficiaries agree that it is in all parties' best interest to terminate the CRT before its actual funding as provided herein. 100 The CRT shall be terminated and the Property shall instead be distributed outright and free of trust to the Life Beneficiary and the Remainder Beneficiaries as provided herein. 11. Based on the Life Beneficiary's age and the affidavit attached hereto as Exhibit "A" stating that the Life Beneficiary suffers from no medical condition expected to result in shorter than average longevity, the parties agree that at the Life Beneficiary's age of 79 (closest age within 6 months) upon the decedent's death in December 2010, the interests of the Life Beneficiary of the CRT are worth 32.107% of the Property. A copy of the calculation for the present value of the remainder interest in the CRT is attached hereto as Exhibit "B". 12. The parties agree that the aggregate interests of the Remainder Beneficiaries are worth 67.893% of the Property and that each individual Remainder Beneficiary's interest is worth 16.97325% of the Property. 13. The Life Beneficiary and each of the Remainder Beneficiaries acknowledge receipt of a copy of the Trust and accounting information for the Trust from the decedent's date of death through December 6, 2011, and waive, individually and as a representative of their beneficiaries, heirs, and assigns, respectively, the right to object to the accounting information for the Trust attached to this Agreement as Exhibit "C" and agree to the final distributions reflected on Exhibit "D" as the full and final settlement of the entire amount to which each is entitled, respectively. Me The Trustee shall as soon as reasonably practicable after the date upon which all parties have joined in this Agreement by execution thereof distribute the Property to the Life Beneficiary and the Remainder Beneficiaries in the amounts reflected on Exhibit D. respectively. 15. The Life Beneficiary and each of the Remainder Beneficiaries agrees to pay his, her or its own expenses related to the review and negotiation of this Agreement, and distribution of the Property as a result of the execution of this Agreement. 16, The Life Beneficiary and each of the Remainder Beneficiaries waive, individually and as a representative of their beneficiaries, heirs, and assigns, respectively, any and all causes of action existing now or arising at any time in the future pursuant to federal, state or local law relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust, including and without limitation thereto any cause of action predicated on breach of fiduciary obligations with respect thereto. 17. The Life Beneficiary and each of the Remainder Beneficiaries severally agree to indemnify and hold harmless the Trustee (individually or in his fiduciary capacity) from all manner of causes of action pursuant to federal, state or local law for claims and controversies of or relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust of any and all types, and for all costs associated with defending any and all manner of causes of action, claims and controversies brought or asserted against the Trustee for or relating to the termination and immediate distribution of the Property payable to the CRT pursuant to the Trust including actions challenging the validity or effect of this Agreement, or Trust Termination and indemnification Agreement - 2 - commenced by the Trustee in response thereto, including but not limited to attorney's fees and court costs incurred at both the trial level and appellate level, to the extent of the value of the Property heretofore and hereafter distributed to the Life Beneficiary and each of the Remainder Beneficiaries, respectively. 18. The Life Beneficiary and each of the Reminder Beneficiaries severally agree to indemnify the Trustee for all costs associated with enforcing this Agreement, including but not limited to attorney's fees and court costs incurred at both the trial level and appellate level, to the extent of the value of the Property theretofore and hereafter distribute to the Life Beneficiary and each of the Reminder Beneficiaries, respectively. 19, This Agreement contains the entire understanding of the parties, and no representations or promises have been made except as contained herein. This Agreement may be amended only by written instrument executed with the same formalities of this agreement by all parties hereto. No waiver or cancellation of this Agreement, or any part thereof, shall be effective unless signed and acknowledged in a written instrument executed with the same formalities of this Agreement by all parties hereto. 20. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. 21. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. 22. The law of the State of Florida shall govern the validity and interpretation of the provisions of this Agreement. Each party hereto consents to the personal jurisdiction of the Monroe County Circuit Court in any action arising hereunder or in connection herewith and agrees that service of process by certified mail to the party's last known address shall be sufficient. 23. