02/15/2012 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: March 29, 2012
TO: Suzanne A. Hutton
County Attorney
ATTN: Kathy M. Peters
Executive Assistant
FROM: Pamela G. HancC.
At the February 15, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item Q4 Fourth Amendment to Agreement, dated March 15, 2006, between Monroe
County and Ira Libanoff, Esquire. Duplicate original attached.
Item Q5 Authorization for the County Attorney Staff to execute a Trust Termination and
Indemnification Agreement in the Estate of James T. Lynn, as revised. Copy not attached as you
have copied Bob Shillinger.
Should you have any questions, please feel free to contact this office.
cc: Finance -
File✓
MCARTHUR FRANKLIN PLLC
SUITE 820 • 1101 SEVENTEENTH STREET, NORTHWEST • WASHINGTON, r:>.C. 20036
TEL: (Z(DZ) 857 -3434 • FAX: (ZOZ) 463 -3060
www.mcarthurlaw.com
VIRGINIA A. MCARTHUR MOLLY B.F. WALLS
A[DMITTE[D: MD, N/A AEDMITTEED: MID, NY, V^
vmcarthur@mcarthurlaw.com mwalls @mcarthurlaw.com
COUNSEL
RICHARD S. FRANKLIN
AE>MITTED: FL
rfranWin@mcarthurlaw.com
Federal Express
March 22, 2012
Kathy Peters, Paralegal/Admin. Liaison for
Robert B. Shillinger, Jr.
Chief Assistant County Attorney
1111 12' Street, Suite #408
Key West, FL 33040
Re: The Lynn Charitable Remainder Trust
Under the James T. Lynn Trust
Dear Ms. Peters:
LUCY P. KIERNAN
AOM ITTE ID: ED. C NY, VA
REC lkieman@mcafthuilaw.com
EIVED
`44. ` = ;� 1012
#40 NROE COUNTY ATTORNEY
Enclosed is a copy of the fully executed Trust Termination and Indemnification
Agreement along with check payable to the Monroe County in the amount of $165,632.50. Also
enclosed is the duplicate original marked "Monroe County Clerk ". We only have one original
set of signatures and have retained those originals in our file.
If you have any questions regarding this final distribution please contact me at your
convenience.
Sincerely,
Susan G. Kelley
Trust & Estate Administrator
Enclosures
Cc: J. Peter Lynn, Trustee (w/ enclosures)
Richard S. Franklin, Esq.
FOR DISCLAIMER TR U/A J LYNN TR 6/29/69 CHECK NUMBER: 336277
CRT TERMINATION AND CHECK AMOUNT: $165,632.50
DISTRIBUTION TO BENEFICIARY CHECK DATE: March 21, 2012
RECEIVED
`A AR � 3 2012
MONROE COUNTY ATTORNEY
N A R N I N G
55-397
212
CHECK NUMBER 336277
O NOT - ASH ',LESS IOU 'AN SEE A - .RUE
_FR ARK OLD UP TO uGHT SEE "SAFE'
p "..Py F'RST'.
PAY ONE HUNDREDSIXTY FIVE THOUSAND SIX HUNDRED THIRTY TWO and
50/100 Dollars
TO THE MONROE COUNTY
ORDER
OF
11 1:0 2 1 20 39 701: 3032011'
March 21, 2012
* * * * * ** *$165,632.50
1
AUTHORIZED SIGNATURE
B ESSEMER TRUST
x4
BESSEMER TRUST COMPANY
100 WOODBRIDGE CENTER DRIVE
. � , WOODBRIDGE,
NJ 07095 -1191
TRUST DEPARTMENT
55-397
212
CHECK NUMBER 336277
O NOT - ASH ',LESS IOU 'AN SEE A - .RUE
_FR ARK OLD UP TO uGHT SEE "SAFE'
p "..Py F'RST'.
PAY ONE HUNDREDSIXTY FIVE THOUSAND SIX HUNDRED THIRTY TWO and
50/100 Dollars
TO THE MONROE COUNTY
ORDER
OF
11 1:0 2 1 20 39 701: 3032011'
March 21, 2012
* * * * * ** *$165,632.50
1
AUTHORIZED SIGNATURE
F I
TRUST TERMINATION AND INDEMNIFICATION AGREEMENT
THIS TRUST TERIVIINATION 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 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.
