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1961-02ACCOMPANYING TRUST AGREEMENT TO EMPLOYEES' PENSION PLAN OF CITY OF CLERMONT, FLORIDA THIS AGREEMENT made this September 5, 1961, by and between the CITY OF CLERMONT, County of Lake, State of Florida, a municipal corporation, chartered and operating under the authority of Chapter 8926, Special Laws of the State of Florida 1921, and all amendments thereto, hereinafter referred to as the "CITY ", and THE FIRST NATIONAL BANK OF LEESBURG, of Leesburg, County of Lake, State of Florida, a National Banking Association, having trust powers and authority; hereinafter referred to as the "TRUSTEE ", WITNESSETH WHEREAS, the City has heretofore on December 6, 1960, entered into an Agrency Agreement with the Trustee in contemplation of the City adopting and establishing a Pension Plan for all of its employees, an executed copy of which is held by the City and the Trustee, and to which reference is had for all intents and purposes as if herein set forth; and, WHEREAS, on December 20, 1960, the Council of the City duly passed Ordinance No. 195, establishing a retirement and pension plan for employees of the City, the original of which is on file in the Ordinance Book of the City in the office of its' City Clerk, and a copy of which is held by the Trustee, and to which reference is had for all intents and purposes as if herein set forth; and, WHEREAS, the Pension Plan is an employee non- contributing plan and heretofore under the Agency Agreement the City has deposited with the Trustee $5, 518.48 and will annually under the Pension Plan deposit on or about November 1, 1962, 4 • and each succeeding Nove mber 1st, an additional sum representing the City's contribution under the Plan, therefore, it is now necessary that the City and the Trustee enter into this Trust Agreement for the sole purpose of defining the duties and obligations of the City and the Trustee. NOW, THEREFORE, the City and the Trustee agree as follows: SECTION I. TRUSTEE - FUND - DUTIES. (A). The CITY OF CLERMONT, Lake County, Florida, hereby appoints and otherwise designates THE FIRST NATIONAL .BANK OF LEESBURG, a National Banking Association, of Leesburg, Lake County, Florida, as the TRUSTEE of the Pension Plan. (B). The City does hereby establish with the Trustee, a Trust consisting of such sums of money, including the sum of $5, 518.48 held by the Trustee under said Agency Agreement, and such other sums and such property acceptable to the Trustee, as shall from time to time be paid or delivered to the Trustee and the earnings and profits therefrom. All such money and property; all investments and reinvestments made therewith and proceeds thereof, and -all earnings and profits thereon, less the payments which at the time of reference shall have been made by the Trustee, as authorized herein, are referred to herein.as:the "FUND ". The Fund shall be held as the Trustee, in trust and dealt with in accord- ance with the provisions, of this. Agreement. At no time, prior to the satisfaction of all liabilities for benefits under the Plan, shall any part of the corpus or income of the Fund be used or diverted 'to purposes other than for the exclusive benefit of the beneficiaries under the Plan. (C). It shall be the'dutyof the Trustee: (1) to hold, to invest and to reinvest the Fund in accordance with the Prudent Man Rule; (2) to keep all records forwarded to it by the City, as well as its own records; -2- (3) to make all records in its possession available to any City official, Treasurer of the Plan, Auditors and Attorney for the City, and to all authorized agencies of the State of Florida and the United States of America, including all State and Federal Courts having jurisdiction of the Plan and the Fund; (4) to pay moneys to the several beneficiaries under the Plan or Order of the Treasurer of the Plan, as approved by the Council of the City (an Order signed by the Treasurer of the Plan, and countersigned by the presiding officer of the Council being sufficient authority to the Trustee: to disburse moneys under the plan out of the Fund); (5) to quarterly, semi- annually, or annually, file reports with the City and any other agency of the State of Florida and.the United States of America, as required by law (semi-annual reports to the City being deemed sufficient until further written notice). • (D). The Trustee shall, in accordance with the Prudent Man Rule, invest and reinvest the principal and income of the Fund and keep the Fund invested, without distinction between principal and income, in any bonds, debentures, notes, mortgages, equipment trust