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03/14/2014 AgreementR Nationwide Trust Company, FSB 457 Custody Agreement (The "Agreement ") This Agreement including the Schedule of Investments attached is made and entered into by between County of Monroe BOCC ( "Sponsor") and Nationwide Trust Company, FSB a divi Nationwide Bank as Custodian ( "NTC ") pursuant to the County of Monroe BOCC 457(b) DE Compensation Plan ( "Plan ") to establish the County of Monroe BOCC 457(b) Deferred Compensation Plan ( "Account "). By signing below, signatories on behalf of the Sponsor and the Plan acknowledge that they have received the Agreement, inclusive of all Schedules listed above, and agree to all terms. Further, they represent that they have the authority to enter into, on behalf of the Sponsor and the Plan, a contractual relationship with NTC with respect to these documents and will be subject to all rights and obligations contained therein. Monr County Board of C oun ty Commissioners Printed S onsor Na Spons r Signa re Date Mayor Title Sylvia J. Murphy Name Da 2 �D By signing below, NTC has agre and aZ - n all rights and obligations contai QereinO t O NTC '3I►g114 .- f MONROE COUNTY ATTORNEY AP OVED AS 0 FORM: NTHIA L. MALL ASSISTANT COUNTY A RNEY Date yy G ARTICLE I — PURPOSE The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Plan is intended to meet the requirements of an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, as amended ( "Code ") and intends to keep such Plan in compliance with the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an agency or instrumentality of either. ARTICLE II — DEFINITIONS Account — The custodial account established herein by which NTC will hold the assets of the Plan or any portion thereof as agreed upon by Sponsor and NTC. Business Day — A day on which NTC and New York Stock Exchange are both open for business. Effective Date — The date on which the Account is created by NTC's acceptance of cash or other assets on behalf of the Sponsor. Prior to the Effective Date, NTC shall have no responsibility hereunder. Employer(s) —The employer(s) of the Participants in the Plan. Funding Vehicles) —As permitted by applicable law, securities held in self- directed brokerage accounts made available by NTC. Original Signature — An authentic, hardcopy, non - reproduced signature of the Sponsor or its designee. Participant — A person for whom benefits are provided under this Agreement, in accordance with the Plan. Plan — The Plan identified on the front page of this Agreement, including any written plan document and trust provisions. Required Format — Acceptable format for submitting information to NTC as prescribed by NTC and on transaction forms prescribed by NTC. Signature — Either the Original Signature or an Original Signature that has been replicated by photocopy, electronic means, or fax. Successor —The trustee or custodian appointed by the Sponsor who succeeds NTC. Written Instruction(s) — Any notices, instructions or other instruments required to be in writing (with Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written Instructions may take the form of a letter, electronic communication through an on -line communication system mutually agreeable to the parties; or a facsimile transmission. NRS -SDO Only (05/2009) -2 of 8- ARTICLE III —THE ACCOUNT The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated by the Sponsor under this Agreement. NTC has entered into arrangements with a provider to make available a Funding Vehicle for possible inclusion in the Account. The assets of the Account shall consist of the Funding Vehicle. The Account and any funds invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation ( "FDIC "), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and administer the Account in accordance with this Agreement. NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall continue to administer the Account in accordance with this Agreement until its obligations are discharged and satisfied. ARTICLE IV— GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC NTC is authorized to take any action set forth below with respect to the Account: Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation, distribution or other disposition of the assets of the Account and all matters relating thereto; Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in the name of its nominee, in an affiliated securities depository, or in such other form as may be required or permitted under applicable law (however, the records of NTC shall indicate the true ownership of such property); Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably necessary to manage and protect the assets held in the Account, to handle controversies that may arise under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Account unless such compensation is otherwise paid by the Sponsor; Commence, maintain, or defend any litigation necessary in connection with the administration of the Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; Take all other acts necessary for the proper administration of the Account. ARTICLE V— INVESTMENT RESPONSIBILITY NTC shall have no investment management responsibility or liability with respect to the Account or any other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated in accordance with Written Instructions. Neither Sponsor nor NTC warrant or guarantees the performance of any Funding Vehicle selected by the Sponsor or Participants. The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of the Funding Vehicle and the management, disposition, and investment of assets of the Account. NTC shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by the Funding Vehicle and the operation of any securities markets. Except to the extent required by applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action, or make recommendations regarding the Account or its investments. NRS -SDO Only (05/2009) -3 of 8- NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor, Participant or beneficiary, or designated investment manager. If a Participant who has investment authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the investment of the Participant's account. No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent of NTC. ARTICLE VI — CONTRIBUTIONS NOT RECOVERABLE Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a mistake of fact that is discovered within one (1) year after the contribution is made shall be returned to the Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding Vehicle(s) permits. ARTICLE VII — ACCOUNT RECORDS AND REPORTS NTC or its designee shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, earnings, and other transactions related to the Account, and those records shall be available at all reasonable times to the Sponsor. ARTICLE VIII — FIDUCIARY RESPONSIBILITIES AND LIABILITIES NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for those specific duties and powers assigned to it. Each party may rely upon any direction, information, or action of another party as being proper under the Plan and this Agreement. NTC shall not be required by the Sponsor or its designee to engage in any action, or make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms of the Plan, if any, or this Agreement. NTC shall be responsible only for those functions which have been assigned to it under this Agreement and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having or claiming an interest under the Plan or this Agreement. Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee. NTC shall comply with such instructions and shall incur no liability for any loss which may result from any action or failure of action on its part due to its compliance with such Written Instructions. ARTICLE IX— LIMITATION OF LIABILITY To the extent permitted by applicable law, NTC and Sponsor shall not be liable for any failure or delay in the performance of their obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; NRS -SDO Only (05/2009) -4 of 8- fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions. ARTICLE X— RELIANCE ON COUNSEL AND INDEMNIFICATION NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor), regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all liabilities, losses, expenses, and claims (including reasonable attorneys' fees and costs of defense) arising as a result of: Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC; NTC's action or inaction with respect to the Plan or Account resulting from reliance on the action or inaction of unrelated persons; Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC commits a breach of its duties by reason of its gross negligence or willful misconduct; Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any security or other property of the Account; Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the Effective Date; or NTC's acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent that such documented loss or expense results from negligence directly and solely attributable to NTC or its agents, or from an intentional violation by them of any provision of this Agreement. Such obligation to indemnify shall extend to any liability or expense that arises as a result of the inaccuracy of any representation made, any action taken or failure to act, or any violation of this Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their agents, employees and officers under this Agreement or otherwise related to the administration of the Account. NTC shall not be required to give any bond or other security for the faithful performance of its duties under this Agreement except to the extent required by applicable law. ARTICLE XI — NTC'S USE OF AFFILIATED COMPANIES NTC and Sponsor may enter into agreements and share information with its affiliates in performing responsibilities under this Agreement and any other applicable agreement. Investments made in accordance with the Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment advisers of such investments may be affiliates of NTC and may derive investment management and other fees for services provided. ARTICLE XII— NTC'S COMPENSATION AND EXPENSES NTC's compensation for the ordinary services provided under this Agreement shall be included in and paid from the overall fees and charges assessed by the Plan's third party administrator. NTC will receive additional reasonable compensation for any extraordinary services or computations required as agreed upon by the Sponsor and NTC in advance. The Funding Vehicle provider ( "Provider ") may assess trading commissions or other fees in accordance with the procedures established by the Provider. Such fees will be assessed against participant accounts and are not the responsibility of NTC. NRS -SDO Only (05/2009) -5 of 8- ARTICLE XIV — TAXES Until advised to the contrary by the Sponsor, NTC shall assume that the Account is exempt from federal, state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or foreign tax and informational returns relating to the Plan or Account. ARTICLE XV — AMENDMENT Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such change, or at any time in the event NTC determines that such amendment is necessary to comply with any applicable legal or regulatory requirements. No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or to bind NTC to other commitments not covered within this Agreement. ARTICLE XVI — RESIGNATION, REMOVAL AND TERMINATION NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date specified therein, which shall not be less than thirty (30) days after the delivery of such Written Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise. Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle provisions. The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle are redeemed in full, upon the resignation or removal of NTC as trustee, as applicable, of the Account, or upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement. Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of contributions to the Account shall not, by itself, terminate the Account. NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of the Account, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid to the Successor by NTC. ARTICLE XVII — SUCCESSOR Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the Account, subject to any applicable fees as described in the Agreement to such Successor. If either party has given notice of termination and upon the expiration of the advance notice period no party has accepted an appointment as Successor, NTC will have the right to commence an action in the nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred as a result of such action and /or transfer, as well as any expenses of NTC which are incurred in carrying out its duties under this Agreement in such a situation. ARTICLE XVIII —GOVERNING LAW The Account will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Code, Home Owners' Loan Act of 1933 and, to the extent not pre- empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio. NRS -SDO Only (05/2009) -6 of 8- ARTICLE XIX —IDENTITY VERIFICATION NOTICE To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies certain persons or entities that open an account. When an account is opened, NTC may ask for the name, address and other information that will allow NTC to identify the entity or person that sponsors the Plan. NTC may also ask for a copy of identifying documents, such as a driver's license, government- issued business license, or other documents. ARTICLE XX— RULES OF CONSTRUCTION The Agreement, together with all attached schedules and any applicable investment contracts shall constitute the entire Agreement. The Plan and this Agreement shall be read and construed together. By signing this Agreement, the Sponsor represents to NTC that the Plan conforms to and is consistent with the provisions of this Agreement. Should the Plan need to be amended to conform to the provisions of this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall prevail over terms of the Plan in cases of conflict. ARTICLE XXI — WAIVER Failure of either party to insist upon strict compliance with any of the conditions of the Agreement shall not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect. No waiver of any provision of the Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. ARTICLE XXII — REFERENCES Unless the context clearly indicates to the contrary, a reference to a statute, regulation, document, or provision shall be construed as referring to any subsequently enacted, adopted, or re- designated statute or regulation or executed counterpart. ARTICLE XXIII — SEVERABILITY If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue to be effective. NRS -SDO Only (05/2009) -7 of 8- Schedule of Investments ( "Investment Authorization ") WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to be held, invested and distributed; and WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor; NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set forth below 1. On the Effective Date, the Funding Vehicles in the Plan shall be: Schwab PCRA Self- Directed Brokerage Option NRS -SDO Only (05/2008) -8 of 8-