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 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
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
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-
24. A facsimile signature to this Agreement shall constitute an original and may be
relied upon as such.
IN WITNESS WIEREOF, the parties have affixed their hands and seals to this
agreement on the dates as noted below.
LVITHILIMM
J. PETER LYNN, Trustee
DATE:
joAk M. LYNN, Life Beneficiag
DATE:
THE CLEVELAND FOUNDATION, Qualified
Beneficiary:
By: Caprice H. Bragg, Sr. Vice President
Gifting and Donor Relations
DATE:
Trust Termination and Indemnification Agreement
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* Kaye M. R dol f i
Senior Vice President, Advancement
DATE: ay I
Trust Termination and Indemnification Agreement -4-
CITY OF HARTFORD, Beneficiary:
i®
Corporation Counsel
DATE: ice.
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-
CITY OF HARTFORD, Remainder Beneficiary:
®R FAV
e 5;1 MR
By: Saundra Kee Borges, Corporation Counsel
DATE:
MONROE COUNTY, FLORIDA, Remainder
Beneficiary:
By: Robert Shillinger, Esq., Chief
Assistant County Attorney
DATE: Z� - 0- (_ /_ o
THE COMMUNITY FOUNDATION OF THE
NATIONAL CAPITAL REGION, Remainder
Beneficiary:
By: Mark Hansen, Chief Financial Officer
DATE:
MONROE COUNTY ATTORNEY
APTOV D T RM:
ROBERT B. SHILLINGE , JR.
CHIEF AS TANT COON Y ATTORNEY
Date: � - / 4.. -,
Trust Termination and Indemnification Agreement -5-
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
Benefici
Mark Hans n, Chief Financial Officer
DATE: oz lIe—"
Trust Termination and Indemnification Agreement -5-
Exhibit A
AFFIDAVIT OF JOAN M. LYNN
STATE OF V )
COUNTY OF SS. 0 )
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 K LYNN, who,
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.
0 4�2x )91 ,
JO M. LYNN
SWORN TO AND SUBSCRIBED before me this .* day of 4 , 2012,
by JOAN M. LYNN, who is personally known to me (yes) (no) or who produced
l 1 ✓ 5 he as identification tome. !, _
(Print Name)
My Commission Expires:
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 Mental 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 16, 2011. Her examination,
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,
.r
Michael A. Newman, M.D.
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 -2406
Z/Z 'd ZECON NOUNS INOIS NOMIN Ndlt :S NZ '61 Vf
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:
0uart erly
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 %) / 0.2% = X / 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: $662,530.00
Donor's Deduction: $662,530.00
Donor's Deduction as Percentage of Amount Transferred: 66.253%
Deduction as Percentage of Amount Transferred
3.3.751 %
Non - deductible 33.751% M 1eductible 65.25°/6
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
Net Loss on Sales or Other Dispositions
Less Disbursements:
Administrative Expenses
Federal & State Taxes
Balance Before Distributions
Less Amounts to Beneficiaries
Total Distributions
Principal Balance On Hand
Income
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
Income Balance on Hand
For Information:
Investments Made
Unpaid Expenses
Unrealized Gains and Losses
Combined Balance on Hand
$ 5,873,647.50
$
7,258,621.05
(97,325.90)
$
7,161,295.15
$ 198,852.86
161.97
199,014.83
$
6,962,280.32
$ 1,065,603.00
$
1,065,603.00
$
5,896,677.32
$ 131,072.26
0.00
$
131,072.26
$ 154,003.89
22.32
154,026.21
$
(22,953.95)
$ 0.00
75.8
$
75.87
$
(23,029.82)
$ 5,873,647.50
0.
Disclaimer Trust u/a 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
$ 6,763,140.00
3,764.28
$ 6,766,904.28
$ 19,970.30
1.904.223.00
1,924,193.30
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
$ 4,842,710.98
1,708,000.00
3,046.38
$ 1,711,046.38
$ 3,131,664.60
11,851.86
0.00
11,851.86
$ 3,046.38
3,046.38
$ 8,805.48
$ 0.00
$ 0.00
$ 8,805.48
$ 3,140,470.08
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 Property
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