certificates, investment trust certificates, preferred stocks, common. stocks, or other securities, of its selection, without - regard to any restriction under any present or future laws relating to investments by Trustees.. The Trustee, upon written request of the Treasurer, as approved by the Council (signature of the then presiding officer of the Council being approval of the Council) to retain cash to meet contemplated payments to beneficiaries under the Plan, shall retain so much as shall be specified in such written request and shall be under no obligation to invest the same -3- as herein provided. The Trustee, in its discretion, may retain Cash temporarily awaiting investment. (E). The Trustee is authorized and empowered: (1) to sell, exchange; convey, transfer, or otherwise dispose of any property held by it, and no person dealing with the Trustee shall be bound to see to the application of the pur- chase money or to .inquire into the validity, expediency or pro- priety of any such sale or disposition;(2) to exercise the voting rights of any stocks, bonds, or other securities; to give general or special proxies or powers, of attorney with without substi- tution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to consent to, or otherwise participate in corporate reorganization or other changes effecting corporate securities, and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise under the Prudent Man Rule, any of the powers of any owner with respect to stocks, bonds, securities.or other property held in the Fund; to make, execute, acknowledge and deliver any and all documents of transfer and conveyance, and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (4) to register any security in the Fund in its own name, or in the naive of a nominee, and to hold any security in bearer form, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund. -4- 4 SECTION II : CITY - DUTIES. (A). The City shall keep accurate records of all matters per - taining to the Plan and shall, as required, regularly report to the Trustee and remit all moneys available for the Fund. Duplicate copies . of its records pertaining to the Plan and not required under the Plan to be furnished the Trustee, may be deposited at the City's expense, with the Trustee for safekeeping and duplication in event of a disaaer of any kind. The City shall keep detailed plans and same shall be available to the Trustee at any time, and shall counsel with the Trustee as often as necessary. The City shall perform all other duties as required under the Plan and by and under the laws of the State of Florida, United States of America, as well as its own Ordinances. SECTION III: EXPENSES - MISCELLANEOUS. (A). All expenses of the administration of the Plan by the City and Trustee shall be paid by the City out of its General Revenue Fund, including the Trustee's fees, as mutually agreed upon by the .City and the Trustee, but until paid by the City shall constitute a charge upon the Fund. All taxes of any and all kinds whatsoever that may be levied or assessed under existing or future laws upon or in respect to the Fund or the income thereof, shall be paid by the City, but until so paid shall constitute a charge upon the Fund. (B). The Trustee shall not be liable for the making, retention, or sale of any investment or reinvestment made by it as herein provided, nor for any loss to ordiminution of the Fund, except due to its own negligence, willful misconduct, or lack of good faith. The Trustee may from time to time, consult with counsel, who may be counsel for the City, and shall be fully protected in legal questions when acting upon the advice of competent -5- counsel. (C). Within ninety (90) days following the close of each fiscal year (calendar year may be used, but a fiscal year shall run from November 1 to October 31, inclusive), and within ninety (90) days after removal or resignation of the Trustee, the Trustee shall file with the Council or Treasurer of the Plan, a written account, setting forth all investments, receipts, disbursements and any other transactions effected by it during such calendar or fiscal year, or during the period from the close of the last calendar or fiscal year to the date of such removal or resignation. Upon the expiration of ninety (90) days from the date of filing such annual or other account, the Trustee shall be forever released and discharged from all liability and accountability to anyone with respect to the propriety of its acts and transactions shown in such account, except with respect to any such acts or transactions as to which, the Council or the Treasurer of the, Plan under