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the sameagreement. This Agreement shall be binding when one or more counterparts hereof, individually or taken together, shall bear the signature of the parties reflected hereon as signatories. [The balance of this page is intentionally blank.] Trust Termination and Indemnification Agreement - 3 - 24. A facsimile signature to this Agreement shall constitute an original and may be relied upon as such. IN WITNESS WHEREOF, the parties have affixed their hands and seals to this agreement on the dates as noted below. WITNESSES J. PETER LYNN, Trustee DATE: JOAN M. LYNN, Life Beneficiary DATE: THE" CLEVELAND FOUNDATION, Qualified Beneficiary: By: Caprice H. Bragg, Sr. Vice President Gifting and Donor Relations BATE: Trust Termination and indemnification Agreement - 4 - CITY OF HARTFORD, Remainder Beneficiary: By: Saundra Kee Borges, Corporation Counsel DATE: MONROE COUNTY, FLORIDA, Remainder Beneficiary: By: Robert Shillinger, Esq., Chief Assistant County Attorney DATE: THE COMMUNITY FOUNDATION OF THE NATIONAL CAPITAL REGION, Remainder Beneficiary: By: Mark Hansen, Chief Financial Officer DATE: Trust Termination and Indemnification Agreement - 5 - Exhibit A AFFIDAVIT OF JDAN M. LYNN STATE OF ko ) COUNTY OF 5S. D ) BEFORE ME, the undersigned authority, being first duly sworn, deposes and says: 1. My date of birth is September 6.1931. 2. I am a female. personally appeared JOAN M. LYNN, who, 3. My address is 6901 Radnor Road, Bethesda, MD 28817. 4. My primary physician, Dr. Michael A. Newman, who is licensed to practice medicine in the District of Columbia and has practiced in the field of ' medicine for over 20 years, allmxb to me at least annually for routine medical treatment, care and examinations, and has recently conducted a physical and medical examination of me on September 16, 20110 5. To the best of my knowledge and belied I have no medical condition and know of no other condition or circumstance that is expected to result in a shorter -than -average longevity or life expectancy than that set forth in Tress. Reg. § 1.72-9 or any other applicable Treasury Regulation for a person of my age and gender. ft-aen ff /fi JOA M. LYNN SWORN To AND SUBSCRIBED before me this day ofj40 , 2012, by JCAN M. LYN1�T, who is personally known to me (yes) (no) or who produced gi 6.It « g.P as identification to me. IWIPi I� Public, State of ame: (Print Name) My Co ion Expires: MAY % ad HOWARD A. WALTON Notary Public Montgomery County Maryland My Commission Expires Feb 1, 2015 MICHAEL A. NEWMAN, M.D., F.A.C.P. January 19, 2012 Re: Medical Certification of Physical and dental Status This letter Is written at the request and authorization of Joan M Lynn who has been my patient since September 1992. Ms. Lynn has a complete examination on September 26, 2011, Herexaminatlon. laboratory studies and ECG were normal. As of this date I certify that Ms. Lynn is In good health and has no physical or mental condition that would affect her life expectancy. Sincerely yours, Michael A. Newman, M.A. Clinical Professor of Medicine George Washington University School of Medicine 2021 K Street N,W., Suite 404, Washington, D.C. 20006 • Tel (202) 466-8118 • Fax (202) 466-2 408 7 /7 Oa 7 C I "AN mom i w Q a mn i s mnimi m Ifil I b : ( 71 A7 `A 14NVr Exhibit B CALCULATION OF REMAINDER INTEREST VALUE Charitable Remainder Unitrust 5/15/2011 (8:34 pm) Trust Type: Life Transfer Date: 12/2010 §7520 Rate: 2.00% F M V of Trust: $1, 000, 000 Growth Rate: 3. 00% Income Rate: 5.00% Percentage Payout: 5.000% Payment Period: Q uarterly Months Val. Precedes Payout: 3 Lives: 1 Ages: 79 CRUT Type: Normal Payout Sequence Factor: 0.987715 Adjusted Payout Rate: 4. 939% Interpolation: Factor at 4.8%: 0.66971 Factor at 5.0%. 0.65938 Difference: 0.01033 (4.939% - 4.8%) 1 0.2% = X 1 0.01033; Therefore X = 0.00718 Life Remainder Factor = Factor at 4. 8% Less X: 0.66253 Present Value of Remainder Interest = $1, 000, 000. 00 x 0. 66253: $eel, 530. 00 Donor's Deduction: $6629530. 00 Donor's Deduction as Percentage of Amount Transferred: 66. 253% Deduction as Percentage of Amount Transferred 33 75% 00-dca-M A N,D"eductble 33.75% = Dedudble 66. Page 1 Exhibit C TRUST ACCOUNTING INFORMATION James T. Lynn Trust Summary of Account From 12/06/2010 to 12/31 /2011 Principal Principal Receipts $ 7,25 8,621.05 Net Loss on Sales or Other Dispositions (972325.90) $ 79161,295.15 Less Disbursements: Administrative Expenses $ 198,852.86 Federal & State Taxes 161.97 1999014.83 Balance Before Distributions $ 6,962,280.32 Less Amounts to Beneficiaries $ 12065,603.00 Total Distributions $ 1,0659603.00 Principal Balance On Hand $ 52896,1677.32 Income Receipts $ 1319072.26 Net Gana on Sales or Other Dispositions 0.00 $ 131,072.26 Less Disbursements: Administrative Expenses $ 1549003.89 Federal & State Taxes 22.32 1549026.21 Balance Before Distributions $ (229953.95) Less Amounts to Beneficiaries $ 0.00 Transfers 75.87 Total Distributions $ 75.87 Income Balance on Hand $ (231,029.82) For Information: Investments Made Unpaid Expenses Unrealized Gains and Losses Combined Balance on Hand $ 5,8739647.50 Disclaimer Trust ula James T. Lynn Trust Summary of Account From 04/04/2011 to 12/31/2011 Principal Principal Receipts Net Gain on Sales or Other Dispositions Less Disbursements: Administrative Expenses Federal & State Taxes Balance Before Distributions Less Amounts to Beneficiaries Transfers Total Distributions Principal Balance On Hand Income Receipts Net Gain on Sales or Other Dispositions Less Disbursements: Administrative Expenses Balance Before Distributions Less Amounts to Beneficiaries Total Distributions Income Balance on Hand For Information: Investments Made Unpaid Expenses Unrealized Gains and Losses Combined Balance on Hand $ 69763,140.00 3,764.28 $ 697662904.28 $ 192970.30 ,...._ 1,19049223.00 19924,193.30 $ 4,8429710.98 $ 197082000.00 39046.38 $ 127115046.38 $ 3913 1 s,664.60 $ 11,851.86 0.00 $ 119851.86 $ 3,046.3 8 3 9046.3 8 $ 8,805.48 $ 0.00 $ 0.00 $ 89805.48 $ 391409470.08 Exhibit D DISTRITBUTION OF THE PROPERTY Property Value: Distribution pursuant to Article Two, Section C.5 $1,000po Share of income from Exhibit C 0 Total Property $110400 ffloQ Beneficiary Percentage of Property Amount of Distribution Joan M. Lynn 32.107% $321,9070.00 The Cleveland Foundation 16.97325% $1692732.50 City of Hartford 16.97325% $169,732.50 Monroe County 16.97325% $169,9732-50 The Community Foundation of the National Capital Region 16.97325% $1699732.50 $120005000.