the authority and approval of the Council, shall within ninety (90) .day period filewith the Trustee written objections . and except for loss or diminution of the Fund resulting from negligence, willful misconduct, or lack of good faith of the Trustee. (D). In the event any part of the Plan shall ..be, held invalid, as pro- vided in Article II thereof, the City will immediately take steps to correct the Plan, however, if the whole of the Plan shall be held invalid or uncon- stitutional the Trustee shall dispose of the Fund in accordance with the written order of the Council. (E). In any application to the Courts for any interpretation of this Agreement, or for any accounting by the Trustee, only the Trustee and the City shall be necessary parties; and, no beneficiary under the Plan or other person having an interest in the Fund, shall be entitled to any -6- Notice or service process. Any final judgment in such an action or proceeding shall be conclusive upon all persons claiming under this Agreement. (F). The validity of this Agreement shall be determined by, . and this.Agreement shall be governed, administered,- construed, and enforced .according to the laws of the State, of Florida. In case of any , conflict between the provisions of the Plan and this Agreement the pro - visions of the Plan shall govern. (G). This Agreement may be terminated at the end of any annual accounting period first established by the Trustee upon either party hereto giving the other Notice in, writing ninety (90) days, prior to the expiration of the then annual period (calendar or fiscal). Upon the resig- nation or removal of the Trustee, the Council shall make appropriate arrangements for the appointment of a successor Trustee, or enter into a contract with an Insurance Company as provided in Article 7-11 of the Plan. (H). If for any reason the Trustee is voluntarily or otherwise merged with any other National Banking Association, or to which the assets of this. Trustee may be voluntarily or under operation by law transferred, such transferee shall be the successor Trustee hereunder without the execution or filing of any paper and without any further action on the part of the City and this, Trustee, with like effect as if such successor ` had originally been. named Trustee herein; and in any such event it shall not be necessary for the Trustee or any successor Trustee to give notice to any person except the City having an interest in this Agreement, or in the Trust hereby created or in any of the property held by the Trustee hereunder, and the requirements of any and all statutes and laws that . -7- Notice. shall be given in any such case, are hereby waived. (I). The Trustee, by joining in the execution of this Agreement hereby signifies its acceptance of this Trust. IN WITNESS. WHEREOF the parties. have hereunto set their hands and seals this, 12 day of September, A. D. 1961. CITY OF CLERMONT B y Clarence E. Bishop, Mayor Pro Tem Attest: A M Johnson, City Clerk THE FIRST NATIONAL BANK OF LEESBURG By: R L Carle Trust Officer STATE OF FLORIDA, COUNTY OF LAKE. I HEREBY CERTIFY, That on this 12 day of September, A.D. 1961, before me . personally appeared CLARENCE E. BISHOP, Mayor Pro -Tem, and A. M. JOHNSON, City Clerk, of the CITY OF CLERMONT, a municipal cor- oration under the laws of the State of Florida, to me personally known, this . day acknowledged before me that they executed the foregoing Agreement as such officers of said corporation, and that they affixed thereto the official: seal of said corporation, and the said instrument is the act and deed of said corporation. S - WITNESS my. signature and official seal at Clermont, said County and State, the day and year last aforesaid. r s c Notary Public Notary Public, State of Florida at Large My Commission Expires March 16, 1965 Bonded by American Surety Co. of N. Y. STATE OF FLORIDA, COUNTY OF LAKE. I HEREBY CERTIFY, That on this 12 day of September, A.D. 1961, before me personally appeared R. L. CARLE, Trust Officer of The First National Bank of Leesburg, of Leesburg, Lake County, Florida, a National Banking Association, to me personally known, this day acknowledged before me that he executed the foregoing Agreement as such officer: of said corpora - tion, and that he affixed thereto the official seal of said corporation, and the said instrument is the act and deed of said Banking. Association. WITNESS my signature and official seal at Leesburg, said County and State, the day and year last aforesaid. Notary Public Notary Pubic, State of Florida at Large My Commtssion Expires Sept. 22, 1963 Bonded by American Surety Co. of N. Y. -8-